Code of Ethics


Standards of Ethical Professional Conduct for Clean Harbors and its Officers, Directors & Employees

Included in this Guideline:

I. Statement of Company Goal Concerning the Standards of Conduct
II. Application and Enforcement of Standards of Ethical Professional Conduct
III. Government and Regulatory Relations and Responsibilities
IV. Conflict of Interest
V. Company Funds and Property
VI. Political Activity
VII. Personal Conduct
VIII. Annual Statement of Policy Adherence
IX. Waivers

I. Statement of Company Goal Concerning the Standards of Conduct

Clean Harbors ("The Company") affirms its Corporate responsibility to establish Standards of Ethical Professional Conduct for the Company and its OFFICERS and EMPLOYEES (hereinafter referred to individually and collectively as EMPLOYEES); as well as DIRECTORS, AGENTS, REPRESENTATIVES, and CONSULTANTS (hereinafter referred to individually and collectively as its "ASSOCIATES") to abide by while employed by the Company and/or conducting business with or on behalf of the Company. The Standards are based upon the premise that The Company and its employees and associates will always strive to conduct our business activities in a fair, honest, ethical, and professional manner.

The Company further affirms that it will strive to earn the respect and trust of all the individuals (employees, associates and non-employees) and organizations the Company encounters in the conduct of its business. The Company will continuously seek to build a reputation as a good corporate citizen.

The Company's good name and reputation will be earned, enhanced and protected by demonstrating sound judgment in business matters and personal ethics; by complying with the laws and regulations of every jurisdiction where the Company operates and; by adhering to the principles enunciated in its Standards of Ethical Professional Conduct.

[AMENDMENT NOVEMBER 13, 2002]

IN CONFORMANCE WITH THE PROVISIONS OF SECTION 406 OF THE SARBANES-OXLEY ACT OF 2002, AND PURSUANT TO THE IMPLEMENTATION RULES PROPOSED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, The Company's Standards of Ethical Professional Conduct for Clean Harbors and its Officers, Employees, Directors & Associates is amended to incorporate the following provisions of the Sarbanes-Oxley Act and explicitly apply the following provisions:

[CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS]

The Company's Standards incorporate by reference the requirements of the Sarbanes-Oxley Act concerning the obligations of the Company's principal executive officer, principal financial officer and controller or principal accounting officer, or persons performing similar functions to comply with the law and properly report internally and externally on the financial activities of the Company. It shall be mandatory for employees of the Finance Department to confidentially report to the General Counsel and/or the Audit Committee of the Board of Directors any accounting or finance activities they have sufficient reason to believe is improper or not properly reported. Finance Department employees shall make those confidential reports by following the procedures outlined in Section II, paragraphs (i) and (j) below.

FURTHERMORE, The Statement of the Company's Goals Concerning its present Standards of Conduct is further amended to include and define the term "Code of Ethics" to mean a codification of standards that is reasonably designed to deter wrongdoing and to promote:

  1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  2. Avoidance of conflicts of interest, including disclosure to the appropriate person or persons identified herein under Section II below, in paragraphs (b)(f)(g)(h)(i)(j) below, of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
  3. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission, any other governmental entity and in other public communications made by the Company;
  4. Compliance with applicable governmental laws, rules and regulations;
  5. The prompt internal reporting to an appropriate person or persons identified herein under Section II below, in paragraphs (b)(f)(g)(h)(i)(j) below, of any violations of the Standards of Conduct or Code of Ethics;
  6. Section II sets forth the accountability for adherence to the Standards of Conduct and Code of Ethics.

II. Application and Enforcement of The Standards of Ethical Professional Conduct

(a) As a Company, the Company will strive to continuously comply with its Standards of Ethical Professional Conduct and Code of Ethics for Financial Officers and will enforce the Standards and the Code fairly throughout the Company.

