Financial Reporting and Controls
Olin is committed to full, fair, accurate and timely disclosure in all reports and communications with government agencies and the public.
Each of us is responsible for the integrity and accuracy of business documents, communications and financial reports and records. This information serves as a basis for managing our business and is important in meeting our obligations to suppliers, distributors, government regulators, investors, creditors and our customers.
All books and records of the company are subject to review and independent audit. If you are asked to respond to requests by internal auditors, legal staff, independent accountants, or special counsel, your responses must be complete and truthful. You should include all relevant information, even if the request is not specific as to what information is required. If you know something that could be relevant, it must also be disclosed.
All accounting information must reflect actual transactions and conform to generally accepted accounting principles. In addition, Olin maintains a system of internal accounting controls to assure appropriate authorization, recording and protection of the company's assets. Olinís internal control system is never to be intentionally circumvented.
Auditing, Accounting and Internal Accounting Control Concerns
Any concern about audit, accounting or internal accounting control matters must be immediately reported to Olinís Corporate Ethics Office (314-355-8285) or to Olinís 24-hour Help-Line. Examples of questionable audit, accounting or internal accounting control matters include, without limitation, the following:
- Any fraud, misstatement or omission in the maintenance of the accounting records of the company
- Any intentional error or misconduct in the preparation, evaluation, review or audit of any of the companyís financial statements
- Any fraud, misstatement or omission in any financial statement of, or other financial information published by, the company, including any report or document filed by the company with the SEC or other governmental or regulatory authority
- Any deviation from full and fair reporting of the companyís financial condition, results of operations or cash flows
- Any weakness or deficiency in or noncompliance with the companyís internal accounting controls that involve the safeguarding, protection and proper use of company assets and the accurate recording and reporting of the results of operations
- Any effort to mislead or deceive the companyís external auditor in connection with the preparation, examination, audit or review of any financial statement or records of the company
- Any attempt to coerce or improperly influence the companyís external auditor by offering future employment, or seeking to have an auditor removed from the audit engagement because the auditor objects to the companyís accounting
Q: Some records in my department are not being accurately maintained. Since they are not financial records, is this a problem?
A: Yes. Company records are maintained for many reasons and all records are an important source of information. Many records provide the basis for accounting information. In addition, some records are required to meet regulatory requirements while other records provide important operational information used to manage our business.
Q: We need to make our numbers for the quarter. Can I record a sale in the last week of this quarter even though the sale will not be finalized until after the quarter ends?
A: Definitely not! A sale is not completed until there is a sales agreement, the price has been determined and title to the goods has passed. You must record all revenues in the correct time period. Otherwise, you would be misrepresenting a transaction and violating our Code of Conduct and the law.
Records Accuracy and Retention
Business documents and records are important company assets. They contain data and information critical to the continuity of our business, preserve information necessary to protect our legal rights and support and document tax and other regulatory requirements.
Examples of company records include paper documents, e-mail, electronic files stored on disk, tape or any other medium (CD, DVD, USB data storage devices, etc.) that contains information about the organization or its business activities.
You must understand and follow Olinís records management policies. It is a violation of our Code of Conduct to alter or falsify information on any record or document or to intentionally make a false or exaggerated statement to anyone. Never tamper with company records or remove or destroy them prior to the dates specified in our records retention schedules. In addition, records that have been put on ďholdĒ by Olinís Legal or Tax Departments are not to be destroyed regardless of the retention schedule.
To Learn More: Refer to Olinís Records Management Handbook or contact your locationís Records Manager.
Q: I have some records in my files that I don't use anymore. Can I discard them?
A: Before you dispose of a company record, you should refer to Olinís Record Retention Schedule to determine how long the record must be held in your files. You must also be sure to verify that the record is not subject to a Tax Hold or Legal Hold. If you have questions about the correct retention period for a company record, contact your Location Records Officer or the Legal Department.
Some of our companyís most valuable assets are intangible and include our trade secrets and company confidential information. You must guard our intangible assets just as you would our company's physical assets. Some examples of confidential information include:
- Undisclosed financial information and earnings reports
- Confidential product performance information
- New product offerings
- Merger, acquisition, divestiture or business plans
- Proprietary or classified government information
- Procurement plans
- Capital requirements and plans
- Personnel information or organizational changes
- Confidential technical data
- Marketing, pricing or service strategies
- Business negotiation information
- Product costs and volumes
- Supplier and subcontractor information
- Proprietary computer software
Protect Olinís Confidential Information
Do not disclose confidential information to outsiders unless there is a clear business purpose or justification for the disclosure and a company-approved confidentiality agreement has been signed by the recipient. In addition, do not discuss business matters within hearing distance of unauthorized personnel including co-workers, family and friends.
Q: I have just joined our company as a new employee. My prior employer is one of our companyís biggest competitors. Can I share some important marketing information that I developed while at my former employer?
A: No. It is not ethical or good business practice to share confidential information with your new employer. You are obligated to protect your past employer's confidential information just as Olin employees are obligated to protect our company's confidential information should they leave our company.
Intellectual Property and Copyrights
Intellectual property laws provide an incentive for the creative efforts and research and development that support innovation. These laws make it possible for companies like Olin to invest in new ideas and processes.
Intellectual property consists of tangible products of the mind such as abstract concepts, informational notes, symbols, and expressions that are protected by law. It also includes patents, copyrights, trademarks, and trade secrets as well as designs for products and software programs created by other companies that are copyrighted or otherwise restricted.
