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

Control No:         LEG 105

Policy Name:      Insider Trading Policy

Responsible Corporate Function/Business Segment:        Legal


Effective:             February 11, 2019

Coverage:            Global – All employees, which includes temporary employees, contractors and subcontractors


 

Policy Overview & Objective

It is illegal under the securities laws of the United States for anyone to purchase or sell securities of a company while aware of, or in possession of, material non-public information about that company. It is also illegal to disclose material non-public information to others who could then trade in those securities. This includes Greif and public companies with whom Greif does business.  The objective of this Policy is to protect Greif and its employees by establishing a process to guide Greif employees in the legal trading of Greif securities or the securities of Greif’s business partners.

 The Policy

I.  Purpose of this Policy

This Insider Trading Policy (“Policy”) provides guidelines with respect to trading in Greif securities and the handling of confidential information about Greif and its subsidiaries or other companies with whom Greif conducts business. This Policy was adopted to promote compliance with the securities laws of the United States and to assist our directors, officers and employees in complying fully with the law when trading in securities of Greif or of another company.

It is illegal under United States securities laws:

•           To trade in Greif securities (defined below) while aware of, or in possession of, material non-public information about Greif;

•           To trade in the securities of a company with whom Greif does business (“business partners”) while aware of, or in possession of, material non-public information about such company; and

•           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.”

 

Greif Securities Defined:

  • Greif’s Class A and B Common Stock, listed for trading on the NYSE;
  • Stock options for Greif’s Class A Common Stock;
  • 7-3/4% Senior Notes due 2019 issued by Greif, Inc. (not listed for trading on any exchange);
  • 7.375% Senior Notes due 2021 issued by Greif Nevada Holdings, Inc., S.C.S. (listed for trading on the Luxembourg Stock Exchange); and
  • 6.50% Senior Notes due 2027 issued by Greif, Inc. (not listed on any exchange)

 

Persons Subject to this Policy

This Policy applies to (Greif and its subsidiaries):

•        All Members of the Board of Directors 

•        All Officers

•        All Employees

•        Others as determined by Greif (i.e. joint venture partners, contractors or consultants)

•        Family members within your household (described below)

•        Others who live within your household (described below)

•        Others who are subject to your control or influence (described below)

•        Entities who are subject to your control or influence (described below)

 

II.  Individual Responsibility

Each individual subject to this Policy has an ethical and legal obligation to protect and maintain the confidential information of Greif and to not engage in transactions in Greif securities while in possession of material non-public information.  Each individual (including family members and any controlled entities) is responsible in both his or her personal and professional capacity to act in a manner  consistent with this Policy.  In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of Greif or any of our directors, officers or employees pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable U.S. securities laws. 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. 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.

 

III.  Statement of Policy

NO director, officer or employee of Greif who is aware of, or in possession of, material non-public or “inside” information regarding Greif, may directly or indirectly through family members or other persons or entities:

  • Trade in Greif securities or engage in any other transaction to take personal advantage of such information;
  • Make an initial election to purchase or make changes in elections or sell or reallocate investments in Greif securities in a 401(k) plan or in a dividend reinvestment plan; and
  • Disclose or “tip” any such “inside” information to another person not required to know such information including family, friends, business associates, investors or consulting firms until that information becomes public or is no longer material.

In addition, NO director, officer or employee who is aware of, or in possession of, material non-public information of any other publicly held company with which Greif does business (including a customer or supplier) may trade directly or indirectly in that company’s securities or pass or “tip” that information to others (except for persons within Greif who have a business “need to know”) or otherwise use that information for personal gain until the information becomes public or is no longer material.

 

      A.   What is Material Information?

Information is considered “material” if a reasonable investor would consider it important in deciding to buy, hold or sell securities of Greif. Any information that could reasonably be expected to affect the price of Greif’s stock is material, whether it is positive or negative. There is no “bright line” test for assessing materiality.  Rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight.  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;
  • Gain or loss of a significant customer or supplier;
  • Dividend actions and stock splits;
  • Important product developments;
  • A significant lawsuit or claim or resolution of such litigation;
  • Significant financing developments; and
  • A significant cybersecurity incident.

 

      B.   When is Information “Public”?

            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.

 

IV.  Consequences of Insider Trading

The consequences of an insider trading violation can be severe:

  1. Traders and Tippers. Directors, officers and employees (or their tippees) who trade on material non-public information may be subject to 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 the profit gained or loss avoided); and
    • A jail sentence of up to 20 years.

A director, officer or employee who tips information to a person who then trades is subject to the same penalties as the tippee, even if the director, officer or employee did not trade and did not profit from the tippee’s trading.

         2. Control Persons. Greif and its supervisory personnel are subject to the following penalties if they fail to make appropriate steps to prevent illegal insider trading:

  • A civil penalty of up to $1 million or, if greater, three times the profit gained or loss avoided as a result of the employee’s violation; and
  • A criminal penalty of up to $25 million.