(b) The General Counsel of the Company shall be the Chief Enforcement Officer responsible for ensuring adherence to the Standards of Conduct and Code of Ethics by Officers, Directors, Employees, and Associates of the Company. The General Counsel shall also provide advice, and interpretation, to Officers, Directors, Employees and Associates as to the meaning and applicability of the Standards of Conduct and/or the Code of Ethics. The General Counsel shall also be the principal corporate officer responsible for determining whether any particular situation violates the Standards of Conduct and/or Code of Ethics. Whenever an Officer, Director, Employee or Associate has reason to believe a potential conflict may arise the General Counsel is to be so advised and consulted with to determine how the matter should be handled in accordance with the Standards of Conduct and the Code of Ethics.

(c) Any employee who violates The Company's Standards of Ethical Professional Conduct or Code of Ethics is subject to disciplinary action, which may, in cases of appropriate severity, include suspension or termination of employment.

(d) Any supervisory personnel who knowingly allow other employees or subordinates or associates under their supervision or control to violate The Company's Standards of Ethical Professional Conduct and/or Code of Ethics is also subject to disciplinary action.

(e) Any of the Company's associates who knowingly violate the Company's Standards of Ethical Professional Conduct or Code of Ethics or participate in any activity, which allows, condones or encourages fellow associates or employees to violate the Company's Standards of Ethical Professional Conduct and or Code of Ethics, will be subject to sanctions including termination of any contractual or other business relationship with the Company.

(f) Any employee who has a question as to whether a certain situation or circumstances may violate the Company's Standards of Ethical Professional Conduct and/or Code of Ethics may confer with their supervisor, the Director of Human Resources or the Director of Compliance, or the General Counsel if the situation warrants. In any event, all inquiries received by employees other than the General Counsel, must then promptly be brought to the General Counsel's attention for review and resolution. Finance Department employees must confer with the General Counsel and/or the Audit Committee of the Board of Directors in accordance with the instructions of paragraphs (i) and (j) below.

(g) All employees are encouraged to seek guidance from their Supervisor, or the Director of Human Resources, or the Director of Compliance or the General Counsel (if appropriate) if they have reason to believe that the Company's Standards of Ethical Professional Conduct are being violated. In any event, all reports received by employees other than the General Counsel, must then promptly be brought to the General Counsel's attention for review and resolution. Finance Department employees must seek guidance from the General Counsel and/or the Audit Committee of the Board of Directors in accordance with the instructions of paragraphs (i) and (j) below.

(h) Should any individual associated with the Company in any capacity have sufficient reason to believe that the Company itself, or a person at a supervisory or executive level within the Company may be violating the Company's Standards of Ethical Professional Conduct, it may be reported directly to the General Counsel, the Chief Executive Officer, or to the Audit Committee of the Board of Directors, as appropriate. In any event, all reports must then promptly be brought to the General Counsel's attention for review and resolution. Finance Department employees must report to the General Counsel and/or the Audit Committee of the Board of Directors any good faith belief that a violation is occurring. The report shall be made in accordance with the instructions of paragraphs (i) and (j) below.

No employee, officer, director or associate may harass, or discriminate against another employee, officer, director or associate who in good faith reports any suspected violations of the Company's Standards of Ethical Professional Conduct and/or Code of Ethics or seeks guidance about the Policy nor may any supervisory employee or officer discipline a subordinate for doing so.

[AMENDMENT IN CONFORMANCE WITH SECTION 301 OF THE SARBANES-OXLEY ACT OF 2002]

(i) Should any employee have reason to believe that any financial report being compiled by the Company for filing with the Securities and Exchange Commission and/or filing with any governmental agency or being prepared for distribution to the public contains materially false or misleading information the employee must report the matter CONFIDENTIALLY directly to the General Counsel and/or the Audit Committee of the Board of Directors. In making the report the employee may do so by identifying himself/herself or may do so anonymously, in either case the report and the person reporting it will remain confidential.

(j) In the case of financial officers and employees of the Finance Department it is mandatory that any financial officer or employee of the Finance Department who has reason to believe that any financial report being compiled by the Company for filing with the Securities and Exchange Commission and/or filing with any governmental agency or being prepared for distribution to the public contains materially false or misleading information, the financial officer or Finance Department employee MUST report the matter to the General Counsel and/or AUDIT COMMITTEE OF THE BOARD OF DIRECTORS.

