CODE OF ETHICS POLICY
The successful operation and reputation of Seaboard Marine and its consolidated subsidiaries (collectively, the “Company”) depend upon the professional work performance and the ethical conduct of its directors, officers and employees. The Company’s reputation for integrity and excellence requires careful compliance with the spirit and letter of all laws and regulations, as well as a commitment to the highest standards of personal and professional conduct.
This organization was built by people with sound character and a long history of good commercial practices. There is an attitude of trust and respect between the Company and its customers, employees, business partners, suppliers, and shareholders. That trust and the Company’s reputation must be preserved and protected. Directors, officers and employees have a duty to support the goals and objectives of the Company, and to act in a way that will always merit the continued confidence of those who have placed a reliance on the Company.
Accordingly, the Company adopts the following Code of Ethics:
I. Honest and Ethical Conduct
Directors, officers and employees shall exhibit and promote the highest standards of honest and ethical conduct by:
Encouraging and rewarding professional integrity thereby eliminating coercion, fear of reprisal, or alienation from the Company itself, which can act as barriers and inhibit responsible and ethical behavior.
Avoiding, prohibiting and eliminating any conflict of interest or appearance of a conflict of interest between the Company and what could result in personal gain for a director, officer or employee of the Company, as defined in the attached Conflict of Interest policy.
Following a process for employees of the Company to inform senior management of practices which deviate from honest and ethical behavior.
Demonstrating their personal support for such policies and procedures.
Acting in the best interests of the Company in order to preserve the Company’s reputation as a professional company operating with integrity and good character.
Employees, agents, and representatives may not request, receive or collect personal compensation in connection with services provided by the Company.
Employees, agents, and representatives may not charge, demand, or collect compensation for the transportation of property and for any service related thereto except according to the rates, tariffs, tolls and other charges as shown in the Company’s tariff sheets or filed service contracts. As such, any solicitation received from a customer or other person by employees, agents, and representatives for a rebate, either directly or indirectly, must be rejected.
II. Financial Records and Periodic Reports
Directors, officers and employees, to the extent applicable within the scope of their job functions, shall ensure that:
Business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Company financial policy.
The retention or proper disposal of Company records shall be in accordance with established Company policies and applicable legal and regulatory requirements.
Reports and documents the Company files with, or submits to, the Securities and Exchange Commission, or other mandated public communications and disclosures, contain full, fair, accurate, timely and understandable information.
III. Anti-Competitive Conduct
Directors, officers and employees shall not enter into any agreement, understanding or arrangement with any competitor about prices, territory restrictions, refusals to sell, allocation of business, or collaborative bidding, or engage in any other type of anti-competitive practice in violation of applicable laws or regulations.
IV. Compliance with Applicable Laws, Rules and Regulations
Directors, officers and employees shall comply with applicable laws and regulations in the course of all conduct on behalf of the Company, including the United States Foreign Corrupt Practices Act (FCPA) of 1977.
V. Related Policies
In addition to the general policies above, the Company adopts the following additional conduct-related policies as part of the Code of Ethics:
Conflict of Interest and Confidentiality
Trading Seaboard Securities
Office of Foreign Asset Control (OFAC) Policy
These policies are attached. As a condition of employment, each employee of the Company must be familiar with these policies and agree to abide by their provisions. Violations of the content or spirit of this Code of Ethics and its related provisions are unacceptable and may lead to disciplinary action up to and including termination of employment or separation of ongoing business relationship with the Company.
VI. Reporting Violations
If anyone has knowledge of a violation of this Code, such person should report the matter to one or more of the following: the person’s immediate supervisor or the Company’s General Counsel. Alternatively, the matter may be reported online by visiting www.seaboard.ethicspoint.com; by calling the Company’s dedicated toll free number, 866-676-8886, for calls originating from the United States; or by calling the applicable phone number associated with the specific country, as set forth at the aforementioned website, for international calls. Matters may also be emailed to SBD_Ethics@seaboardcorp.com. The Company will not allow any retaliation against an employee who acts in good faith in reporting any such violation or suspected violation.