        3. Company Imposed Disciplinary Actions. Greif may impose disciplinary actions against any 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.

 

V.  Trading Window and Pre-Clearance Procedures

Greif has established additional trading approval procedures to assist in the administration of this Policy that apply only to the select group of individuals described herein.

1. Who Requires Pre-Clearance to Trade?

Individuals who are notified by the Greif General Counsel and listed by name on the “Insider Trading List” are prohibited from trading in Greif securities along with their immediate family members and controlled entities, without:

  • obtaining pre-clearance from the General Counsel; and
  • making the trade during an open trading window.

2. How to obtain Pre-clearance.

If you are subject to the Insider Trading List, you should contact the Greif General Counsel, by telephone, voicemail, e-mail, or facsimile, by 3:00 p.m. EST at least two (2) business days in advance to pre-clear a proposed transaction. If the General Counsel is not available, you may contact the Deputy General Counsel or Corporate Financial Controller or Treasurer. If you communicate with selected approvers above other than by directly in person or telephone discussion, you must receive an acknowledgement that your communication was received. In any event, the General Counsel will determine whether the transaction is permitted by this Policy and will assist you in complying with any applicable reporting requirements.

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, officer or employee engaged in a trade even though unaware of a pending major development.

3. Other Pre-Clearance Considerations.

  • If you receive pre-clearance for a transaction in Greif securities, you must complete the trade within five business days after clearance is granted, but only if you are not aware of material non-public information
  • Trading in Greif securities during an open window should not be considered a “safe harbor”. If you personally possess knowledge of material non-public information, you cannot trade.
  • Even after receiving pre-clearance, it is possible that you may be advised later that you may not trade in Greif securities, nor may you inform anyone that you have been advised not to trade. You may reapply for pre-clearance at a later date.

4. When is the Trading Window Open?

  • The trading window can open (but is not required to open) on the third full trading day (a day that the NYSE is open) after Greif has released quarterly or annual earnings.
  • The trading window closes on the 10th day of the following month (January, April, July or October)
  • A trading window may not open and may be suspended by the General Counsel at any time because of:

(a)  certain developments relating to Greif that are not yet disclosed to the public; or

(b)  other reasons deemed appropriate.

Remember:  Even if the trading window is open, you cannot trade if you are personally aware of material non-public information.

 

5. Additional Pre-Clearance Requirements for Board of Directors and Section 16 Officers.

Directors and Section 16 Officers of Greif are required by the Securities and Exchange Commission to report all trades of Greif securities within 48 hours of the transaction. The Greif Legal Department will assist those individuals with the required filings. The pre-clearance requirements in this Policy are intended to facilitate compliance with these reporting requirements by tracking securities transactions by directors and Section 16 Officers.

 

6. Transactions by Family Members and Controlled Entities.

Those individuals who have material non-public information and/or listed on Greif’s Insider Trading List have a responsibility to inform that this Policy also applies to:

  • family members who reside with you (including a child away at college);
  • anyone else who lives in your household;
  • any family members who do not live in the same household, but whose transactions in Greif securities are directed by you or are subject to your influence or control (such as parents or children who consult with that person before they trade in Greif securities); and
  • any entities that you influence or control (a “controlled entity”)  including any corporation, proprietorship, partnership, limited  liability company,  trust or other entity in which the purchase of securities is subject to that person’s control.

You are responsible for the transactions of these other persons and entities and therefore should make them aware of the need to confer with you before they trade in Greif securities. For purposes of this Policy and U.S. securities laws, you should treat all transactions in Greif securities by these other persons and entities as if the transactions were from your own account.

 

VI.  Restricted Transactions under Greif Benefit Plans

  1. 401(k) Plan. This Policy does not apply to ongoing purchases of Greif securities in Greif’s 401(k) plan, or any other plan that invests in Greif securities, resulting from your periodic contribution of money to that plan pursuant to a previously elected level of payroll deduction. However, this Policy does apply to certain elections you may make under the 401(k) plan, including:
  • an initial election to invest in Greif securities available in the plan and any elections to increase or decrease the percentage of your contributions allocated to the plan;
  • an election to make an intra-plan transfer of an existing account balance into or out of Greif securities in the plan; and
  • 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 the plan.

       2. Dividend Reinvestment Plan. This Policy does not apply to ongoing purchases of Greif securities under the dividend reinvestment plan resulting from your reinvestment of dividends paid in Greif stock. However, this Policy does apply to certain elections you may make under the dividend reinvestment plan, including:

  • An initial election to participate in the plan;
  • an election to increase or decrease the percentage of your contributions allocated to that plan; and
  • the sale of stock purchased through the plan

      3. Restricted Stock/Performance Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have Greif withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. However, this Policy does apply to any market sale of restricted stock.

