Code of Ethics Booklet

7/23/2019 Code of Ethics Booklet

http://slidepdf.com/reader/full/code-of-ethics-booklet 1/33

Code of Ethics

and Business Conduct

Guidelines



1833.10 (Revised 7/2003)

Code of Ethics and Business Conduct Hotline

1.800.548.2088 – USA Only

1.508.795.2736 – Worldwide

Under Saint-Gobain Corporation's Code of Ethics and Business Conduct Guidelines, everyemployee has the responsibility to report known or suspected violations of the Code or anyapplicable law of which he or she becomes aware.

The Company's Hotline was established over a decade ago as one method for employees toreport known or suspected Code violations or illegal or unethical activities. The Hotline isdesigned to receive reports from employees who might otherwise feel uncomfortable reportingthe information to a supervisor, general manager or corporate, group or division officer.

Employees who make such reports in good faith regarding another employee's violation shouldnot fear any retaliation. The Company will ensure that any allegations are investigated andreviewed in the strictest possible confidence consistent with the particular situation.

Questions regarding the Code of Ethics can be directed to Robert Wilk, Director, BusinessPractices and Compliance Programs, at [email protected] or at 941-373-6680.



July 2003

Dear Fellow Employee:

The most highly regarded companies are praised for the conduct of their employees and theirbusiness practices, as well as for their financial results.

Throughout the world and in all of our businesses, Compagnie de Saint-Gobain is committed toa high standard of ethical conduct. Compagnie de Saint-Gobain has recently underscored thiscommitment with a set of General Principles of Conduct and Action, a copy of which is setforth in its entirety in this booklet. These broad Principles support and complement Saint-GobainCorporation's more detailed Code of Ethics and Business Conduct Guidelines which have beenin place for more than 20 years.

The Saint-Gobain Corporation "Code of Ethics and Business Conduct Guidelines" outlines thehigh ethical standards that we support and details how the Company's employees shouldconduct themselves when dealing with fellow employees, customers, suppliers, competitors andthe public at large. I ask that you read the Code carefully and refer to it often for guidance. It isyour personal responsibility to comply with it in all respects. While laws and business customsmay vary in the different countries and cultures in which we operate, our common goal is tofollow a strong ethical code in every place we do business.

Honesty, integrity and a commitment to high standards of ethical and moral conduct are corevalues of Saint-Gobain Corporation. I know I can count on you to adhere to these standards andto continue to build the fine reputations of our businesses.

Sincerely,

Jean-François PhelizonPresident and Chief Executive Officer



TABLE OF CONTENTS

INTRODUCTION 1

COMPAGNIE DE SAINT-GOBAIN GENERAL PRINCIPLES OF CONDUCT AND ACTION 3

SAINT-GOBAIN CORPORATION CODE OF ETHICS AND BUSINESS CONDUCT GUIDELINES 7

I. CONFLICT OF INTEREST GUIDELINES 7

1.1 General 7

1.2 Specific Guidelines 7

1.3 Discussion of Conflict of Interest Guidelinesand Hypothetical Cases 11

II. OTHER LAWS AND REGULATIONS 11

2.1 Restraint of Trade, Unfair Competitionand Discriminatory Practices 11

2.2 Environmental Protection and Employee OccupationalHealth and Safety 12

2.3 Product Quality and Safety 12

2.4 Protecting Confidential BusinessInformation 13

2.5 Government Contracts 13

2.6 Export Control 13

2.7 Political Contributions 14

2.8 Foreign Economic Boycott 14

2.9 Competitive Information 14

2.10 Alcohol and Drug Abuse 15

2.11 Sexual Harassment 15

2.12 Equal Opportunity 15

III. THE BUSINESS ETHICS OVERSIGHT COMMITTEE 16

IV. CONFIRMATION OF COMPLIANCE AND REPORTING 16

V. DISCIPLINE 17

Appendix A – Specific Guidelines for Purchasing Managers 18

Appendix B – Conflict of Interest – Discussion of Certain Guidelines 21



-1-

INTRODUCTION

Saint-Gobain Corporation is committed to maintaining the highest business ethics and standards. In order to

preserve the integrity of Saint-Gobain Corporation's business and the manner in which we are perceived by

co-workers, customers, suppliers, competitors and the communities in which we live and work, it is imperative

that each employee conduct his or her business and personal affairs in compliance with Saint-Gobain

Corporation's Code of Ethics and Business Conduct Guidelines.

This booklet contains Saint-Gobain Corporation's Code of Ethics and Business Conduct Guidelines and is a

complement to Compagnie de Saint-Gobain's General Principles of Conduct and Action, a copy of

which is set forth in its entirety beginning on page 3 of this booklet (collectively, referred to as the "Code").

The Code discusses ethical and legal principles that must guide all of Saint-Gobain Corporation's employees

in their work. In order to be useful, this booklet should be kept handy and reviewed from time to time. The

Code does not, however, cover every possible situation that may arise, and is not intended to provide final

answers in all matters. General questions or issues regarding the Code may be discussed with the

employee's location manager, the Compliance Program Coordinator for the employee's operating group, the

Director, Business Practices and Compliance Programs, or the Vice President, Internal Control Services.

Questions of interpretation of the Code, however, should be directed to the Director, Business Practices and

Compliance Programs.

Applicability of the Code; Conflict with Foreign Laws

The Code is applicable to all directors, officers, employees and agents of Saint-Gobain Corporation, its

subsidiaries and controlled affiliates regardless of location (collectively, referred to as the "Company"). As an

international business, the Company is affected by the laws and business customs of the countries in which it

operates. Each employee, wherever located, is responsible for conducting his or her business activities in

compliance with the Code and the laws of the foreign country in which he or she works. When an employee

believes a conflict exists between the Code and the laws of a particular foreign country, he or she should

bring the conflict to the attention of the employee's location manager and the Compliance Program

Coordinator for the employee's operating group. If necessary, either the location manager or the Compliance

Program Coordinator will then bring the matter to the attention of the Director, Business Practices and

Compliance Programs.

