Accounting and Other Record Keeping
Our policy is to maintain accurate and complete Company records at all times. If you are a record keeper of any kind, you must never misrepresent facts or falsify records.
If you are involved in any way in the preparation of our financial statements, you must ensure that all financial transactions are recorded in accordance with generally accepted accounting principles and you must comply with our established system of internal controls at all times. We have established accounting policies and procedures that are accessible to all employees involved in the preparation of our financial statements. All such employees must comply with those policies and procedures at all times. We are committed to providing our investors with accurate, complete and transparent financial information and all employees involved in recording our financial transactions are expected always to act in accordance with that objective. No accounting entry should ever be made that disguises the true nature of any transaction. All information provided to auditors, both internal and external, must be complete and accurate and we require that you cooperate fully with our auditors in providing them any information they may request. Any confirmation requests received from the auditors of any of our customers or vendors must be forwarded to the appropriate accounting personnel. For more information about where to forward audit confirmation requests from our business partners, see “Contact Information” at the back of this booklet. If you are an accounting employee responsible for responding to audit confirmations from our business partners, you must always ensure that our responses are accurate and complete.
From time to time, we enter into written agreements with suppliers, vendors, customers and other business partners. In order to ensure that our financial statements accurately reflect our business agreements, all written agreements must always fully and accurately reflect the terms of the business arrangement. You must never enter into or issue any “side letter” or make any representation that is inconsistent with the actual business arrangement. You must never knowingly take any action intended to allow one of our business partners to improperly characterize or account for a business transaction.
In our manufacturing operations, we maintain many types of important records in addition to financial records, such as service reports, production and maintenance logs, safety records, laboratory reports, shipping and receiving records and reports prepared for governmental agencies. Also, many employees submit time records or written expense reports. All such records must always be prepared in an accurate, honest and timely manner.
Compliance with Laws
It is our policy to fully comply with all laws applicable to our Company in the places where we conduct business. We expect you to be informed about the laws that are applicable to your role in our organization. You must never knowingly take any action that violates the law or that would enable another person or entity (such as a customer or Supplier) to violate the law. Remember that violations of law can carry substantial criminal and civil penalties for both our Company and for the individual(s) who caused or allowed such violation.
Antitrust Compliance
Many routine business activities can present issues and challenges under the antitrust laws. If you are involved in establishing our prices or terms of sale, bidding for contracts, or dealing with customers, distributors or suppliers, you are expected to be familiar with the antitrust laws applicable to our business. Understanding and complying with the antitrust laws is essential to our continued success. At a minimum, no one should ever:
- Make any agreement with a competitor regarding pricing, pricing practices, bids, bidding practices, terms of sale or marketing practices;
- Agree with a competitor to coordinate or allocate bids;
- Divide customers, markets or territories with a competitor;
- Agree with a competitor not to deal with another company;
- Attempt to control a customer’s resale price;
- Discriminate unfairly between customers regarding price or other terms;
- Force a customer to buy one product in order to get another product; or
- Engage in any other unfair methods of competition or deceptive acts or practices.
Under the antitrust laws, a prohibited agreement with a competitor or customer does not have to be a written contract or even involve an express commitment. A “nod and wink,” a tacit “understanding” or even a silent approval may be sufficient. Since we operate in a highly competitive environment in which prices may be very similar among competitors, it is important to avoid even the appearance of an illegal agreement. Therefore, it is our policy that (unless it has been approved by our Law Department) you may not discuss with any competitor any sensitive subject such as customer prices, bids or bidding practices, costs, production levels, selling strategies, terms or conditions of sale, market shares, territories or customer lists. If during a trade association meeting, for example, a discussion begins regarding prohibited subjects, you must not participate in the discussion, must leave the meeting if necessary and must promptly report the incident to our Law Department. Similarly, you must never send or receive any information of a type described above directly to or from a competitor.
Document Retention
Certain documents and other records pertaining to our business must be maintained for specific periods of time for possible review by regulatory authorities. We have established a comprehensive Document Retention Policy that prescribes the period of time that all of our business records must be maintained, and outlines the required procedures for discarding our business records. You are expected to be familiar with, and to at all times comply with, our Document Retention Policy as it relates to the types of records that you deal with.
