BALCHEM ITALIA
Title:
Business Ethics
Effective Date: 5/09
Revision Date: 5/09
Page 1 of 4
CORPORATE STATEMENT
It is a long-standing principle of Balchem Italia, srl (“Balchem” or the “Company”) that its
business be conducted in accordance with high moral and ethical standards. This principle is the
foundation upon which Balchem has continuously built its reputation of providing quality
products, superior service and integrity in all facets of its operations.
All employees are expected to conform to this policy.
POLICY
It is Balchem's policy to conduct its business in strict compliance with both the letter and spirit
of all laws of the countries in which we do business.
It is contrary to Balchem's policy to engage in any activity which is illegal or unethical or which
may generally have an adverse effect on Balchem's products, personnel, or business.
In keeping with antitrust laws, Balchem's employees are prohibited (a) from entering into any
agreement, expressed or implied, formal or informal, with any competitor with regard to prices,
terms or conditions of sale, or allocation of territories or customers, or (b) from engaging in any
conduct that violates any international, federal or state law.
The use of Company funds, services or other assets for any purpose which is unlawful, such as
bribes to obtain orders, is specifically prohibited. This applies also to indirect payments through
third parties.
Any activities that might lead to violations of this policy or which might give the appearance of
violating this policy must be brought to the attention of the Sole Director or Watchboard.
Utilizing the Network Hotline 1-877-597-7473 in reporting a violation should also be considered
in identifying misconduct in the areas of financial, accounting and/or auditing controls.
ENVIRONMENT & SAFETY
In response to Balchem's commitment to protect the environment and preserve our natural
resources, the Company and its employees collectively and individually will take appropriate
measures to protect all those resources within our control and to foster responsible
environmental awareness, policies and practices within the Company. To this end, we willfully
comply with all laws, rules and regulations designed to safeguard our environment. In
particular, all employees must know and comply with the requirements of the Statement of
Environmental Policy (Dichiarazione Di Politica Ambientale). Further, we will make
consideration of environmental factors an integral part of planning and operating decisions.
BALCHEM ITALIA
Title:
Business Ethics
Effective Date: 5/09
Revision Date: 5/09
Page 2 of 4
Balchem fully endorses a comprehensive safety program and requires all personnel to follow
policies designed to protect employees, site visitors, the community and the Company.
1)
Employees are responsible for their own safety and health, as well as their actions
that may affect the safety and health of their co-workers.
2)
Supervisors are responsible for implementing policies and monitoring their
departments for compliance with all safety and health requirements.
3)
The Safety, Health & Regulatory Affairs Department is responsible for
coordinating the development and maintenance of an effective safety and health program. This
department has final authority to correct all unsafe conditions and unsafe acts in the workplace.
A site specific safety manual will be maintained by all department managers and made available
to all employees for reference to pertinent safety and health requirements. All procedures
included in the safety manual are mandatory and must be followed by all employees while
performing their specific job duties. In addition to the site specific safety manual, Balchem
Employees must comply with the requirements of the Safety Management System (Sistema Di
Gestione Della Sicurezza, SGS).
The Company provides regularly scheduled safety meetings, safety training, equipment
training, job specific physical examinations and other programs. The Company also provides
personal protective equipment as applicable to assigned duties including safety shoes, safety
eyewear, uniforms, respirators and other specialized safety equipment.
POSSIBLE CONFLICTS OF INTEREST
All directors, officers, and employees are required to disclose to the President, in writing, any
outside business or financial interest which could influence the discharge of their responsibilities
to the Company.
All directors, officers, and employees are required to refrain from participating in any activity in
which they will profit, directly or indirectly, due to their affiliation in any form with another
entity doing business with the Company or which is in competition with the Company.
However, this does not apply to the ownership of a nominal amount of stock in a public
company.
CONFIDENTIAL INFORMATION
BALCHEM ITALIA
Title:
Business Ethics
Effective Date: 5/09
Revision Date: 5/09
Page 3 of 4
A substantial part of Balchem's activities, including its technology, manufacturing processes, and
customer lists are proprietary. No director, officer, or employee of Balchem may give, disclose,
or provide access to any confidential or proprietary information of the Company, except to
persons or entities having a legitimate need for this information as part of the normal conduct of
the Company's business or as otherwise required by law. Disclosure of any confidential
information, however harmless the item may seem, to unauthorized persons is specifically
prohibited. Balchem will protect its confidential information from improper disclosure to
unauthorized persons by legal action. If there is any question as to the confidentiality of an item
or information, it must be referred to senior management for a decision.
RELEASE OF INFORMATION
The public disclosure of information about the Company's business is dictated by common sense
and legal constraints. All confidential information must be safeguarded.
It is important to understand that all information, in whatever form obtained, produced or used
by any employee, in the course of employment is the property of Balchem.
However, the President may delegate certain employees authorization to disclose specific types
of information to the media, the financial community, other companies, and all other entities.
Employees must therefore safeguard Company information from oral or written disclosure to any
unauthorized person, unless legally required. Employees must know and comply with
Balchem’s Electronic Information Policy and Balchem’s Privacy Policy.
INSIDER INFORMATION IN SECURITIES TRADING
The trading of securities on the basis of confidential information is prohibited by law. There is
also a moral obligation of those having inside information not to favor some stockholders over
others by selective disclosure. In addition to legal liability, such action may also bring the
Company into disrepute. Balchem may bring civil or criminal suit against any individual
responsible for the improper use or disclosure of inside information.
GIFTS AND FAVORS
No director, officer, or employee shall seek or accept entertainment or gifts exceeding industry
standards from suppliers or others with whom the Company does business. The President will
establish what constitutes "industry standard" from time to time. Any activity to favor the donor
in any way, except by returning an item of approximately equal value, is specifically prohibited.
Balchem officers and employees may offer gifts, entertainment, or favors to others provided they
do so in the normal course of business. The use of gifts, entertainment or favors to influence the
recipient improperly is specifically prohibited.
BALCHEM ITALIA
Title:
Business Ethics
Effective Date: 5/09
Revision Date: 5/09
Page 4 of 4
PURCHASING
Suppliers will be handled on a nondiscriminatory basis, without reference to personal
relationships, and consistent with federal laws and regulations.
In its dealing with suppliers, Balchem will not permit unethical practices, such as disclosing
prices, terms and conditions to competitors.
Balchem will maintain as large a base of approved suppliers as is appropriate.
ACCOUNTING
Balchem's directors, officers and employees are prohibited from making any false, misleading, or
incomplete statements or providing incomplete or incorrect information to the Company's
accountants and auditors in their preparation, examination or audit of the Company's financial
statements.
Balchem's accounting policy objectives are to standardize the financial reporting to provide
adequate internal controls that insure the preparation of records and reports in accordance within
current generally accepted accounting principles.
IMPLEMENTATION OF POLICY
The Sole Director of Balchem Italia srl is committed to the enforcement of this "Business Ethics
Policy". All officers of the Company and other key employees shall acknowledge in writing
annually their commitment toward compliance in all areas of business under their direct
supervision and control.
All employees receive a copy of this policy annually, and are expected to thoroughly read and
understand their responsibilities. New employees receive a copy during their employment
orientation.
CLOSING STATEMENT
Balchem places confidence in the integrity of employees to act in accordance with the standards
expressed herein. Each employee should take pride in their association with a company
committed to the high moral and ethical standards as Balchem.