Code of Business Conduct and Ethics

Asbury Carbons, Inc. and Affiliated Companies
(The “Company”)

CODE OF BUSINESS CONDUCT AND ETHICS
May 28, 2020

The Board of Directors of Asbury Carbons, Inc. has adopted this Code of Business Conduct and Ethics to:

• Promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
• Promote full, fair, accurate, timely and understandable disclosure;
• Promote compliance with applicable laws and governmental rules and regulations;
• Ensure the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information; and deter wrongdoing.

All directors, officers, employees or distributors/agents of the Company are expected to be familiar with this Code and to adhere to those principles and procedures set forth in this Code that apply to them. To the extent this Code requires a higher standard than required by commercial practice, applicable laws, rules or regulations, we will adhere to the higher standards of this Code.

While this Code is designed to provide helpful general principles, it is not intended to address every specific situation.  Nevertheless, in every instance, personnel of the Company must act honestly, fairly, and with a view towards “doing the right thing.”  Therefore, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced in this Code.

In the event of identified conflicts, omissions, or errors between this Code and other Company policies, memorandums, management guides or practices, this Code will govern and must be brought to the Senior Officer(s) for confirmation.

This Code serves as the Company’s “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

I.     Environment, Health and Safety

The Company is committed to providing a safe and healthy working environment for its employees and to avoiding adverse impact and injury to the environment and the communities in which it does business as our first priority.  Directors, officers, employees or distributors/agents must comply with all applicable environmental, health and safety laws, regulations and Company standards including Asbury site specific “Golden Rules of Safety”.  It is the responsibility of directors, officers, employees or distributors/agents to understand and comply with the laws, regulations and policies that are relevant while performing their duties on behalf of the Company.  Failure to comply with environmental, health and safety laws and regulations can result in civil and criminal liability against directors, officers, employees and/or the Company, as well as disciplinary action by the Company, up to and including termination of employment or termination of a Distributor/Agent agreement.  Directors, officers, employees or distributors/agents should contact the Senior Officer(s) if they have any questions about the laws, regulations and policies that apply to them.

Environment: All directors, officers, employees or distributors/agents should strive to conserve resources and reduce waste and emissions through recycling and other energy conservation measures.  Directors, officers, employees or distributors/agents have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials.

Health and Safety: The Company is committed not only to comply with all relevant health and safety laws, but also to conduct business in a manner that protects the safety of its employees, suppliers and customers consistent with our core values.  All directors, officers and employees are required to comply with all applicable health and safety laws, regulations and policies relevant to their positions, including the site specific Asbury “Golden Rules of Safety” and “Safety Manual” published for each location.  If a director, officer or employee has a concern about unsafe conditions or tasks that may present a risk of injury, he or she should report such concerns immediately to his or her supervisor, the site Safety Committee Representative or the site Human Resources representative

II.    Honest and Candid Conduct

Each director, officer, employee or distributor/agent owes a duty to the Company to act with integrity.  Integrity requires, among other things, being honest and candid consistent with our corporate core values published here: https://asbury.com/about-us/guiding-principles/

Each director, officer, employee or distributor/agent must:

• act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company’s policies;
• observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Company policies;
• and adhere to a high standard of business ethics.

III.   Online Conduct

Directors, officers, employees, or distributors/agents are reminded to be courteous and always to conduct themselves in a professional manner. Be aware that your actions captured via images, posts, or comments can reflect adversely on the Company. The Company's policies against discrimination and harassment (sexual or otherwise) apply fully to the Company's technology platforms, and any violation of those policies is grounds for discipline up to and including discharge. 

The Company recognizes the importance of the Internet and realizes that more and more people are participating in public forums over the Internet. The Company has developed the following guidelines for employees who (i) participate in public forums – personal or professional – that discuss the Company or its activities, or (ii) publish (“post”) content about the Company and its activities on public forums. Public Forums are a place that has a long-standing tradition of being used for, is historically associated with, or has been dedicated by government act to the free exercise of the right to speech and public debate and assembly. Public Forums include, but are not limited to, personal weblogs (“blogs”), social media outlets, such as LinkedIn, Twitter, YouTube, Facebook, Snapchat, Instagram, Glass Door, any public weblog, or the like. These guidelines apply to work related items and are not intended to infringe upon an employee’s personal interaction or commentary online.

