Antitrust/Competition Compliance Policy

RIGID INDUSTRIAL PACKAGING & SERVICES
and Packaging Accessories, including Tri-Sure® Closures; Container Life Cycle Management;, EarthMinded® Life Cycle Services; Delta Companies Group
FLEXIBLE PRODUCTS & SERVICES

As an employee of Greif or its subsidiaries (“Greif”), you are subject to Greif’s Code of Business Conduct and Ethics. Among other matters, the Code requires that all employees “Comply with all laws, rules and regulations.” Greif conducts business in more than 50 countries around the world and our employees are citizens of many different countries. Consequently, our business is subject to the antitrust and competition laws of many countries, provinces, states and other government organizations. It is each employee’s responsibility to know and understand the legal requirements applicable to his or her job.

The laws of the United States frequently extend to the operations of Greif and its subsidiaries and affiliates around the world, as well as the activities of its employees regardless of location. For that reason and to facilitate administration and compliance and for other reasons, in addition to complying with all applicable national antitrust or competition laws, all Greif employees must also observe the antitrust laws of the United StatesAlways remember that violations of Greif policy and the law can subject you and the Company to severe criminal penalties and monetary damages.

The U.S. Department of Justice, the European Commission and other national anti-trust/competition authorities have been vigilant in investigating and charging companies with antitrust or competition-related crimes. These cases have shown that the alleged actions of a few individuals can have a dramatic adverse effect on their employer company and other companies in the industry. It is therefore in the interest of Greif to adopt on a worldwide basis effective antitrust/competition compliance practices.

The concepts set out in this Policy are generally stricter than what is required by law. This is in recognition of the fact that antitrust/competition investigations and lawsuits, even if without merit, are often brought on mere appearances of impropriety, and are extraordinarily expensive, time-consuming, and disruptive.Since these Guidelines are necessarily general in nature and cannot address in detail every situation that may arise, consultation with the Greif Legal Department is strongly recommended when analyzing specific issues and circumstances.

 

I. Public Communications

Some public communications by companies, in press releases, on web sites or otherwise, have the potential to be challenged as improper communications between competitors.It is therefore important when making such statements to consider whether the language used or the information conveyed could be characterized as “signaling” or an “invitation to collude.”

To minimize the risk of antitrust/competition investigations and litigation and the allegation of inappropriate competitor communications, take the following precautions.Deviations from these precautions may be appropriate in particular situations after review and approval by the Greif Legal Department.

A. Price Announcements

  • Public announcements of price increases or decreases may be made only after affected customers have been notified and only if the public announcement is approved by Greif’s General Counsel and Vice President of Communications.Only Greif’s Vice President of Communications may issue public announcements.
  • Price announcements should be made no farther in advance than is reasonably necessary for customers to plan for the increase and/or to notify their customers. A practice of making price announcements with a lead time of more than 30 to 60 days may be characterized as providing “negotiation time” for reaching consensus with competitors about price levels and should be reviewed by the Greif Legal Department.
  • If you wish to respond to media inquiries, do so only after decisions have been finalized and announcements to customers have been completed. (For example, if a trade publication calls asking if you have announced a price increase, respond only if your announcement to your customers has been completed, and then only confirm what you have done (“we have made an announcement of “X” to our customers”). In addition, Greif’s Vice President of Communications must be consulted in all cases
  • As with media inquiries, respond to equity and other analyst inquiries only after decisions have been finalized and announcements to customers have been completed. Under regulations of the U.S. Securities and Exchange Commission (“SEC”), special care needs to be exercised in responding to analysts since Greif stock is publicly traded in the United States.

B. Presentations to Analysts and Investors

Presentations to analysts and investors may require discussion of subjects such as prices or trends, capacity, operating rates, costs, inventory, backlogs, or market conditions.Review by the Greif Legal Department is strongly recommended in such situations to ensure that the communication is framed in a way that cannot be portrayed as “signaling” or an “invitation to collude” and is limited to information necessary to meet Greif’s disclosure obligations to the investment community consistent with SEC requirements.

C. Other Public Announcements

Certain announcements to third parties regarding industry actions could be challenged as an illegal call for competitors to make collective business decisions. For example, do not say things such as:

“The industry needs to show some discipline to get prices up.”
“We all need to recognize that there is too much capacity and we need to do something about it.”
“No one is making money at today’s prices.”

D. Communications about Greif’s Business Decisions

Communications regarding competitively sensitive topics such as pricing, output, and capacity should clearly document the unilateral, legitimate reasons why particular actions were taken. For example, if a price increase was justifiable due to increased costs or increased demand, that information should be stated.

  • Vague statements about industry conditions or actions by competitors should be avoided. For example, do not say things like: “The price increase is in line with general price increases industry-wide.
  • Where information about competitive conditions in the industry is obtained from legitimate sources, such as customers or industry publications, the source of the information should be documented
  • Special care should be given, in internal documents that discuss reasons for market decisions, to document the unilateral reasons for those decisions. For example, you might note that raw material prices are up and demand has increased as a reason to increase prices
  • Avoid speculation about the motives for competitors’ actions. For example, do not say things such as: “Others followed our lead...”

E. Publications that Conduct Market Surveys

The following guidelines are suggested for communications with publications that conduct market surveys and report estimates of current market prices:

  • Whether Greif chooses to provide data to a market reporting service should be decided by an officer of Greif. Any data so provided should be current and accurate data reflecting actual open market transactions. If Greif does not have any open market sales/purchasers in a product category, do not report any pricing data in that category. Do not provide forecasts or any other comments on possible future prices or product availability
  • To avoid the appearance that the reporting service is acting solely for the manufacturers, provide data only to those reporting services that report current market activity after consulting with both manufacturers and purchasers. Only respond to inquiries from market reporting services, do not initiate calls to them
  • Avoid commenting to reporting services about their published reports, except to correct a serious erroneous report attributed directly to Greif. Do not comment to reporting services on activities or rumors relating to other companies
  • In considering whether to provide data to a market reporting service, consider whether the service follows appropriate practices to minimize litigation risk to the industry, such as publishing their market price estimates on an aggregated basis, rather than detailing data by individual companies.

