Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Darling Form 8K Filed 2 25 2008 HTML 25K
2: EX-10.1 Ex 10.1 Indemnification Agreement HTML 104K
3: EX-14 Ex 14 Code of Business Conduct HTML 103K
Darling
International Inc. Code of Business Conduct
Our
Commitment
This code
of conduct (the “Code”) reaffirms our commitment to integrity, honesty and
accountability, as the cornerstone of the behavior of the officers, directors
and employees of Darling International Inc. and all others who act on our
behalf. As used in this Code, the term “Company” includes Darling
International Inc. and all of its subsidiaries, and the term “employee” includes
all of our officers and directors. Nothing in this Code is intended
to increase the obligations or liability of the Company or of any officer or
director beyond that which may be imposed by law, rule or
regulation.
All
officers and employees of the Company are responsible for acting in accordance
with high ethical standards, based on the “Statement of Our Ethical Principles”
set forth on the following page.
The
policies contained in this Code are to assist you in making the right choices
when confronted with a difficult situation.
By
following the Code, you will help ensure that the Company conducts its business
for the benefit of all its stakeholders — that is, our shareholders, customers,
suppliers, host communities and fellow employees.
The
willingness of each of us to raise ethical concerns and promptly report
violations of this Code is essential. The Company will take every
action possible to ensure that no one will suffer from retaliation as a result
of raising an ethical concern or questioning a Company practice in good
faith.
Individuals
in management positions have a special responsibility to demonstrate high
ethical standards in their behavior and to create an environment where
questionable practices are challenged and unethical or illegal practices are not
tolerated.
Ultimately,
the responsibility for ethical behavior rests with you in the thoughtful
exercise of your independent judgment.
This Code
does not cover every situation, and exceptions to the policies outlined here may
exist. For assistance in determining how to apply this Code, see
“Contact Information” on
the last page of this Code.
Revised
2/21/08
1
Darling
International Inc. Code of Business Conduct
Statement
of Our Ethical Principles
·
We
will deal fairly and honestly with those who are impacted by our actions,
including our customers, suppliers, competitors and fellow employees, and
treat them as we would expect them to treat us if the situation were
reversed.
·
We
will respect the dignity of each
individual.
·
We
will conduct our business in accordance with all applicable laws and
administrative and governmental rules and regulations, including laws
relating to disclosure of public information and the regulations of any
stock exchange upon which our securities are listed. We will not pursue
any business opportunity or practice that could result in a violation of
applicable law, rules, regulations or these
principles.
·
We
will undertake only those business activities that will withstand public
ethical scrutiny.
·
We
will disclose promptly any conflict or apparent conflict of interest we
may have regarding our responsibilities to the Company and remove the
conflict or apparent conflict where required. We will avoid
conflicts between our personal and professional
interests.
·
We
will promote relationships based on mutual trust and respect and provide
an environment where individuals may question a Company practice without
suffering from retaliation or a career
disadvantage.
·
Each
of us will be personally accountable for adherence to this
Code.
2
Darling
International Inc. Code of Business Conduct
Compliance
Each
employee is responsible for understanding and complying with this
Code. Company managers are responsible for assisting employees in
understanding the Code and being aware of the ethical implications of their
business behavior.
It takes
courage to raise an ethical issue — especially if it involves a situation in
your work area. However, the Company will support you in carrying out
your responsibility.
The best
course of action when you have an ethical problem is to discuss it with the
appropriate person within the Company. The Company has a strict
policy prohibiting retaliation against any employee for reporting or raising a
question in good faith about facts or circumstances that may indicate a
violation of this Code. See “Contact Information” on the
last page of this Code.
In
Particular:
·
You
have a responsibility to report promptly any suspected violations of this
Code. There are several avenues available to you for reporting
any such suspected violation. See “Contact Information” on
the last page of this Code.
·
No
employee will suffer any retaliation, adverse action or career
disadvantage for questioning a Company practice or reporting a suspected
violation of this Code or other irregularity in good
faith.