• Personal posts in social media outlets should have clear disclaimers that the views expressed by the author are the author’s alone and do not represent the views of the Company.
• Employees should make it clear in their communications that the employee is speaking for him or herself and not on behalf of the Company unless specifically authorized by the Company to “post” on the Company’s behalf.
• Information published on Public Forums should comply with the Company’s confidentiality and non-disclosure of proprietary data policies. Never discuss or disclose proprietary or confidential information of the Company, its customers, suppliers or other employees.
• Never comment on anything related to legal matters, litigation or any parties that the Company may be in litigation with.
• Be respectful to the Company, other employees, customers, partners, and competitors.
• Social media activities should not interfere with work commitments.
• Respect and comply with all laws, including copyright laws, and reference or site sources appropriately. Plagiarism can cause violations of copyright laws and applies online.
• Company logos and trademarks may not be used without written consent of the Company.
• Employees should recognize that they are legally liable for anything they write or present on-line.
• Media contacts about the Company, its products, employees, partners, customers and competitors should be referred to the Company’s Marketing Department. This does not include an employee’s opinion, writing and interviews on topics aside from the Company as defined in the Company Confidentiality and Non-Disclosure Agreements.

These guidelines are in addition to the policies set out in this Code of Business Conduct and Ethics and other Company policies (including the “Computer Use Policy” see your HR representative for a copy of this policy).

IV.     Conflicts of Interest

A “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with the interests of the Company.  A conflict of interest can arise when a director, officer, employee or distributor/agent takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively.  For example, a conflict of interest would arise if a director, officer or employee or a member or his or her family, receives improper personal benefits as a result of his or her position in the Company.

In particular, conflict of interest situations involving directors, officers, employees or distributors/agents who occupy supervisory positions or who have discretionary authority in dealing with any third party specified below may include the following:

• any significant ownership interest in any customer, supplier or competitor;
• any consulting or employment relationship with any customer, supplier or competitor;
• any outstanding loans or guarantees of personal obligations from or to any customer, supplier or competitor of the Company;
• any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;
• the receipt of gifts and/or entertainment from any company with which the Company has current or prospective business dealings (see section XV “Gifts and Entertainment” for specific guidance in this area;
• being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any immediate family member; and
• selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell.

Anything that would present a conflict for a director, officer or employee would likely also present a conflict if it is related to a member of his or her family.

Conflicts of interest are prohibited as a matter of corporate policy, except under guidelines adopted by or as otherwise approved by the Board of Directors, the Audit Committee of the Board of Directors or the Senior Officers of the corporation under the endorsement of the Board of Directors. Conflicts of interest may not always be clear-cut, so if a director, officer or employee has a question, he or she should consult with one of the following: the President or the Vice President of Finance (each a “Senior Officer,” and together, the “Senior Officers”).  Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of the Senior Officer(s).

V.   Financial Reporting and Disclosure

Each director, officer or employee involved in the Company’s financial reporting and disclosure process, including the Senior Officers, is required to be familiar with and comply with the Company’s disclosure controls and procedures and internal controls over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s financial reports and internal control processes comply in all material respects with applicable generally accepted accounting principles of the United States of America (“U.S. GAAP”), and where relevant with applicable International Financial Reporting Standards (“IFRS”).  In addition, each such person having direct or supervisory authority regarding these reports and internal control communications concerning its general business, results, financial condition and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.

We are a privately owned Company, therefore, each director, officer or employee including Senior Officers, directly or indirectly involved in the Company’s financial reporting and disclosure process is required to protect and keep such information confidential from public disclosure to the extent possible, except as required by compliance or law.  The Company does not openly share financial reports, results, data or financial condition with external business relations.  Should any external third party request such information, any director, officer or employee should consult with the President or the Vice President of Finance prior to releasing such information.

Each director, officer or employee who is involved in the Company’s disclosure process, including without limitation the Senior Officers, must:

• Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company;
• Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including the Company’s independent auditors, governmental regulators and self-regulatory organizations;
• Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others);
• Comply with rules and regulations of federal, state, provincial, local and foreign governments, as well as those of other appropriate private and public regulatory agencies that affect the conduct of the Company’s business and the Company’s financial reporting; and
• Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to external regulators or used in other public communications by the Company.

