1.0 Introduction

Solenis is firmly committed to conducting business throughout the world in accordance with the highest legal and ethical rules and principles. The Supplier Code of Conduct is the cornerstone of this commitment and sets the standards for our actions.

2.0 Scope and application

The SCoC applies to all our suppliers worldwide and to become or remain a valued partner Solenis requires its suppliers, their employees, their affiliated entities, their agents or anyone acting on behalf of the suppliers1 to comply with this code. SCoC is not exhaustive and suppliers are expected to use good judgment to ensure appropriate conduct relative to all applicable laws, regulations, standards and topics that are not specifically addressed in this document. We promote an open dialogue with all our suppliers and collaborate with them to help them meet our requirements.

This SCoC outlines minimum standards for our suppliers in addition to applicable laws and regulations, and it forms an integral part of all contracts between the supplier and Solenis. If there are differences between the requirements of laws and regulation and this SCoC, or between the supplier’s own code of conduct and this SCoC, the supplier must adhere to whatever is stricter.

If Solenis finds that the supplier is not acting in compliance with this SCoC, Solenis will specify which issues need to be corrected or improved. The supplier must then take corrective actions promptly and provide adequate evidence of improvements. Solenis nevertheless reserves the right to cancel outstanding orders, suspend future orders, and/or terminate the main contract with the supplier in case of a material breach of this SCoC or the supplier refusing to take corrective actions.

3.0 Standards

Solenis SCoC is based on the Ten Principles of the United Nations Global Compact initiative, the United Nations Guiding Principles on Business and Human Rights, and the International Labor Organization's Declaration on Fundamental Principles and Rights at Work. With an extensive global supplier base, these requirements present us with an opportunity to truly drive change in the world.

3.1 Legal Standards

We understand that the future success of our suppliers depends upon understanding the laws and regulations that apply to their business wherever they operate. We set a minimum standard of compliance with the law but expect our suppliers to hold themselves to higher standards of compliance.

• Antitrust and competition laws: Suppliers shall comply fully with the antitrust and competition laws in the countries in which they operate. These laws are designed to encourage and protect free and fair competition and may restrict or prohibit price-fixing, bid-rigging, market allocation and other unfair trade practices. (See the Solenis Antitrust and Competition Law policy, SL-POL-004.001.)
• Business integrity, anti-corruption: Suppliers must comply with all applicable anti- corruption laws and regulations including the U.S. Foreign Corrupt Practices Act. Suppliers are prohibited from making, offering or promising anything of value to any person – including any foreign official – for the purpose of corruptly influencing any act or failure to act on the part of that official to obtain or retain business for Solenis or any other person. Any violation of applicable anti-corruption laws is strictly prohibited and will result in immediate termination of contract. (See the Solenis Anti-corruption policy, SL-POL-004.004.)
• Trade regulations: Suppliers must comply with all the sanctions, export controls and anti-boycott laws and regulations that may apply to Solenis. (See the Solenis Trade Compliance policy, SL-POL-004.011).
• Financial integrity: Suppliers must accurately and reliably report and record information regarding their business activities, company structure, financial situation and business performance in accordance with prevailing industry practices and applicable laws and regulations. Suppliers must also conduct business in a manner that is in line with any local tax laws that may apply to their operations and under no circumstances engage in conduct that can be characterized as “tax evasion” as further defined in Solenis’ Anti-facilitation of Tax Evasion policy, SL-POL-004.028.
• Operating licenses: Suppliers shall have appropriate licenses, registrations and certifications required to conduct business in the locations in which they operate.
• Data privacy: Suppliers shall have an established information security system and adequate protections relative to Solenis’ information, and the information of its customers, employees, and third parties, consistent with applicable law.
• Intellectual property: Suppliers must respect intellectual property rights and must maintain controls to safeguard Solenis’ name, logo, trademarks, confidential information and other intellectual property against unauthorized use, modification and damage.

3.2 Labor and employment-related standards

Solenis believes in treating all people with dignity and respect and is committed to protecting human rights. As a global company, Solenis is committed to maintaining safe and professional work environments where employees are free from violence, harassment and discrimination. We expect our suppliers to do the same.

