1.0 Policy

Employees of Solenis International LP, its commercial units and its majority-owned subsidiaries (collectively, “Solenis”) must not give or accept any gift(s) from a third party which creates a conflict of interest, influences the business decisions made on behalf of Solenis or which may otherwise be illegal or give the appearance of impropriety.

2.0 Gifts

Employees should never give or accept gifts unless specifically permitted by this policy or approved in advance by a member of Solenis’ regional or global leadership team.

For purposes of this policy, a “gift” refers to any item of value given or received by an employee in the scope of his or her duties with Solenis. Examples include gift baskets, product samples and items (such as golf balls or polo shirts) imprinted with a corporate logo. The definition also includes business entertainment, such as travel, lodging, tickets to sporting or other events, and alcoholic beverages given or received by an employee in the scope of his or her duties with Solenis.

In giving and receiving gifts, Solenis employees must always comply with the Global Standards of Business Conduct and the Anti-corruption policy. With respect to meals with customers or suppliers and expense reimbursement for gifts, Solenis employees must comply with the Global Travel and Expense policy.

Solenis employees are permitted to give or accept the following gifts, the aggregate value of which may not exceed U.S. $300 in any six-month period unless approved in writing by the appropriate member of Solenis’ regional or global leadership team:

• Perishable gifts (e.g., food baskets and flowers) given as a gesture of professional friendship or to commemorate a special occasion. These gifts, if accepted, should be shared with the employee’s entire department or otherwise sent within 48 hours to a local charity.
• Advertising or promotional products (e.g., pens and calendars), provided they are of nominal value.
• Ticket(s) for sporting games, concerts or other entertainment events. If a Solenis employee attends jointly with the individual providing the tickets or someone else from the same entity, the face value per ticket may not exceed U.S. $100. If no such person accompanies the Solenis employee, the face value per ticket may not exceed U.S. $50. Tickets valued at higher than these amounts require prior approval from the appropriate member of Solenis’ regional or global leadership team.
• Gifts for bereavement, funeral, wedding, baby, retirement, birthday, get-well or other gifts of value not to exceed U.S. $50, where local custom dictates such exchange as a matter of courtesy.
• Gifts made via donation to a charitable organization affiliated with or designated by a customer or supplier (of value not to exceed U.S. $100) must have prior approval from the appropriate member of Solenis’ regional or global leadership team and a Legal department lawyer.

3.0 Prohibited items

The following gifts are strictly prohibited:

• A gift or loan of cash, cash equivalents or securities.
• A gift or loan of real estate, including vacation facilities for personal use.
• A gift given to a government official or official working for a state-owned enterprise.
• A discount on the purchase of goods / services for personal use.
• The purchase of a meal for a customer or supplier at which no Solenis employee is present.
• A gift of the type that would embarrass Solenis or harm its public reputation if disclosed.

4.0 Reporting and expense reimbursement of gifts

Solenis employees who wish to be reimbursed for gifts may not use personal funds to purchase such gifts and must maintain records of approved gift expenses in accordance with the expense reporting and reimbursement process as noted in Global Travel and Expense policy.

No less frequently than once per quarter, the members of Solenis’ regional or global leadership team must report in reasonable detail each approval granted under this policy to Solenis’ general counsel.

5.0 Gift Cards

Gift cards used by commercial units for customer appreciation programs are permitted, but require documented pre-approval from the appropriate member of Solenis’ regional or global leadership team.

6.0 Scope

This policy globally applies to Solenis employees, officers, directors and their respective immediate family members, and to third parties acting on behalf of Solenis including agents, contractors, distributors, resellers, traders and consultants.

7.0 Owner

General counsel.

8.0 Exceptions

There are no exceptions to this policy.