VI.    Compliance with Laws

All directors, officers, employees or distributors/agents of the Company should respect and comply with all of the laws, rules and regulations of the United States and other countries, and the states, counties, cities and other jurisdictions, in which the Company conducts its business or any other laws, rules and regulations of which are applicable to the Company.  Please also refer to “Section XVIII Insider Trading” below for a discussion of insider trading prohibitions.  This Code does not summarize all laws, rules and regulations applicable to the Company and its directors, officers, and employees.  Please consult with the Senior Officer(s) with any specific questions regarding compliance with laws.

VII.   Interactions with the Government

In the course of performing their duties for the Company, directors, officers, employees or distributors/agents may interact with federal, state and local governments of both the United States and foreign governments.  The Company is committed to conducting its business with all governments and their representatives with the highest standards of business ethics and in compliance with all applicable laws and regulations, including the special requirements that apply to communications with governmental bodies that may have regulatory or operational oversight authority over our products and operations, such as the United States Department of Commerce, Mine Safety Health Administration, OSHA, EPA, IRS.  In interactions with the government, directors, officers, employees or distributors/agents will:

• Be forthright and candid at all times. No director, officer, employee or distributor/agent should intentionally misstate or omit any material information from any written or oral communication with the government.
• Ensure that all required written submissions are made to the government and are timely, and that all written submissions, whether voluntary or required, satisfy applicable laws and regulations.
• Directors, officers, employees or distributors/agents should not offer or exchange any gifts, gratuities or favors with, or pay for meals, entertainment, travel or other similar expenses for, government employees totaling more than $20/event or $50/year following standards established in US government regulation: 5 C.F.R. § 2635.203(b).

If a director’s, officer’s, employee’s or distributor’s/agent’s responsibilities include interacting with the government, he or she is expected to understand and comply with the special laws, rules and regulations that apply to his or her job position as well as with any applicable standard operating procedures that the Company has implemented.  If any doubt exists about whether a course of action is lawful, directors, officers, employees or distributors/agents should seek advice immediately from a supervisor and/or the Senior Officer(s).

In addition to the above, directors, officers, employees or distributors/agents must obtain approval from the Senior Officer(s) for any work activity that requires communication, on behalf of the Company, with any member or employee of a legislative body or with any government official or employee (excluding those associated with MSHA, OSHA, IRS or environmental oversight departments of local, state and federal governments related to the course of the company’s everyday business dealings).  Work activities covered by this policy include meetings with legislators or members of their staffs or with senior executive branch officials on behalf of the Company.  Preparation, research and other background activities that are done in support of lobbying communication are also covered by this policy even if the communication ultimately is not made.  If any doubt exists about whether a given work activity would be considered covered by this provision, directors, officers, employees or distributors/agents should seek advice immediately from a supervisor and/or the Senior Officer(s).

VIII.   Reporting any Illegal or Unethical Behavior

Directors, officers and employees, who are concerned that violations of this Code or that other illegal or unethical conduct by directors, officers, employees or distributors/agents of the Company (including, without limitation, insider trading, fraudulent or criminal activity, questionable accounting or auditing practices and misappropriation of corporate funds) has occurred or may occur should either contact their supervisor and/or the Senior Officer(s).  If they do not believe it appropriate or are not comfortable approaching their supervisor and/or the Senior Officer(s) about their concerns or complaints, then they may contact the Audit Committee of the Board of Directors by calling an anonymous voice mail box at 908-485-3768. If their concerns or complaints require confidentiality, including keeping their identity anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings. 

The Audit Committee is charged with ensuring that records of complaints and investigations are secure, and to the extent applicable, kept confidential.  Access to these records will also be strictly controlled. 

If the Audit Committee determines that a violation has occurred, it will inform the Board of Directors.  Upon being notified that a violation has occurred, the Board of Directors will take such disciplinary or preventive action as it deems appropriate.

The Audit Committee is responsible for overseeing the receipt, retention and investigation of and response to all complaints.  The Audit Committee will determine who should lead the investigation.  Investigators may include, but are not limited to, a member of the Audit Committee, the VP of Finance, internal legal counsel, external auditors or external legal counsel.  If a third‑party investigator is chosen, the Company will provide the Audit Committee with funding to compensate the third‑party investigator.  The Audit Committee will seek to assure that any third‑party investigator is fully independent.