• Human Rights: We are committed to the principles of the Universal Declaration of Human Rights and the United Nations’ Global Compact, and we expect our suppliers and business partners to share these principles. We seek to ensure that materials used in our products come from socially responsible sources. We do not tolerate, contribute to, or facilitate any activity that fuels conflict or violates human rights. (See the Solenis Human Rights policy, SL-POL-004.030.)
• Involuntary labor and human trafficking: Suppliers must not engage in or support forced or compulsory labor as defined by the International Labor Organization (ILO) Forced Labor Convention No. 29, including prison, bonded, indentured, slavery and human trafficking practices. All work performed must be voluntary and employees have the right to terminate employment with reasonable notice.
• Child labor shall not be used: There shall be no recruitment of child labor (work if which it is carried out is likely to harm the health, safety or morals of children). Companies shall develop or participate in and contribute to policies and programs which provide for the transition of any child found to be performing child labor to enable her or him to attend and remain in quality education until no longer a child (any person under the age of 15). Children and young persons under 18 shall not be employed at night or in hazardous conditions. These policies and procedures shall conform to the provisions of the relevant ILO standards.
• Working hours: Working hours must comply with national laws, collective bargaining agreements, whichever affords the greater protection for workers based on international labor standards.
• Freedom of association and the right to collective bargaining: Workers, without distinction, have the right to join or form trade unions of their own choosing and to bargain collectively. The employer adopts an open attitude toward the activities of trade unions and their organizational activities. Workers’ representatives are not discriminated against and have access to carry out their representative functions in the workplace. Where the right to freedom of association and collective bargaining is restricted under law, the employer facilitates, and does not hinder, the development of parallel means for independent and free association and bargaining.
• Occupational health and safety (OHS): Ensure that its personnel have received appropriate OHS training, strive to increase its employees’ and sub-contractors' awareness of health and safety issues, and enhance safety culture through open communications.
• Wages and benefits: Wages and benefits paid for a standard working week meet, at a minimum, national legal standards or industry benchmark standards, whichever is higher. In any event, wages should always be enough to meet basic needs and to provide some discretionary income. All workers shall be provided with written and understandable information about their employment conditions in respect to wages before they enter employment and about the particulars of their wages for the pay period concerned each time that they are paid. Deductions from wages as a disciplinary measure shall not be permitted, nor shall any deductions from wages not provided for by national law be permitted without the expressed permission of the worker concerned. All disciplinary measures should be recorded.
• Working conditions are safe and hygienic: A safe and hygienic working environment shall be provided, bearing in mind the prevailing knowledge of the industry and of any specific hazards. Adequate steps shall be taken to prevent accidents and injury to health arising out of, associated with, or occurring in the course of work, by minimizing, so far as is reasonably practicable, the causes of hazards inherent in the working environment. Workers shall receive regular and recorded health and safety training, and such training shall be repeated for new or reassigned workers. Access to clean toilet facilities and to potable water, and, if appropriate, sanitary facilities for food storage shall be provided. Accommodation, where provided, shall be clean, safe and meet the basic needs of the workers. The company observing the code shall assign responsibility for health and safety to a senior management representative.
• Anti-harassment: Suppliers are expected to create a work environment free from unwelcome conduct, whether verbal, nonverbal or physical, based on a person’s age, disability, gender, genetic characteristic, national origin, race, color, religion, sexual orientation, veteran status or other protected group status. Harassment includes unwelcome sexual advances, requests for sexual favors, and other unwelcome verbal or physical conduct of a sexual nature. We do not tolerate harassment of our employees by anyone with whom our employees come into contact while conducting business. (See the Solenis Anti-harassment policy, SL-POL-003.001.)
• Anti-discrimination: Suppliers shall not discriminate against employees based on race, color, national origin, religion, gender, age, disability, marital or partnership status, sexual orientation, veteran status, political opinions or any other personal characteristic protected by law in each locality. Any exclusions or preferences in the work environment made on these bases, which results in impaired equality, are prohibited. Suppliers are expected to hire employees based only on their job-related competence and, if requested, must be able to provide their company’s written policy statement on the prevention of discrimination in the workplace.

3.3 Ethical Standards

Solenis acts with integrity and honesty and always maintains the highest standards for business responsibility in accordance with laws and ethical principles. Solenis expects its suppliers to adhere to the same laws and principles.

• Conflicts of interest: Suppliers must do business in a way that is open, transparent and with the highest integrity. A potential conflict of interest exists if a supplier’s employee or his or her family member has a close relationship with a Solenis employee who can make decisions which impact the supplier’s business. Suppliers must disclose any conflicts of interest to Solenis prior to commencing business or whenever they arise. (See the Solenis Conflicts of Interest policy, SL-POL-004.002.)
• Diversity: Solenis believes in the value of diversity and is committed to actively creating an environment where each team member feels empowered to learn, grow, and maximize his or her personal contribution. Celebrating the similarities and differences that shape each of us will continue to encourage innovative thinking and drive the kind of sustainable, competitive advantage that will help us grow and prosper for decades to come. We expect our suppliers to be inclusive and ensure that their employees and other stakeholders are always treated with dignity and respect.
• Contribute to the positive social and economic development of the communities: Supplier must:
  • Strive to contribute to the positive social and economic development of the communities impacted by its operations and minimize any negative impacts of its operations on those communities.
  • Strive to engage in meaningful dialogue with impacted communities.

3.4 Commitment to environment and product sustainability and safety

We expect our suppliers to be aligned with our commitment to sustainability, and as we strive to contribute, with good relationships, to the local communities in which Solenis operates, our suppliers are expected to do the same.

• Safeguarding the natural environment / social responsibility: Our suppliers will commit to protect the human and natural environment through the efficient use of resources and actions designed to prevent pollution, promote recycling and the sustainable use of natural resources, and minimize waste.
  • Product safety and sustainability: We expect suppliers to identify and look for opportunities to reduce any negative environmental impacts of their manufacturing and their products during their life cycle, ensure their products are made and developed to the highest ethical and safety standards and follow applicable laws and regulations on product safety, including communication of hazards and information about the safe use of chemicals if applicable.
  • Sourcing of materials: Many U.S. companies are required to track the use of certain minerals known as “conflict minerals.” We will actively work with suppliers and strive to ensure that any minerals incorporated into our products and / or processes come from conflict-free sources. Suppliers are required to supply information about their use of these minerals in products sold to Solenis upon commencement of business or as requested. (See the Solenis
  Conflict Minerals policy, SL-POL-008.012.)

4.0 Reporting

The supplier must immediately report any non-compliance with this SCoC to Solenis. The supplier and any of its employees may report their concerns confidentially to supplierrisk@solenis.com.
Non-compliance with the SCoC can also be reported in accordance with Solenis’ Reporting policy. Solenis employees can share their concerns with direct or indirect managers or with the Office of Ethics and Compliance: ethicsandcompliance@solenis.com.

Anonymous reports can be submitted internally on via the “Share Your Concern” page. A link can be found at the top of every page of the Solenis intranet.

5.0 Owner

Chief Procurement Officer

6.0 Exceptions

Solenis follows the Ten Principles of the United Nations Global Compact and exceptions apply to the suppliers that are participants of this Global pact.

7.0 Revision History

Revised effective date: July 18, 2022