This Code of Ethics covers a wide range of business practices. It does not address every issue that may arise, but provides general guidance about the Company’s expectations of proper conduct and basic ethical and legal responsibilities. All subsidiaries of Seaboard Corporation shall adopt this Code of Ethics policy or a similar policy containing only such changes as are approved by Seaboard Corporation’s General Counsel. Any questions as to the meaning of any provisions of this Code of Ethics policy, or whether intended conduct is a violation of this policy, should be addressed to the Company’s General Counsel.
CONFLICT OF INTEREST AND CONFIDENTIALITY
Seaboard Marine and its subsidiaries (collectively, the “Company”) require directors, officers and employees to conduct their non-work activities in such a manner that they do not conflict with the best interests of the Company or detract from the performance of their responsibilities. Directors, officers and employees shall follow the general guidelines set forth below. The failure of any employee to adhere to these general guidelines may result in discipline, including termination of employment.
1. Conflicts of Interest:
A. All directors, officers and employees of the Company shall not have, directly or indirectly, any financial or other interest in any entity which is a supplier or customer of the Company. The foregoing shall not prohibit the ownership of not more than one percent (1%) of the stock of any supplier or customer which is listed upon a national stock exchange or actively traded in the over-the-counter market.
B. Officers and employees shall not be employed by another entity, participate in self-employment, or serve another entity in any manner where such activity will require an excessive amount of time or materially interferes with the employee’s ability to perform his job function on behalf of the Company. Officers and employees whose job functions involve coordination with commercial institutions shall not conduct similar business with such institutions for such officer’s or employee’s own personal affairs or business.
C. All officers and employees shall be required to complete a form disclosing all known conflicts of interest and all board of director or officer positions held with trade associations or for-profit organizations. The Company may require a person with a conflict of interest to dispense with such activities or positions. The failure of any person to complete such form disclosing all known conflicts of interest or the failure to dispense with conflicts of interest, when requested by the Company, may result in discipline by the Company, including termination of employment.
2. Personal Gain:
A. All of the business affairs of the Company with all parties, including government officials, suppliers, customers, unions and competitors, shall always be conducted on an ethical, legal and arm’s length basis.
B. Directors, officers and employees shall not accept material payments, gifts, or favorable business arrangements for the purpose of securing preferential consideration from the Company or as inducement to the Company to enter into any transaction. Examples of such prohibited conduct include taking material gifts, gratuities, favors, loans, guarantees of loans, commissions, excessive entertainment, kickbacks, rebates, and other types of financial inducements.
C. Common business practice permits the offer or acceptance of certain courtesies of nominal value, usually in the form of meals and entertainment, provided objectivity of the parties will not be unduly affected.
3. Confidential Information:
It is vital that we protect the privacy of the Company’s confidential information. Confidential information includes proprietary, technical, business, financial, joint venture, customer and employee information that is not available publicly. It is the employee’s responsibility to know what information is confidential and to obtain clarification when in doubt. The failure of any employee to adhere to these general guidelines may result in discipline, including termination of employment and benefits arising from employment and legal action.
A. Employees must not disclose confidential information to any person outside of the Company, unless authorized to do so. This includes, as prohibited, any disclosure of confidential information to family and friends. Where confidential information is entrusted to persons outside of the Company, efforts must be made to ensure the continuing protection and confidentiality of that information. Within the Company, confidential information should be disclosed only on a “need to know” basis.
B. Employees must not use confidential information for unauthorized purposes. They must also take reasonable care to protect confidential information against loss, theft, unauthorized access, alteration or misuse.
C. Employees leaving the Company who have had access to Company confidential information will be reminded of their continuing responsibility to protect it and maintain its confidentiality. The Company expects that employees joining it from other companies will not disclose the confidential information to those companies.