·
The
Company and/or ombudsman will investigate possible
violations. In doing so, rights of all parties concerned will
be respected.
·
The
identity of employees reporting possible violations will be kept
confidential unless the Company is required to reveal it in order to
enforce this Code or by applicable law or judicial
process.
·
If
a violation is found, the Company will take appropriate disciplinary
action, up to and including termination and filing of criminal
charges.
Using Individual
Judgment. This Code will help all of us better understand the
ethical standards that govern the Company. In deciding the
proper course of action, consider the following:
·
Is
my action consistent with approved Company
procedures?
·
Have
I been asked to misrepresent information or deviate from normal
procedure?
·
Does
my action give the appearance of
impropriety?
·
Could
my action bring discredit to the Company if
disclosed?
·
Is
my action in accord with all applicable laws, rules and
regulations?
3
Darling
International Inc. Code of Business Conduct
·
Can
I defend my action to my supervisor, other employees, the Board of
Directors, or, if applicable, to the general
public?
·
Does
my action meet my personal code of
behavior?
·
Does
my action conform to the spirit of this
Code?
Discipline
and Mandatory Sanctions
The Code
is important to the Company and must be taken seriously by all
employees. Accordingly, violations of the Code will not be tolerated
and will result in appropriate disciplinary action in accordance with Company
regulations and applicable collective bargaining agreements. The
Company intends to use every reasonable effort to prevent violations of the
Code. Furthermore, if an investigation of a violation under this Code
shows that the employee reporting the violation falsified any information
regarding the violation, that employee will be subject to appropriate
disciplinary action.
4
Darling
International Inc. Code of Business Conduct
In
conducting the business of the Company, we deal with a variety of people and
organizations, including customers, suppliers and competitors, as well as
community representatives and other employees.
·
All
of our business relationships should be based on honesty and
fairness. We do not take advantage of anyone through
manipulation, concealment, abuse of confidential information,
misrepresentation of material facts, or any other unfair-dealing
practice.
·
We
are truthful in our representation of the Company. If there is
a mistake or misunderstanding, we correct it
immediately.
·
We
want long-term, mutually beneficial business relationships, and
trustworthiness is essential to establish and keep
them.
Dealing with
Customers. Serving customers is the focal point of our
business. Satisfying customers is the best way to ensure business
success.
·
We
must work with customers to understand and anticipate their needs, and
identify and remove obstacles customers may see to doing business with
us.
·
We
should respond promptly and courteously to customer inquiries and
requests.
·
We
must accurately represent our products and services in our marketing,
advertising and sales efforts.
·
We
must provide products and services of the highest quality. We
need to understand what represents “highest quality” in the eyes of the
customer. We must regularly measure customer satisfaction and
continuously improve our quality.
Dealing with
Suppliers. Our relationships with our suppliers are critical
to the success of our Company.
·
We
should establish a partnering environment of mutual trust in all supplier
dealings.
·
We
must make every effort to live up to commitments made to
suppliers.
·
We
must treat suppliers’ premises, property and personnel with care and
respect.
Dealing with Each
Other. We recognize the value and worth of each individual and
work toward providing a working climate which is protective of the well-being of
all employees. We evaluate individuals for employment and promotion
on a non-discriminatory basis. The diversity of the
Company’s employees is a tremendous asset. We are firmly committed to complying
with all applicable laws with regard to equal opportunity, discrimination and
harassment.
5
Darling
International Inc. Code of Business Conduct
Health and
Safety. The Company strives to provide each employee with a
safe and healthful work environment. Each employee has responsibility
for following safety and health rules and practices and for complying with the
company’s policies on workplace conduct, as such may be amended from time to
time.
Disparagement. We
should not make false, misleading or disparaging remarks about individuals or
organizations or their products and services.
·
In
particular, we do not disparage our competitors or their products or
employees. We should sell our products and
services on their merits.
·
If
we make comparisons between our products and those of a competitor, the
comparisons must be accurate and
factual.
Confidential
Information.
