(Reference Materials Management Policy and Procedure No. MM.HR.3)

Employees engaged in the purchasing function are expected to be free of interests or relationships which are actually or potentially unethical or detrimental to the best interest of the company, and shall not engage or participate in any commercial transaction involving the company, its affiliates, divisions or subsidiaries in which they have a significant undisclosed financial interest.

Any employee engaged in purchasing who has assumed, or is about to assume, a financial or other outside business relationship that might involve a conflict of interest must immediately inform the supervisor of the circumstances involved. This information is to be reviewed at an appropriate level for decision on whether a conflict of interest is present and, if so, what course of action is to be taken. In this connection, a conflict of interest when an employee:

• Has an outside interest that materially encroaches on time or attention which should be devoted to the affairs of the company.



• Has a direct or indirect interest in or relationship with an outsider that is inherently unethical or that might be implied or construed to be, or make possible personal gain due to the employee's ability to influence dealings; render the employee partial toward the outsider for personal reasons or otherwise inhibit the impartiality of the employee’s business judgment; place the employee or the organization in a equivocal or embarrassing or ethically questionable position; or reflect on the integrity of the organization.



• Takes personal advantage of an opportunity that properly belongs to the company.



• Uses company property without approval.



• Buys or sells stock at a time when the employee has “inside” information as a result of his position or job within the company.



• Discloses company trade secrets or any other proprietary information to unauthorized persons.