In connection with the investigation of a complaint, the Audit Committee or its investigator may consult with, and obtain the assistance of, any member of management who is not the subject of the complaint.  In addition, the Audit Committee may, in its sole discretion, retain independent legal, accounting or other advisors as may be necessary or appropriate.

The investigator may prepare a report of findings and recommendations based on the results of the investigation.  Copies of any report will be provided to the Audit committee.  If the findings indicate the complaint has validity, the Audit Committee will determine the action required, which could include disciplining the responsible person(s), and/or establishing new processes to prevent further violations.  The Audit Committee will discuss the findings with outside counsel to determine whether public disclosure or disclosure to outside agencies and/or reporting to the full Board of Directors, is necessary or appropriate.

IX.   No Retaliation

No supervisor, officer, director, department head or any other employee with authority to make or materially influence significant personnel decisions shall take or recommend any action that may discharge, demote, suspend, threaten, harass, or in any other manner discriminate against an employee (“Adverse Personnel Action”) in knowing retaliation for disclosing any alleged wrongful conduct to the Senior Officer(s), supervisor, Audit Committee member, director, or any regulatory body.

This anti-retaliation policy may not be used as a defense by an employee against whom an Adverse Personnel Action has been taken for legitimate reasons or cause.  It shall not be a violation of this policy to take Adverse Personnel Action against an employee whose conduct or performance warrants that action separate and apart from the employee making the disclosure. 

An employee’s protection under this policy is in addition to any protections such employee may have pursuant to any applicable federal or state law, and this policy shall not be construed as limiting any such protections.

X.   Corporate Opportunities

Directors, officers, employees or distributors/agents owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises.  Directors, officers, employees or distributors/agents are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down, notwithstanding any agreement to the contrary.  More generally, directors, officers, employees or distributors/agents are prohibited from using Company property, information or position for personal gain and from competing with the Company.

Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities.  Directors, officers, employees or distributors/agents who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with their supervisor and/or the Senior Officer(s).

XI.   Confidentiality

In carrying out the Company’s business, directors, officers, employees or distributors/agents often learn confidential or proprietary information about the Company, its customers, suppliers, or joint venture parties.  Directors, officers, employees or distributors/agents must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized by agreement between the parties or legally mandated. Confidential or proprietary information of the Company, its customers, suppliers, or joint venture parties, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.

XII.   Fair Dealing and Trade Secrets

The Company does not seek competitive advantages through illegal or unethical business practices.  Each director, officer, employee or distributors/agents should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees.  No director, officer, employee or distributor/agent should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

The Company is committed to dealing with all third parties fairly, honestly and with integrity. Asbury Carbons has established a compliance policy following the requirements noted in the United States Uniform Trade Secrets Act of 1985 (see your HR representative for this policy).  In general, directors, officers, employees or distributors/agents should keep the following guidelines in mind when representing the Company to a third party:

• Information we supply should be accurate and complete to the best of our knowledge. Directors, officers, employees or distributors/agents should never deliberately misrepresent information about our products or the Company;
• Directors, officers, employees or distributors/agents should always be cognizant of the potential confidential nature of the Company's information and should take appropriate precautions to protect it;
• Directors, officers, employees or distributor/agents should not provide or accept entertainment or other benefits that could be viewed as an inducement to or a reward for purchase decisions. Please see “Gifts and Entertainment” below for additional guidelines in this area; and
• Directors, officers, employees or distributors/agents must handle the nonpublic information of our vendors, suppliers, and others with whom we have a relationship responsibly and in accordance with our agreements with them, including information regarding technology and products.

Relationships with Suppliers: The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Directors, officers, and employees dealing with suppliers should carefully guard their objectivity. Please see “Section XV Gifts and Entertainment” below for specific guidelines in this area.

Relationships with Competitors: The Company is committed to free and open competition in the marketplace. Directors, officers, employees or distributors/agents should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including federal and state antitrust laws. Such actions include misappropriation and/or misuse of a competitor's confidential information or making false statements about the competitor's business and business practices.