 

II. Company-to-Company Interactions/Information Exchanges/ Benchmarking (with competitors)

A. Benchmarking

Communications of any kind among competitors, including benchmarking, can generate a perception that competitors misuse these exchanges to reach and enforce agreements on, for example, price, production, or allocation of markets. In Australia for instance, the Australian Competition and Consumer Commission is likely to view benchmarking as an attempt to fix prices. While limited benchmarking programs can enhance efficiencies and reduce costs, such programs should be approved by the Greif Legal Department in advance and should involve careful planning, control and execution.

To minimize the antitrust risk and the perception of inappropriate competitor communications, the following precautions are recommended:

  • Benchmarking with non-competitors, such as companies in other industries, should pose little or no antitrust legal risk
  • Direct benchmarking involving contact with competitors should be limited, done only in exceptional circumstances and with prior review and approval from senior management and review by the Greif Legal Department
  • Benchmarking and statistics done by third parties (for example, a trade association or a consulting firm) should not pose significant risks if done in accordance with the following:
  1. the survey is done by a third party (for example, trade association or consultant)and the data are maintained as confidential;
  2. the data published are more than three months old; and
  3. the data published are aggregated such that no data point has data from fewer than five respondents and no single respondent accounts for more than 25% by weight.

B. Company-to-Company Interactions

Company-to-company interactions and formal or informal information exchanges may be portrayed as collusion to set prices or other anticompetitive behavior.To avoid this misperception, the following precautions are recommended:

  • Do not communicate with competitors on sensitive competitive topics (other than in connection with legitimate purchase and sale transactions as set out in III. below, in which case the communication should be limited to the information necessary to complete the legitimate transaction). Sensitive competitive topics include the following:

Prices
Profit margins
Bids (or intent to bid or not to bid)
Credit standards
Discounts
Inventory levels
Rebates
Terms of sale
Pricing plans
Changes in operating rates
Expansion and contraction plans
Facility closures
Changes in operating schedules
Capacity or output
Selection or classification of customers
Costs
Markets, marketing strategies or plans
Dividing markets, geographic territories or customers
Boycotting any customer, supplier or other competitor
Termination of a customer relationship

In the case of labor costs in multi-employer bargaining situations, consult with the Greif Legal Department.

  • Do object to any dealings or discussions involving competitive information by stating “It is improper to discuss such matters” and remove yourself from the conversation. Immediately follow up any such dealings or conversations by consulting with the Greif Legal Department and send all documents related to such matters to the Greif Legal Department.
  • Minimize informal contacts between competitors, such as plant visits between company engineers, except as reviewed and approved by the Greif Legal Department. While certain activities, such as safety and environmental benchmarking are appropriate, competitor contacts, no matter how laudable, raise sufficient risks of misperception that utmost care must be taken.
  • Forward to the Greif Legal Department any correspondence, email or other written communication received from a competitor that discusses competitive information.
  • Do not select distributors and other customers on the understanding that products will be resold only at prices specified by Greif.
  • Any exclusive dealing arrangement, requirements contract, reciprocal dealing arrangement, or requirement that a customer must purchase from Greif other unwanted products or services (commonly called a tying or bundling arrangement) must be reviewed by the Greif Legal Department.

 

III.     Purchase and Sale Transactions Among Competitors

Two basic principles should be followed.

  • Any communication with a competitor/supplier or competitor/customer must be in the context of a legitimate, good faith interest in buying or selling. This does not mean that every conversation must result in a purchase or sale. For example, company X may call supplier Y to explore a purchase, but learns that there is no product availability or the price isn’t right. However, the context is that company X had a genuine, legitimate interest in buying. This is to be contrasted with a “dummy” call where there is no interest in buying, but the call is made primarily to obtain market information.

  • Assuming that the first principle is met, the conversation should be strictly limited to matters directly necessary to complete the transaction at hand. Never exchange “competitive intelligence” during these discussions. This includes discussions about general market trends, supply or demand, pricing, or other competitors that is not related to bona fide needs for the transaction at hand.

 

IV.     Participation in Industry Conferences/Meetings

No employee may join any trade association, multi-employer group or other organization without approval by an officer of Greif or that employee’s Business Unit manager.

Attendance by an employee at a trade show, trade association meeting and/or industry-wide meeting or conference must be reviewed by an officer of Greif or that employee’s Business Unit manager for appropriateness. Particular care should be taken if meetings involve personnel with pricing authority. Industry pricing, market trends and other sensitive competitive topics should never be mentioned or discussed in any fashion. If pricing or any inappropriate topic is raised by a competitor, Greif personnel should object and, if necessary, leave immediately. The Greif Legal Department should be contacted immediately whenever improper matters are discussed and provided with any relevant documents.

Special care should be given when making presentations at trade association or industry meetings and conferences or trade shows, especially on topics with competitive sensitivity (for example, prices or trends, capacity, operating rates, costs, or market conditions). If the presentation is on a topic of competitive sensitivity, that presentation should be reviewed by the Greif Legal Department and the legal counsel for the group producing the event.

 

V.     Agents

The actions of agents can create the risk of antitrust/competition proceedings. Greif should encourage its agents to adopt suitable antitrust compliance guidelines and should consider the existence and effectiveness of such guidelines in evaluating the performance of their agents. In the case of agents that serve multiple companies in the same industry, such compliance guidelines should specifically address the special challenges of such relationships, including safeguards against the flow of information among competitors that might be portrayed as reducing competition.

