Avery Dennison Corporation
Code of Ethics and Business Conduct
To All Employees:
As Avery Dennison employees, we share a common set of values: integrity, service, teamwork, innovation, excellence and community. These values are more than just the foundation upon which our Company and its culture are built. They also act as standards for our professional conduct.
The most important value is integrity. We are committed to conducting our business with honesty and to the highest ethical standards - in all of our businesses, in every region of the world, every day.
Just as our values direct our thinking, our policies drive our actions. We expect every Avery Dennison employee to understand and adhere to our code of ethics and our policies for business conduct. They are not optional. Abiding by both the letter and the spirit of these rules is just as much a part of our culture as our values.
The information and resources in this booklet are designed to help you understand and comply with Avery Dennison’s Code of Ethics and Business Conduct. It is extremely important that each of us, no matter what our job, business unit, or geographic location, understands and adheres to these policies.
It is also important to understand that just as our business is global in scope, so are our business ethics. Both our values and our policies apply around the world - no matter what the laws and regulations of a particular country may be. Our policies for business conduct must be applied and followed consistently wherever we do business.
By doing so, we operationalize the values that form the foundation of our success.
Sincerely,
Dean A. Scarborough
President and Chief Executive Officer
Introduction
This is our Code of Ethics and Business Conduct. It contains our values, principles and key global policies, which apply to Avery Dennison and its subsidiaries' directors, officers and employees worldwide. Each of us is responsible for reading, understanding and practicing these standards in every aspect of our work. We are also responsible for asking questions and raising concerns about the issues covered here.
Business Conduct Guideline
The Business Conduct GuideLine toll-free number (888.567.4387) is for questions, concerns or to report suspected violations of policy or law. (For calls outside the United States call 704.731.0166 collect.)
Further information
In addition to your supervisor and local management team, various corporate departments are available for further information, resources and assistance, depending on the issue.
Who we are
Integrity
We communicate openly and honestly and build relationships based on trust, respect and caring.
- Be honest and trustworthy
- Show respect
- Act courageously
- Communicate openly
Q. What if I see a safety guard removed from a machine, or someone trying to balance on the top of a ladder?
A. Act when you see an unsafe situation. Talk with the person involved until he or she understands why the unsafe act is hazardous. “I see something here that concerns me and I can’t move until we find a safer way to do this job.” Talk together as a conversation or dialogue, not a lecture. Act not only to correct the situation, but also to communicate your safety standards and encourage safe work practices.
Compliance with laws, rules and regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. Employees must comply with applicable laws, rules and regulations of the countries in which we operate, including the United States Foreign Corrupt Practices Act (which prohibits bribery — the payment of cash or anything of value, directly or indirectly, to a foreign official to influence any act or decision in his or her official capacity — and also requires the maintenance of accurate books and records) and the Organization for Economic Cooperation and Development (OECD) Convention on Combating Bribery of Foreign Officials in International Business Transactions. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice with supervisors, managers or the Law Department.
Equal opportunity
We strive to attract and retain quality employees. We treat one another fairly and provide equal opportunity. We support individual growth, development and career mobility.
Corporate opportunities
Employees, officers and directors are prohibited from taking for themselves opportunities that are discovered through the use of Company property, information or position without the consent of the Board of Directors or senior management. No employee may use Company property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Compensation and benefits
We pay employees at competitive levels compared to market standards. We also provide a comprehesive benefits program for employees and their eligible dependents.
Second jobs or self-employment
We want primary focus on employment with the Company and discourage any outside employment unless approved in writing by unit management consistent with Corporate policy.
Conflicts of interest
A “conflict of interest” occurs when an individual’s private interest interferes in any way — or even appears to interfere — with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work 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. Loans to or guarantees of obligations of employees and their family members may create conflicts of interest.
Company policy prohibits conflicts of interest. Potential conflicts should be reviewed with your supervisor or reported through the Business Conduct GuideLine.
Where we work
Teamwork
We work together effectively to achieve our goals, while encouraging individual contribution and responsibility.
- Solve problems cooperatively
- Build positive working relationships
- Treat others as individuals with unique skills, interests and perspectives
- Welcome group discussions and decisions
- Encourage the flow of ideas and participation
Q. My supervisor makes inappropriate personal comments that embarrass me. I make it clear that those comments make me uncomfortable, but it doesn’t seem to help. What should I do?