In some countries, business practices are based on less stringent or different codes of conduct than the

Company's. For business dealings in such countries, employees should follow the Code, unless variances

that are permitted by applicable law and are based on sound business judgment have been approved in

advance by the Chief Executive Officer of the Company. All requests for variances should be directed to the

Director, Business Practices and Compliance Programs.



-2-

Employee Responsibilities

Ethics and behavior are individual responsibilities. High standards of behavior are expected of all employees,

regardless of position or location. No supervisor has the authority to require or permit conduct that is in

violation of the Code or any law.

In some cases, the Company's agents represent the interests of the Company with respect to third parties.

Accordingly, employees who supervise the activities of Company agents are responsible for making sure that

agents under their control receive a copy of, and abide by, the Code.

Management Responsibilities

All managers are responsible for seeing that Company policies are followed. Every manager is responsible

for communicating Company policies to his or her employees, including those dealing with legal and ethicalbehavior. Managers and supervisors also are responsible for maintaining a work environment where

constructive, frank and open discussion is encouraged and expected, without fear of retaliation.

The Chief Executive Officer of the Company and management at all levels throughout the Company are

responsible for ensuring adherence to the Code and for ensuring that there is appropriate ongoing employee

communication, guidance and training. Management is supported by the Company's Internal Control

Services, Communications, Human Resources, Compliance Programs and Law Departments, which normally

are responsible for handling many issues outlined in the Code. Significant violations of the Code will also be

reported to the Audit Committee of the Company's Board of Directors.



-3-

The Saint-Gobain Group has developed a number of shared principles applied by both management and

employees, which have guided the activities of the Group over the years.

The Group wishes to give written expression to these principles in order to facilitate their communication and

consolidate their implementation throughout the Group worldwide. The purpose of this document is also to

make a public statement of Saint-Gobain’s adherence to these basic principles of conduct and action, which

apply to all companies forming the Group without regard to the country of activity.

The principles set out are not intended to be exhaustive, but to cover the most essential areas. They are

complemented, and may in the future be further complemented, by sometimes more specific rules having

regard to local conditions or particular positions of responsibility, but in any case without detracting from the

basic principles.

The application of these principles is a requirement for belonging to the Saint-Gobain Group.

PRINCIPLES OF CONDUCT

The Saint-Gobain Group considers that the basic values shared by management and employees alike are:

professional commitment, respect for others, integrity, loyalty and solidarity. These are principles of conduct

which apply to each one of us.

PROFESSIONAL COMMITMENT

Professional commitment for us means mobilizing to the best of one’s ability the knowledge and know-how of

the individual and also calls for training to keep both up to date. It requires personal commitment and a

willingness to take on these tasks assigned and to acquire needed knowledge. It implies the effective

contribution of each person in caring particularly for the environment and for worker health and safety.

RESPECT FOR OTHERS

Respect for others is an absolute prerequisite for the professional and personal development of each person.

It must be applied throughout the Group worldwide and implies an acceptance of pluralism and other cultures

and of people of all origins. It is expressed in a readiness to listen to others, to inform, to explain and to

engage in dialogue.

INTEGRITY

Integrity requires a rigorous adherence to probity in one’s professional activities. It admits of no

compromising of the interests of the Group entrusted to a given individual in favor of that person’s own

COMPAGNIE DE SAINT-GOBAIN GENERAL PRINCIPLES OF CONDUCT AND ACTION



-4-

private interests – whether in dealings within the Group or in dealings on behalf of the Group with third

parties, whatever local practices might be. Detailed rules of conduct may be adopted for certain categories of

Group personnel where the nature of their responsibilities so requires.

LOYALTY

Loyalty requires honesty and fairness in dealing with superiors, colleagues, subordinates and third parties

dealing with the Group. In particular, it is incompatible with the pursuit of self-interest where the latter

conflicts with the goals of the individual Group company or the Group as a whole. It implies the adherence to

the guidelines and internal rules of individual Group companies and of the Group as a whole.

SOLIDARITY

Solidarity is based on a sense of individual responsibility at work, which prevails over self-centered thinking

and encourages teamwork and bringing out the best in each person. It means rejecting management or

operational methods geared more to the self-satisfaction of given individuals rather than the interests of the

particular company or the Group as a whole.

PRINCIPLES OF ACTION

The Saint-Gobain Group wishes to set out the principles of action which govern the activities of all

management teams and employees in the exercise of their professional responsibilities, regardless of the

country involved. These principles of action(1)

contribute to the achievement of sustainable development and

responsible patterns of growth, in accordance with the long-term strategy pursued by the Group.

____________

(1) They are intended to embody the OECD Guidelines for Multinational Enterprises, adopted in June 2000.

RESPECT FOR THE LAW

All Group companies are to apply in all areas all laws and regulations in force in those countries where they

carry on business. Particular attention is drawn to the areas described below. All Group companies shall

prohibit all actions which might breach applicable norms of competition law. They shall refrain from any form

of financing political parties or activities, even if allowed under local law. They also are to reject all forms of

active or passive corruption whether in domestic or international transactions.(2)

Furthermore, Group

companies are to renounce exploiting loopholes or inadequacies in any such laws or regulations where this

would mean non-compliance with the norms of the Saint-Gobain Group in the areas described below.

____________

(2) Covered by the OECD Convention on Combating Bribery of Foreign Public Officials in International

Business Transactions of 17th

December 1997.



-5-

CARING FOR THE ENVIRONMENT

Group companies are to actively promote the protection of the environment. At company sites management

methods shall be followed, wherever the site may be located, which allow measurable environmental

performance standards to be set, and actual performance to be regularly evaluated and checked against the

applicable standards. They shall strive to raise the main relevant environmental performance standards of

their own sites to the level of particularly effective performance standards found in the Group for comparable

sites – even if that means going beyond the requirements of local legislation.

WORKER HEALTH AND SAFETY

Group companies are to take particular care to adopt all measures necessary to ensure the best possible

protection against health and safety risks in the workplace. They shall adopt risk reduction policies and

follow-up on the due application of the same, checking actual results against the applicable standards. Such

policies shall apply both to their own employees and to employees of sub-contractors, where the latter are

working on a Group site. They shall strive to raise the main relevant health and safety performance

standards of their own sites to the levels of particularly effective performance standards found in the Group

for comparable sites – even if that means going beyond the requirements of local legislation.