 

VI.   Compliance with Other Antitrust and Competition Laws

This Policy is focused primarily on conduct and circumstances that relate to price fixing, but all employees must remain mindful of and comply with laws pertaining to price discrimination (in the U.S., this is called the Robinson-Patman Act), abuse of dominant position, refusal to deal or boycotting of customers, product tying arrangements, exclusive dealing arrangements and other applicable laws. You should always consult with the Greif Legal Department with any questions regarding these matters and in any situation that appears to have the potential to violate antitrust or competition laws.

Revised:  May 1, 2011

pdf version


Antitrust Compliance Policy

GREIF PAPER PACKAGING AND LAND MANAGEMENT

As an employee of Greif, Inc. or its subsidiaries (“Greif”), you are subject to Greif’s Code of Business Conduct and Ethics.Among other matters, the Code requires that all employees “Comply with all laws, rules and regulations”.While all laws are important, the United States laws relating to antitrust, and in particular price-fixing, merit particular attention given the history of the paper and timber industries and the consequences of violations.Always remember that violations of Greif policy and the law can subject you and the Company to severe criminal penalties and monetary damages. It is each employee’s responsibility to know and understand the legal requirements applicable to his or her job.

The U.S. Department of Justice has been vigilant in investigating and charging companies with antitrust crimes.These cases have shown that the alleged actions of a few individuals can have a dramatic adverse effect on their employer company and other companies in the industry.It is therefore in the interest of Greif to adopt effective antitrust compliance practices.

The concepts set out in this Policy are generally stricter than what is required by law.This is in recognition of the fact that antitrust investigations and lawsuits, even if without merit, are often brought on mere appearances of impropriety, and are extraordinarily expensive, time-consuming, and disruptive.Since these Guidelines are necessarily general in nature and cannot address in detail every situation that may arise, consultation with the Greif Legal Department is strongly recommended when analyzing specific issues and circumstances.

 

I.     Public Communications

Some public communications by companies, in press releases, on web sites or otherwise, have the potential to be challenged as improper communications between competitors.It is therefore important when making such statements to consider whether the language used or the information conveyed could be characterized as “signaling” or an “invitation to collude.”Particular care should be taken when making announcements concerning competitively sensitive matters such as price changes and downtime.

To minimize the risk of antitrust investigations and litigation and the allegation of inappropriate competitor communications, take the following precautions.Deviations from these precautions may be appropriate in particular situations after review and approval by the Greif Legal Department.

A.    Price Announcements

  • Public announcements of price increases or decreases may be made only after affected customers have been notified and only if the public announcement is approved by Greif’s General Counsel and Vice President of Communications.Only Greif’s Vice President of Communications may issue public announcements.
  • Price announcements should be made no farther in advance than is reasonably necessary for customers to plan for the increase and/or to notify their customers. A practice of making price announcements with a lead time of more than 30 to 60 days may be characterized as providing “negotiation time” for reaching consensus with competitors about price levels and should be reviewed by the Greif Legal Department.
  • If you wish to respond to media inquiries, do so only after decisions have been finalized and announcements to customers have been completed.(For example, if a trade publication calls asking if you have announced a price increase, respond only if your announcement to your customers has been completed, and then only confirm what you have done (“we have made an announcement of “X” to our customers”).In addition, Greif’s Vice President of Communications must be consulted in all cases.
  • As with media inquiries, respond to equity and other analyst inquiries only after decisions have been finalized and announcements to customers have been completed.Under regulations of the U.S. Securities and Exchange Commission (“SEC”), special care needs to be exercised in responding to analysts since Greif stock is publicly traded in the United States.

B.     Future Downtime

To avoid the allegation that public disclosures of future downtime are signaling anticompetitive behavior, the following precautions are recommended:

  • Limit announcements of future downtime to the smallest audience that has a legitimate need to know and only after downtime decisions have been finalized.
  • Generally, do not make future downtime announcements to the media (including trade publications) or industry analysts, except as may be required by Greif’s disclosure obligations to the investment community consistent with SEC requirements.

C.     Presentations to Analysts and Investors

Presentations to analysts and investors may require discussion of subjects such as prices or trends, capacity, operating rates, costs, inventory, backlogs, or market conditions.Review by the Greif Legal Department is strongly recommended in such situations to ensure that the communication is framed in a way that cannot be portrayed as “signaling” or an “invitation to collude” and is limited to information necessary to meet Greif’s disclosure obligations to the investment community consistent with SEC requirements.

D.     Other Public Announcements

Certain announcements to third parties regarding industry actions could be challenged as an illegal call for competitors to make collective business decisions.  For example, do not say things like:

“The industry needs to show some discipline to get prices up.”

“We all need to recognize that there is too much capacity and we need to do something about it.”

“No one is making money at today’s prices.”

“People need to take downtime if we are going to get out of the hole we are in.”

E.     Communications about Greif’s Business Decisions

  • Communications regarding competitively sensitive topics such as pricing, output, downtime, and capacity should clearly document the unilateral, legitimate reasons why particular actions were taken.For example, if a price increase was justifiable due to increased costs or increased demand, that information should be stated.If downtime at a mill is being taken for maintenance purposes, that fact should be stated.
  • Vague statements about industry conditions or actions by competitors should be avoided.For example, do not say things like: “The price increase is in line with general price increases industry-wide.”
  • Where information about competitive conditions in the industry is obtained from legitimate sources, such as customers or industry publications, the source of the information should be documented.
  • Special care should be given, in internal documents that discuss reasons for market decisions, to document the unilateral reasons for those decisions.For example, you might note that raw material prices are up and demand has increased as a reason to increase prices, or that company inventories are up and demand is soft as a reason to take downtime.
  • Avoid speculation about the motives for competitors’ actions.For example, do not say things like: “Others followed our lead...”