A. Clearly saying no is the right thing to do. Report your concerns to Human Resources, any manager or the Business Conduct GuideLine for assistance.
Health and safety
The health and safety of our employees are paramount, and integral to all business decisions. We strive to achieve improved productivity without exposure to unnecessary risk. We work in a safe and healthful manner and maintain functional equipment. We actively participate in health and safety training and emergency response procedures. Each of us is responsible not only for our own health and safety, but also for that of our co-workers’. We notify a supervisor and co-workers immediately of any health or safety hazard.
Smoke-free workplaces
We prohibit smoking at Company facilities and off-site Company-sponsored functions.
Harassment-free workplaces
We prohibit all forms of harassment including sexual harassment. If you believe you have been sexually harassed, tell the offending individual to stop, and report the potential violation to Human Resources, any manager or the Business Conduct GuideLine. All complaints will be sensitively handled and investigated without bias, prejudgment, or retaliation.
Drug-free workplaces
We prohibit the possession, use or sale of an illegal drug or alcohol at any Company workplace or at any location where Company business is conducted.
What we value...our employees and business partners
Service
We strive to satisfy our customers every time.
- Be responsive
- Take the initiative
- Have a can-do spirit
- Deliver a quality product on time, every time
Q. At the last minute, we discovered we were short on raw material. We were up against the customer’s deadline. Is it OK to substitute a product component to meet the customer’s need?
A. Our customers need and expect consistent defect-free products. Making a change to meet a deadline now could cause problems later. A substitution, even a minor one, could cause production problems, quality defects or even product liability. It is critical that any proposed substitution or change in product or process be reviewed and approved in advance.
Participation
We participate in problem solving, cross-functional and continuous improvement teams, supported by focused training to increase skills and knowledge.
Continuous improvement
We promote rapid development cycles to retain market leadership and continuous process improvement to reduce variation.
Innovation and entrepreneurship
We are free to be creative while pursuing and accomplishing Company objectives. We recognize innovation. We encourage and seek new ideas for products, services and business opportunities consistent with the Company’s vision.
Competition and fair dealing
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained illegally, or inducing such disclosures by past or present employees of other companies is prohibited. Employees should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. Employees should not take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
Customer service
We are committed to providing unbeatable service to customers. Our goal is to make it easy for customers to do business with us, to provide superior service and to have partner relationships that add value to our customers. We continuously improve service and response time to meet or exceed customers’ expectations.
Quality
Our mission is to be the industry leader in providing on-time delivery of defect-free, consistent products and services that meet or exceed our customers’ expectations.
What we value...our assets
Innovation
We nurture and support creativity and the development of new ideas, products and processes.
- Be creative and inventive
- Take risks
- Think “out of the box,” going beyond usual ways of thinking
- Be open to new ideas, products and processes
Q. What if I believe that production or accounting records are not being properly recorded?
A. If you have a concern about the accuracy of records and accounts, or whether business is being conducted properly, consult a manager or contact Internal Audit or the Business Conduct GuideLine for assistance.
Equipment and facilities
We establish and maintain systems and controls for preventative maintenance, security, fire protection, emergency response and business continuity.
Protection and proper use of Company assets
All employees should endeavor to protect the Company’s assets and ensure efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Incidents of fraud or theft should be immediately reported to management, Internal Audit or the Business Conduct GuideLine for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
The obligation of employees to protect the Company’s assets includes proprietary information of the Company. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
Accurate accounts and records
We keep accurate books and records and use generally accepted accounting principles. All payments made or received by employees on behalf of the Company (including its subsidiaries), and all transactions involving the Company or the disposition of its assets, must be properly authorized and accurately and fairly reflected in the Company’s books and records. No undisclosed or unrecorded fund or asset of the Company shall be maintained for any purpose.
Spending and contract authority
We are authorized to transact business on behalf of the Company as specifically designated in writing, and limited by Corporate policy. With such delegated authority, we may approve contracts, purchases or expenditures within our own area of responsibility.
Communication and data systems
All Company communication and data management systems are Company property and are intended for authorized use only. The Company has access to these systems and cannot guarantee the privacy of documents, messages or information stored in these systems. We exercise care, professionalism and etiquette in all messages. We prohibit transmission of inappropriate materials, participation in inappropriate forums, and unauthorized disclosure of confidential information. We encrypt confidential information sent over the Internet or use an alternative secure means.