ACCORDINGLY, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (hereinafter referred to as the Audit Committee) ON NOVEMBER 13, 2002 HAS ESTABLISHED THE FOLLOWING STANDARDS AND PROCEDURES FOR THE:

(1) The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

(2) The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS directs the General Counsel to amend the company's Standards of Ethical Professional Conduct and hereby adopt the following additional standards and incorporate the following procedures to ensure the integrity of the Company's financial reporting systems:

* All employees, particularly those responsible for preparing the Company's financial reports, are to be instructed on the necessity for complying with all accounting standards, processes, and steps which provide the foundation for the Company's periodic and annual financial statements;

* All employees, particularly those responsible for preparing the Company's financial reports, have a responsibility to report legitimate concerns associated with improper financial transactions and improper treatment of accounting information and/or processes that would affect the Company's accounting records or the Company's financial statements;

* ANY REPORT OF IMPROPER BEHAVIOR CONCERING FINANCIAL TRANSACTIONS OR ACCOUNTING WILL BE TREATED IN A CONFIDENTIAL MANNER AND MUST BE SUBMITTED TO THE AUDIT COMMITTEE AND/OR THE GENERAL COUNSEL EITHER ANONYMOUSLY OR BY NAME BY CALLING THE COMPANY'S CONFIDENTIAL HOTLINE -

800.282.0058, EXT. 5155

OR, BY WRITING TO -

CHAIRMAN,
THE AUDIT COMMITTEE
CLEAN HARBORS BOARD OF DIRECTORS
C/O Clean Harbors Law Department
42 Longwater Drive
P.O. Box 9149
Norwell, MA 01061-9149

The Aforementioned Policy and reporting procedures shall be made available to all Clean Harbors employees by incorporation into the Company's Policies and Procedures, broadcasting the above provisions via the Company's e-mail systems and posting in each of the Company's places of employment.

As referenced in paragraph (h) above, an employee, officer, director or associate who reports, anonymously or otherwise, an issue or concern arising from their good faith belief that a violation of the Standards of Conduct and/or the Code of Ethics may occur or has occurred, shall not be subjected to any form of retaliation whatsoever.

Any and all reports alleging the possibility of improper behavior concerning financial transactions or accounting, whether received anonymously or not, whether reported directly to the Audit Committee or indirectly to the General Counsel and/or any other Officer of the Company, shall in turn be reported to the General Counsel who will be obligated to report the matter to the Audit Committee. The matter so reported will be reviewed and investigated and a determination as to its veracity will be made and duly reported to the Audit Committee which will undertake its own independent review of the matter.

III. Government and Regulatory Relations and Responsibilities

It is the Company's standing Corporate Policy to comply with all applicable federal, state and local laws and regulations in the conduct of its business. In the case of accounting and financial matters, also see Section II above.

The purpose of this section is to ensure that the Company, its associates and employees act and relate honestly and forthrightly with all governmental and regulatory agencies and all other persons or agencies in order to maintain the Company's reputation for credibility, honesty, integrity and the Company's standing as a good corporate citizen.

The Company, its associates and employees are prohibited by law from influencing or inducing favorable government action through bribery or collusion. Accordingly, no associate or 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.

Should any associate or 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.

Any requests for information from a governmental or regulatory body should be immediately referred to the General Counsel's Office for review. No associate or 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. In the case of financial and accounting matters, also see Section II above.

Any associate or employee of the Company who either knows or has reason to believe that the Company itself, or another Company associate or 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. In the case of financial and accounting matters, also see Section II above.

The General Counsel will promptly review any such reports and make the determination whether any material requested by any governmental body is subject to any legal privilege and may be lawfully withheld. In no instance, will the Company or any of its employees knowingly and intentionally provide materially incorrect or misleading information to any governmental body. In the case of financial and accounting matters, also see Section II above.

IV. Conflicts of Interest

Conflicts of Interest in General:

This section is intended to ensure that the Company will conduct its business in an honest, objective and cost-effective manner and associates and individual employees will conduct themselves in their Company positions in an ethical fashion. The Company will always strive to treat its associates and employees in a fair and honest manner and expects its associates and employees to conduct themselves toward the Company in the same manner. Accordingly, associates and employees should always strive to avoid any potential conflicts of interest between their personal interests and the business interests of the Company. In this regard, associates and employees should recognize that on occasion, even the appearance of a conflict of interest should be avoided as well as an actual conflict of interest.