EMPLOYEE RIGHTS

Group companies are to scrupulously ensure that employees’ rights are respected. They are to promote an

active dialogue with their employees. In addition, and without limitation, they shall respect the following rules,

even if not provided for by applicable local law. They shall refrain from any form of recourse to forced labor,

compulsory labor or child labor (3)

– whether directly or indirectly or through sub-contractors where the latter

are working on a Group site; and they shall refrain from any form of discrimination of whatever kind with

respect to their employees whether in the recruitment process, at hiring, or during or at the end of the

employment relationship.

_____________

(3) As defined by the applicable Conventions of the International Labor Organization.

* * * * * * * * * * * * * * * * * * * *

Each member of management and employee of the Saint-Gobain Group is personally responsible for

applying these principles of conduct and action.

Each management level – company, business unit, Delegation or Branch, carries its own responsibility for

ensuring the application of these principles of the Group.



-6-

The Branches and Delegations are to report regularly to the general management of the Group on how the

principles are being applied.

The general management of the Group is to implement awareness and training programs in order to promote

these principles across the Group. It will stipulate the measures required to enable effective testing, and

checking of actual results against the applicable standards, to be carried out.



-7-

I. CONFLICT OF INTEREST GUIDELINES

1.1 General

The Company is committed to conducting its business in accordance with the highest ethical standards and

has adopted the ethical principles set forth below as corporate policy. It is the Company's policy that no

director, officer or employee should place himself or herself in a position where his or her actions, personal

interests or the activities or interests of those for whom he or she acts are, or are likely to be, in conflict with

the interests of the Company. The purpose of the Conflict of Interest Guidelines is to assist the Company and

its directors, officers and employees in avoiding situations in which personal activities and financial affairs

may conflict with their responsibility to act in the best interests of the Company. There is no intent to invade

individual privacy, but rather to identify possible problems or areas of concern that could be resolved if known.

There may well be cases in which an apparent conflict of interest is more theoretical than real, but it is

important to resolve such cases promptly. In cases of doubt, for the protection of both the Company and the

individual, the director, officer or employee should fully disclose the nature of the proposed conduct or

transaction before it is undertaken. See Section IV: "Confirmation of Compliance and Reporting" below.

Some actions under the Conflict of Interest Guidelines require the prior approval of the Company.

This approval means the written consent of (a) the president of the operating division within which

the employee works or, if an employee works in a corporate department, the corporate vice president

who is responsible for the employee's department, and (b) either the Director, Business Practices and

Compliance Programs or the General Counsel of the Company.

1.2 Specific Guidelines (Additional Guidelines for Purchasing Managers can be found in Appendix A)

1. Gifts and Contributions

Directors, officers or employees or any member of their immediate families:

a. are not to give or accept, directly or indirectly, gifts, contributions, or prizes of more than

token value which are in any way connected with the business of, or matters involving, the

Company;

b. are prohibited from soliciting gifts, contributions, gratuities, services or kickbacks from

suppliers or customers of the Company regardless of their value;

SAINT-GOBAIN CORPORATION CODE OF ETHICS AND BUSINESS CONDUCT GUIDELINES



-8-

c. may not accept the use of customer or supplier property, airplane transportation or trips

(including trips sponsored by customers or suppliers) without the prior approval of the president

in charge of their operating division, or the Chief Executive Officer in the case of corporate vice

presidents and members of the Board of Directors; and

d. are not to give or accept, directly or indirectly, entertainment in excess of usual and

reasonable limits that are a normal and acceptable part of regular business activity. For

example, tickets to sporting or other events, lunches, dinners, golfing dates and entertainment

may be accepted if modest and appropriate and consistent with normal business customs.

2. Loans

Directors, officers or employees, or members of their immediate families, may not loan money to, or

borrow money from, individuals or concerns that do business with or compete with the Company, except

transactions with banks and other financial institutions in accordance with normal business practices.

3. Purchase or Sale of Goods and Services

Directors, officers or employees, or members of their immediate families, may not benefit personally

from any purchase by or sale to the Company of goods or services or derive personal gain from

transactions involving the Company, including the sale or lease of real or personal property, except

when that transaction and the personal interest involved have been fully disclosed to and approved by

the Company.

4. Direct or Indirect Business Interests

Directors, officers or employees or members of their immediate families may not have any direct or

indirect interest in any enterprise which competes with the Company or which has current or prospective

business with the Company when that individual may be able to influence such business with the

Company, except when the interest has been fully disclosed to and approved by the Company.

Ownership of or interest in publicly traded securities that is not in excess of one percent (1%) of the

securities of that corporation is not subject to this paragraph.

5. Association with Competitors, Suppliers or Customers

Directors, officers or employees or members of their immediate families, without the prior disclosure to

and approval of the Company, may not (i) work for, serve as a director or officer of, or provide services

to, a customer, supplier or competitor of the Company, or a customer of the Company's customer, or (ii)

be a partner of, or investor with, any individual or organization, or an employee of an organization,



-9-

that is the Company's customer, supplier or competitor, or that is a customer of the Company's

customer.

6. Non-Company Service and Income

A director or officer of the Company, a group or division president or vice president, or a general

manager of a business unit shall not serve as an officer, director, employee, partner, trustee or

consultant of or receive salary, fees, dividends or other income (except dividends and interest from

publicly traded securities or other similar investments) from any enterprise other than the Company,

unless that relationship has been fully disclosed to the Director, Business Practices and Compliance

Programs. It is not necessary to disclose service as an officer or a director of a not-for-profit enterprise.

7. Outside Employment

Employees should recognize that their position with the Company must be their primary employment.

Any outside employment, investment or other source of income must be secondary and subordinate to

their position with the Company, and must not interfere in any way with the performance of their duties

as a Company employee. Any such relationships that could be construed as a conflict with these

guidelines must be disclosed to the Company. The Company shall, in its sole discretion, determine

whether any employment relationship is prejudicial to its interests and is contrary to these guidelines.