XIII.   Protection and Proper Use of Company Assets

All directors, officers, employees or distributors/agents should protect the Company’s assets and ensure their efficient use.  The Company’s assets, including facilities, materials, supplies, time, information, intellectual property, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes.  The obligation to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any non-public financial data or reports.  The personal use of the Company’s assets without the Company’s prior approval is prohibited.  Theft, carelessness and waste have a direct impact on the Company’s profitability.

XIV.   Record Retention

The records, data and information owned, used and managed by the Company must be accurate and complete.

Each director, officer and employee of the Company is responsible for the integrity of the information, reports, and records under such employee’s control.  Records must be maintained in sufficient detail as to reflect accurately the transactions of the Company.  Financial statements must always be prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial condition of the Company. 

Each director, officer and employee of the Company is required to cooperate fully with appropriately authorized internal and external investigations.  Making false statements to or otherwise misleading internal or external auditors, counsel of the Company, representatives of the Company or regulators can be a criminal act that can result in severe penalties. 

Destroying or altering any records that are potentially relevant to a violation of law or any litigation or any pending, threatened, or foreseeable government investigation or proceeding is strictly prohibited. 

The Company is committed to accuracy in tax-related records, and to tax reporting in compliance with the overall intent and letter of applicable laws.  Tax returns must be filed on a timely basis and taxes due paid on time. 

XV.   Gifts and Entertainment

When permitted by law, gifts and entertainment (i.e. an occasional business meal or social event) may be exchanged (given to or received from) with current or prospective customers and suppliers of the Company. Such gifts and entertainment must be non-cash and infrequent in nature and must not exceed the maximum value limit, announced at least annually, by the Vice President of Finance or designee.  Directors, officers, employees, or distributors/agents are expected to be aware of the current maximum value limit. Moreover, no director, officer, employee, or distributor/agent should ever exchange (give or receive) gifts or entertainment under circumstances which could present an appearance to others that such person’s business judgment was compromised. 

In the event a director, officer, employee or distributor/agent believes it is necessary to exceed the established maximum value limit for a specific purpose or event, including trade shows, conferences or similar industry events, the director, officer, employee or distributor/agent may submit that request to exceed the established limits for prior approval from the Senior Officer(s).

Please also refer to “Section XVIII Foreign Corrupt Practices Act” below for a discussion of prohibitions with respect to gifts and entertainment to foreign officials. 

Directors, officers, employees, or distributors/agents are expected to observe the current maximum value limit when providing or accepting gifts and entertainment. If, at a later date, one becomes aware a gift or entertainment, either accepted or provided, did exceed the maximum value limit, the matter must be reported to the Senior Officer(s) to decide on final resolution. 

XVI.   Political Contributions and Volunteer Activities

The Company encourages its directors, officers, employees or distributors/agents to participate in the political process as individuals and on their own time.  However, federal and state contribution and lobbying laws severely limit the contributions the Company can make to political parties or candidates.  It is Company policy that Company funds or assets not be used to make a political contribution to any political party or candidate, unless prior approval has been given by the Senior Officer(s). The following guidelines are intended to ensure that any volunteer political activity a director, officer or employee pursues complies with this policy:

• Directors, officers, employees or distributors/agents may contribute personal funds to political parties or candidates. The Company will not reimburse persons for personal political contributions.
• Directors, officers, employees or distributors/agents may participate in volunteer political activities during non-work time. Directors, officers, employees or distributors/agents may not participate in volunteer political activities during working hours on behalf of the Company.
• The Company’s facilities generally may not be used for political activities (including fundraisers or other activities related to running for office). However, the Company may make its facilities available for limited political functions, including speeches by government officials and political candidates, with the approval of the Senior Officer(s).
• When a director, officer, employee or distributor/agent participates in non-Company political affairs, he or she should be careful to make it clear that his or her views and actions are his or her own, and not made on behalf of the Company. For instance, Company letterhead should not be used to send out personal letters in connection with political activities.

These guidelines are intended to ensure that any political activity a director, officer, employee or distributor/agent pursues is done voluntarily and on his or her own resources and time.  Directors, officers, employees or distributors/agents should contact the Senior Officer(s) if they have any questions about this policy.