We must vigorously protect our own intellectual property rights as well as the rights of others. You should fully document product development research and use appropriate company trademarks and copyright notices on all correspondence, articles, manuals or other papers. You should also avoid disclosing proprietary and confidential information outside of Olin unless there is a clear business purpose and the recipient has signed a confidentiality agreement.
Avoid infringing on the intellectual property rights of others. Do not:
- Make unauthorized copies of software
- Photocopy magazine/journal articles or other publications unless you have the authority or license to do so
- Hire a competitor's employee to obtain that competitor's trade secrets
- Affix the trademark of another company to goods without authorization
- Fail to remove another's trademark when the goods or parts are remanufactured
- Erroneously allege patent infringement or mark a product with an untrue patent notice
You must obtain a license to use intellectual property belonging to someone else or we must purchase the outright ownership of the property. In the case of property rights with an expiration date, such as patents, you must be sure that this date has passed if licensing or outright purchase is not feasible.
Q: What if someone outside of Olin sends me an unsolicited idea?
A: Unsolicited ideas from outsiders may be trade secrets and should be reviewed only after the owner or authorized licensee has signed a special unsolicited idea agreement. Do not review unsolicited information and forward such information to Olinís Legal Department.
Use of Company Resources
Each of us is responsible for protecting and preserving the company's resources. Company resources include such things as company time, materials, supplies, equipment, information, e-mail and computer systems.
You should use the companyís resources for business purposes. Any personal, community, or charitable use of these resources should be approved by your supervisor. Use of Olin resources for personal financial gain is forbidden. If personal use of company resources is allowed, you should avoid any use that is excessive or violates other company policies. Some examples include:
- Excessive telephone usage or faxing
- Excessive photocopying
- Copying computer software programs (except those authorized by licensing agreements)
- Taking office supplies home
- Driving or using a company vehicle, tools, equipment or other company assets without authorization
- Using electronic networks, including the Internet, except as authorized by local policy
Q: This weekend I am doing some construction work on my house. May I bring home the tools I use at work?
A: Generally, company tools and equipment are to be used for business purposes only. In some cases, however, local policy may permit use of company tools or equipment for personal use. Check with your supervisor first.
Q: I volunteer for a local community organization that helps needy children. May I copy the organization's fund-raising brochure?
A: We encourage all employees to participate in volunteer activities. Company equipment, however, should not be used for charitable or other non-business purposes without prior approval of your supervisor.
Q: During my lunch hour, I would like to check my stock portfolio through my computer's Internet connection. Is this okay?
A. If your computer has an authorized Internet connection and limited personal use is acceptable under your location's Internet usage policy, then this is permissible.
E-mail and the Internet
Use of company networks is both a necessity and a privilege. If you have access to our information systems and computer networks, you are responsible for using the highest standards of behavior in all of your usage and communications. When you access our networks from remote locations (for example, at home or from other non-company location), you are subject to the same standards of use as are employees who access our networks while on company premises.
Our networks and information systems are for legitimate company-related business purposes. Limited personal use may be acceptable if it is authorized by your work location and does not interfere with your job responsibilities.
Our Policy on Network Monitoring
The company reserves the right to periodically monitor, access and disclose the contents of our computer systems and networks and to block access to non-business related Internet sites. Employees who repeatedly or seriously misuse our networks are subject to discipline up to and including termination of employment.
To Learn More: Refer to Olinís Corporate Standard Procedure 15, Telecommunications Network Access.
Do not use Olin's networks for the following:
- Accessing third party personal e-mail services
- Sending or receiving personal instant messages
- Posting non-business messages to Internet discussion groups and bulletin boards
- Soliciting for commercial, charitable, religious or political causes
- Sending chain mail letters or broadcasting personal messages
- Sending inappropriate, offensive or disruptive messages
- Gaining unauthorized access to databases or information sources at Olin or any other site
- Damaging computer equipment, software or data
- Interfering with or disrupting network users, services or equipment
It is a violation of our Code to upload, download or circulate any of the following:
- Sexually-related or pornographic messages or material
- Violent or hate-related messages or material
- Bigoted, racist or other offensive messages aimed at a particular group or individual
- Malicious, libelous or slanderous messages or material
- Subversive or other messages or material related to illegal activities
Q: May I use our e-mail system to send personal messages to family and friends?
A: If your location policy allows limited personal use and your usage conforms to our required standards of behavior, you may use Olinís e-mail system for personal messages. Company e-mail is not private, however. If your message is highly personal or confidential, we cannot guarantee its privacy.
Q: Can I post messages to an Internet discussion group or bulletin board from my office computer?
A: You are authorized to post business-related messages to public bulletin boards and discussion forums as long as the postings are for legitimate Olin business-related purposes, do not include confidential business information and include a statement indicating that your remarks are your own and not the opinion of Olin Corporation. (Contact your Legal Department for appropriate wording of the disclaimer statement.)
Q: Can I bring software from home and load it on my office computer?
A: No. It is against company policy to install non-Olin licensed software on company-owned computer equipment. Any software used on company computers must be pre-approved for use by your locationís computer services group and licensed by the company.
Q: Can I copy company software from my computer to my co-workerís computer? We only have one copy.
A: Probably not. Unless our companyís license agreement allows multiple users, a separate copy of the program must be purchased for each computer.