·
Confidential Information
Belonging to Others. In the course of our business, we regularly
receive information from customers, suppliers’ and other third
parties. If we come into possession of information from another
party that is marked confidential, or that we have reason to believe may
be confidential, we should consult our General Counsel to ensure that any
use of the information is appropriate and within the law. We
should not use unauthorized information from another entity for our
benefit. We must not sign any agreement regarding proprietary
or confidential information (whether of the Company or another party)
unless the agreement is first approved by our General
Counsel. If we have received confidential or proprietary
information pursuant to a written agreement, we must comply with the terms
of the agreement.
·
Confidential Information
Belonging to the Company. All non-public information received in
the course of employment should be treated as information that is
proprietary and confidential. Proprietary and confidential
information requiring protection includes all information that might be of
use to competitors, or harmful to the Company if disclosed. It includes,
but is not limited to, customer lists, materials developed for in-house
use (including software), administrative and manufacturing processes,
business plans, information regarding routing, pricing strategies and any
formulas, devices and compilations of information which could give the
Company a competitive or other business advantage. No Company
confidential or proprietary information should be (i) used for any purpose
except in the course of furthering the Company’s business or (ii)
disclosed to any person who is not a Company employee or director, except
with the express approval of the Company’s General Counsel. No
employee has any personal rights in or to any confidential or proprietary
information of the Company. The prohibition against disclosing
confidential or proprietary Company information includes not only actions
during the period in which we are employed by the Company, but also
actions during any period after we are no longer employed by the
Company. The restrictions contained in this paragraph are in
addition to any restrictions contained in any other agreement, covenant,
or document to which an employee, officer or director is a party or is
otherwise subject.
6
Darling
International Inc. Code of Business Conduct
Use of Electronic Mail, Voice Mail
and the Internet. We encourage the use of electronic mail and
voice mail because these methods of communication are efficient and
effective. We also encourage the use of the Internet as a valuable
source of information about our vendors, suppliers, business partners and
competitors. However, we must ensure that electronic mail, voice mail
and the Internet are used appropriately. Messages sent or received
and data gathered utilizing the Company’s information technology systems,
including computers, telephones and Internet access, are not
private.. E-mail, voice mail and the Internet must be used
responsibly and are intended for business purposes only. Although
occasional personal use of electronic communication systems may be
understandable and acceptable at times, this is a privilege that the Company
reserves the right to control and monitor. Under no circumstances may
e-mail, voice mail or the Internet be used for any illegal or unethical purpose,
or for any other purpose that violates the Code or our policies that are put
into place from time to time, nor for purposes that could lead to liability or
cause harm to the Company. The Internet, in particular, also may not
be used for transmitting, retrieving or storing any communications of an
obscene, discriminatory, harassing or otherwise inappropriate
nature. The Company retains the sole right to determine whether or
not employees are using these methods of communication properly. Each
outgoing Internet e-mail message is identified as originating with the Company.
As a result, like other official communications, e-mail messages sent via
the Internet must responsibly represent the Company. The Company has
policies on Internet and e-mail usage. Each of us is required to
comply with these policies, as they may be revised from time to
time.
Gifts, Meals and
Entertainment. Except when dealing with representatives of the
federal government, it is appropriate to receive or give customary business
amenities such as meals, provided they are associated with a business purpose,
reasonable in cost, and appropriate as to time and place.
We do not
give or receive cash gifts. We do not give or receive other gifts, meals or
entertainment unless:
·
They
are limited in value and cannot be viewed as a bribe, kickback or
payoff.
·
They
do not violate any law, regulation or generally accepted ethical
standards, including the standards of the other party’s
organization.
If there
is concern about the appropriateness of giving or receiving a gift, contact the
Company’s General Counsel.
Improper
Payments. Except for payments by the Company to registered
lobbyists to influence legislation or regulations affecting the rendering
industry, we will not directly or indirectly offer or solicit any kind of
payments or contributions for the purpose of:
·
Persuading
any official or other third parties (such as employees of other companies)
to fail to perform or to improperly perform their
duties.