F.     Publications That Conduct Market Surveys

The following guidelines are suggested for communications with publications that conduct market surveys and report estimates of current market prices, such as Pulp & Paper Week and Random Lengths:

  • Whether Greif chooses to provide data to a market reporting service should be decided by an officer of Greif.Any data so provided should be current and accurate data reflecting actual open market transactions.If Greif does not have any open market sales/purchasers in a product category, do not report any pricing data in that category.Do not provide forecasts or any other comments on possible future prices or product availability.
  • In order to avoid the appearance that the reporting service is acting solely for the manufacturers, provide data only to those reporting services that report current market activity after consulting with both manufacturers and purchasers.Only respond to inquiries from market reporting services, do not initiate calls to them.
  • Avoid commenting to reporting services about their published reports, except to correct a serious erroneous report attributed directly to Greif.Do not comment to reporting services on activities or rumors relating to other companies.
  • In considering whether to provide data to a market reporting service, consider whether the service follows appropriate practices to minimize litigation risk to the industry, such as publishing their market price estimates on an aggregated basis, rather than detailing data by individual companies.

 

II. Company to Company Interactions/Information Exchanges/ Benchmarking (with Competitors)

A.     Benchmarking

Communications of any kind among competitors, including benchmarking, can generate a perception that competitors misuse these exchanges to reach and enforce agreements on, for example, price, production, or allocation of markets.While limited benchmarking programs can enhance efficiencies and reduce costs, such programs should be approved by the Greif Legal Department in advance and should involve careful planning, control and execution.

To minimize the antitrust risk and the perception of inappropriate competitor communications, the following precautions are recommended:

  • Benchmarking with non-competitors, such as companies in other industries, should pose little or no antitrust legal risk
  • Direct benchmarking involving contact with competitors should be limited, done only in exceptional circumstances and with prior review and approval from senior management and review by the Greif Legal Department
  • Benchmarking and statistics done by third parties (for example, a trade association or a consulting firm) should not pose significant risks if done in accordance with the following:
  1. the survey is done by a third party (for example, trade association or consultan and the data is maintained as confidential;
  2. the data published is more than three months old; and
  3. the data published is aggregated such that no data point has data from fewer than
  4. five respondents and no single respondent accounts for more than 25% by weight

Appendix A contains the AF&PA Statement of Policy and Procedures Regarding Statistical Reports.Variations from these parameters may be appropriate in particular situations after review and approval by the Greif Legal Department.The AF&PA statistics program has undergone rigorous antitrust counsel review and may be a useful reference when Greif considers participation in benchmarking or information-sharing programs sponsored by other trade associations.

B.     Company to Company Interactions

Company to company interactions and formal or informal information exchanges may be portrayed as collusion to set prices or other anticompetitive behavior.To avoid this misperception, the following precautions are recommended:

  • Do not communicate with competitors on sensitive competitive topics (other than in connection with legitimate purchase and sale transactions as set out in III. below, in which case the communication should be limited to the information necessary to complete the legitimate transaction).Sensitive competitive topics include the following:

PricesProfit Margins
Bids (or intent to bid or not to bid)
Credit standards
Discounts
Inventory levels
Rebates
Terms of sale
Pricing plans
Changes in operating rates
Expansion and contraction plans
Facility closures
Changes in operating schedules
Capacity or output
Downtime or turnaround plans
Costs
Selection or classification of customers
Markets, marketing strategies or plans
Dividing markets, geographic territories or customers
Boycotting any customer, supplier or other competitor
Termination of a customer relationship

In the case of labor costs in multi-employer bargaining situations, consult with the Greif Legal Department.

  • Do object to any dealings or discussions involving competitive information by stating“It is improper to discuss such matters” and remove yourself from the conversation.Immediately follow up such dealings or discussions by consulting with the Greif Legal Department and send all documents related to such matters to the Greif Legal Department.
  • Minimize informal contacts between competitors, such as plant visits between company engineers, except as reviewed and approved by the Greif Legal Department.While certain activities, such as safety and environmental benchmarking are appropriate, competitor contacts, no matter how laudable, raise sufficient risks of misperception that utmost care must be taken.
  • Forward to the Greif Legal Department any correspondence, email or other written communication received from a competitor that discusses competitive information.
  • Do not select distributors and other customers on the understanding that products will be resold only at prices specified by Greif.
  • Any exclusive dealing arrangement, requirements contract, reciprocal dealing arrangement, or requirement that a customer must purchase from Greif other unwanted products or services (commonly called a tying or bundling arrangement) must be reviewed by the Greif Legal Department.

 

III.      Purchase and Sale Transactions Among Competitors

A.     Two basic principles should be followed

Any communication with a competitor/supplier or competitor/customer must be in the context of a legitimate, good faith interest in buying or selling. This does not mean that every conversation must result in a purchase or sale.For example, company X may call supplier Y to explore a purchase, but learns that there is no product availability or the price isn’t right.However, the context is that company X had a genuine, legitimate interest in buying.This is to be contrasted with a “dummy” call where there is no interest in buying, but the call is made primarily to obtain market information.

Assuming that the first principle is met, the conversation should be strictly limited to matters directly necessary to complete the transaction at hand.Never exchange “competitive intelligence” during these discussions.This includes discussions about general market trends, supply or demand, pricing, or other competitors that is not related to bona fide needs for the transaction at hand.