In addition, from time to time we receive requests for information from government agencies or other third parties for documents related to our business. Once we have received such a request (or become aware that we are going to receive such a request), we are often prohibited by law from destroying any document that would be responsive to that request. If you are advised that we have received any such document request, you must not destroy any requested or related documents until you have been advised by our Law Department that you are permitted to do so.
Government Contracts/Gifts to Government Employees
In business dealings involving direct or indirect sales to any federal, state or local governmental or quasi-governmental entity, whether or not financed with appropriated funds, our policy is to fully and strictly comply with all applicable laws, regulations and contract provisions, and be completely truthful in making all certifications and representations called for by government procurement documents and in all dealings with government employees.
In connection with government contracting, we may not:
- Lobby government agencies for contract awards using any appropriated funds received from the government;
- Pay contingent fees for contract awards except as authorized by law to bona fide employees or to a bona fide established commercial or selling agency;
- Solicit or obtain from any federal agency or any other source, a competitor’s bid or proposal information or an agency’s source selection information prior to the award of the agency procurement contract to which the information relates;
- Subcontract for supplies or services of $25,000 or more, which will be used in connection with our performance of a federal procurement or nonprocurement contract, with any firm or individual that is debarred, proposed for debarment, suspended or otherwise ineligible for participation in any federal procurement or nonprocurement transaction, unless there is a compelling reason to do so and with an explanation thereof to the government contracting officer; or
- Falsify any document relating to the award or performance of or payment under, any government contract or subcontract.
If you are involved with any aspect of a government contract, you must not take any action that would violate any of these requirements.
Also, federal, state and local government agencies have strict rules describing when government employees can and cannot accept entertainment, meals, transportation, gifts and other things of value from companies and people that they regulate or with whom they do business. In order to avoid any problem in this area, you must not give, or offer to give, to government personnel any items, service, entertainment, meal, gift or transportation, regardless of value, without first consulting our Law Department. Of course, you may entertain relatives or personal friends employed by government agencies. It should be made clear, however, that such entertainment is social in nature and not related to business. No expenditures for such social entertainment are reimbursable by our Company.
Our policy is not to hire as a “principal” any person who is currently debarred, proposed for debarment, suspended or otherwise declared ineligible to participate in the procurement or nonprocurement programs of any agency of the federal government or of any state government. Also, we will not hire as a “principal” any person who is the subject of criminal or civil charges by a government entity that he or she violated the laws relating to procurement or nonprocurement transactions with a governmental entity or violated federal or state antitrust laws relating to falsification or destruction of records, the making of false statements, tax evasion or the receiving of stolen property. Also, we will not hire as a “principal” any person who has within the past three years been convicted of or had a civil judgment rendered against him or her for any of the conduct described in the previous sentence. For this purpose, a “principal” means an officer, director, a person having primary management or supervisory responsibilities, or a person who has substantial influence or control over procurement or nonprocurement transactions with a governmental entity. We must make reasonable inquiries as necessary of all prospective new employees regarding any present or proposed suspensions or debarments and any pending criminal or civil charges or criminal convictions or civil judgments of the type described above. We must also consult the General Service Administration list of debarred and excluded individuals. Any current employee who is proposed for suspension or debarment or suspended from eligibility to participate in the procurement or nonprocurement programs of any agency of the federal government or any state government, or who becomes the subject of criminal or civil charges of a type described above, will be excluded from acting as a “principal” until his or her eligibility has been determined and/or the criminal or civil charges have been resolved in a manner that would permit the person to act as a “principal.”
