Conflicts of Interest


We expect every employee at every level of the company to be free of any influence, interest or relationship that might conflict with the best interests of our company.  This means that all financial, business and other activities both inside and outside of your job must be lawful and free of conflicts or even the suggestion of a conflict with your responsibilities as an Olin employee.
 
Working with Family Members

In certain situations, the work activities of family members can create a conflict of interest. A "family member" includes a spouse, child, sibling, parent, stepchild, stepparent, as well as mother-, father-, son-, daughter-, brother-, or sister-in-law, and any other person living with you, except tenants and household employees.

To avoid conflicts and ensure objectivity in situations where family members work in the same department or location, we make sure that job duties and overtime assignments are based on objective criteria and that pay decisions and job performance evaluations are handled by an independent person. Generally, we do not allow employees to directly supervise a family member.

A conflict of interest may also exist in situations where a family member works or performs services for a competitor, customer or supplier with which you or an employee who reports to you has business dealings. If you learn that such a situation exists, you should alert your supervisor or the Human Resources Department so that they can work with you to determine if a conflict of interest actually exists.

Q:         Do the conflict of interest policies apply to distant relatives, such as cousins or in-laws, or to friends?

A:         The conflict of interest policies always apply to members of your immediate family (defined as your spouse, child, sibling, parent, stepchild, stepparent, as well as mother-, father-, son-, daughter-, brother-, or sister-in-law) and to any other individuals who live in your household except for tenants and household employees. If a relationship with a distant relative or friend could influence your objectivity, then you should apply the policies and avoid the situation.

Q:         My co-worker’s son has just been hired for a job in our department. Does this represent a conflict of interest?

A:         We do have cases where relatives work in the same department. When this occurs, we ensure that raises and job performance evaluations are handled by someone independent and the situations are monitored on an ongoing basis to ensure objectivity and fairness.

Q:         My wife has just accepted a position with one of our suppliers. Is this a conflict of interest?

A:        This could be a problem if you, or someone who reports to you, has business dealings with the company or plays a role in selecting your wife’s company as a supplier. Tell your supervisor about this relationship and do not participate in decisions or negotiations with the supplier.

Corporate Opportunities

You are expected to promote the company’s interests when the opportunity to do so arises. It is a violation of our conflict of interest policy for any employee to personally benefit from an opportunity developed or learned about in the course of employment with our company. This conflict exists when the opportunity is related to any current or prospective business of Olin and when it was developed without Olin’s knowledge and consent. A conflict of interest may also exist even if there is no personal benefit when an Olin employee offers the benefits of the opportunity to another person or organization.
 
To Learn More: Refer to Olin’s Corporate Policy Statement 3.2, Conflict of Interest.

Outside Employment

You must be careful to avoid a conflict of interest when you seek employment outside of our company. If you take a second job or perform services for another company, your work must not interfere or conflict with your responsibilities at our company. In addition, company policy does not permit you to work for or provide services to any Olin competitor, customer or supplier (or any company seeking to become an Olin competitor, customer or supplier) without prior approval from management. This policy also applies to any family member (as defined on page 15) or any other individual who lives in your household except for tenants and household employees.

Officers of Olin Corporation may not serve as a director, officer, employee, partner, consultant, agent or representative of a business concern not affiliated with Olin without prior approval of Olin's Board of Directors.

Q:          I have a second job running a small graphic design business that I co-own with a friend.  I think I could save Olin money by providing services to our Marketing Department. Is this okay?

A:          No. Your work as an employee of our company would conflict with your interests in the design business.

Q:          I am thinking of getting a second job at a local department store. Is this permitted?

A:        Yes. As long as your second job does not prevent you from devoting the time and effort required to do your job at our company, it shouldn’t be a problem. If you have questions, you should contact your supervisor, your Human Resources Department or your local Ethics Officer to discuss the situation before you take the position.

