|
Purpose and Scope
This policy establishes our company's requirements regarding personal
and professional ethical and legal standards of conduct and the
handling of complaints of violations of those standards. It applies
to all Clorox employees, contractors and non-employee directors.
Policy
It is the policy of The Clorox Company to conduct its business
in accordance with applicable laws of the United States and other
jurisdictions in which the Company operates and in accordance with
the highest ethical standards of business conduct. All employees
shall adhere strictly to this policy.
While it is the Company's explicit policy to comply with all relevant
federal, state and local statutes, our commitment to ethical conduct
in the affairs of our business goes far beyond the prohibitions
of any particular statute. The company's minimum requirements for
the conduct of all employees follow.
Specific Obligations
General Business Ethics
All persons employed by, or associated with the Company are expected
to deal honestly, truthfully and fairly with others in business.
False or intentionally misleading statements or omissions of any
kind should never be made. Confidential information, either of
Clorox or of any other company, must never be misused. Clorox
will not countenance any types of deceitful practices.
Company Records and Money
Company records must always be maintained and presented accurately
and reliably. No false or intentionally misleading entries may
be made in the Company's books or records. Company money must
be accurately accounted for and may only be spent for lawful,
company-related purposes. Employees whose duties involve verification
of expenditures of Company money are responsible for the scrutiny
and verification of the legitimacy of all expenditures.
Relationships With Vendors/Customers
All vendors and customers are to be treated honestly and fairly.
No payments, gifts of more than nominal value, or any form of
preferential treatment may be made to obtain or retain business,
or to realize a certain price for Company products. No payments,
direct or indirect, including gifts of more than nominal value
or any form of preferential treatment, may be solicited or accepted
from any vendor, customer or competitor of the Company.
Money, gifts, repetitive or extensive entertainment and other
favors which would imply or incur an obligation must not be accepted
or given by employees or immediate members of their family in
connection with transactions involving the Company. Acceptance
of a meal, refreshments or entertainment in the normal course
of business relations is permitted and, to the extent practical,
should be reciprocated.
The Company will promptly terminate any employee who offers or
receives a bribe or a kickback. Such conduct is illegal and strictly
forbidden.
Conflicts of Interest
All decisions involving the business or non-business activities
of the Company must be made solely in the best interests of the
Company. Employees, and directors who are not employees, must
not make decisions based on personal considerations which might
affect or appear to affect their judgment. Accordingly, they must
not have, or appear to have, any direct or indirect personal interest,
financial or otherwise, in any of the Company's competitors, suppliers
or customers. They may not buy or sell, directly or indirectly,
any property, goods or services from or to the Company for their
own benefit or for the benefit of their families or associates.
Employees must not accept from others, directly or indirectly,
any form of compensation for work or services relating to their
responsibilities as Clorox employees. The ownership, as an investor,
of the securities of publicly held corporations may normally be
disregarded.
Any employee with a question about whether a particular situation
constitutes a conflict of interest should discuss it with his
or her supervisor.
Inside Information
Important information that has not yet become publicly available
about either Clorox or publicly traded companies with which Clorox
has business dealings is "Inside Information." Clorox
personnel who have access to Inside Information may not profit
financially by buying or selling or in any other way dealing in
Clorox stock or the stock of another publicly traded company about
which the person has Inside Information. Nor may Clorox personnel
benefit financially or in any other way by passing on Inside Information
to any other person. The use of Inside Information in order to
gain personal benefit is illegal regardless of how small the user's
profit from the transaction may be.
An easy way to determine whether information not yet publicly
available is Inside Information is to ask whether the dissemination
of the information would be likely to affect the market price
of the stock of the company in question or whether it would be
likely to be considered as important information by investors
who are considering purchasing or selling that company's stock.
If the information makes you want to buy or sell, it is likely
to have the same effect on others.
If you possess Inside Information, you must refrain from trading
the stock of the company concerned, from advising anyone else
to do so or from communicating the Inside Information to anyone
else until you know that it has been disseminated to the public.
Company Trade Secrets
Proprietary information includes data developed or assembled
on Company time or at Company expense, that is unique in the sense
that the end result is not readily available generally without
a like expenditure of time and money, even though the basic data
is known or observable. Trade secrets include all data unique
to the Company and discoverable only by employees in certain positions
in the Company. Information in these categories is the property
of The Clorox Company, and any misapplication or misappropriation
of that property may prompt legal action by the Company.
