Code of Ethics
NEVADA
CHEMICALS, INC.
CODE OF ETHICS AND BUSINESS CONDUCT
Nevada Chemicals, Inc. is a company built on integrity. Historically
we have conducted business under a wide umbrella of local and federal
laws, regulations and industry standards. Our long-term success
will be determined by our commitment to excellence in accordance
with the highest ethical standards and compliance with the law.
Nevada Chemicals, Inc. recognizes that it is each officer's and
employee's responsibility to act in accordance with the Company's
standards as set forth in the Code of Ethics and Business Conduct.
The purpose of the Code of Ethics is to establish those standards
and to summarize some of the important laws that affect the Company
and the proper conduct of its business. It is our belief that adherence
to these ethical standards will support an environment of individual
and Company success.
Treat in
an Ethical Manner Those to Whom Nevada Chemicals Has an Obligation
For our employees we are committed to honesty, just management,
fairness, providing a safe and healthy environment free from the
fear of retribution, and respecting the dignity due everyone.
For our customers we are committed to produce reliable products
and services, delivered on time, at a fair price.
For the communities in which we live and work we are committed to
observe sound environmental business practices and to act as concerned
and responsible neighbors, reflecting all aspects of good citizenship.
For our shareholders we are committed to pursuing sound growth and
earnings objectives and to exercising prudence in the use of our
assets and resources.
For our suppliers and partners we are committed to fair competition
and the sense of responsibility required of a good customer.
Obey the
Law
We will conduct our business in accordance with all applicable laws
and regulations. Compliance with the law does not comprise our entire
ethical responsibility. Rather, it is a minimum, absolutely essential
condition for performance of our duties.
Promote a
Positive Work Environment
All employees want and deserve a workplace where they feel respected,
satisfied, and appreciated. We respect cultural diversity, we will
not tolerate harassment or discrimination of any kind -- especially
involving race, color, religion, gender, age, national origin, disability,
and veteran or marital status.
Providing an environment that supports honesty, integrity, respect,
trust, responsibility, and citizenship provides us with the opportunity
to achieve excellence in our workplace. While everyone who works
for the Company must contribute to the creation and maintenance
of such an environment, our executives and management personnel
assume special responsibility for fostering a work environment that
is free from the fear of retribution and will bring out the best
in all of us.
Work Safely:
Protect Yourself, Your Fellow Employees, and the World We Live In
We are committed to providing a drug-free, safe, and healthy work
environment, and to observe environmentally sound business practices.
We will strive, at a minimum, to do no harm and where possible,
to make the communities in which we work a better place to live.
Each of us is responsible for compliance with environmental, health,
and safety laws and regulations. All employees are to observe posted
warnings and regulations and to report immediately to the appropriate
management any accident or injury sustained on the job, or any environmental
or safety concern you may have
Keep Accurate
and Complete Records
We must maintain accurate and complete Company records, including
all financial records and documentation. No one should rationalize
or even consider misrepresenting facts or falsifying records. It
will not be tolerated and will result in disciplinary action.
Keep Company
Information Confidential
Nevada Chemicals requires its employees to keep confidential Company
information including business strategies, pending contracts, new
products, research, financial projections or customer lists. Confidential
information may not be shared or released without proper authority
to anyone not employed by the Company or to an employee who has
no need for such information.
Proprietary Company information may not be disclosed to anyone without
proper authorization, and proprietary documents will be protected
and secure. In the course of normal business activities, suppliers,
customers, and competitors may sometimes divulge to Company employees
information that is proprietary to their business. Nevada Chemicals
requires its employees to respect these confidences.
Follow the
Law and Use Common Sense in Political Contributions and Activities
Nevada Chemicals encourages its employees to become involved in
civic affairs and to participate in the political process. Employees
must understand, however, that their involvement and participation
must be on an individual basis, on their own time, and at their
own expense. In the United States, federal law prohibits corporations
from donating corporate funds, goods, or services, directly or indirectly,
to candidates for federal offices -- this includes employees' work
time.
Avoid Conflict
of Interest
Nevada Chemicals does not seek to gain advantage through improper
use of business contracts or investments. Good judgment and moderation
must be exercised. Employees should avoid any situation that might
involve a conflict of interest between their personal interests and
the interests of the Company. In dealing with customers, suppliers
or competitors, employees should act in the best interests of the
Company to the exclusion of personal advantage.
Avoid Illegal and Questionable Gifts or Favors
The sale of Company products and services should always be free from
even the perception that favorable treatment was sought, received,
or given in exchange for the furnishing or receipt of business courtesies.
Employees will neither give nor accept business courtesies that constitute,
or could be reasonably perceived as constituting, unfair business
inducements or that would violate laws, regulations or policies of
the Company or customer, or could cause embarrassment to or reflect
negatively on the Company's reputation.
Gifts, Gratuities, and Business Courtesies to U.S., State, and
Local Government Employees
Federal Legislative and Judiciary Branches, and State and Local Government
Employees
Employees of the federal Legislative and Judiciary Branches and employees
of state and local government departments or agencies are subject
to a wide variety of laws and regulations. These laws and regulations
and Corporate Policy Statements pertaining to them must be consulted
prior to offering such employees anything of value.
