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.
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.”
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.
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:
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.
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:
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:
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:
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.
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:
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.
4. When is the Trading Window Open?
(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:
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.
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:
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:
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:
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.
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.
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.
Code of Business Conduct and Ethics Policy
Greif Alert Line
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:
As part of our supply chain management system, we will require that our suppliers:
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.
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.
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 is a global leader in industrial packaging products and services and is pursuing its vision: in industrial packaging, be the best performing customer service company in the world. 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 in more than 40 countries to serve global as well as regional customers.
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:
Anti-Bribery Compliance Policy:
Economic and Trade Sanctions Policy:
Antitrust/Competition Compliance Policy
Our Code of Conduct is part of The Greif Way and provides guidance for ethical decision making and behavior to our Board of Directors, officers and all employees.
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 under four pillars: Ethics; Health and Safety; Human Rights and Labor; and Environment and Sustainability.
Standard Terms and Conditions of Purchase concerning the purchase of goods and services by Greif and its subsidiaries and affiliates.
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.
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.