·
Influencing
legislation or regulations, except through properly registered
lobbyists.
7
Darling
International Inc. Code of Business Conduct
Political
Contributions. Company resources must not be used to support
political parties or candidates.
·
Individual
employees are encouraged to support their own parties and candidates, but
they must do so on their own time and should not use Company
resources.
·
If
a planned contribution could in any way be looked upon as involving
Company funds, property or services, the Company’s General Counsel should
be consulted prior to the contribution being
made.
Consultants. Consultants
and agents retained by the Company must adhere to our Code in the course of
their work on behalf of the Company.
·
Special
care should be taken to ensure no conflict of interest exists, that the
consultant is genuinely qualified in the business for which it was
retained, that the compensation is reasonable for the services being
performed, and that there is a written agreement outlining the statement
of work and under which the consultant agrees to abide with all applicable
laws and report any conflicts of
interest.
·
Consultants
and agents must not be retained or permitted to take any action that is
illegal or improper. What we may not do directly we cannot do
indirectly by acting through another
party.
·
The
Company’s General Counsel should be consulted before any written agreement
with a consultant is signed.
Nepotism. The
Company does not prohibit employment of two or more individuals who are related
by blood, marriage or domestic partnership; however, the
relationship must be promptly disclosed to the appropriate General Manager and
the Executive Vice President, Finance and Administration (or person performing a
similar function), prior to the hiring of any such individual or, if any such
relationship arises following employment, disclosure must be given promptly to
the appropriate General Manager and the Executive Vice President, Finance and
Administration (or person performing a similar function). Each
employee who is so related is responsible for conducting himself or herself
professionally during the course of his or her duties and avoiding any
appearance of favoritism or other impropriety.
8
Darling
International Inc. Code of Business Conduct
Legal
Compliance
Each
employee and director must become familiar and comply with the laws, rules and
regulations applicable to his or her area of responsibility, including
regulations applicable to any exchange upon which the Company’s securities are
listed.
Any
employee who is responsible for activity involving the application of a
particular law, rule or regulation should consult with and be guided by the
advice of the Company’s General Counsel. Decisions regarding the
application of the various laws, rules and regulations should not be made
without that advice.
Antitrust
Laws. Antitrust laws are intended to preserve competition by
prohibiting actions that could unreasonably restrain the functioning of a free
and competitive marketplace.
·
Any
agreement that could limit competition in a specific market may be a
violation of these laws and must be reviewed by Company’s General Counsel
prior to execution.
·
Because
verbal exchanges can be viewed as an agreement, we must exercise caution
whenever we meet or talk with competitors. Any contact with
competitors should be documented by completion of an Antitrust Compliance
Certificate.
·
We
should avoid discussions with competitors related to market share,
projected sales for any specific product or service, revenues and
expenses, production schedules, inventories, unannounced products and
services, pricing strategies, marketing, and of course, any proprietary or
confidential Company information.
These
requirements also apply to informal contact we may have with competitors,
including those at trade shows or meetings of professional
organizations.
Each
employee is required to comply with the Company’s Antitrust Compliance Manual
and each employee should use the reporting forms in the manual.
Environmental
Actions. As a Company and as employees, we must exercise good
judgment with regard to the environmental aspects of our use of our
manufacturing processes. We must comply with all applicable laws and
regulations requiring us to reduce or eliminate the generation, discharge and
disposal of hazardous materials.
9
Darling
International Inc. Code of Business Conduct
Disclosure
Accurate Records and
Reporting. All Company officers and employees – and, in
particular, the chief executive officer, the chief financial officer, the
controller and the principal accounting officer – have a responsibility to
promote the accuracy, adequacy and completeness of the Company’s accounting
records. All employees, officers and directors should immediately
report any false, incomplete or misleading entries of which they have
knowledge. Furthermore, each of the chief executive officer, the
chief financial officer, the controller and the principal accounting officer
must (i) act in good faith, responsibly, and with due care, competence and
diligence, without misrepresenting material facts or allowing his or her
independent judgment to be subordinated to the judgment of others, and (ii)
produce full, fair, accurate, timely and understandable disclosure as required
by law in reports and documents that the Company files with, or submits to, the
Securities and Exchange Commission and in other public
communications. Company records must reflect an accurate and
verifiable record of all transactions.
