Annual Report — Form 10-K Filing Table of Contents
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The policy of SCP Pool Corporation is
to comply with all applicable laws and to adhere to the highest ethical standards in the
conduct of our business.
PURPOSE
Our goal is for SCP Pool Corporation
and its worldwide subsidiaries to be known, trusted and respected as one of the best
enterprises in the world. To do that requires strong financial and ethical performance.
This Code of Business Conduct and Ethics policy (“The Code”) provides general
principles to follow to ensure that each of its directors, officers and employees act
responsibly and maintain the highest standards of personal and professional integrity in
all aspects of their daily activity.
This Code is designed to promote:
Compliance with applicable governmental law, rules and regulations;
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships;
Full, fair, accurate, timely and understandable disclosure in periodic reports and other
filings with the Securities and Exchange Commission and in other public communications
made by the Company;
Avoidance of conflicts of interest, including disclosure of any material transaction or
relationship that reasonably could be expected to give rise to such conflict;
The prompt internal reporting of violations of this Code; and
Accountability for adherence to this Code.
RESPONSIBILITY
It is each director, officer and/or
employee’s responsibility to acquire and maintain a working knowledge of the business
laws and ethics policies as applicable to their responsibilities with the Company, both by
studying this Policy and other materials given to the employee by the Company, and by
reading publications and other generally available sources of information about these
matters. If a director, officer or employee has a question as to the proper application of
this Policy or about what is required by law in any given situation, they should consult
with the company’s legal counsel.
PROCEDURE
1.0 Professional Conduct
Our
stockholders, customers and other parties with whom we do business have strong views about
our Company, and, as its suppliers, we need to promote values and behavior that enhance
the Company’s reputation within the community. It is imperative that we conduct our
professional and business activities with complete integrity, fair dealing and in a manner
that inspires the confidence and trust of our stockholders, customers and suppliers.
2.0 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. All directors, officers and employees must respect and obey
the laws of the cities, states and countries in which we operate.
3.0 Conflicts of Interest
All
directors, officers and employees shall conduct their personal business and private
affairs so as to avoid any actual or potential conflicts of interest between themselves
and the Company and shall take immediate and appropriate action to resolve any conflict of
interest which actually arises. A “conflict of interest” arises when one’s
judgment is or may be influenced by considerations of improper personal gain or benefit.
Examples
of potential conflicts of interest include, but are not limited to, the following:
Investing in any company that sells products or services similar to the Company’s, or
any company doing or seeking to do business with the Company (other than relatively small
investments in securities widely held by the general public);
Simultaneously working or acting as a consultant or board member for or on behalf of a
competitor, customer or supplier;
Owning, directly or indirectly, an ownership interest in any entity that competes with the
Company;
Placing Company business with relatives or friends, or working on a Company project that
will have a direct impact on the financial interests of relatives or friends;
Receipt of an improper personal benefit or gain as a result of one's position in the Company;
Personal relationship with other employees or vendors that affects one’s ability to
do one’s job or disrupts the workplace.
Conflicts
of interest are prohibited as a matter of Company Policy, except as specifically and
expressly approved by the Board of Directors. Conflicts of interest may not always be
easily discernable, so if you have any questions, you should consult with management, the
Company’s legal counsel and/or refer to the Employee Handbook.
4.0 Insider Trading
It
is both unethical and illegal to buy, sell, trade or otherwise participate in transactions
involving securities of the Company while in possession of material information concerning
the Company that has not been released to the general public. Securities laws may be
violated if any director, officer, employee, or any of his or her relatives or friends,
trade in securities of the Company while in possession of such “inside”
information. All non-public information about the Company should be considered
confidential “inside” information. Anyone with access to such confidential
“inside” information is prohibited from using or sharing such information for
stock trading purposes or for any purpose other than to conduct Company business. For
additional information please refer to the Company’s “Insider Trading
Policy”.