B.     Product Trades

  • Discussions between trading parties should be limited to information necessary to complete the particular trade transactions.Never exchange “competitive intelligence” during discussions about trades or products.This includes discussions about general market trends, supply or demand, pricing, or other competitors that is not related to the bona fide needs for the trade.This means you cannot even ask simple questions like “How is business” or “What are you seeing in the market these days”.
  • Trading parties should seek to price trades in ways that reduce or eliminate the need for regular discussions of market prices between the parties
  • Trades should be documented in writing, which should include a specified duration for the trade.Trade arrangements should be reviewed regularly to determine if there is a business justification to continue the trade relationship with a competitor.

 

IV.      Participation in Industry Conferences/Meetings

  • No employee may join any trade association, multi-employer group or other organization without approval by an officer of Greif or that employee’s Business Unit manager
  • Attendance by an employee at a trade show, trade association meeting and/or industry-wide meeting or conference must be reviewed by an officer of Greif or that employee’s Business Unit manager for appropriateness.Particular care should be taken if meetings involve personnel with pricing authority.Industry pricing, market trends, output, and other sensitive competitive topics should never be mentioned or discussed in any fashion.If pricing or any inappropriate topic is raised by a competitor, Greif personnel should object and, if necessary, leave immediately.The Greif Legal Department should be contacted immediately whenever improper matters are discussed and provided with any relevant documents
  • Special care should be taken when making presentations at trade association or industry meetings and conferences or trade shows, especially on topics with competitive sensitivity (for example, prices or trends, capacity, operating rates, costs, or market conditions). If the presentation is on a topic of competitive sensitivity, that presentation should be reviewed by the Greif Legal Department and the legal counsel for the group producing the event.

 

V.      Agents

The actions of agents can create the risk of antitrust litigation, both criminal and civil.Greif should encourage its agents to adopt suitable antitrust compliance guidelines and should consider the existence and effectiveness of such guidelines in evaluating the performance of their agents.In the case of agents that serve multiple companies in the same industry, such compliance guidelines should specifically address the special challenges of such relationships, including safeguards against the flow of information among competitors that might be portrayed as reducing competition.

 

VI.     Compliance with Other Antitrust and Competition Laws

This Policy is focused primarily on conduct and circumstances that relate to price fixing, but all employees must remain mindful of and comply with laws pertaining to price discrimination (known as the Robinson-Patman Act), refusal to deal or boycotting of customers, product tying arrangements, exclusive dealing arrangements and other applicable laws.You should always consult with the Greif Legal Department with any questions regarding these matters and in any situation that appears to have the potential to violate antitrust laws.

 

Appendix A

AF&PA Statement of Policy and Procedures Regarding Statistical Reports

Statistical reporting is one of the core functions of a trade association.AF&PA’s statistical reports provide substantial benefits to association members by providing accurate and timely information that is highly useful for sound business planning.At the same time, under some circumstances statistical reporting programs can give rise to antitrust concerns.Accordingly, these guidelines are designed to ensure that AF&PA’s statistical reporting system does not create antitrust problems.

  1. No antitrust concerns are presented by statistical reports wherein: (a) the data is at least three months old, (b) the data is aggregated from at least five reporting companies, and (c) no company accounts for more than twenty-five percent of the aggregate data in any category.Where only some data categories in a report meet these requirements, the compliant data categories may be cleared without review, but noncompliant categories must receive legal review.Any report that provides data on a company-specific basis is inherently more likely to raise antitrust concerns and therefore must be carefully reviewed by counsel
  2. Statistical reports that provide information that is otherwise publicly available before the time of publication raise no antitrust concerns
  3. Statistical reports that provide data regarding consumption or demand at the customer level (as opposed to reporting companies’ consumption of, or demand for, certain goods or services) raise no antitrust concerns
  4. Statistical reports that provide data concerning reporting companies’ use of goods or services are safe from an antitrust standpoint if the reporting companies: (a) account for less than thirty-five percent of overall purchases of each product or service, and (b) the products or services with respect to which such reports are provided collectively account for less that twenty percent of the reporting companies’ cost of any product that they produce
  5. Statistical reports that provide data concerning imports or exports of particular products would raise no concerns to the extent that imports or exports account for less than twenty-five percent of U.S. sales

Revised May 1, 2011

pdf version


Insider Trading Policy

It is the policy of Greif, Inc. and its subsidiaries (“Greif”) to comply fully, and to assist its directors, officers and employees in complying fully, with the securities laws of the United States, both federal and state, applicable to transactions involving Greif securities. In this regard, Greif depends upon the conduct and diligence of its directors, officers and employees, in both their professional and personal capacities, to ensure full compliance with this Insider Trading Policy (this “Policy”).

It is the personal obligation and responsibility of each such individual to act in a manner consistent with this Policy and to comply with the insider trading provisions of the securities laws of the United States.

 

I. Purpose and Scope of the Policy

It is illegal under the securities laws of the United States for anyone to purchase or sell Greif securities while aware of, or in possession of, material non-public information about Greif or companies with whom Greif does business. It is also illegal to disclose material non-public information to others who could then trade in Greif securities or the securities of Greif’s business partners. That type of disclosure is sometimes referred to as “tipping.”

For purposes of this Policy, Greif securities currently consist of the following: Greif’s Class A Common Stock and Class B Common Stock, both of which are listed for trading on the New York Stock Exchange; stock options to acquire shares of Greif’s Class A Common Stock; the 6-3/4% Senior Notes due 2017 issued by Greif, Inc., which are not listed for trading on any exchange; the 7-3/4% Senior Notes due 2019 issued by Greif, Inc., which are not listed for trading on any exchange; and the 7.375% Senior Notes due 2021 issued by Greif Nevada Holdings, Inc., S.C.S., which are listed for trading on the Luxembourg Stock Exchange.