XVII.   Compliance with Antitrust Laws

Antitrust laws of the U.S. and other countries are designed to protect consumers and competitors against unfair business practices and to promote and preserve competition.  Our policy is to compete vigorously and ethically while complying with all antitrust, anti-money laundering, monopoly, competition or cartel laws in all countries, states or localities in which the Company conducts business.  Violations of antitrust laws may result in severe penalties against the Company and its employees, including potentially substantial fines and criminal sanctions.  Directors, officers, employees or distributors/agents are expected to maintain basic familiarity with the antitrust principles applicable to their activities, and should consult the Senior Officer(s) with any questions they may have concerning compliance with these laws.  The following is a summary of actions that are violations of applicable antitrust laws:

• The Company may not agree with its competitors to raise, lower or stabilize prices or any element of price, including discounts and credit terms.
• The Company may not agree with its competitors to limit its quantity or type of production or restrict the supply of its services.
• The Company may not agree with its competitors to divide or allocate markets, territories or customers.
• The Company may not engage in any behavior that can be construed as an attempt to monopolize.
• The Company may not agree with its competitors to refuse to sell or purchase products or services from third parties. In addition, the Company may not prevent a customer from purchasing or using non-Company products or services.
• The Company may not require a customer to purchase a product or service that it does not want as a condition to the sale of a different product or service that the customer does wish to purchase.
• The Company may under some circumstances be prohibited from charging similarly situated customers different prices for the same good or service. Consult with the Senior Officer(s) before undertaking any such pricing programs.

Meetings with Competitors

Directors, officers, employees or distributors/agents should exercise caution in meetings with competitors.  Any meeting with a competitor may give rise to the appearance of impropriety.  As a result, if a director, officer or employee is required to meet with a competitor for any reason, he or she should obtain the prior approval of the Senior Officer(s).  Directors, officers, employees or distributors/agents should try to meet with competitors in a closely monitored, controlled environment for a limited period of time.  Directors, officers, employees or distributors/agents should create and circulate agendas in advance of any such meetings, and the contents of the meeting should be fully documented.  (It is understood that competitors will often be engaged casually at industry “Trade Shows,” while formal approval to chat with a competitor at a trade show or other industry event is not required, adherence to the policies noted in Professional Associations and Trade Shows is expected) Specifically, directors, officers, employees or distributors/agents should avoid any communications with a competitor regarding:

• Prices;
• Costs;
• Market share;
• Allocation of sales territories;
• Profits and profit margins;
• Suppliers’ terms and conditions;
• Product or service offerings;
• Terms and conditions of sale;
• Bids for a particular contract or program;
• Selection, retention or quality of customers;
• Distribution methods or channels;
• Marketing strategies;
• Future development plans or product roadmaps; or
• Other subjects relating to or affecting the production or sale of products and services to existing or prospective customers.

If a director, officer, employee, or distributor/agent participates in a meeting with a competitor in which any of the above topics are broached and which were not part of the intended purpose of the meeting, he or she should affirmatively end the discussion, and should state his or her reasons for doing so.  During meetings with competitors, directors, officers, employees or distributors/agents should avoid sharing or obtaining confidential information from the competitor.  Directors, officers, employees or distributors/agents should also avoid statements that could be construed as unfair acts such as harassment, threats or interference with the competitors’ existing contractual relationships.

Professional Organizations and Trade Associations

Directors, officers, employees or distributors/agents should be cautious when attending meetings of professional organizations and trade associations at which competitors are present.  Attending meetings of professional organizations and trade associations is both legal and proper, if such meetings have a legitimate business purpose and are conducted in an open fashion, adhering to a proper agenda.  At such meetings, directors, officers, employees or distributors/agents should not discuss the restricted topics listed above, the Company’s pricing policies or other competitive terms, plans for new or expanded products, services or facilities, or any other proprietary, competitively sensitive information.  Employees are required to notify a supervisor and/or the Senior Officer(s) prior to attending any meeting of a professional organization or trade association.

XVIII.   Insider Trading

Consistent with the laws of the United States and many other countries prohibiting trading in the securities (including equity securities, convertible securities, options, bonds and any stock index containing the security) of any company while in possession of material, nonpublic information (also known as “inside information”), trading of the securities of the Company in such manner is expressly prohibited.  Any trading in the Company’s securities must be in accordance with Section 16 of Security Exchange Act of 1934.