8. Use of Company Personnel or Property

Directors, officers and employees shall not use or permit others to use the Company's employees or its

property for personal purposes.

9. Insider Trading

No person affiliated with the Company may directly or indirectly effect securities transactions on the

basis of "insider information" until that information has been fully disseminated to the public. Insider

information is any information regarding a company or its business about which an employee may learn

in connection with his or her employment, which is not generally known to the public, and which could

affect a decision to buy, sell or hold the stock of a company. For example, this policy would preclude

the purchase of stock in an unaffiliated company in which the Company is considering an investment or

some other business arrangement. In addition, the disclosure of such inside information to persons

outside the Company is strictly forbidden.



-10-

10. Misappropriation of Business or Investment Opportunities

Directors, officers and employees are prohibited from taking direct or indirect advantage of any

business opportunity which is received by reason of their relationship with the Company and in which

the Company may be interested, unless such opportunity has been presented for consideration by the

Company, has been rejected, and such activity is not prohibited under Paragraphs 4 through 7 above.

11. Illegal or Unethical Payments, Gifts, Bribes or Gratuities; Accuracy of Company Records

a. The Company's policy is to comply strictly with the United States Foreign Corrupt Practices

Act of 1977, as amended. The Act prohibits payments or offers of payments of anything of

value to foreign officials, political parties or candidates for foreign political office in order to

secure, retain or direct business. Payments made indirectly through an intermediary, under

circumstances indicating that such payments would be passed along for prohibited purposes,

are also illegal.

The Act also contains significant internal accounting control and recordkeeping requirements

that apply to the Company's domestic operations. The Act's intent, in requiring these records, is

to ensure that a business enterprise maintains reasonable control over its assets and all

transactions involving those assets. All employees are responsible for following Company

procedures for carrying out and reporting business transactions.

b. Employees must record and report information accurately and honestly. This includes

accurate reporting of time worked, business expenses incurred, research test results, revenueand costs, and other business related activities. All Company records are subject to audit, and

financial records should be maintained in accordance with generally accepted accounting

principles.

Dishonest reporting, either inside or outside the Company, will not be tolerated. This includes

reporting or organizing information in an attempt to mislead or misinform. No entry shall be

made on the Company's books and records that intentionally hides or disguises the true nature

of any transaction.

A director, officer or employee may not establish for any purpose an unauthorized, undisclosed

or unrecorded fund or asset involving the Company's money or other assets.

A director, officer or employee may not allow transactions with a supplier, agent, customer or

other third party to be structured or recorded in a way that is not consistent with generally

accepted business practices.



-11-

1.3 Discussion of Conflict of Interest Guidelines and Hypothetical Cases

For further discussion of the Conflict of Interest Guidelines and hypothetical cases, please refer to

Appendix B of this booklet.

II. OTHER LAWS AND REGULATIONS

2.1 Restraint of Trade, Unfair Competition and Discriminatory Practices

The Company is committed to free and open competition in the marketplace. Strict adherence by all

employees to the letter and spirit of the antitrust laws of the United States and with the competition laws of

any other country or group of countries which are applicable to its business is absolutely required. No

employee should assume that the Company's interest ever requires any other course of conduct.

The antitrust laws are complex and difficult to interpret. They also have application to a very broad range of

corporate activities. The list of prohibited activities set forth below is not intended to be exhaustive and, taken

together with the Company's Antitrust Compliance Policy Booklet, are only a general guide to antitrust

compliance. Employees should consult with the Law Department prior to taking action concerning a matter

about which there is any question.

It is the Company's policy that no employee shall:

1. Agree, or attempt to agree with a competitor of the Company (whether orally or in writing) with

respect to any of the following: prices; terms of sale (including discounts, credit terms, or freight

allowances); amount of production; division of markets, sales territories or customers; or the

boycotting of transactions with third parties. Further, no discussion or exchanges of information

regarding such matters, including exchanges through trade associations, should take place with

competitors or their representatives.

2. Agree, or attempt to agree with a customer on a product’s resale price, imply that such resale

price is a condition of the sale or the receipt of a discount or advertising allowance, or discuss

with or imply to a customer that the Company will attempt to influence the resale pricing of

another customer. Any customer or territorial restrictions to be imposed on a customer must be

discussed with the Law Department prior to implementation.

3. Sell any product on the condition, understanding or agreement that the customer must purchase

another product from the Company.

4. Sell products of like grade and quality to competing customers at different prices during the

same time period, unless a statutory exception applies.



-12-

5. Provide promotional payments, services or allowances to competing customers on other than

proportionally equal terms, except where a statutory exception applies.

6. Induce a vendor to sell a product or service to the Company at what the employee knows or has

reason to know is an illegal price.

7. Make false or misleading remarks about other companies, their services or products, including

the Company's competitors.

2.2 Environmental Protection and Employee Occupational Health and Safety

The Company is committed to protecting the environment and complying with all applicable public health and

environmental laws and regulations.

To meet the Company's environmental standards, every facility is required to be in compliance with all public

health and environmental laws pertaining to its operations. Every facility is expected to maintain an open

dialogue with local communities on the nature and hazards, if any, of the materials that it manufactures or

handles as required by applicable environmental laws or regulations. The Company's policy is to participate

actively with government authorities, industry groups and the public in promoting community awareness and

emergency response programs to deal with any potential hazards associated with Company products,

materials or facilities.

The Company has a vital interest in providing each employee with a safe and healthy work environment. The

prevention of occupational accidents and illnesses is a line management responsibility. Every manager,supervisor and foreperson bears direct responsibility for the safety and health of every employee under his or

her direction and for the safe utilization of all physical assets entrusted to his or her care.

The Company also expects and insists that every employee shall always show concern for his or her own

safety and that of all fellow employees. This requires each employee to perform his or her duties in a safe

manner and in compliance with all relevant safety policies and procedures.

For further information and guidance, employees should refer to the Company's Health, Safety and

Environment Policy and to the various pertinent Company policies and procedures.