5.0 Corporate
Opportunities
Directors,
officers and employees are prohibited from taking for themselves any opportunity that is
discovered through the use of corporate property, information or position without the
consent of the Board of Directors. No director, officer or employee may use corporate
property, information, or position for improper personal gain. Directors, officers and
employees owe a duty to the Company to advance its legitimate business interests when the
opportunity to do so arises.
6.0 Competition and Fair
Dealing
We
seek to outperform our competition fairly and honestly. We seek competitive advantages
through superior performance and never through unethical or illegal business practices.
Stealing
proprietary information, possessing trade secret information that was obtained without the
owner’s consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each director, officer and employee should endeavor to respect
the rights of and deal fairly with the Company’s customers, suppliers, competitors
and employees. No unfair advantage should be taken of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts, or any
other unfair dealing practice.
7.0 Gifts and
Entertainment
The
purpose of business entertainment and gifts in a commercial setting is to create good will
and to further working relationships. Any gift that is excessive and has the potential to
unduly influence judgment should not be given or accepted. Gifts from suppliers or
customers should not be solicited. Moreover, gifts of cash or cash equivalents are
prohibited. Non-monetary, unsolicited gifts may not be accepted or given unless:
The gifts are items of nominal intrinsic value (i.e., meals and refreshments, tickets to
sporting events, small holiday gifts, etc.);
The gifts do not create an express or implied understanding that the recipient is in
any way obligated; or
The gifts are low cost advertising and promotional materials, clearly marked with company
or brand names (i.e., company pens, cups, etc.)
Employees
must report to their supervisor any frequent gifts or offers of gifts received from one
source and any offer of a gift, even if not accepted, that appears unusual or excessive.
8.0 Payments to
Government Personnel
The
U.S. Foreign Corrupt Practices Act prohibits the giving of anything of value, directly or
indirectly, to officials of foreign governments or foreign political candidates in order
to obtain or retain business. Illegal payments to government officials of any country are
strictly prohibited.
In
addition, the U.S. government has a number of laws and regulations regarding business
gratuities which may be accepted by U.S. government personnel. The promise, offer or
delivery to an official or employee of the U.S. government of a gift, favor or other
gratuity is a violation of these rules and may not only violate Company policy, but may
also be a criminal offense. State and local governments, as well as foreign governments,
may have similar rules.
9.0 Discrimination and
Harassment
The
diversity of the Company’s employees is a tremendous asset. We are firmly committed
to providing equal opportunity in all aspects of employment and will not tolerate any
illegal discrimination or harassment of any kind. In addition, retaliation against
individuals for raising claims of discrimination or harassment is prohibited.
10.0 Health and Safety
The
Company strives to provide a safe and healthy work environment. Each of us share the
responsibility for maintaining a safe and healthy workplace by following safety and health
rules and practices and reporting accidents, injuries, unsafe equipment and any other
unsafe practices or conditions. Further, misusing controlled substances or selling,
manufacturing, distributing, possessing, using or being under the influence of illegal
drugs on the job is absolutely prohibited.
11.0 Fair and Accurate
Record-Keeping
The
Company is committed to producing full, fair, accurate, timely and understandable
disclosure in reports and documents that it files with, or submits to, the Securities and
Exchange Commission and other regulators. Accordingly, the Company requires honest and
accurate recording and reporting of information. All of the Company’s books, records,
accounts and financial statements must be maintained in reasonable detail, must
appropriately reflect the Company’s transactions and must conform both to applicable
legal requirements and to the Company’s system of internal controls. By way of
example, unrecorded or “off the books” funds or assets should not be maintained,
only the true and actual number of hours worked should be reported, and business expense
accounts must be documented and recorded accurately.
Business
records and communications sometimes become public. Accordingly, we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people
and companies that may be misunderstood. This applies equally to e-mail, internal memos,
and formal reports. Records should always be retained or destroyed according to the
Company’s record retention policies. Inappropriate access or modifications to, or
unauthorized destruction of, accounting or other business records is prohibited. These
prohibitions apply to all business records and data, regardless of whether such data and
records are in written form or electronically stored.