International Business
Our policy is to fully comply with the specific laws and regulations of all countries where we do business, and with all U.S. laws affecting international trade such as anti-boycott, economic sanctions, export controls, and anti-corruption laws. If you are involved in our international operations, purchasing or sales to any customer in a foreign country, you:
- Must report to our Law Department any request you may receive to participate in a boycott;
- Must never bribe, offer to bribe, or appear to bribe, a foreign government official or agent, politician or political party to obtain or retain business or to otherwise improperly influence a decision-making process. The term "foreign government official" includes employees of state-owned or state-controlled entities. A bribe can take many forms other than the payment of money. Providing anything of value that has the potential to improperly influence the recipient -- including lavish meals or entertainment, travel, positions of employment for family members or friends -- is prohibited. Any supplier or other person or entity acting on behalf of TreeHouse is likewise prohibited from making similar prohibited payments. You must accurately report all amounts spent on any of these approved expenditures;
- Must never engage in any commercial or financial transactions with persons, companies, entities, or countries subject to economic sanctions;
- Must never export controlled goods, services, software, technology, or technical data to prohibited countries or end-users, or for prohibited end-users;
- Must avoid actions that might directly or indirectly facilitate prohibits sales, exports, or transactions by foreign companies; and
- Must take reasonable steps to identify and screen the ultimate end-users for our products against the relevant sanctioned country and denied party lists.
Political Contributions
You must never use any Company facility or other resource in connection with campaign activity without prior confirmation of its legality from our Law Department. You must never give, offer or promise anything of value as a bribe, gratuity or kickback to any U.S. federal, state or local public official. You are free, of course, to participate or contribute in or to any political campaigns as an individual, subject to the individual limitations under law.
If you interact with public officials on behalf of our Company, you must always comply with all applicable laws including those regarding lobbying and consult our Law Department when necessary.
Securities Trades
If you possess any material information about our Company that we have not yet disseminated to the public, you must not:
- Buy or sell our stock;
- Pass such information on to anyone else (even to other employees, unless they have a business need to know); or
- Engage in any other action to take advantage of that non-public material information.
“Material” information includes any information that an investor would consider important in deciding whether to buy or sell our stock. Either positive or negative information can be “material.” Examples of information that you might possess that would be considered to be “material” under the securities laws are:
- Our quarterly or annual financial or operating results;
- A significant acquisition or sale of assets or divestiture of a major subsidiary;
- A pending or proposed merger or tender offer;
- A significant change in management;
- A significant new product or technology;
- Declaration of a stock split or the offering of additional securities; or
- A threatened or pending claim against, or investigation involving, our Company (including product liability claims).
The restrictions of this policy also apply to your family members and others living in your household. You are responsible for the compliance of such persons with the securities laws.
Even the appearance of an improper transaction must be avoided. Accordingly, even if you believe that you do not possess non-public material information about our Company, you should never make a recommendation to anyone to buy, sell or hold our stock. Further, anytime we issue a press release announcing a material event (such as our quarterly press release regarding our financial results) you must wait until the second business day after such release to buy or sell our stock. Officers, Directors and certain key employees will be subject to occasional “black-out” periods during which no purchases or sales of our stock may be executed (with certain limited exceptions). If you are an Officer or Director, you must pre- clear any purchase or sale of our stock with our Law Department in order to ensure that a trading “black-out” is not in effect.
Conflicts of Interest
You must always discharge your job responsibilities solely on the basis of the Company’s best interests, independent of any personal considerations or relationships. Therefore, you must avoid any financial interest or other business relationship (such as with a competitor, supplier or customer of our Company) that might interfere with your effective job performance or be adverse to the interests of our Company, except for any investment in an insignificant amount of securities issued by a publicly-traded company or an investment or relationship that is approved as described below. It is our policy that you should avoid any financial or other business relationships that would create even the appearance of conflicting loyalties or interests.
In all dealings with vendors, you must never request or accept any payment or other significant things of value that would have the apparent or potential purpose or result of influencing your business decisions. Unless your supervisor otherwise approves in advance, you may not accept gifts or entertainment from vendors unless:
- The gift or entertainment is of nominal value and in a form that it could not be construed as a bribe or payoff;
- Giving and accepting the gift or entertainment is consistent with accepted ethical customs and practices; and
- Disclosure of the gift or entertainment to our shareholders, the public and your fellow employees would not embarrass our Company or you.