XIX.   The Foreign Corrupt Practices Act

The U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) outlines very serious provisions against bribery, including the payment, or promise of payment, of anything of value to foreign officials (including any person employed by or representing a foreign government, officials of a foreign political party, officials of public international organizations and candidates for foreign office).  The FCPA prohibits the Company and its directors, officers, employees or distributors/agents from offering or giving money or any other item of value to win or retain business or to influence any act or decision of any government official, political party, candidate for political office or official of a public international organization.  Stated more concisely, the FCPA prohibits the payment of bribes, kickback or other inducements to foreign officials.  This prohibition also extends to payments to a sales representative or distributor/agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA is a crime that can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment or termination of a Distributor/Agent agreement.

XX.   Export Laws

In general, anything the Company ships from the Company across national geographic boarders must be covered by a trade compliance review.  Asbury has established a Trade Compliance Manual and Trade Compliance statement to control our international trade dealings, these documents can be found inside the Asbury controlled document library.  Export control regulations are, however, quite complex and differ for companies located in the United States and abroad.  If a director, officer or employee has questions regarding import/export laws, he or she should contact the Senior Officer(s) or the trade compliance group at [email protected]. International distributors/agents are expected to establish their own trade compliance activity in considering of relevant laws and regulations of both the United States and any other country in which they do business as well as the requirements imposed on the distributor/agent by the Asbury Trade Compliance department.

 XXI.   Employment Practices

The Company pursues fair employment practices in every aspect of its business.  The following is only intended to be a summary of certain of our employment policies and procedures.  Officers and employees should consult any policies, including any site specific employee or manager handbooks that the Company has implemented.  Company employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association and privacy.  It is the responsibility of directors, officers, employees or distributors/agents to understand and comply with the laws, regulations and policies that are relevant while performing their duties on behalf of the Company.  Failure to comply with labor and employment laws can result in civil and criminal liability against directors, officers, employees and/or the Company, as well as disciplinary action by the Company, up to and including termination of employment or termination of a Distributor/Agent agreement.  Directors, officers, employees or distributors/agents should contact their local HR representative and/or the Senior Officer(s) if they have any questions about the laws, regulations and policies that apply to them.

Harassment and Discrimination

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or other characteristic protected by law.  The Company also prohibits harassment based on these characteristics in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees.  Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display in the workplace of sexually suggestive or racially degrading objects or pictures.

If a director, officer or employee has any complaints about discrimination or harassment, he or she should report such conduct to a supervisor, HR Representative and/or the Senior Officer(s). Alternately, the complaint may be submitted to the Audit Committee using the following mechanisms [email protected] or by calling an anonymous voice mail box at 908-485-3768.  All complaints will be treated with sensitivity and discretion.  A supervisor, HR Representative and/or the Senior Officer(s) and the Company will protect the confidentiality of a person making any complaint to the extent possible, consistent with law and the Company’s need to investigate the matter.  Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action by the Company, up to and including, termination of employment or termination of a Distributor/Agent agreement.  The Company strictly prohibits retaliation against an employee who, in good faith, files a complaint.

Any member of management who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the Senior Officer(s) or HR representative immediately.

Alcohol and Drugs

The Company is committed to maintaining a drug-free work place.  All Company employees must comply strictly with Company policies regarding the abuse of alcohol and the possession, sale and use of illegal substances.  Drinking alcoholic beverages is prohibited while on duty or on the premises of the Company, except at specified Company-sanctioned events or as otherwise authorized by management.  Possessing, using, selling or offering illegal drugs and other controlled substances is prohibited under all circumstances while on duty or on the premises of the Company.  Likewise, directors, officers, employees or distributors/agents are prohibited from performing their duties or reporting for work, or driving a Company vehicle or any vehicle on Company business, while under the influence of alcohol or any illegal drug or controlled substance.  Site specific policies can be found by contacting your site HR Representative.

Violence Prevention

The safety and security of Company employees is vitally important.  The Company will not tolerate violence or threats of violence in, or related to, the workplace.  If a director, officer or employee experiences, witnesses or otherwise becomes aware of a violent or potentially violent situation that occurs on the Company’s property or affects the Company’s business, he or she must immediately report the situation to a supervisor, site HR representative and/or the Senior Officer(s).

XXII.   Amendment, Modification and Waiver

This Code may be amended, modified or waived by the Board of Directors and waivers may also be granted by the Corporate Governance Committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the Nasdaq Stock Market.