2.3 Product Quality and Safety

The Company's policy is to conduct business with a high regard for the health and safety of those using its

products and, in doing so, strengthen the bond between the Company and its customers. Each employee

plays a critical role in ensuring the quality and safety of Company products, from initial design through

manufacture, sale and ongoing improvements. In addition, it is the Company's policy to cooperate with



-13-

government agencies, industry associations and recognized authorities involved with the quality and safety of

the Company's products.

2.4 Protecting Confidential Business Information

The Company has developed confidential business and technical information over many years at

considerable expense. Because of this effort, the Company now owns or otherwise possesses valuable

confidential business and technical information. Employees must protect the Company's confidential

business and technical information as carefully as they protect the Company's tangible property.

Unauthorized disclosure of this information could destroy its value to the Company and give unfair advantage

to others.

To ensure confidentiality of the Company's confidential information, employees must adhere to the following

principles:

1. Employees must not disclose confidential information, either during or after employment, except

when authorized by the Company to disclose it to suppliers, customers or others who have

entered into confidentiality agreements with the Company.

2. Similar restrictions, usually provided for in contracts, apply to information obtained from the

Company's customers, partners, suppliers and others who furnish information to the Company

on a confidential basis. Employees must not disclose this confidential information, either during

or after employment by the Company, except as provided in such contracts.

2.5 Government Contracts

While contracting with the U.S. federal government offers business opportunities and funding arrangements

not normally available elsewhere, the rules and regulations of this unique customer must be observed.

Failure to observe them can result not only in loss of contract work and revenue but in civil and/or criminal

penalties as well. It is the contractor's responsibility to learn the applicable regulations in the area of

government contracts; in government contracting, ignorance is no defense.

All employees and Company consultants involved in U.S. federal government contracting activities must

adhere both to the Company-wide ethical standards set forth in this Code and to the specific requirements setforth in the Company's Government Compliance and Procedures Manual.

2.6 Export Control

All exports of commodities and technical data from the United States are controlled by U.S. federal laws and

regulations, as are foreign transactions involving the sale of commodities made abroad using technical data

or components with U.S. origins. It is the Company's policy to comply with all applicable U.S. federal export



-14-

control laws and regulations. For additional guidance, employees involved in exporting or processing orders

for export should refer to the Company's Export Compliance Policy and Procedures Manual.

2.7 Political Contributions

The Company encourages the participation of all employees as private citizens in the electoral process. The

Company follows U.S. federal law and many state statutes by prohibiting the Company from making direct or

indirect political contributions of any kind. Included in this prohibition would be transportation or other

services provided at the Company’s expense.

2.8 Foreign Economic Boycott

It is the Company's policy to comply fully with the U.S. federal government's laws and regulations relating to

foreign economic boycotts. U.S. law prohibits cooperation with certain foreign economic boycotts. In

addition, U.S. law prohibits compliance with requests for information or other actions that further prohibited

boycotts as a condition to the sale of goods or services. U.S. law requires prompt reporting by the Company

of boycott-related requests for information or action from boycotting countries, firms or persons, including

requests directed to the Company's non-U.S. operations. Because boycott-related requests are often difficult

to recognize, it is important that employees involved in international transactions become familiar with the

Company's Export Compliance Policy and Procedures Manual.

2.9 Competitive Information

It is good business practice for the Company to gather information about the markets in which the Company

does business, including information about the Company's competitors and their products and services,

through business surveys, market studies, competitive analyses and benchmarking. To avoid the

appearance of improper agreements and understandings with the Company's competitors, however,

employees should not seek or receive such information directly from the Company's competitors. Employees

may, however, gather information about the Company's competitors from other sources, such as published

articles, advertisements, publicly distributed brochures, surveys by consultants, and conversations with

customers.

Employees may accept competitive information only when there is a reasonable belief that both the receipt

and use of the information are lawful. Employees must never attempt to acquire a competitor's trade secrets

or other proprietary or confidential information through unlawful or unethical means, such as theft, spying,

disclosures by the competitor's present or former employees, or breach of a competitor's non-disclosure

agreement by a customer or other party. Further, employees or any consultants or agents of the Company

should not misrepresent their identity in attempting to collect such information.



-15-

2.10 Alcohol and Drug Abuse

The Company has adopted an Alcohol and Drug Abuse Policy. In summary, the Policy provides that

reporting to work or for Company business, or otherwise being on Company property, including on parking

lots and while operating Company vehicles, under the influence of alcohol or drugs is prohibited. The use,

possession, sale, distribution or purchase of drugs while at work or on Company business or while on

Company premises, including on parking lots and while operating Company leased vehicles, is prohibited.

Except for lawful consumption of alcohol as permitted at Company-sponsored functions and temporary

possession of unopened alcoholic beverages in a vehicle on Company property, the use, possession, sale,

distribution or purchase of alcohol while on Company premises, including on parking lots and while operating

Company vehicles, is prohibited. Illegal use of drugs off premises and off duty is prohibited. To the extent

that the presence of such drugs or their metabolites is detected in the blood or urine of any employee, or by

any other means, that employee will be in violation of the Company's Alcohol and Drug Abuse Policy and

subject to the procedures set forth therein.

2.11 Sexual Harassment

The Company strives to provide a productive work environment in which all of its employees can contribute at

their highest levels. Accordingly, the Company prohibits sexual harassment of any kind, whether the

harasser or the victim is a supervisor, co-worker, supplier, customer, agent or guest of the Company.

Harassment on the basis of sex is a violation of law, this Code and the Company's Sexual Harassment

Policy.

Employees should refer to the Company's Sexual Harassment Policy and Procedure Summary for additionalguidance, and for information regarding the procedure which should be followed in the event an employee

believes that he or she has been subjected to sexual harassment.

2.12 Equal Opportunity

The Company recognizes the personal value of every employee. The Company pledges that every employee

will be treated with dignity and respect, and will be judged on the basis of his or her qualifications to perform

jobs, without regard to race, creed, gender, religion, national origin, age, disability or veteran status.

Employees should report violations of Company policy in this area to their supervisor, human resources

representative, or the Director, Business Practices and Compliance Programs.