If you have any interest or relationship with a supplier, competitor, customer or other entity that might appear to compromise your duty of loyalty to our Company, to impair your ability to objectively act in the best interest of our Company, or to pose any other sort of conflict of interest, you must bring it to our attention immediately. If you are an Executive Officer or Director of TreeHouse Foods, Inc., you must report the conflict or potential conflict to our Law Department so that the conflict can be considered by the Nominating and Corporate Governance Committee of our Board of Directors. If you are not an Executive Officer or Director, you must report an actual or potential conflict of interest to your supervisor for consideration. Any such conflict or potential conflict will only be approved if it is determined that it will not materially impair your ability to perform your duties in the best interests of the Company.
Disclosure of Information About Our Company
Our policy is to comply with all applicable laws regarding disclosure of information about our Company, including those that prohibit us from making “selective disclosures.” In order to ensure that all disclosures of Company information (such as sales and earnings information and other developments of importance to investors, regulators and the general public) are complete, accurate and in full compliance with the law, it is our policy that all such disclosures will be made only through specifically authorized persons. Unless you have been specifically authorized to do so, you are strictly prohibited from discussing Company affairs of the type described above with securities analysts, media representatives, government officials or other outsiders. Should any securities analyst, media representative, government official or other outsider request an interview with you or seek any Company information from you of a type described above, whether or not confidential or proprietary, you should refer them to our General Counsel. You will find information about how to contact our General Counsel under “Contact Information” at the back of this booklet.
In order to avoid an inadvertent disclosure of confidential information about our Company, you should avoid engaging in discussions about important Company information in public places or on-line forums, unless such discussions are conducted in a manner that would prevent others from learning the confidential information.
If you have been authorized to make written or oral disclosures on behalf of our Company, it is your responsibility to ensure that all such disclosures, including those contained in documents to be filed with applicable securities regulations, are complete, accurate, transparent, timely and in accordance with all applicable laws.
Protection of Company Assets
You are expected to use your best efforts to protect the value of our Company assets, both tangible and intangible.
All equipment, supplies, software and other tangible assets used in our business must be treated with care. You are responsible for ensuring that all equipment issued to you is properly used, stored and maintained. Unauthorized use of Company equipment, supplies, software or other assets (including any use that is in violation of this Code) is prohibited. You must never make unauthorized copies of any Company software or remove any Company equipment or other assets from our premises without specific authorization.
Remember that our intangible assets are just as valuable as our tangible assets. You must maintain the confidentiality of non-public information about our Company. Confidential information is any information of a confidential, proprietary or secret nature related to our business. It includes, among other things, confidential business processes, practices or results of operations, trade secrets, formulas, manufacturing techniques, research and development information, business plans or forecasts (including plans with respect to proposed acquisitions of other companies or their assets), customer lists or other sales data, personnel information, marketing plans and information concerning any pending or threatened litigation or claims against our Company. We also expect you to protect the confidentiality of any such information we may have about our customers, business partners, suppliers, distributors and others with whom we do business or with whom we have signed a confidentiality agreement.
You must never disclose confidential information to outsiders (including customers, suppliers or press representatives or on Internet message boards or other social media) or even to other employees whose duties do not require them to have the information. You should use extreme caution when using email or social media to transmit information which may contain our Company trade secrets, business plans or any other confidential or proprietary information since email messages and social media can easily be forwarded to or viewed by other individuals.
Finally, you must not use confidential business information to advance your personal interests (or that of any third party) through investment activities or otherwise.
This provision and the Code generally are not intended, and should not be interpreted, to preclude or dissuade employees from engaging in any activities protected by state or federal law, including (a) the National Labor Relations Act, such as discussing wages, benefits or terms and conditions of employment, forming, joining or supporting labor unions, bargaining collectively through representatives of their choosing, raising complaints about working conditions for their and their fellow employees' mutual aid or protection, or (b) initiating or participating fully (including, to the extent protected by law, the act and method of providing confidential information) in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the U.S. Securities & Exchange Commission or any other governmental agency for which the Company cannot impose any such limitation.
Pursuant to its obligations as a federal contractor, the Company will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or (c) consistent with the contractor’s legal duty to furnish information.