·
Information
that is recorded and submitted to another party, whether inside or outside
the Company, and whether to a private party or a governmental entity, must
be accurate, timely and complete. It should honestly reflect
the underlying transaction or material. Reports or records
should not be used to mislead those who receive them, or to improperly
conceal any fact or action. It is the policy of the Company to
make full, fair, accurate, timely and understandable disclosure of our
business and financial condition, consistent with applicable law, (i) in
our periodic reports filed with the Securities and Exchange Commission and
(ii) in other communications to securities analysts, rating agencies and
investors. We take necessary measures to ensure that
dissemination of information complies with Regulation FD promulgated by
the Securities and Exchange Commission. It is also our policy
to comply with applicable law, rules and regulations when filing
governmental reports related to environmental, tax, employment and other
matters. If any employee becomes aware of any
violation of this policy, he or she should report such violation as
provided in this Code.
·
Any
effort to mislead, inappropriately influence or coerce the independent
auditors or a member of the internal audit staff concerning issues related
to audit, accounting or financial disclosure has serious legal
consequences for the perpetrator, including criminal sanctions, as well as
for the Company, and is strictly prohibited. If any employee
becomes aware of any violation of this policy, he or she should report
such violation as provided in this
Code.
10
Darling
International Inc. Code of Business Conduct
Conflicts of
Interest. Darling employees are expected to avoid situations
where their personal interests conflict with the interests of the
Company. Employees should avoid any activity, investments or
interests that might reflect badly on the Company or damage its
reputation. A conflict situation can arise when an employee takes
actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. Employees should never seek
or receive improper personal benefits as a result of their positions with the
Company. Some examples of conflicts of interest appear
below. However, these are examples only, and each employee is
expected to consider carefully whether or not a potential conflict exists in any
given set of circumstances. The appearance of a conflict of interest can be just
as damaging as an actual conflict, and should be avoided.
Examples
of Prohibited Conflicts of Interest
·
An
employee should not invest in a customer or supplier of the
Company. However, ownership of 2% or less of the stock of a
publicly-owned Company would not normally be considered a
conflict.
·
An
employee should not market products or services that compete with any
product or service marketed by the
Company.
·
An
employee should not work for, or solicit favors from, a competitor,
customer, or supplier.
·
An
employee should not seek or accept a loan or guaranty of an obligation in
circumstances where a conflict of interest would, or could be perceived
to, arise.
Related
Party Conflicts
Potential
for conflicts of interest also exist where a Related Party engages in any of the
activities listed above, in particular, or other activities that could be
perceived as creating a conflict of interest for the employee. A
“Related Party” is an employee’s child, stepchild, parent, stepparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and any person (other than a tenant or
employee) sharing the household of the employee. If a
Related Party engages or proposes to engage in any of the activities listed
above, or any other activity that might create the appearance of a conflict of
interest for the employee, the General Counsel’s office should be contacted so
that appropriate measures can be put into place to avoid either an actual
conflict of interest or the appearance of a conflict of interest.
If you
are not sure whether a circumstance or situation is covered by this provision,
you should discuss it with the Company’s General Counsel as soon as
possible.
Any
waivers of this Conflict of Interest policy must be in writing and be
pre-approved by the Company’s General Counsel.
11
Darling
International Inc. Code of Business Conduct
Unauthorized Use of Company Property
or Services. Company property and services must not be used
for the personal benefit of an employee or someone else unless the use has been
properly approved in writing for general employee use or for a specified
purpose.
Safeguarding Company
Assets. Each of us is responsible for protecting Company
assets and for using Company property appropriately and with due
care. All Company assets should be used only for a legitimate
business purpose. Managers are responsible for setting up and keeping
good controls to protect assets from loss or unauthorized use.