As a general proposition, no associate or employee should engage in transactions which the associate or employee has reason to know are adverse to the business or financial interests of the Company. An associate or an employee should not be subject to, or even appear to be subject to, interests, relationships or influences which conflict with the interests of the Company.

All associates and employees have a duty to avoid financial, business or other relationships which might be opposed to the interests of the Company or which might cause conflict with the performance of their duties or appear to the reasonable person to constitute a natural division of loyalty between the associate's or employee's personal interests and those of the Company.

No employee shall engage in any outside employment or personal activity that interferes in any way with the employees' performance of Company duties during regular or assigned work hours.

Employees are duty bound to disclose to the Company if they are subject to a Non-Competition and/or Confidentiality Agreement from a prior employer. The Law Department must review any instances where an employee is subject to such an agreement to ensure that the Company and the employee do not violate the terms of any valid agreement.

Should an employee have reason to question a circumstance that may constitute a conflict of interest, the employee should consult with the Human Resources Department or, if appropriate, the General Counsel's Office. Associates should consult the General Counsel. Often a potential conflict of interest can be resolved by disclosing the situation to the proper Corporate official rather than ignoring the matter.

In the Case of Members of the Board of Directors, there may be instances where the Board's outside directors may also serve on other Boards of Directors, and/or be employed by or have business interests with large institutions, which may in turn have interests adverse to those of the Company. Should such a potential situation arise, the Board member should confer with the General Counsel to determine what action if any, the Board member and the Company should take regarding the potential conflict. The General Counsel will review the circumstances of the situation and determine whether an actual conflict exists and what course of action should be taken by the Company and the Director. Certain types of institutional conflicts, between the Company and the Director's other institutional affiliation(s) may not necessarily constitute a conflict for the Director and the Company, so long as the director is not directly involved in the actual conflict or can recuse himself from acting in a manner contrary to the interests of either organization. Those determinations will be made on a case by case basis by the General Counsel in consultation with the affected Director.

Dishonest Conduct:

The Company as a corporate entity, pledges itself and holds its associates and employees to a code of ethical professional conduct built upon honest and fair dealings with everyone and specifically prohibits lying, cheating or stealing in any of its business activities. Furthermore, the Company is prohibited by Law from engaging in unfair, fraudulent or deceptive business practices and, therefore, strictly prohibits its associates and employees from doing so. In the case of accounting and financial matters, also see Section II above.

Associates and employees shall immediately report any allegations of unfair or deceptive business practices, or conflicts of interest to the General Counsel.

No associate or employee shall knowingly falsify, with the intent to mislead or deceive, any written form or report customarily used or prepared by the Company in the ordinary course of the Company's business activities. Such forms and reports shall include, but not be limited to: expense reports, financial statements, incident reports, manifests, bills of lading, activity reports, lab results, invoices, purchase orders, requisitions, injury reports, accident reports, damage reports, employment applications, personnel forms, contracts, logs, etc. In the case of accounting and financial matters, also see Section II above.

No associate or employee shall knowingly falsify, with the intent to mislead or deceive, any form or report required to be filed with or submitted to any governmental entity. In the case of accounting and financial matters, also see Section II above.

These provisions are intended to prohibit any associates or employees of the Company from taking any unlawful, improper, unwarranted or unfair advantage of their position with the Company. These provisions are specifically intended to prohibit any associate or employee from using his/her position to solicit or accept kick-backs, bribes, special considerations, favors, perks, outside compensation, or gratuities from fellow employees or vendors as a condition of or additional consideration for performing the duties of his/her position with the Company.

The Company is entitled to and expects to receive the honest services of each of its associates and employees. Dishonesty will result in termination.

