Code of Business Conduct & Ethics for Directors, Officers, & Employees
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(Adopted December 12, 2002)
A. Purposes of the Code
Spartech Corporation has adopted this Code of Business Conduct and Ethics for Directors, Officers and Employees to inform its personnel, other persons dealing with the Company, as well as the general public of the minimum standards of conduct and ethical behavior which the Company expects to be observed by those acting on its behalf. It also is intended to comply with the New York Stock Exchange corporate governance standards applicable to the Company.
This Code is not intended to be exclusive. In all matters not specifically addressed by the Code, the Company expects, and will require, its personnel to act ethically, honestly, and in accordance with generally accepted standards of principled business conduct.
This Code, including its component policies, shall be posted on the Company's website. Management shall take appropriate means to notify affected persons of the provisions and requirements of the Code.
B. Components of the Code
1. General Obligations; Compliance with Laws; Other Policies.
It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each employee, officer and director to adhere to the standards and restrictions imposed by those laws, rules and regulations.
The listing of certain policies below, or their incorporation by reference, is not exclusive of other obligations which each employee, director or officer has under common law. Regardless of the circumstances, each person associated with the Company is expected, and will be required, to act honestly, fairly and in good faith toward the Company and others doing business with it. To the extent that this Code expressly incorporates by reference certain policies of the Company, such policies shall be deemed part of this Code to the extent they do not conflict with the express provisions of this Code.2. Conflicts of Interest.
A "conflict of interest" occurs when an individual's private interest interferes or appears to interfere with the interests of the Company.
In particular, an employee, officer or director must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family, or for any other person.
Any employee, officer or director who is aware of a conflict of interest or is concerned that a conflict might develop, must discuss the matter promptly with his or her supervisor or general manager, the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, or the Chairman of the Governance Committee.
Conflicts of interest are prohibited as a matter of Company policy, unless they have been approved in writing by the Company's Chief Executive Officer, the Board of Directors, or the Governance Committee. No person who is personally or financially involved in a conflict of interest may participate in approving the conflict.
3. Corporate Opportunities.
Employees, officers and directors owe a duty to the Company to advance the Company's business interests when the opportunity to do so arises. Employees, officers and directors are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down. More generally, employees, officers and directors are prohibited from using corporate property, information or position for personal gain and from competing with the Company.
Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities. The only prudent course of conduct for our employees, officers and directors is to make sure that any use of Company property or services that is not solely for the benefit of the Company is approved beforehand by the appropriate person or persons.
Any employee, officer or director who wishes to take advantage of an opportunity which could be deemed a corporate opportunity must discuss the matter promptly with his or her supervisor or general manager, the Company's Chief Executive Officer, Chief Financial Officer or General Counsel, or the Chairman of the Governance Committee. Approval of such an opportunity may be given only by the Chief Executive Officer, the Board of Directors, or the Governance Committee. No person who is personally or financially interested in such an opportunity may participate in approving the opportunity.
4. Confidentiality.
In carrying out the Company's business, employees, officers and directors often learn confidential or proprietary information about the Company, its customers, service providers, suppliers, or joint venture parties. Employees, officers and directors must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of our Company, and of other companies, includes any non-public information that, if disclosed, would be harmful to the relevant company or useful or helpful to competitors.
This confidentiality obligation arises by virtue of a person's employment or other association with the Company, and exists regardless of whether or not the person is subject to, or whether the information is protected by, a written confidentiality agreement.
5. Fair Dealing.
The Company has a history of succeeding through honest business competition. We do not seek competitive advantages through illegal or unethical business practices. Each employee, officer and director should endeavor to deal fairly with the Company's customers, service providers, suppliers and competitors. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
6. Protection and Proper Use of Company Assets.
All employees, officers and directors should protect the Company's assets and ensure their efficient use. Company assets should be used only for legitimate business purposes.
7. Policies Incorporated by Reference.
The following existing policies of the Company are hereby incorporated by reference into this Code, to the extent that they are more restrictive than, and are not inconsistent with, the specific terms stated herein:
| Policy | Effective Date | Attached As |
| Insider Trading | 12/12/02 | Exhibit A (See Insider Trading Policy) |
| Business Ethics | 6/1/98 | Exhibit B (See PDF) |
| Anti-Harassment | 1/31/98 | Exhibit C (See PDF) |
| Workplace Threats and Violence | 7/2/98 | Exhibit D (See PDF) |
| Related Party Activities / Conflicts of Interest | 6/1/98 | Exhibit E (See PDF) |
8. Violations, Reporting and Waivers.
An employee who is unsure of whether a situation violates this Code should discuss the situation with his or her supervisor or general manager, to prevent possible misunderstandings and embarrassment at a later date. In situations involving the person's supervisor or general manager or other person in a supervisory or superior position, questions may also be directed to the General Counsel of the Company, or to the Chairman of the Governance Committee.
Any employee who becomes aware of any existing or potential violation of laws, rules, regulations or this Code is required to notify one of the above persons promptly. Failure to do so is itself a violation of this Code. To encourage employees to report any violations, the Company will not allow retaliation for reports made in good faith.
From time to time in a specific circumstance, the Company may waive a provision of this Code. Any employee, officer or director who believes that a waiver may be called for should contact his or her supervisor or general manager, the General Counsel, or the Chairman of the Governance Committee. Under the rules of the New York Stock Exchange, any waiver of the Code for executive officers or directors of the Company may be made only by the Board of Directors or by a committee of the Board (i.e., the Governance Committee), and must promptly be disclosed to shareholders. Waivers will therefore not be granted lightly.
With respect to the Insider Trading Policy, affected persons should follow the procedures specifically set out in that Policy.
9. Interpretation and Oversight; Amendments.
The Governance Committee of the Board of Directors is responsible for adopting, interpreting and overseeing this Code. Any questions regarding the interpretation or application of this Code or the individual policies hereunder may be directed to the General Counsel of the Company for review and referral to the Committee, or may be addressed directly to the Chairman of the Committee.
This Code may be amended at any time and in any respect by the Governance Committee of the Board of Directors, or by the full Board. In addition, duly approved amendments to specific policies which are expressly incorporated herein by reference shall automatically amend this Code.