Under the securities laws of the United States, individuals trading on material non-public information or engaging in the tipping of material non-public information may be subject to any or all of the following penalties:

  • A civil penalty of up to three times the profit gained or loss avoided;
  • A criminal fine of up to $5 million (no matter how small the profit gained or loss avoided); and
  • A jail term of up to 20 years.

Greif has adopted this Policy to promote compliance with the securities laws of the United States that prohibit insider trading and to assist its directors, officers and employees avoid the consequences associated with insider trading violations and the misuse of material non-public information. In addition, this Policy is intended to help prevent even the appearance of improper conduct on the part of directors, officers and employees of Greif or anyone otherwise associated with Greif. This Policy should be read in conjunction with Greif’s Code of Business Conduct and Ethics.

All directors, officers and employees of Greif and their Immediate Family Members and Controlled Entities (as such terms are defined below in Section III.B.1) must comply with Section II of this Policy. In addition, directors, executive officers and certain other designated employees who, as part of their jobs, frequently have access to material non-public information must comply with Section III of this Policy.

Violations of this Policy may result in disciplinary actions by Greif against a violator, up to and including termination of employment for cause. In addition, a violator may be subject to civil or criminal penalties, as well as serious damage to his or her reputation and career. Transactions that may be necessary or justifiable for personal reasons (such as the need for funds for an emergency expenditure) do not excuse noncompliance with this Policy.

If any securities transaction ever becomes the subject of scrutiny, it is likely to be viewed “after the fact,” with the benefit of hindsight. As a result, before engaging in any transaction, directors, officers and employees should carefully consider how a transaction might be viewed in the future under a “bright light.” In the event of any questions or uncertainties about this Policy, please contact Greif’s General Counsel at 740-549-6188 or by email.

 

II. Policy

A. Prohibitions on Insider Trading – Applicable to All Directors, Officers and Employees

If a director, officer or employee is aware of, or in possession of, material non-public or “inside” information regarding Greif, he or she may not:

    1. Trade directly or indirectly in Greif securities
    2. Make an initial election to purchase Greif securities in Greif’s 401(k) plan or in a dividend reinvestment plan or make changes in elections or reallocation of investments in Greif securities in any such plan; or
    3. Disclose or “tip” any such information to another person until that information becomes public or is no longer material.

An exercise of an option for cash is not subject to compliance with this Section II. However, securities acquired on any such exercise, and securities acquired through a cashless exercise, cannot be sold except in compliance with this Policy.

Similarly, if a director, officer or employee is aware of, or in possession of, material non- public information of any other publicly held company as a result of his or her employment or relationship with Greif, he or she may not trade directly or indirectly in the securities of any such company or tip any such information to another person until the information becomes public or is no longer material.

All material non-public information that has not been publicly disseminated should be distributed within Greif strictly on a “need-to-know” basis. No employee is permitted to disclose such information without a corporate purpose or to use such information to his or her advantage or for the benefit of others.

B. Definition of Material Information

In general, information is “material” if a reasonable investor would consider it important in deciding to buy, hold or sell securities of Greif. In short, any information that could reasonably be expected to affect the price of Greif’s stock is material. Both positive and negative information may be material.

Accordingly, the materiality of a fact depends upon the circumstances, which means that there are no “bright line” tests. Because these matters are often not clear-cut, one helpful guide to remember is the so-called “five-second” rule: If after five seconds of consideration you cannot decide whether a fact is material, it probably is material.

Examples of material information include, but are not limited to:

  • Company financial problems or successes;
  • Earnings forecasts;
  • Annual and quarterly financial results and preliminary financial results;
  • Events that could result in restating financial information;
  • Significant strategic initiatives;
  • Major changes in Greif’s management;
  • Certain proposed acquisitions, dispositions or joint ventures;
  • The acquisition or loss of a significant contract or substantial change in a customer relationship;
  • Dividend actions and stock splits;
  • Important product developments;
  • A significant lawsuit or claim; and
  • Significant financing developments.

C. Definition of Nonpublic Information

Non-public information is information that has not yet been made public by Greif. Information is only considered public when Greif makes an official announcement and the investing public has had an adequate opportunity to see or hear and digest such information. As a result, information is not generally deemed public until the third business day after the information has been released to the public.

 

III. Additional Restrictions Applicable to Directors, Executive Officers and Certain Designated Employees

A. Trading Window, Pre-clearance Requirements and SEC Filings

All transactions in Greif securities by directors, executive officers and those employees who are designated by name on, or who hold one of the positions identified on, the “Trading Window Employee List” maintained by Greif’s General Counsel, as amended from time to time (“Designated Employees”), and their Immediate Family Members and Controlled Entities are prohibited unless executed during a trading window and after compliance with the pre-clearance procedures described in Section III.B.4 of this Policy. Employees who are designated by name or position on the Trading Window Employee List will be notified by Greif’s General Counsel. These procedures are implemented to assist in the prevention of inadvertent violations and to avoid the appearance of improper transactions that may result, for example, if a director, executive officer or Designated Employee engaged in a trade even though unaware of a pending major development.

Furthermore, directors and executive officers are required by Section 16 of the Securities Exchange Act of 1934 to report all purchases and sales of Greif securities to the Securities and Exchange Commission within 48 hours of the transaction. The pre-clearance requirements set forth below are intended to facilitate compliance with these reporting requirements by tracking securities transactions by directors and executive officers. The Greif Legal Department will assist those individuals with the required filings and all purchases or sales of Greif securities must be reported immediately.

B. Specific Rules

1. Immediate Family Members and Controlled Entities

For purposes of this Policy: (a) an “Immediate Family Member” of a person means (i) any family member of that person who shares the same household as that person, including that person’s child (including a child away at college), stepchild, grandchild, parent, stepparent, grandparent, spouse or domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, and (ii) any family member who does not live in the same household, but whose transactions in Greif securities are directed by that person or are subject to that person’s influence or control (such as parents or children who consult with that person before they trade in Greif securities); and (b) a “Controlled Entity” of a person means any corporation, proprietorship, partnership, limited liability company, trust or other entity in which the purchase of securities by such entity are subject to that person’s control.