Guidelines Concerning Company Business With Relatives of Company Associates & Employees:

The Company will not knowingly conduct business with an associate or employee outside the context of the associate or employee's position with the Company, unless the transaction complies with the Procedure mandated in this section. Likewise, The Company will not knowingly conduct business with a qualifying relative of an associate or employee; nor knowingly conduct business with a company or business in which an associate or an employee or qualifying relative has a significant interest either directly or indirectly as a supplier, contractor, or lessor, unless the transaction is pursuant to documented and competitive pricing, and has the prior written approval of the appropriate Vice President. If the prospective vendor, supplier, contractor, or lessor is affiliated with or related to a Vice President, Executive Staff Member or Associate, the approval of the President will be required.

A qualifying relative is the spouse, sibling, parent, stepparent, child, stepchild, cousin, nephew, niece, In-Law, fiance'(e'), romantic/life partner or other relative if the other relative lives in the associate or employee's home. Significant interest in a company or business is ownership of either 10% or more of the stock of the company or investment in excess of $100,000 in the company. Any such interest of an employee or qualifying relative, or that the bidder is a qualifying relative, must be disclosed by the employee as part of any bid to the Company.

When a decision to lease or purchase materials or services is pursuant to competitive bidding, and an associate or an employee, or an associates' or an employee's qualifying relative, or a business in which either has a significant interest, is the winning bidder, the winning bidder may be awarded the job if the purchase is approved by the Senior Purchasing Agent and the Chief Financial Officer or the President. Any such lease or purchase for consideration of $10,000 or more shall be reported to the Board of Directors.

Hiring or Supervising Relatives of Company Employees:

The Company is a family oriented company and is pleased and proud that many employees also have family relatives, fiance'(e')s, 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, fiance'(e'), romantic and/or life partner.

The Company is an Equal Employment Opportunity employer and encourages the recruitment of any qualified individual without regard to race, creed, color, national origin, gender, age or sexual orientation. This Policy also includes any relatives of present employees, so no prospective candidate is excluded because one of their family relatives is a present employee. The simple criteria for the hiring decision will be whether the candidate is qualified for the position.

However, a potential conflict of interest, either in fact or appearance, does arise if a present employee is the Company official hiring a family relative fiance'(e') or romantic/life partner or supervising a family relative, fiance'(e') or romantic/life partner. Accordingly, all such actual or potential situations such as this should be disclosed to and approved by the Director of Human Resources before the hiring decision or assignment is made under these circumstances.

With the approval of the Chief Financial Officer or President, the services of any former associates or employees may be retained without a formal competitive bid when the services rendered are in their areas of expertise and involve some unique, specialized skill or require a particular knowledge of the Company or industry.

The Obligation to Remain Impartial and Avoid Conflicts of Interest

Unless prior written approval is obtained from the Chief Financial Officer or President, associates or employees of the Company may NOT accept payment or other compensation from any individual or company which has or is seeking to establish a business relationship with the Company.

Examples of "payment or other compensation" include: extravagant entertainment such as lavish, extended outings, trips, vacations or gifts of a value or nature which constitutes or could be considered to be a bribe or kickback under the circumstances. Frequent or close relationships, which impair or appear to impair the independence of an associate's or employee's judgment, should be avoided.

Lunches, dinners, and other social amenities of nominal value which are customary in the normal course of business, do not constitute "payment or other compensation," nor does attendance at seminars or conferences held by consultants, manufacturers, or engineering firms.

Awards or honors received from a vendor or prospective vendor by an associate or employee which have significant monetary value should be reported to the employee's supervisor, or in the case of an associate, to the Board of Directors.

Obligation to Preserve and Protect "Confidential/Proprietary Information"

Associates and employees of the Company shall not release or use for personal gain the Company's "Confidential and/or Proprietary Information" or any "Confidential and/or Proprietary customer information that may be entrusted to the Company by its customers.

"Confidential and/or Proprietary information" includes, but is not limited to, information not known to the general public regarding Company and/or customer financial performance and financial position, sales and marketing information, tangible and intangible assets, including computer codes, customer and prospective customer information including pricing and cost data, internal security systems, and business, sales, marketing, legal and corporate strategies and trade secrets and all forms of intellectual property created or generated by the Company's various technical activities.

This provision shall not preclude providing information in accordance with legal or regulatory requirements or as directed by the General Counsel.