-16-

III. THE BUSINESS ETHICS OVERSIGHT COMMITTEE

To ensure that the Code is properly implemented and administered, the Company has established a Business

Ethics Oversight Committee, composed of members of the Company's Management Committee. This

committee, subject to review by the Audit Committee of the Company's Board of Directors, is responsible for

ensuring that the Code is properly implemented and administered.

IV. CONFIRMATION OF COMPLIANCE AND REPORTING

At the commencement of employment, each employee is required to confirm that he or she has read the

Code and that he or she understands that compliance with the specific guidelines which are part of the Code

is required during the term of employment. Thereafter, certain employees will be periodically asked to

reconfirm the statements regarding the Code which they made at the commencement of employment.

At the commencement of employment, employees are also required to disclose to the Company any conflicts

of interest they may have with the Company under the Conflict of Interest Guidelines described in the Code.

In the event of conflicts which arise after the commencement of employment, employees are required to

disclose such conflicts by completing and signing an appropriate form which can be obtained from their local

Human Resources Manager or the Company's Director, Business Practices and Compliance Programs.

Every employee is expected to report any violation of the Code or any applicable law of which he or she

becomes aware. Employees who make reports in good faith regarding another employee's violation need

have no fear of retaliation and the Company will ensure that any allegations are investigated and reviewed in

the strictest possible confidence consistent with the particular situation.

Except as otherwise specifically set forth herein, employees who know of, or reasonably suspect, violations of

the Code must report them to one of the following individuals: his or her supervisor, a group or division officer

within the group or division in which the employee works, the general manager of the business unit for which

the employee works, the Director, Business Practices and Compliance Programs, or the Vice President,

Internal Control Services.

The employee may also report known or suspected violations by calling the Saint-Gobain Hotline at

1-800-548-2088 (USA only) or 1-508-795-2736 (worldwide).



-17-

V. DISCIPLINE

The Code is very important to the Company. Failure to comply with the standards outlined herein and all

policies referred to herein will result in disciplinary action, ranging from a reprimand to dismissal. Disciplinary

action will be taken against:

1. Any employee who violates the Code or pertinent law.

2. Any employee who deliberately withholds relevant information concerning a violation of the

Code or pertinent law.

3. The violator's manager or supervisor to the extent that the circumstances of the violation reflect

participation in the violation, or lack of diligence.

4. Any supervisor or employee who retaliates, directly or indirectly, or encourages others to do so,

against an employee who reports a Code, policy or law violation.

5. Any employee who knowingly falsely accuses another employee of a Code, policy or law

violation.



-18-

APPENDIX A

SPECIFIC GUIDELINES FOR PURCHASING MANAGERS

This document is a supplement to the "General Principles of Conduct and Action for the Saint-Gobain Group,"

and represents an application of these principles to the purchasing function in the Group.

This document applies to all purchasing managers at the level of subsidiaries, divisions, delegations, Saint-Gobain

purchasers, as well as to all employees (buyers, technical staff and managers) who in the course of their work engage

in dealings with one or more outside suppliers to the Group.

The goal of this document is to provide guidelines for day-to-day work and concrete situations without, however,

attempting to be exhaustive.

General Principles of Behavior

• Each negotiation must be carried out in the best interests of the Group, which in case of conflict must take

priority over the interests of the individual group company taken in isolation.

• Buyers must adhere to Saint-Gobain Group master agreements, or make a special request for an exemption,

giving precise reasons backing up the request. Exemptions will only be granted because of special

circumstances (e.g., joint-venture situation, significant business opportunity); the grounds for the exemption

must be stated and all exemptions are subject to the approval of the category manager involved.

• Buyers are encouraged to systematically request proposals from potential suppliers from within the Group.

Integrity

• Saint-Gobain employees (buyers or others) shall refrain from communicating to actual or potential suppliers

their private contact details.

• Purchasing goods or services on behalf of any Group entity must not entail discounts or refunds to the buyer

or a family member.

• Invitations to special events (trips, meals etc.) organized by suppliers should only be accepted if there is

some justification going beyond the already existing relationship with the supplier. Prior approval from the

superior of the person involved is required.



-19-

• Presents from suppliers may only be accepted if of modest value, if they are delivered to a business address,

and if they come from existing suppliers (never from potential suppliers). As far as possible, they should be

shared among colleagues in the same team, in order to encourage team spirit and recognition. In any case,

complete transparency is required: the superior of the person involved is to be informed without delay.

• Employees must have no personal interest, financial or otherwise, direct or indirect, in any supplier.

• Beyond the process of negotiation itself, the buyer should always take into account the longer term: coming

up with new ideas and being ready to challenge established ways of doing things, but the buyer also is to

make sure that what is being negotiated is feasible, and is to follow-up afterwards to verify implementation.

• In particular, by working closely with the product "users," the buyer reduces substantially the risks associated

with supplier switches or product switches.

• Communication is part of the buyer’s job: which means explaining internally choices made after a negotiation,

especially to the people whose needs it is being sought to address.

• By keeping in touch on an on-going basis with the supplier, the buyer takes care that the quality of service is

good and that improvements are achieved.

General Rules for Buyers

Professionalism

• In order not to allow too close a relationship to develop, local management should take care to regularly

change the key contacts with suppliers, unless to do so would be contrary to the interests of the Group.

• To avoid blind adherence to the status quo, the purchasing function shall in general review contracts

approaching the end of their term, and shall avoid as much as possible automatic renewals.

• Contacts with suppliers that have generated or involved important information shall be formally recorded in

some way (report, e-mail, telephone call) in order to facilitate the passing on of this information efficiently to

the appropriate level within the Group.

• An on-going follow-up, especially of strategic suppliers, is to be established.

• Buyers are to avoid allowing a relationship of dependence to build up vis-à-vis any supplier, and therefore

should always be working on having credible alternatives available.



-20-

Confidentiality

• A buyer or any expert called upon to deal with a request for proposals and the ensuing selection of a supplier,

shall take great care not to disclose information of strategic importance, whether of a commercial or a

technical nature, relating to the goods or services to be purchased, or information concerning the use to

which they may be put.