      4. Stock Options. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the plan, to the exercise of a tax withholding right pursuant to which a person has elected to have Greif withhold shares subject to an option to satisfy tax withholding requirements. However, this Policy does apply to any sale of Greif securities as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

      5. Special 401(k) and Pension Plan Blackout Periods. This Policy does apply to purchase, sale or transfer of Greif securities in the Greif 401(k) or Greif defined benefit pension plan (or the creation of a Rule 10b5-1 trading plan) during a “fund blackout period.” A 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 (3) 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.

 

VII.  Rule 10b5-1 Trading Plans

Notwithstanding the general prohibition against trading while aware of, or in possession of, material  non-public information,  directors,  officers and those listed on the Insider Trading List 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. Rule 10b5-1 trading plan is a trading contract or set of instructions that meets the following requirements:

  • complies with Rule 10b5- 1 of the Securities Exchange Act of 1934;
  • is entered into during an open trading window and when such director, officer or employee is not aware of, or in possession of, any material non-public information; and
  • is approved by the General Counsel.

You should contact the General Counsel if you desire to enter into such a trading plan or if you have any questions.

VIII.  Prohibited Transactions

Directors, officers and employees cannot engage in short-term or speculative transactions in Greif securities, which includes:

  1. Short-Term Trading.  Short-term trading of Greif securities may be distracting and may unduly focus you on Greif’s short-term stock market performance instead of Greif’s long-term business objectives.  For these reasons, any director, officer or employee who purchases Greif securities in the open market may not sell any Greif securities during the six months following the purchase (or vice versa). 
  2. Short Sales.  Short sales of Greif securities (i.e., sales of securities that are not then owned) may evidence an expectation on the part of the seller that Greif securities will decline in value, and therefore signal to the market the lack of confidence in Greif’s short-term prospects.  In addition, short sales may reduce the seller’s incentive to improve performance.  For these reasons, short sales of Greif securities are prohibited.  Section 16(c) of the Securities Exchange Act of 1934 also prohibits directors and officers from engaging in short sales.
  3. Publicly Traded Options.  A transaction in options is, in effect, a bet on the short-term movement of Greif stock and therefore creates the appearance that the director, officer or employee is trading based on inside information.  Transactions in options also may focus the attention on short-term performance at the expense of Greif’s long-term objectives.  Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited. 
  4. Hedging Transactions.  Certain forms of hedging or monetization transactions, such as zero-cost collars, equity swaps and forward sale contracts, allow a director, officer or employee to lock in as much of the value of stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock.  These transactions allow the director, officer or employee to continue to own the covered securities, but without the full risks and rewards of ownership.  When that occurs, the director, officer or employee may no longer have the same objectives as Greif’s other stockholders.  Therefore, directors, officers and employees are prohibited from engaging in any such transactions.
  5. Margin Accounts and Pledges.  Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call.  Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan.  Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Greif securities, directors, officers and employees are prohibited from holding Greif securities in a margin account or pledging Greif securities as collateral for a loan. 
  6. Standing and Limit Orders.  Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 plans) create heightened risks for insider trading violations similar to the use of margin accounts.  Because there is no control over the timing of purchases or sales that result from standing instructions to a broker, the broker could execute a transaction when a director, officer or employee is in possession of material non-public information.  For this reason, directors, officers and employees are prohibited from engaging in any such transactions.

IX.  Communications with Investors, Media and Others

Only the Chairman, Chief Executive Officer, Chief Financial Officer, General Counsel, Vice President of Investor Relations, Director of Communications 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 an inquiry is made, refer the person making the inquiry to Greif’s Director of Communications or the General Counsel.

 

Post-Employment Transactions

This Policy continues to apply to your transactions in Greif securities even after your service with us ends.  If you are aware of material non-public information when your service with us ends, you may not trade in Greif securities until that information has become public or is no longer material.

 

Company Assistance with this Policy

Any questions regarding this Policy in general or the application of this Policy to a particular case should be directed to the Greif General Counsel.

 

References

Code of Business Conduct and Ethics Policy

Greif Alert Line

www.att.com/traveler

 

Addendum

None

Access the 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, Inc. (NYSE: GEF, GEF.B) is a global leader in industrial packaging products and services and is pursuing its vision to become the world’s best performing customer service company in industrial packaging. The company produces steel, plastic and fibre drums, intermediate bulk containers, reconditioned containers, flexible products, containerboard, uncoated recycled paperboard, coated recycled paperboard, tubes and cores and a diverse mix of specialty products. The company also manufactures packaging accessories and provides filling, packaging and other services for a wide range of industries. Greif also manages timber properties in the southeastern United States. The company is strategically positioned with 308 operating locations in 43 countries 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