Code of Ethics
SV 2.0 Clean Harbors Code of Ethics and Business Conduct
1.1. Clean Harbors, Inc. (together with its subsidiaries, the " Company") has adopted this Code of Ethics and Business Conduct (the "Code") in order to:
- promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
- promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the " SEC") and in other public communications made by the Company, see also Policy LW 5.0-5.2 regarding disclosure of material information, and transactions in Company Securities;
- promote compliance with applicable governmental laws, rules and regulations;
- promote the protection of Company assets, including corporate opportunities and confidential information.
- promote fair dealing practices;
- deter wrongdoing; and
- ensure accountability for adherence to the Code.
1.2 All directors, officers and employees are required to be familiar with the Code,
comply with its provisions and report any suspected violations, as described in Sections 12 and 13 below.
1.3 This Code shall be administered and enforced by the Chief Compliance Officer (John Harris, SVP, Internal Audit, firstname.lastname@example.org, (972) 265- 2612, the General Counsel (Michael McDonald, SVP General Counsel, email@example.com, (781) 792-5136), and the Audit Committee of the Board of Directors, as described below.
2. Honest and Ethical Conduct
2.1 The Company's policy is to promote high standards of integrity by conducting its associations and interactions honestly and ethically.
2.2 Each director, officer and employee must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job.
3. Conflicts of Interest
3.1 A conflict of interest occurs when an individual's private interest (or the interest of a member of his or her family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of his or her position in the Company.
3.2 Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.3 or 3.4 below.
3.3 Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Compliance Officer with a written description of the activity and seeking the Chief Compliance Officer's written approval. If the supervisor is involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Compliance Officer.
3.4 Directors and executive officers must seek determinations and authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.
4. Government and Regulatory Relations and Responsibilities
4.1 The Company, its directors, officers and employees are prohibited by law from influencing or inducing favorable government action through bribery or collusion. Accordingly, no employee shall make any payment or offer anything of value in the form of compensation, gift, contribution or otherwise to any government agent, employee or official, whether appointed or elected, for the purpose of inducing favorable governmental action.
4.2 Other than with respect to routine permit and regulatory applications, any requests for information from a governmental or regulatory body should be immediately referred to the General Counsel’s Office for review. No employee of the Company shall knowingly withhold or conceal information legally requested by any governmental or regulatory body, or knowingly furnish incorrect or misleading information to such body.
4.3 Any employee of the Company who either knows or has reason to believe that the Company itself, or another Company employee has knowingly withheld or concealed, or is knowingly withholding or concealing information legally requested, or has knowingly furnished, or is knowingly furnishing materially incorrect or misleading information to any governmental or regulatory body, shall immediately report that good faith belief to the General Counsel. Should any employee receive a solicitation for a payment, bribe, gift, or contribution from any government agent, employee or official, whether appointed or elected, it should be reported to the General Counsel immediately.
5. Hiring or Supervising Relatives of Company Employees
5.1 The Company is a family oriented company and is pleased and proud that many employees have family relatives, romantic and/or life partners also employed throughout the Company. The situations where some of these individuals must work together require special sensitivity by each employee to avoid any circumstance that raises an actual conflict of interest or the appearance of a conflict of interest or the appearance that any employee is receiving favorable treatment or special consideration because they are being hired by or supervised by a family relative, romantic and/or life partner. A potential conflict of interest, either in fact or appearance, does arise if a present employee is the Company official hiring a family relative or romantic/life partner or supervising a family relative, or romantic/life partner. Accordingly, all such actual or potential situations are governed by the Company’s Nepotism Policy (HR 1.8) and should be disclosed to and approved by the SVP of Human Resources before the hiring decision or assignment is made under these circumstances.
6.1 Employees, officers and directors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.
6.2 Although not all employees, officers and directors are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Chief Compliance Officer or the General Counsel.
6.3 No director, officer or employee may purchase or sell any Company securities while in possession of material non-public information regarding the Company, nor may any director, officer or employee purchase or sell another company's securities while in possession of material non-public information regarding that company. It is against Company policies and illegal for any director, officer or employee to use material non-public information regarding the Company or any other company to:
a) obtain profit for himself or herself; or
b) directly or indirectly "tip" others who might make an investment decision on the basis of that information.
Please also see Policy LW 5.0 to 5.2 for additional rules regarding transactions in Company Securities and the dissemination of non-public information.
7.1 The Company's periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.
7.2 Each director, officer and employee who contributes in any way to the preparation or verification of the Company's financial statements and other financial information must ensure that the Company's books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company's accounting and internal audit departments, as well as the Company's independent public accountants and counsel.
7.3 Each director, officer and employee who is involved in the Company's disclosure process must:
(a) be familiar with and comply with the Company's disclosure controls and procedures and its internal control over financial reporting; and
(b) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company with which they have had direct or indirect involvement provide full, fair, accurate, timely and understandable disclosure.
8. Protection and Proper Use of Company Assets
8.1 All directors, officers and employees shall protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability and are prohibited.
8.2 All Company assets should be used only for legitimate business purposes. Any suspected incident of fraud, theft or misuse should be reported for investigation immediately.
8.3 The obligation to protect Company assets includes the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.
9. Corporate Opportunities
All directors, officers and employees owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers and employees are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers and employees may not use Company assets, property, information or position for personal gain (including gain of friends or family members), and no director, officer or employee shall conduct or support activities which compete with the Company.
Directors, officers and employees should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all non-public information (regardless of its source) that might be of use to the Company's competitors or harmful to the Company or its customers, suppliers or partners if disclosed.
11. Fair Dealing
Each director, officer and employee must deal fairly with the Company's customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job. No director, officer or employee may take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of facts or any other unfair dealing practice.
12. Reporting and Enforcement
12.1 Reporting and Investigation of Violations
The Company’s Integrity Line (identified below) allows any Company employee to make a confidential report of a violation or suspected violation of this Code. The employee, at his or her sole discretion, may voluntarily identify himself or herself, or may make an anonymous report without divulging his or her name.
13. Reports can be made at any time, confidentially and anonymously
13.1 To the Company’s third party Integrity Line: 1-800-949-8653 or
13.2 To the Chairman of the Audit Committee Clean Harbors Board of Directors c/o Law Department, 42 Longwater Drive, Norwell, MA 02061.
(a) The Company must ensure prompt and consistent action against violations of this Code.
(b) If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee in consultation with the General Counsel determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board of Directors
(c) If, after investigating a report of an alleged prohibited action by any other person, the Chief Compliance Officer or designee determines that a violation of this Code has occurred, the Chief Compliance Officer or designee will report such determination to the General Counsel.
(d) Upon receipt of a determination that there has been a violation of this Code, the General Counsel or where applicable, the Board of Directors, will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
(a) Each of the Board of Directors (in the case of a violation by a director or executive officer) and the General Counsel (in the case of a violation by any other employee) may, in its discretion, waive any violation of this Code.
(b) Any waiver for a director or an executive officer shall be disclosed as required by SEC and applicable NYSE rules.
13.5 Prohibition on Retaliation
THE COMPANY DOES NOT TOLERATE ACTS OF RETALIATION AGAINST ANY DIRECTOR, OFFICER OR EMPLOYEE WHO MAKES A GOOD FAITH REPORT OF KNOWN OR SUSPECTED ACTS OF MISCONDUCT OR OTHER VIOLATIONS OF THIS CODE.