• Whenever confidential information must be exchanged with a supplier, a confidentiality agreement must be

signed.

• Plant visits by suppliers (actual or potential) are subject to strict surveillance: sub-contractor employees may

not organize such visits, and each visit is subject to the prior approval of the site manager (of the plant,

research center, etc).

Environment – Health – Safety (EHS)

• Environment, Health and Safety issues are systematically taken into account when preparing purchasing

specifications.

• The supplier must satisfactorily address EHS requirements in its proposal not least with regard to relevant

legal requirements. This should not give rise to any price supplement, unless some very specific

requirements have been included in the purchase specifications.

•

A regular "EHS check" is to be organized by purchasing managers, in particular for hazardous goods.

Competition

• Buyers must not exchange trade or technical information with competitors of Group companies.

• Buyers must not resort to dubious practices in order to obtain business secrets from a supplier or a sub-

contractor.



-21-

APPENDIX B

CONFLICT OF INTEREST - DISCUSSION OF CERTAIN GUIDELINES

Discussion Number 1

Purchase of goods or services by the Company from an employee or a close relative of an employee.

Specific Policy

Employees, or their close relatives, sometimes operate businesses which can provide goods or

services which the Company uses. Occasionally, the question is raised whether the Company will

do business with the employee, his or her relative, or a business they own.

It is the Company's policy that, without the prior disclosure to, and approval of, the Company, an

employee (or his or her close relative) shall not be a customer of, or a supplier to, the Company.

Discussion

In order to protect the integrity of its purchasing system and to avoid potential employee relations

issues, the Company does not, without the prior disclosure to, and approval of, the Company,

purchase goods or services from employees or their close relatives.

If the Company were to do business with employees or their close relatives, a number of sensitive

issues could arise, including the following:

1. Being fair with all suppliers. It is important that the Company have an adequate number of

suppliers willing to offer goods and services on a timely basis at a competitive price. If the Company

were to make purchases from employees, other suppliers might not compete because of concern

that they would not receive fair consideration or that the employee had inside information and an

unfair advantage.

2. Poor performance. If the goods or services purchased from the employee were delivered late

or were defective, the employee's otherwise good relationship could be adversely affected.

Discussion Number 2

Working for, or providing services to, or doing business with, a customer, supplier or competitor; outside employment.



-22-

Specific Policy

Company employees are sometimes asked by customers if they would be interested in doing work

for the customer after hours. Such requests have been made of draftspersons, engineers, computer

programmers and the like. On other occasions, an employee or a close relative may have a

business which sells goods or services. A question is sometimes raised whether the employee or

relative can solicit business from the Company's customer or supplier.

It is the Company's policy that, without the prior disclosure to, and approval of, the Company, an

employee may not work for, provide services to, or do business with, a customer, supplier or

competitor.

While the Company's policy does not prohibit off-duty work for persons or firms other than

customers, suppliers or competitors, off-duty work performed by a Company employee must complywith the following guidelines:

• All off-duty work must be wholly performed on the employee's personal time through the use of

his or her own facilities. More specifically, the employee may not make use of the Company's

property or resources in performing the work.

• Performance of the off-duty work must not interfere with or prevent the employee from devoting

the time and effort necessary to fulfill the employee's duties and obligations as a full-time

employee of the Company.

Discussion

If a Company employee were to work for, provide services for, or do business with, a distributor,

dealer, agent, customer or supplier, it could cause the employee to exert an improper influence with

the Company on behalf of such distributor, dealer, agent, customer or supplier.

• In the case of a distributor, dealer or agent, such influence could be directed toward the

appointment of such distributor, dealer or agent to new market areas, the decision to terminate

such entity, the pricing of products, the extension of credit, the filing of liens against the entities'

projects, the processing of orders, the expedition of shipments and the approval of such entities'

claims.

• In the case of customers of the Company or of the distributor, dealer or agent, such influence

could be directed toward the pricing of products, the collection of accounts receivable, the filing

of liens and the processing of orders, shipments or claims.



-23-

• In the case of suppliers, such influence could be directed toward the selection of suppliers and

prices paid for goods or services. Even if no improper influence were exerted, others, both

within and outside the Company, might perceive that such influence was occurring.

Discussion Number 3

Being a partner of, or investor with, a customer, supplier or competitor.

Specific Policy

Company employees sometimes have the opportunity to invest in a business venture with a

Company distributor, dealer, agent or other customer or a supplier or competitor. Because such

relationships may create actual conflicts of interest or the appearance of a conflict, it is the

Company's policy that, without the prior disclosure to, and approval of, the Company, no Company

employee or immediate family member may be a partner of, or investor with, the owner or an

employee of:

• a Company distributor, dealer or agent;

• a customer or prospective customer of the Company;

• a customer (or prospective customer) of a distributor, dealer or agent;

•

a supplier; or

• a competitor.

Discussion

If a Company employee were to invest in a business venture with a Company customer or a

supplier, it could cause the employee to exert an improper influence with the Company on behalf of

the customer or supplier. This influence involves the same type of pressures and conflicts described

in Discussion Number 2. With respect to a competitor, it could create an impression among our

customers, suppliers and other parties that an improper and unethical relationship exists.



-24-

HYPOTHETICAL CASES

Case #1

ABC Group has need for machine tool services. It has been purchasing the services from the only two local machine

tool operations in the area, but both of these are operating at capacity. Bill Jones, an employee of ABC Group, owns

some machine shop equipment, and during after-work hours has performed services for other local companies. On

occasion, his partner Steve Smith who is not an ABC Group employee has helped out.

Bill's job with ABC Group includes the purchase of machine shop services. One day he needs to purchase these

services and goes to the two local machine shops. Both are busy and won't be able to give him the results as fast as

he needs. ABC Group has a large order which it will lose if it can't get the proper tooling. Bill gets a couple of quotes

from machine shops in other cities which can meet the time requirements but at a price well above what he has been

paying. The services must be performed.