2. Trading Window

A trading window commences on the third trading day (a day that the New York Stock Exchange is open) after Greif has released quarterly or annual earnings and ends upon the 10th day of the final month of then current fiscal quarter. A trading window may, however, be suspended by Greif’s General Counsel from time to time because of (a) certain developments relating to Greif and not yet disclosed to the public, or (b) other reasons deemed appropriate.

3. All Greif Securities Transactions are Covered

All transactions in Greif securities by directors, executive officers and Designated Employees of Greif and their Immediate Family Members and Controlled Entities are subject to the trading window and must be pre-cleared by Greif’s General Counsel.

This pre-clearance requirement applies to purchases or sales in private transactions or through the New York Stock Exchange, gifts, stock option exercises and sales of stock acquired upon the exercise of options. The trading window and pre-clearance requirements also apply to certain elections you may make under Greif’s 401(k) plan or a dividend reinvestment plan that invests in Greif securities, including (i) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Greif securities in that plan, (ii) an election to make an intra-plan transfer of an existing account balance into or out of Greif securities in that plan, and (iii) an election to borrow money against your plan account if the loan will result in the liquidation of some or all of your Greif securities in that plan. The trading window and pre- clearance requirements do not apply to ongoing purchases of Greif securities in Greif’s 401(k) plan or in a dividend reinvestment plan resulting from your periodic contribution of money to that plan pursuant to a previously elected level of payroll deduction or previously elected level of dividend reinvestment, so long as that level was elected in compliance with this Policy.

4. Pre-Clearance Requirements

A person subject to the trading window who is contemplating a transaction should contact Greif’s General Counsel, by telephone, voicemail, e- mail, or facsimile, by 3:00 p.m. EST at least two business days in advance to pre-clear a proposed transaction. If the General Counsel is not immediately available, you may contact the Corporate Controller or Treasurer. If a person communicates with the General Counsel, Corporate Controller or Treasurer other than by direct telephone discussion, that person must receive an acknowledgement that his or her communication was received. In any event, the General Counsel will determine whether the transaction is permitted by this Policy and will assist the person in complying with applicable reporting requirements.

If you receive pre-clearance for a transaction in Greif securities, you may complete the contemplated transaction within five business days after clearance is granted, but only if you are not aware of material non-public information as described in Section II of this Policy. Trading in Greif securities during a trading window should not be considered a “safe harbor.” If for any reason the contemplated transaction is not completed within five business days, pre- clearance must be obtained again before the contemplated transaction may be completed. Remember, even if the trading window is open, you cannot trade if you are aware of material non-public information.

Even after receiving pre-clearance, you may be advised that you may not trade in Greif securities. In that case, you may not engage in any trade of any type under any circumstances, nor may you inform anyone that you have been advised that you may not trade. You may reapply for pre-clearance at a later date when trading restrictions may no longer be applicable.

5. Rule 10b5-1 Trading Plans

Notwithstanding the general prohibition against trading while aware of, or in possession of, material non-public information, directors, executive officers and Designated Employees of Greif may execute trades in Greif securities, even outside of the trading window period, if such trades are pursuant to an approved prearranged written Rule 10b5-1 trading plan. For purposes of this Policy, a Rule 10b5-1 trading plan is a trading contract or set of instructions that meets the following requirements: (a) complies with Rule 10b5- 1 of the Securities Exchange Act of 1934; (b) is entered into during a trading window period and at a time when such director, executive officer or Designated Employee is not aware of, or in possession of, any material non-public information; and (c) is approved by Greif’s General Counsel. You should contact Greif’s General Counsel if you desire to enter into such a trading plan or if you have any questions.

6. Pension Fund Blackout Periods

The securities laws of the United States also require Greif to prohibit purchases, sales or transfers of Greif securities (or the creation of a Rule 10b5-1 trading plan) by directors and executive officers during a “pension fund blackout period.” A pension fund blackout period exists whenever 50% or more of the participants in a plan that invests or permits investments in Greif securities are unable to conduct transactions in their accounts for more than three consecutive days. These blackout periods typically occur when there is a change in the trustee, record keeper or investment manager for a retirement plan.You will be contacted when these or other restricted trading periods are instituted from time to time.

7. Prohibited Transactions

Directors, executive officers and Designated Employees are prohibited from (a) engaging in transactions in puts, calls and other derivatives relating to Greif securities, and (b) entering into hedging or monetization transactions or similar arrangements relating to Greif securities.

 

IV. Communications with Investors, the Media and Other Outsiders

Only the Chairman, the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Vice President of Communications, the Vice President of Investor Relations, and any other representative of Greif designated by the Chief Executive Officer may make communications and presentations on Greif’s behalf to the media and the investment community. If inquiry is made of a person who is not a designated representative of Greif, that person should refer the person making the inquiry to Greif’s Vice President of Communications or General Counsel.

Formal presentations and meetings with the investment community should only take place after Greif has released quarterly or annual earnings and before the 10th day of the final month of then current fiscal quarter unless the presentation material covered is purely historical or is otherwise approved by Greif’s Chairman, Chief Executive Officer or General Counsel. In addition, any such presentations or meetings must be reviewed in advance by Greif’s General Counsel.

 

V. Company Assistance

Any questions regarding this Policy in general or the application of this Policy to a particular case should be directed to Greif’s General Counsel. All employees should remember that the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with the individual and will require the exercise of his or her best judgment.