Each of
us is responsible for assisting in preventing waste and theft and assuring the
integrity of such controls.
Corporate
Opportunities. Business opportunities are corporate
assets. Employees should not pursue, directly or indirectly (for
example, by involving a family member or friend), a Company corporate
opportunity unless the Company has determined that it will not pursue such an
opportunity or otherwise compete for such an opportunity. An employee
cannot take advantage, directly or indirectly, of any business opportunity that
is discovered through the use of Company property or information, or that comes
to the employee’s attention because of his or her position with the
Company. In addition, an employee must not use Company property,
information or position for personal gain.
Media Contact and Public
Discussion. News media contact and responses and public
discussion of Company business should only be made through the Company’s
authorized spokesperson(s). No employee should speak or otherwise
communicate with a news reporter or other member of the media without first
obtaining the consent of the General Counsel.
Insider
Trading. Federal law prohibits employees, directors and others
from buying or selling Company securities, such as the Company’s common stock,
based on information that is not publicly available.
·
Employees
may buy and sell Company securities. However, no employee may
buy or sell Company securities at a time when he or she has nonpublic
information of a material nature. Inside information that might
be material includes earnings estimates, significant business
developments, expansion or curtailment of operations, sale or purchase of
substantial assets or other activity of significance. Whether or not
nonpublic information is material is a legal judgment that is based on a
sophisticated understanding of applicable law. No employee
should try to make this judgment himself or herself. If any
employee believes he or she has nonpublic information, the Company’s
securities should not be bought or sold without first contacting the
Company’s General Counsel to ensure that such purchase or sale is within
applicable law.
·
In
addition, employees should never provide nonpublic information about the
Company to family, friends or any other person, including Company
employees who do not have a business reason to know such
information.
12
Darling
International Inc. Code of Business Conduct
·
Each
employee is required to comply with the Company’s Policy on Securities
Transactions. Please note the requirement for pre-clearance of
all transactions involving Company
securities.
Code
Amendments and Waiver
The
Company will review and re-assess the adequacy of the Code periodically and make
amendments to it as the Company deems appropriate.
The most
current version of the Code is available to all employees on the Company’s
website. You will receive a notice when a new version of the Code is
posted on the website. It is your responsibility to review the Code
periodically (particularly when you have received notice of posting of a new
version) to ensure that you understand and are adhering to the
Code.
Only the
Board of Directors of the Company may approve any waiver of the Code with
respect to any executive officer or director. Such a waiver will be
promptly disclosed to the shareholders of the Company on the Company’s
website.
The
General Counsel has authority to approve a waiver of the Code for nonexecutive
officers or other Company employees.
Any
waiver of the Code must be in writing.
13
Darling
International Inc. Code of Business Conduct
Contact
Information
No Code
of Conduct can cover all potential conflicts or ethical concerns that an
employee will encounter. If you have questions regarding the
application of this Code, or feel that it is appropriate to ask for a waiver of
the application of any provision of this Code, please contact the Company’s
General Counsel as follows:
The Company’s
Independent Omsbudsman. Alternatively, an employee can raise
ethical concerns and issues and report suspected Code violations, on
a confidential basis, by contacting the Company’s independent omsbudsman at
1-800-501-7585 (Settlement Solutions Inc.). This is a private agency
and is not operated by Darling International Inc. The ombudsman will
contact the Chairman of the Audit Committee, who is a non-employee independent
member of the Darling International Inc. Board of Directors, who will take the
necessary actions to ensure compliance with the Code.
14
Darling
International Inc. Code of Business Conduct
ACKNOWLEDGEMENT
I have
received and read the Darling International Inc. Code of Business Conduct (the
“Code”). I
understand that the Code represents the policies of Darling International Inc.,
and I agree to abide by the Code when acting for or on behalf of Darling
International Inc. I understand that any material violation of the
Code may subject me to disciplinary action, up to and including discharge; provided however, by signing
this Acknowledgement, I do not waive any rights I may have under any applicable
collective bargaining agreement.