POLICY WITH REGARD TO TRADING SEABOARD SECURITIES
1. In General
In the course of their employment with Seaboard Marine or its subsidiaries and affiliates (collectively, the “Company”), directors, officers and employees frequently come into possession of confidential and highly sensitive information concerning the Company, its customers, suppliers or other corporations with which the Company has contractual relationships or may be negotiating transactions. Much of this information has a potential for affecting the market price of securities issued by the corporations involved. Under some circumstances, federal securities law imposes potentially substantial civil and criminal penalties on persons who improperly obtain, use or provide material, non-public information, in connection with a purchase or sale of securities.
Also keep in mind, the Securities and Exchange Commission (“SEC”) may seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” i.e., an employer. As noted above, civil penalties for persons who control violators can equal the greater of $1,000,000 or three times the profit gained or losses avoided. Employers may also be subject to criminal penalties of $2,500,000 for insider trading violations committed by employees. Accordingly, when the maximum criminal penalty is combined with the maximum civil penalty, employers of persons who trade on the basis of insider information may be liable for up to $3,500,000 – even for employee violations that yield a small profit gained or loss avoided.
The statute provides that any “controlling person” may be liable for civil penalties up to the amount specified above if the controlling person both (i) knew or recklessly disregarded the fact that the employee was likely to engage in a violation; and (ii) failed to take appropriate steps to prevent that violation before it occurred. Moreover, in recent years, the SEC and governmental prosecutors have been vigorously enforcing the insider trading laws against both individuals and institutions.
Given all of these factors, the Company has determined to provide specific guidance concerning the propriety of various personal transactions, and to impose specific procedures in certain cases to attempt reasonably to ensure that neither the Company nor any of its directors, officers and employees violates insider trading laws.
2. Material Non-Public Information
The federal securities laws and regulations have been held to prohibit the purchase or sale of a security at a time when the person trading in that security possesses material non-public information concerning the issuer of the security, or the market for the security, which has not yet become a matter of general public knowledge and which has been obtained or is being used in breach of a duty to maintain the information in confidence. Whether the information is proprietary information about the Company or information that could have an impact on the Company’s stock price, employees must not pass the information on to others. The penalties discussed above apply, whether or not you derive any benefit from another’s actions.
“Material non-public information” includes information that is not available to the public at large which could affect the market price of the security and to which a reasonable investor would attach importance in deciding whether to buy, sell, or retain the security. Examples of information that might be deemed material include the following: annual or quarterly financial results, dividend increases or decreases, the declaration of a stock split or the offering of additional securities, earnings estimates, changes in previously announced earnings estimates, significant expansion or curtailment of operations, a significant increase or decline in business, a significant merger or acquisition proposal or agreement, unusual borrowings or securities offerings, major litigation, impending bankruptcy or financial liquidity problems, significant changes in management, purchases or sales of substantial assets, or the gain or loss of a substantial customer or supplier. This list is not exhaustive. Other types of information may be material atany particular time, depending upon the circumstances. It should be noted that either positive or adverse information may be material.
Information is considered to be available to the public only when it has been released to the public through appropriate channels (e.g., by means of a press release or a statement from one of the Company’s senior officers) and enough time has elapsed to permit the investment market to absorb and evaluate the information. Once public release has occurred, information will normally be regarded as absorbed and evaluated within two or three days thereafter.
3. Company Policy
As long as an officer, director or employee has material non-public information relating to the Company or any other issuer, including any of the Company’s customers, it is Company policy that the officer, director or employee may not directly or indirectly buy or sell the securities of the Company or any other affected issuer. Equally important, the information may not be passed along to others. This policy shall apply to officers, directors and employees of the Company or its subsidiaries and affiliates.