Confidentiality
Employees, officers and directors should maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. The obligation to protect confidential information continues even after employment ends.
Employee information
We, as individuals, and the Company, may be liable for improperly releasing information about current or former employees to outsiders. We refer requests for personal or employee-related information to Human Resources. We consult Human Resources prior to providing a personal reference or recommendation for current or former employees.
Where we live
Community
We conduct our business as responsible members of the communities in which we operate.
- Be compassionate, caring and empathetic
- Volunteer
- Value safety for all
- Be environmentally responsible
Q. My partner works in a different industry, but we talk about work a lot. It’s OK to discuss my work at home, isn’t it?
A. Two-career households present issues that can be confusing, even problematic. If work information is confidential, it should not be shared with anyone who does not need to know. It’s easy for something to slip in casual conversation, and in the “small world” of business, confidential information may be passed inadvertently to customers, competitors or people who have an interest in our stock.
Sometimes a family member’s work may actually present a conflict of interest. This could raise doubts with co-workers and affect working relationships, even if confidentiality is not broken. When in doubt, review the facts with your supervisor or contact the Vice President of Risk Management and Corporate Compliance.
The environment
We are committed to protecting the environment in all business decisions. We strive to improve our products and operations so as to eliminate or minimize a negative impact on the environment.
Legal process and subpoenas
As employees, we are not authorized to accept legal process served on the Company or individual employees. Only an officer, a Law Department attorney, or a person specifically designated for the service of legal process may accept delivery of lawsuits, summonses, complaints, writs, subpoenas, court orders, notices, etc.
Community organizations
We contribute to charitable activities through Corporate and group-level programs to enhance the communities in which we live and work and to address specific community challenges and needs. We also encourage individual memberships in civic, charitable and philanthropic organizations.
Competitors and the market
ANTITRUST: We adhere to the antitrust laws and do not enter into arrangements with competitors to fix prices or to allocate territories or customers.
INSIDER TRADING: We do not purchase or sell stock or other securities based on nonpublic information obtained as a result of our relationship with the Company, whether or not it is considered confidential, nor do we share such information with family, friends, customers, suppliers, competitors, trade groups, on the Internet, etc.
BOYCOTT: We prohibit participation in international boycotts.
The news media
Because we want to be perceived correctly and favorably, we strictly control contact with and provision of information about the Company to any outside person, including members of the news media and the investment community. We do not release information to any news organizations without Corporate approval. Refer inquiries or contact with any media representative immediately to your unit’s manager or pre-established contact person, or to Corporate Communications.
Excellence
We strive to improve our performance continuously
- Focus on continuous improvement
- Take pride in a job well done
- Strive to be the best
- Build systems to ensure safety and quality
Conclusion
Our values are at the heart of everything we do. There may be times when we are unsure of what action to take or what decision to make regarding our job activities. Or, we may encounter a situation in which legal or ethical issues are present. You should report violations of laws, rules, regulations or the Code of Ethics and Business Conduct to your managers or to the Business Conduct GuideLine at 888.567.4387, without fear of retaliation. (For calls outside The United States, call 704.731.0166 collect.)
See below for additional contact numbers.
Waivers of the Code of Ethics and Business Conduct
Any waiver of this Code for directors or executive officers may be made only by the Board of Directors or the Ethics and Conflict of Interest Committee of the Board and will be promptly disclosed as required by law or stock exchange regulation.
For further information and guidance, consult:
- Our supervisors or managers who can provide assistance
- For questions and concerns that may not be addressed locally, call the Business Conduct GuideLine at 888.567.4387; outside The U.S., call 704.731.0166 collect.
When in doubt:
Q. How do I decide? Am I comfortable with the decision? Is it consistent with our shared values? Is there a Company policy or law involved? How would my actions sound to my co-workers or my family? How would the facts sound in the newspaper?
A. Refer to Company policy or consult your supervisor, manager, Human Resources representative, or Business Conduct GuideLine.
Contact your site, division, group or corporate, as appropriate:
Risk Management & Corporate Compliance
Phone: 626.304.2228
Fax: 626.304.7415
Business Conduct GuideLine
Phone: 888.567.4387