V. Company Funds and Property

The Purpose of this section is: (1) to ensure appropriate management and safeguarding of the Company's resources and property, and (2) to avoid allowing Company associates or employees to use their Company positions to secure improper benefits in the conduct of their personal affairs or outside businesses.

No associate, employee or agent of the Company shall establish any unrecorded fund or request or approve any payment, which is to be used for a purpose, which is not reasonably reflected in the document supporting the payment. Further, no false or artificial entry shall be made in the Company's books or records for any reason.

No associate or employee of the Company may steal or misuse Company property. "Stealing" property includes, but is not limited to, such activities as the theft of funds, equipment, materials, trade secrets, intellectual property or tangible property of any description or the misuse of Company credit cards, telephones, computers, vehicles or equipment or the misappropriation of discarded Company or customer material without the approval of an appropriate supervisor.

No employee may steal, misappropriate or misuse the property of any fellow employee or any customer.

The "misuse" of Company property includes use which is for an employee's own business or personal purposes rather than for the legitimate business purposes of the Company's business activities.

VI. Political Activity

The Purpose of this section is to ensure that the Company's involvement in public affairs is appropriate and lawful. The Company expressly prohibits any associate, employee or agent from using the Company's name or resources of any description to promote any political candidate, party or cause. The Company respects and will not infringe upon the Constitutional Rights of any associate or employee to engage as a private citizen in any political activities they choose so long as it is not done on Company time nor involve Company resources.

Accordingly, The Company will not interfere with any associate's or employee's Constitutional right to participate personally in the political process and to contribute voluntarily, of their personal time and resources, to the candidates, political parties or causes of their choice.

No associate or employee shall be required by the Company to make directly or indirectly, any contribution to a political candidate, party or cause or sponsor or support a political action committee organized for the benefit of any political candidate, party or cause. Likewise, no associate, employee or agent shall be authorized to use Company funds for any such purpose. Examples of "indirect" contributions include the use of Company property such as company vehicles, office space, computers, telephones, stationary, etc. Placing political signs or affixing political bumper stickers on Company property or vehicles is also prohibited.

However, from time to time the Company may, in furtherance of its lawful rights as a corporate citizen, solicit selected associates or employees to contribute to a political candidate or cause. In any such instance, contributions by the solicited associate or employee are strictly voluntary and the Company will not discriminate in any way against any associate or employee who does not contribute to a Company solicitation.

From time to time, the Company may exercise its Constitutional Rights to promote or defend its legitimate interests with respect to the formulation of public policy at various levels of government. Individuals associated with the Company charged with these responsibilities shall ensure that all activities undertaken in this regard are done so in accordance with relevant statutory and regulatory law.

The Company, its associates and employees are prohibited by law from influencing or inducing favorable government action through bribery or collusion.

In most instances, political contributions or the donation, or use of company resources of any kind, by corporations to political campaigns, candidates or office holders, are prohibited by federal and state law. Accordingly, any involvement in political activities undertaken by the Company shall be reviewed by and require approval by the General Counsel.

Any employee who wishes guidance on issues arising from their personal involvement in political activities or the Company's involvement in lawful political activity may consult with the General Counsel.

VII. Personal Conduct

All employees are expected to comply with the Standards of Ethical Professional Conduct and to comply with the Company's Rules of Personal Conduct included as Section (TBA) and shall conduct themselves accordingly.

In addition, no employee shall operate a lottery or participate in a similar type of organized gambling on Company property, or utilize Company property such as computers or telephones to do so, other than an occasional pool or raffle involving insignificant amounts of money.

VIII. Annual Statement of Policy Adherence

Members of the Operating Committee, Officers, Directors and all employees involved in Purchasing and Treasury functions shall annually submit a Statement of Adherence to this Standard of Conduct. Please refer to the Statement of Adherence to the Company's Standards of Ethical Professional Conduct (SV-2.0-ETHICS). This statement shall indicate that the individual has read and understands the Standard of Conduct and shall be used to disclose any area of possible conflict as described in the Standards of Ethical Business Conduct.

IX. Waivers

Any waiver of this Code of Ethics which is for any executive officer or director of the Company or any of its subsidiaries may be made only by the Board of Directors or the Audit Committee and shall be promptly disclosed to shareholders.


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