No one should share proprietary information or trade secrets
of Clorox with anyone outside the Company, or anyone within the
Company not authorized to receive that information. Nor should
anyone solicit or accept from anyone outside the Company any proprietary
information or trade secrets of another company. The Company has
no interest either in receiving or using any proprietary information
or trade secrets of other companies, because to do so would be
unethical and improper. See Policy J28 for a full description
of the Company's policy and procedures regarding the protection
of the trade secrets of others.
Further, no one should make any use of materials protected by
copyrights, trademarks, or patents without first bringing the
matter to the attention of the Legal Services Department.
Antitrust
Clorox has always been, and remains, an ardent supporter of free
and fair competition. Clorox forbids any conduct that would unfairly
and unlawfully diminish competition in the marketplace. The antitrust
laws protect and promote free and fair competition among businesses.
Examples of the types of conduct which are prohibited under the
antitrust laws, and are therefore particularly unacceptable to
Clorox include but are not limited to:
- Any agreements among competitors about price, allocation of
markets, or allocation of customers.
- Any agreements with customers not to deal with a competitor.
- Restrictions on resale.
- Sales conditioned on agreements to purchase other products.
More detailed information regarding the Company's antitrust compliance
program is contained in Company Policy J1.
Environmental, Health and Safety Laws and
Regulations
Environmental, Health and Safety laws and regulations are very
complex and extremely important. The Company has its own written
operating procedures that govern our commitment to comply with
all applicable environmental, health and safety laws and regulations.
Compliance with these regulations is essential. In addition, it
is essential that any reports or representations made by or on
behalf of the Company to any environmental, health or safety regulatory
body be completely accurate and correct, containing no false statements
or material omissions.
Political Contributions
The Company's policies and practices governing political contributions,
including the functioning of the Company's political action committee
(ClorPAC) are set forth in detail in Company Policy J10. Clorox
complies carefully with all regulations governing campaign contributions
in federal, state and local elections. In addition, employees
are free to make, or not to make, any individual political contributions
they desire. The Company shall never reimburse an employee for
a political contribution made by the employee.
International Practices
In some countries, practices which the United States would characterize
as criminal or corrupt are accepted or tolerated as part of the
political and commercial culture. In particular, some countries
do not condemn bribery the way the United States does, and permit,
or tolerate, payments to public officials to influence their exercise
of discretion. Not only are such practices contrary to Clorox's
standards, they are illegal in the United States, even when committed
abroad. Clorox forbids the offering or receiving of any money
or anything of value to or from a foreign official to influence
that person in the performance of official functions.
International Boycotts
Governments sometimes seek to advance their own political agendas
by pressuring companies with whom they do business to boycott
the companies or products of certain other countries. It is unlawful
for any United States citizen or company to comply with, further
or support a boycott against a country which is not itself the
object of any form of boycott pursuant to United States law or
regulation. Clorox refuses to participate in furthering any form
of illegal boycott.
Sexual Harassment
The Clorox Company prohibits the sexual harassment of individuals
in the workplace. Sexually harassing behavior which occurs off
Clorox premises is also prohibited. Furthermore, the Company will
not tolerate retaliation against anyone who rejects sexual advances,
makes a report of harassment or provides information or assistance
in the investigation of such a report. Sexual harassment is specifically
addressed in Company Policy J3.
Interference with an Audit
It is unlawful to attempt improperly to persuade an outside auditor
to approve false financial statements. Clorox prohibits its officers
and directors, and anyone acting under their direction, from coercing,
manipulating, misleading or fraudulently influencing the Company's
outside auditor to approve materially misleading financial statements.
Reporting Procedures
Any employee who becomes aware of any illegal activities or any
violation of the policies contained in this policy is required immediately
to report the conduct. This reporting is not only encouraged by
the Company, it is required. The Company pledges that it will not
retaliate against employees who make such reports and shall not
tolerate retaliation by any other person against an employee who
makes such a report.
Employees may report a policy violation to supervisory personnel,
directly to the General Counsel or anonymously to the Clorox Employee
Compliance Hotline. Supervisory personnel are required to communicate
reported violations of law or Company Policy to the General Counsel.
Contact information for the General Counsel is as follows:
General Counsel
The Clorox Company
1221 Broadway
Oakland, CA 94612-1888
(510) 271-4739
A full and accurate report made to the General Counsel constitutes
compliance with the reporting requirement.
The toll free number for the Clorox Employee Compliance Hotline
is (877) 781-7318. (Outside the United States or Canada?
Follow the international
dialing instructions.)