Bill comes to you, his boss, and says, "Steve Smith will perform these services in my machine shop for less than the

out-of-town shops. Here, sign this purchase order." Do you sign it? What are some of the considerations?

Basic Policy

Without the prior disclosure to, and approval of, the Company, an employee may not be a supplier individually

to the Company. A Company employee who in any way influences decisions with respect to the Company's

business with a supplier may not hold any position with that supplier, whether as a director, officer, employee

or agent, nor have any financial interest in that supplier.

This includes employees who establish specifications for, recommend, evaluate, test or approve a supplier's

product or service, and employees who participate in the selection of or arrangements with a supplier.

Application of Policy

In this case, since the employee and his friend are partners in the machine tool operation, the Company may

not do business with them. The machine tool services must be purchased elsewhere.

Case #2(a)

A Company dealer wishes to put together a real estate development project and asks a Company salesperson to

become a partner in the development. May the salesperson make such an investment?



-25-

Case #2(b)

The prospective customer of a Company dealer wishes to establish a contracting operation using, in part, the

Company materials purchased from the Company dealer. He approaches a Company employee in the Credit

Department and asks if the employee would want to become an investor in the new operation. May the employee

become an investor?

Basic Policy

Without the prior disclosure to, and approval of, the Company, an employee may not (i) work for, serve as a

director or officer of or provide services to, a customer, supplier or competitor of the Company or a customer

of the Company's customer, or (ii) be a partner of, or investor with, any individual or organization, or an

employee of an organization, that is a Company customer, supplier or competitor, or that is a customer of a

Company customer.


The Company employee may not become a partner of the dealer in the real estate project or an investor in

the contracting firm of the dealer's prospective customer. Employees must avoid any relationship with a

distributor, dealer, customer or prospective customer or supplier that could cause them to exert any improper

influence with the Company on behalf of the distributor, dealer, customer or supplier.

Case #3

Blank Corporation has purchased fifteen large widgets from the Company for $25,000 each. It wants them shipped to

Mexico. Four widgets have been delivered and paid for. Blank's purchasing agent now comes to you and asks you to

furnish new invoices for the four widgets showing the price as $15,000. He merely says he "needs them for customs."

He also says that he'll probably need similar invoices for the other eleven widgets. You know that this may be the

beginning of a substantial business with Blank and that they may purchase another one hundred widgets. What do

you do?

Basic Policy

An employee may not allow transactions with a vendor, agent or customer to be structured or recorded in a

way that is not consistent with normal business practice. Any act by an employee in a transaction in which

the Company is a party and which involves any form of fraud or deception is prohibited.

Other similar acts which are prohibited are kickbacks of money, property or favors; billing a customer at an

inflated price or for merchandise he did not in fact receive; or furnishing false invoices or receipts.



-26-


Since the requested invoices would be false, they may not be furnished.

Case #4

Able, who operates an import business in Country Y, approaches you and indicates he can obtain an order for building

materials for a large government installation. He indicates that he has "friends in influential positions." He states that

he normally works on a commission basis of 10 percent of the contract price, but in this instance he will need 20

percent. He suggests you merely include the higher commission in your bid. Your experience is that normal

commissions in Country Y are in the 5-10 percent range. Should you enter into the arrangement with Able?

Basic Policy

No employee may give, offer or accept anything that can be construed as a bribe, kickback or an illegal or

unethical payment in connection with the Company and its business.

No employee may aid or abet another party in making or receiving an improper payment.

The Company will pay fees to consultants only at competitive rates and commensurate with services

performed.


This arrangement should not be entered into without evidence which would demonstrate the legitimacy of the

high commission and assure that no improper payment is being made.

Case #5(a)

Olive, a representative of First National Bank, with whom you do business, invites you to a golf outing along with

several other of the Bank's customers. A week after the outing, a new golf bag is delivered to you. In the package is a

note from Olive which says, "Glad you could join us. Maybe this will help you forget the putt you missed on 16." It's a

great looking golf bag and you need one. In fact, you priced one last week for $125. What do you do?

Case #5(b)

You really like to play golf and learn that Ben Olive, a representative of First National Bank with whom you do

business, is a member of the exclusive Park Place Golf Course where a pro-am tournament is to be held. Is it

appropriate for you to call Olive and ask him to arrange for you to play on the course and to get you free tickets to the

event?



-27-

Basic Policy

No gift or gratuity in any form may be accepted by a Company employee or any immediate family member

from individuals or concerns that do business with the Company unless the gift is a commonly distributed item

of nominal value given for advertising or promotional purposes or is of token value and consistent with local

business customs.

Gifts include any gratuitous service, discount, money or article of value. Tickets to sporting or other events,

lunches, dinners, golf dates and entertainment may be accepted if modest and appropriate and consistent

with normal business customs. Loans are also prohibited, except for transactions with banks and other

financial institutions on customary terms.

A Company employee is not to solicit services or items of value from suppliers or customers.


In the golf bag example, because the golf bag is of more than modest value and is not a commonly

distributed advertising item, the employee should advise his boss of the gift which should be declined and

sent back with a thank you note.

In the golf outing ticket case, you should not ask for or solicit such gifts since it is contrary to the Company's

policy and might be construed as a condition of doing business with the Company.

Case #6

A Company employee learns from another employee working on a project that the Company is about to announce the

acquisition of ABC Corporation, a large publicly traded company. Before a public announcement is made, the

employee who learned of the acquisition purchases $5,000 of the stock of ABC Corporation.

Basic Policy

The use for personal gain of confidential or "insider" information obtained as a result of employment with the

Company is prohibited and, in some circumstances, may violate the law.

All employees working with confidential non-public information should guard against its intentional or

inadvertent disclosure to other employees and outsiders.



-28-


In this case both employees, the one who disclosed the confidential information and the employee who

purchased the stock based on the "inside" information, are subject to disciplinary action, including discharge.

Also, both employees may be liable for civil damages to the person from whom the stock was purchased.



aint-Gobain Corporation

50 E. Swedesford Road

O Box 860

alley Forge, PA 19482

Code of Ethics Booklet

Documents

Transcript of Code of Ethics Booklet