To avoid potential liability under this policy, all officers, directors and employees of the Company must not purchase or sell securities of the Company or of any other issuer of a security at a time when the officer, director or employee is aware of any material non-public information about the Company or any issuer, regardless of how that information was obtained. The officer, director or employee also must not permit any member of his or her immediate family or anyone acting on his or her behalf, or anyone to whom he or she has disclosed the information, to purchase or sell such securities.
After the information has been publicly disclosed through appropriate channels, a reasonable time should be allowed to elapse (at least three business days) before trading in the security, to allow for public dissemination and evaluation of the information.
Without limiting the generality of the policy stated herein, no director or officer of the Company or its subsidiaries and affiliates or other employee possessing material non-public information may make any purchase or sale of securities of the Company (i) from the date two weeks prior to the end of each fiscal quarter until the beginning of the third business day after the public release of earnings for such quarter; (ii) from the time of the public release of any material information until the beginning of the third business day after such release; (iii) during any period when he or she is aware that the Company expects to make a public release of material information in the near future; and (iv) during any other period when he or she has knowledge of any “material inside information” concerning the Company.
4. Application of Policy to Family Members and Affiliates
The foregoing requirements also apply to any purchase or sale of securities of the Company by a family member or others sharing the same address or by a corporation, partnership, trust or other entity owned or controlled by a director, officer or employee.
5. Prohibition of Short-Sales
Federal securities laws prohibit any short sale or any short sale “against the box” of Company securities by any officers, directors or greater than ten-percent shareholders. A short sale is the sale of a security either not owned by the seller, or if owned, not delivered (the so-called short sale “against the box”), which involves the borrowing of shares by the seller’s broker for the account of the seller and delivery of the borrowed shares to the buying broker. At some point in the future, the short seller must purchase the securities to cover the short position. Because the short seller hopes that he or she will be able to purchase at a price lower than the price at which the short sale was made, a short seller expects a security to decline in market value from present levels. Since short sales can depress the price of securities, the Company requires that none of its officers, directors or employees ever make short sales of the Company’s securities (whether or not such short sales would be permitted under the federal securities laws).
6. Prohibited Practices
In addition, it is the Company’s policy that officers, directors and employees should not engage in any of the following activities with respect to the securities of the Company:
A. Trading in securities on a short-term basis. Any security purchased must be held for a minimum of six (6) months before sale, unless the security is subject to forced sale, e.g., as a consequence of merger or acquisition;
B. Purchases on margin without the prior, written consent of the Company after disclosure to the Company’s Board of Directors;
C. Short sales; or
D. Buying or selling put or call options.
OFFICE OF FOREIGN ASSET
CONTROL (OFAC) POLICY
It is the policy of Seaboard Corporation and its subsidiaries (“Seaboard”) to comply with the laws of the United States, which includes rules and regulations of the Office of Foreign Asset Control, a division of the U.S. Treasury (“OFAC”). OFAC is department created to enforce trade sanctions and achieve national security goals of the U.S. against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the U.S. The OFAC regulations prohibit U.S. entities and their foreign branches, U.S. citizens, and any person regardless of citizenship located in the U.S., from engaging in or facilitating transactions or making monetary transfers to certain designated countries and designated entities and persons listed on the OFAC list of Specially Designated Nationals and Block Entities (“OFAC SDN List”). The list includes numerous vessels listed by name, and chartering or placing cargo on such vessels is also forbidden.
Before engaging in or facilitating any foreign transaction or making any monetary transfer, the person responsible for the transaction shall review the OFAC SDN List to ensure that the counterparty(ies) to the transaction is not on the list. This search may be done by reviewing the OFAC SDN List and/or by subscribing to a web-based searchable database to confirm that Seaboard trading partners are not on the OFAC SDN List.
In the event of the discovery of any violation of this policy, the violation should be promptly reported to Seaboard Corporation’s General Counsel.
All applicable records of OFAC compliance, violations and audit work papers will be retained according to OFAC guidelines (5 years).