12.0 Confidentiality
Directors,
officers and employees of the Company are expected to keep all nonpublic information
regarding the Company, its business, employees, customers or suppliers confidential even
if their employment with the Company ends. Confidential information may include such
things as advertising and marketing plans, business plans, research and development,
financial information, employment matters, supplier and customer information, software and
documentation, and other information which is not generally known to the public.
13.0 Protection and
Proper Use of Company Assets
All
directors, officers and employees should endeavor to protect the Company’s assets and
ensure their efficient use. Theft, carelessness and waste have a direct impact on the
Company’s profitability. Any suspected incident of fraud or theft should be
immediately reported for proper handling. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.
14.0 Observance of
Authority Limits
The
Company has established an authorization matrix, approved by the Board of Directors, that
sets forth specific authority limits for the most common transactions conducted by
officers, managers and employees of the Company. All employees are required to observe
these limits. Any action that an individual may take beyond the limits of their authority
will be deemed to be a violation of this Code and will become the responsibility of the
individual, not SCP Pool Corporation. If anyone has questions concerning whether or not he
or she is authorized to take a particular action, he or she should refer to the SCP Pool
Corporation Delegation of Authority Policies.
15.0 Waivers of the Code
of Business Conduct and Ethics
Any
waiver of this Code may be made only by the Board of Directors or a committee designated
by the Board, which will ascertain whether a waiver is appropriate and ensure that the
waiver is accompanied by appropriate controls designed to protect the Company. Any waiver
concerning a director or executive officer of the Company shall be promptly disclosed to
the stockholders by the Company on a Form 8-K, along with the reasons for the waiver.
16.0 Reporting Illegal
or Unethical Behavior
If
you become aware of an ethical issue and/or possible violation of this Code it is your
responsibility to promptly report it. It is the policy of the Company not to permit
retaliation for an employee’s good faith report of questionable behavior and/or
misconduct by another. Employees are expected to cooperate in internal investigations of
alleged misconduct. The following steps should act as a guide when reporting violations of
this Code:
Discuss the problem with your supervisor. In many cases, your supervisor may be more
knowledgeable about the issue and will appreciate being brought into the decision-making
process.
In the rare case where it may not be appropriate to discuss an issue with your supervisor
or where you do not feel comfortable approaching your supervisor with your question,
discuss it with Human Resources at 985-801-5139; or
Make a confidential, anonymous submission regarding the issue through Ethicspoint via the
web @ www.ethicspoint.com or the toll-free hotline by calling 866-ETHICSP. Upon
receipt of a complaint, Ethicspoint will forward the complaint to the Company’s Legal
Department, Human Resources Department or Internal Audit Department, as appropriate, for
investigation. The Ethicspoint system is completely confidential, easy to use and
accessible 24-hours a day from any place in the world.
17.0 Compliance
Procedures
We
must all work together to ensure compliance with this Code. In some situations, however,
it may be difficult to determine whether certain conduct is improper and unethical. Since
every situation that may arise cannot be anticipated, the following steps should act as a
guide when faced with difficult questions or problems:
Make sure you have all the facts. In order to reach the right solution, we must be as
informed as possible.
Ask yourself: What specifically am I being asked to do? Does it seem unethical or
improper? This will enable you to focus on the specific issue you are faced with, and the
alternatives that are available. Use your judgment and common sense; if something seems
unethical or improper, it probably is.
Clarify your responsibility and role. In most situations, there is shared responsibility.
Are your colleagues informed? It may help to get others involved and discuss the issue.
Always ask first, act later; if you are unsure of what to do in any situation, seek
guidance before you act.
Report the alleged violation. See Section 16 of this Code.
18.0 Accountability for
Adherence to this Code
All
directors, officers and employees are responsible for reporting any fact or circumstance
which they know has resulted or will result in a violation of this Code. The Board of
Directors has the ultimate and final responsibility for determining whether a potential or
actual violation exists and will take whatever disciplinary or other action it deems
appropriate to protect the Company, including, without limitation, the termination of the
individual(s) responsible for the violation. For further information concerning reporting
guidelines please see Section 16 and 17 of this Code.