Business Courtesies to Non-Government Persons
Meals, Refreshments and Entertainment
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It
is an acceptable practice for Nevada Chemicals employees to
provide meals, refreshments, entertainment, and other business
courtesies of reasonable value to persons in support of business
activities, provided: |
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The
practice does not violate any law or regulation or the standards
of conduct of the recipient's organization. It is the offeror's
responsibility to inquire about prohibitions or limitations
of the recipient's organization before offering any business
courtesy; and |
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The
business courtesy must be consistent with marketplace practices,
infrequent in nature, and may not be lavish or extravagant.
While it is difficult to define "lavish or extravagant"
by means of a specific dollar amount, a common sense determination
should be made consistent with reasonable marketplace practices.
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Obtain and
Use Company and Customer Assets Wisely
Proper use of Company and customer property, electronic communication
systems, information resources, material, facilities, and equipment
is the responsibility of each employee. All employees must use and
maintain these assets with the utmost care and respect, guarding
against waste and abuse, and never borrow or remove them from Company
property without management's permission. Employees must be cost-conscious
and alert to opportunities for improving performance while reducing
costs. While these assets are intended to be used for the conduct
of Nevada Chemicals' business, it is recognized that occasional
personal use by employees may occur without adversely affecting
the interests of the Company. Personal use of Company assets must
always be in accordance with corporate and company policy - employees
must consult their supervisor for appropriate guidance and permission.
All employees are responsible for complying with the requirements
of software copyright licenses related to software packages used
in fulfilling job requirements.
Do Not Engage
in Speculative or Insider Trading
In our role as a publicly owned company, we must always be alert
to and comply with the security laws and regulations of the United
States and other countries.
... we must always be alert...
It is against the law for employees to buy or sell Company stock
based on material, non-public "insider" information about
or involving the Company. Employees must play it safe and not speculate
in the securities of Nevada Chemicals when they are aware of information
affecting the Company's business that has not been publicly released
or in situations where trading would call judgment into question.
This includes all varieties of stock trading such as options, puts
and calls, straddles, selling short, etc. Two simple rules can help
protect employees in this area: (1) Don't use non-public information
for personal gain. (2) Don't pass along such information to someone
else who has no need to know.
This guidance also applies to the securities of other companies
(suppliers, vendors, subcontractors, etc.) for which employees receive
information in the course of employment at Nevada Chemicals.
Follow Anti
Trust Guidelines
Nevada Chemicals is subject to anti-trust and corporation laws.
These laws prohibit agreements or actions that may restrain trade
or reduce competition. Violations include understandings or agreements
among competitors to fix or control prices; to boycott specified
suppliers or customers; to allocate products, territories or markets;
or to limit the production or sale of products.
Care must be given to ensure any activities are not viewed and would
not be construed as violations of any anti-trust law.
Senior
Financial Officers
Code of Ethics
Overview
All employees,
officers and directors of Nevada Chemicals, Inc. are required to
adhere to the Nevada Chemicals, Inc. Code of Ethics and Business
Conduct.
The Board of
Directors, however, recognizes that our senior financial officers
hold an elevated role in corporate governance. These individuals
are key members of the management team, uniquely capable and empowered
to ensure that the interests of shareholders, employees, suppliers,
and citizens of the communities we serve are appropriately balanced,
protected and preserved.
Accordingly,
the Board has adopted this Senior Financial Officers Code of Ethics,
specifically for the Chief Executive Officer and Chief Financial
Officer, (hereafter, "senior financial officers"). Nevada
Chemicals, Inc. expects that each senior financial officer will
read and understand this Code of Ethics and refer to it as necessary.
Code
of Ethics
Senior
financial officers of Nevada Chemicals, Inc. must:
Act
with honesty and integrity, avoiding actual or apparent conflicts
of interest in personal and professional relationships.
Provide colleagues with information that is accurate, complete,
objective, relevant, timely and understandable.
Comply with applicable laws, rules, and regulations of federal,
state, and local governments and other appropriate private and
public regulatory agencies.
Take all steps reasonably necessary to cause the disclosure
in the Company's periodic reports to be full, fair, accurate, timely
and understandable and to become familiar with the disclosure
requirements applicable to the Company as well as the
business and financial operations of the Company.
Act in good faith, with due care, competence, and diligence,
without misrepresenting material facts or allowing independent
judgment to be subordinated.
Respect the confidentiality of information acquired in the
course of employment.
Share knowledge and maintain skills necessary and relevant
to the company's needs.
Proactively promote ethical and honest behavior within the
workplace.
Assure responsible use and control of all assets, resources,
and information in possession of the Company.
Compliance
and Accountability
Nevada Chemicals,
Inc. expects all of its senior financial officers to comply with
this Code of Ethics and encourages each such officer to report to
the chairperson of the Audit Committee any evidence of a potential
conflict with the intent of this Code of Ethics. The Audit Committee
will determine what action, if any, is necessary, and will recommend
that action for approval to the Board of Directors of the Company.
In determining what action is appropriate in a particular case,
the Board of Directors shall take into account all relevant information,
including the nature and severity of the violation, 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.
©2002
All Rights Reserved. Disclaimer/Legal
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