Insider Information and Securities Trading

Securities laws and Olin policy prohibit you from using inside information to influence your own or anyone else's investment decisions regarding Olin or any other company with which we do business. This means you must be careful not to trade in any Olin securities whenever you believe that you are in possession of material nonpublic information. You must also be careful not to “tip” anyone else, including family and friends, who could disclose the inside information to others. Tipping also includes discussions on Internet bulletin boards or chat rooms.

As an Olin employee, you have access to non-public or “material” inside information about our company or other companies that is not available to people outside of Olin. Material inside information is any information that is not available to the public and that a reasonable investor would consider important in making a decision to buy, sell, or hold the securities of a company. 

Examples of material inside information include:

  • Unpublished financial results
  • News of plans for a merger or acquisition
  • Changes in top management
  • Information about new products or services
  • Changes in pricing or demand for Olin products
  • Unusual or large company borrowing
  • Dividend policies or news of a stock split

Depending on your responsibility, you may have regular access to inside information and be subject to additional requirements such as pre-clearance of your trades.

To Learn More: Refer to Olin’s Corporate Policy 1.8, Insider Trading, for details on pre-clearance of trades as well as other requirements for corporate officers and higher level managers.

Q:         I heard of a customer that is about to place a very large order from Olin. Can I buy stock in the other company or in Olin before the deal is announced publicly?

A:         No. As an Olin employee you are considered an insider under U.S. securities laws and possibly under the laws of other countries where Olin operates. You cannot buy or sell stock in either Olin or the other company until the deal has been announced to the public. 

Q:         I realize that I can't buy Olin stock based on inside information, but can I advise a family member or friend to do so?

A:         No. Tipping is a violation of the securities laws. Both you and the person you advised would be violating the law and could be subject to prosecution.

Financial Interests in Other Companies

We respect your right to invest in other companies as long as your financial interest does not affect your judgment or activities on behalf of our company or jeopardize our reputation. In general, neither you nor any member of your family (as defined on page 15) may have a significant investment in any business concern that does or seeks to do business with our company, or any competitor of our company, unless the interest has been fully disclosed in writing to your department head and it has been determined that a conflict of interest does not exist. Even in the absence of a financial interest in another business organization, the potential for a conflict of interest may also exist if you or a family member receive a significant benefit such as substantial commissions or bonuses from another organization if it does business with Olin.

We define a “significant” financial interest as a 5% or more ownership interest in, involvement with (including as a director, officer, partner) or obligation to or from, any business organization which does or seeks to do business with Olin. A “business organization” includes any not-for-profit entity to which Olin makes contributions and any competitor of Olin.
 
Q:         I want to invest in a company that sells materials to Olin. Is this a conflict of interest?

A:         It could be. It depends on your position in the company, your influence on purchasing decisions, the amount of your investment, and the importance of Olin as a future customer. You should seek guidance from the Olin Legal Department if your investment or an investment by any member of your family (as defined on page 15) will exceed 5% or more ownership interest in or involvement with the company.

Memberships on Boards and Committees
 
We encourage our employees to participate in professional organizations and community activities. However, your participation must not jeopardize our reputation or distract you from the performance of your job.  Approval is not required for board membership with nonprofit organizations as long as your activities do not conflict with your job responsibilities or reflect negatively on the company. If you are asked to serve on the board of directors of any other organization, you should consult with your supervisor who will obtain written approval from Olin’s Corporate Legal and Human Resources departments.
Olin's unwavering commitment to integrity is reinforced in our Code of Business Conduct. Together with Olin's policies and procedures and with the laws and regulations that govern our business, this Code serves as a road map for good business practice.

The Code applies to all employees at all Olin offices and locations domestically and abroad. It applies equally to our business relationships inside and outside of the company and to any independent agents, consultants or contractors working on behalf of Olin Corporation.

Olin conducts business both domestically and internationally. As a result, our operations are subject to U.S. laws as well as to the laws of other countries. In some cases, there may be a conflict between the laws of certain countries. Where differences exist, we must use the highest standard of behavior or most restrictive law that applies.


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