Employees may also report anonymously to the Clorox Employee Compliance
Hotline by e-mail or regular mail. The e-mail address is cloroxcompliance@alertline.com
and the regular mail address is:
Clorox Company Compliance
PMB 3767
13950 Ballantyne Corporate Place
Charlotte, NC 28277
Complaint Investigation Procedures
When the General Counsel receives a complaint of a violation of
this policy directly or through the Compliance Hotline, he/she will,
with the help of the Vice President — Internal Audit, evaluate
the complaint. Complaints alleging questionable accounting, internal
accounting controls and auditing matters will be submitted to the
Audit Committee of the Board of Directors. The Audit Committee may
request the General Counsel to conduct an investigation, or may,
in its discretion, retain its own advisors to evaluate and/or to
investigate the complaint. Complaints alleging serious misconduct
by senior management will be referred to the full Board of Directors
for evaluation and investigation as appropriate. All other complaints
will be investigated by the General Counsel, as appropriate, and
a summary of the complaints and management follow-up will be reported
to the Audit Committee periodically.
Disciplinary Sanctions
Employees who violate the policies set forth in this policy will
be subject to discipline. Disciplinary measures will vary, depending
on the seriousness of the violation and the individual circumstances
of the employee. Available disciplinary sanctions include suspension,
termination and referral to public law enforcement authorities for
possible prosecution.
Administration
General
Managers are responsible for ensuring that their exempt employees
have read Policies J10, Political Participation, J17, International
Business Ethics, and J18, Standards of Conduct. Human Resources
is responsible for providing copies of the Policies in the new
employee package for all salaried exempt new hires.
Questionnaire and Disclosure
During the first quarter of each calendar year, the General Counsel
will send to certain employees questionnaires to ascertain compliance
with this Policy. These employees will be identified by the responsible
senior officers upon request by the General Counsel.
Employees are expected to respond fully and candidly to the questionnaire.
To ensure confidentiality and consistency in handling, questionnaires
will be reviewed by only the General Counsel and by the Chief
Executive Officer.
If any event or set of circumstances occurs or appears likely
to occur that might create a conflict not previously disclosed
or to deviate from the standards described herein, the employee
is expected to make the relevant facts known to the Company and
to follow its recommendations. Employees are encouraged to discuss
such matters first with their supervisors, but they may consult
either of the officers mentioned above.
Special Responsibilities of the CEO and Senior
Financial Officers
The Chief Executive Officer and all senior financial officers,
including the Chief Financial Officer, Controller and Treasurer,
are bound by the provisions set forth above relating to ethical
conduct, conflicts of interest and compliance with law. In addition,
the Chief Executive Officer and senior financial officers are
subject to the following specific policies:
- The Chief Executive Officer and all senior financial officers
are responsible for full, fair, accurate, timely and understandable
disclosure in the periodic reports required to be filed by the
Company with the Securities and Exchange Commission, and in
all other public communications made by the Company. Accordingly,
it is the responsibility of the Chief Executive Officer and
each senior financial officer promptly to bring or cause to
be brought to the attention of the Disclosure Committee any
material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings
and other public communications or otherwise assist the Disclosure
Committee in fulfilling its responsibilities as specified in
the Committee's charter.
- The Chief Executive Officer and each senior financial officer
shall promptly bring or cause to be brought to the attention
of the General Counsel and to the Audit Committee any information
he or she may have concerning any violation of this policy,
including any actual or apparent conflicts of interest between
personal and professional relationships, involving any management
or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.
- The Chief Executive Officer and each senior financial officer
shall promptly bring or cause to be brought to the attention
of the General Counsel and to the Audit Committee any information
he or she may have concerning evidence of a material violation
of the securities or other laws, rules or regulations applicable
to the Company and the operation if its business, by the Company
or any agent thereof, or of violation of this policy.
- The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the
event of violations of this policy by the Chief Executive Officer
and the Company's senior financial officers. Such actions shall
be reasonably designed to deter wrongdoing and to promote accountability
for adherence to this policy and may include written notices
to the individual involved that the Board has determined that
there has been a violation, censure by the Board, demotion or
re-assignment of the individual involved, suspension with or
without pay or benefits (as determined by the Board), termination
of the individual's employment and referral to public law enforcement
authorities for possible prosecution. In determining what action
is appropriate in a particular case, the Board of Directors
or such designee shall take into account all relevant information,
including the nature and severity of the violation, whether
the violation was a single occurrence or repeated occurrences,
whether the violation appears to have been intentional or inadvertent,
whether the individual in question had been advised prior to
the violation as to the proper course of action and whether
or not the individual in question had committed other violations
in the past.
If you have questions about this policy, contact the office of
General Counsel, (510) 271-7000. This online policy supersedes all
other versions of the policy.
|