Revised and Effective July 1, 2016

pdf version


Conflict Minerals Policy

In recent years, global awareness of the significant adverse impacts resulting from mineral mining and extraction operations in certain conflict-affected and high-risk areas of the world has increased. Tin, tantalum, tungsten, their ores and mineral derivatives, and gold (“conflict minerals”) emanating from the Democratic Republic of Congo (DRC) and adjoining countries have been identified as products of such mining operations that can make their way into the global manufacturing supply chain. Armed groups engaged in mining operations in the DRC have been linked to human rights abuses and violations of national or international law, and are believed to be using the proceeds of the mining operations to fund conflict in the country. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the United States Securities and Exchange Commission (SEC) has issued regulations that require U.S. companies, including Greif, Inc., to report on the use of conflict minerals in their products.

Greif is directed by the core principles of our business, called the Greif Way, and is committed to ethical business practices and compliance with all applicable laws and regulations. We are therefore dedicated to working with our customers and suppliers to source in a responsible manner the materials we use in manufacturing our products. To comply with the SEC reporting regulations relating to conflict minerals, we have reviewed and will continue to review our use of these minerals in our products and our global supply chain management system in accordance in all material respects with the general principles set forth in the OECD’s Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “Guidance”).

Consistent with the Guidance, we will work to:

  • Maintain a strong supply chain management system;
  • Identify and assess risks within our supply chain; and
  • Design and implement strategies to respond to identified risks.

As part of our supply chain management system, we will require that our suppliers:

  • Assist us in complying with the SEC regulations related to conflict minerals by providing reasonably requested information from time to time;
  • Establish conflict minerals policies that affirm our commitment to ethical business practices and that are consistent with the Guidance;
  • Undertake all reasonable due diligence within their supply chains to determine the origin of conflict minerals and meet all applicable SEC reporting requirements; and
  • Cooperate with Greif and/or its representatives in connection with any on-site inspections or audits of suppliers’ due diligence procedures and systems related to conflict minerals.

The process of tracing conflict minerals through any supply chain is complicated and time-consuming. However, Greif is committed to working with our customers and our suppliers to ensure effective implementation of this legislation and its related regulations.


Transparency in Supply Chain Disclosure

California Transparency in Supply Chains Act of 2010

As required by this law, Greif published a report on the measures it is taking to prevent and eliminate forced labor in our direct supply chain.
 

Disclosure Statement for California Transparency in Supply Chains Act of 2010

On and after Jan. 1, 2012, certain companies manufacturing or selling products in the State of California are required to disclose their efforts, if any, to address the issue of slavery and human trafficking, per the California Transparency in Supply Chains Act of 2010. This law requires each of those companies to provide information disclosing their efforts to eradicate slavery and human trafficking from its direct supply chain, thereby allowing consumers to make informed choices regarding the products they buy and the companies they choose to purchase from.

Slavery and human trafficking can take many forms, including forced labor and child labor.

Greif has addressed these issues in its supply chain in many ways. For example:

  • Greif has identified employees who have direct responsibility for supply chain management and has implemented and conducted internal training and on-line training on human trafficking and slavery, particularly with respect to identifying and mitigating risk within the supply chain.
  • Greif employees visit the manufacturing facilities of our suppliers from time to time.This provides the Company with the opportunity to review the actions of our suppliers and to ask questions regarding their conduct.Presently, the Company does not verify product supply chains to evaluate and address risks of human trafficking and slavery or audit its suppliers.
  • Greif has supply agreements and purchase orders that, where possible, require our suppliers to warrant that the products we purchase from them are produced in material compliance with all laws and regulations applicable to such supplier, to the goods being purchased and to the conditions of their production. We reserve the right to terminate our relationship with a supplier in the event of non-compliance with this warranty. Presently, our contracts do not specifically require our suppliers to certify that they comply with laws regarding slavery and human trafficking of the country or countries in which they are doing business.
  • All Greif directors, officers and employees are subject to the provisions of the Greif, Inc. Code of Business Conduct and Ethics, which requires compliance with all applicable laws, rules and regulations.Violations of the Code of Business Conduct and Ethics are subject to disciplinary action up to and including termination of employment. The Company does not currently maintain standards regarding slavery and human trafficking for its suppliers.

About Greif

Greif (NYSE: GEF, GEF.B) is a world leader in industrial packaging products and services. We produce steel, plastic, fibre, flexible and corrugated containers, packaging accessories and containerboard, and provide blending, filling and packaging services for a wide range of industries. We also manage acreage in the United States. With more than 200 operating locations in more than 40 countries, Greif is positioned to serve global as well as regional customers.

 

Compliance Policies

Our Code of Business Conduct and Ethics requires compliance with all rules, regulations and laws. Greif has adopted several compliance policies to provide assistance in understanding and following the requirements of some of the more complicated laws. These compliance policies include the following:

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics is part of The Greif Way and provides guidance for ethical decision making and behavior to our Board of Directors, officers and all employees.

Supplier Code of Conduct

Greif’s suppliers are essential. They provide the materials and services that keep our businesses running. As such, we treat our suppliers as vital partners to our business. In exchange, we expect our suppliers to display similar values in the workplace, the marketplace and the global community.

Supplier Code of Conduct


Conducting Business with Greif

Standard Terms and Conditions of Purchase concerning the purchase of goods and services by Greif and its subsidiaries and affiliates.


Conflict Minerals

Greif is directed by the core principles of our business, called the Greif Way, and is committed to ethical business practices and compliance with all applicable laws and regulations. We are therefore dedicated to working with our customers and suppliers to source in a responsible manner the materials we use in manufacturing our products.


California Transparency in Supply Chains Act of 2010

As required by this law, Greif published a report on the measures it is taking to prevent and eliminate forced labor in our direct supply chain by Jan. 1, 2012.

Transparency in Supply Chains