COMPANY POLICY CODE OF BUSINESS CONDUCT AND ETHICS

Transcription

1 COMPANY POLICY Number: Effective Date: 6/28/89 Revision: 05/13/13 Reviewed: 02/03/16 Approved: Board of Directors of Appvion, Inc. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE. The purpose of this Code of Business Conduct and Ethics is to promote honest and ethical conduct, focus the Board of Directors and management of Appvion, Inc. ( Appvion ) on areas of ethical risk, provide guidance to directors, officers and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct and help to preserve the culture of honesty and accountability at Appvion, its parent Paperweight Development Corp. and their subsidiaries (collectively, the Company ). II. SCOPE AND ADMINISTRATION. This Code applies to all directors, officers and employees of the Company (each a Covered Person ). This Code will be administered and interpreted by Appvion s Law Department. The Appvion Law Department is authorized to formulate and implement rules, procedures and educational programs designed to promote the effectiveness of this Code and respond to questions concerning this Code and its application to specific situations. Appvion s Law Department will report as necessary to the Audit Committee of the Board of Directors of Paperweight Development Corp. regarding compliance by Covered Persons with this Code no less frequently than annually. If questions exist with respect to this Code, they should be referred to Appvion s Law Department ( ) at the earliest possible time. III. CONFLICTS OF INTEREST. Except with the prior knowledge and consent of Appvion, no Covered Person will have a conflict of interest with the Company. A conflict of interest occurs when a Covered Person s private interest interferes in any way or even appears to interfere with the interests of the Company as a whole. The following list will serve as a guide to the types of transactions and relationships that might cause a conflict of interest and that should be considered as covered by this Code: A. Actions taken by a Covered Person or interests that a Covered Person has that may make it difficult to perform his or her work for the Company objectively and effectively. 1

2 B. Ownership by a Covered Person or any member of his or her family of a substantial financial interest in any outside concern that either does a material amount of business, from the standpoint of either party, with the Company, whether as a supplier, dealer, or customer, or is a competitor of the Company. C. Substantial management control by a Covered Person or any member of his or her family of any outside concern that either does a material amount of business, from the standpoint of either party, with the Company, whether as a supplier, dealer, or customer, or is a competitor of the Company. D. Performance by a Covered Person of services to any outside concern or individual that either does a material amount of business, from the standpoint of either party, with the Company, whether as a supplier, dealer or customer, or is a competitor of the Company. E. Representation of the Company by a Covered Person in any transaction in which the Covered Person or any member of his or her family has a substantial interest. F. Acceptance by a Covered Person or any member of his or her family of improper personal benefits as a result of the Covered Person s position in the Company, such as gifts of more than token value, loans to, or guarantees of obligations of, the Covered Person or any member of his or her family (other than from established banking or financial institutions), excessive entertainment, or other substantial favors from any outside concern or individual which does or is seeking to do business with, or is a competitor of, the Company. G. Disclosure or use of confidential information for the personal profit or advantage of the Covered Person or anyone else. The foregoing list is only a guide to assist Covered Persons in identifying potential conflicts of interest. The existence of a conflict of interest can be determined only upon review of the particular circumstances in the context of the Covered Person s activities within the Company. Therefore, Covered Persons are required to report promptly to Appvion s Law Department (or to the Chairman of the Audit Committee to the extent a matter seems to involve the Law Department) any material transaction or relationship of which they have knowledge that reasonably could be expected to give rise to such a conflict of interest. For purposes of this Code, the term family will be deemed to include a Covered Person s spouse, parents, grandparents, children, grandchildren, siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and sisters-in-law. 2

3 IV. CORPORATE OPPORTUNITIES. Covered Persons are expected to perform their duties in a manner that advances the Company s legitimate interests. Covered Persons are prohibited from: A. Taking for themselves personally opportunities that are discovered through the use of the Company s property or information or through their position with the Company; B. Using the Company s property or information or their position with the Company for their own personal gain; and C. Competing with the Company. V. CONFIDENTIALITY. Trade secrets and other proprietary information of the Company and its customers and suppliers, employee data, information about the Company s customers and suppliers, and all other nonpublic information that might be of use to the Company s competitors or harmful to the Company or its customers, if disclosed, is confidential information. Confidential information should be protected by all Covered Persons and, except to the extent legally required or specifically authorized by an appropriate representative of the Company, should not be disclosed to persons inside or outside the Company who do not have a legitimate, work-related need to know such information. The loss of this information through inadvertent or improper disclosure could be harmful to the Company and its customers and suppliers. VI. PROTECTION AND PROPER USE OF COMPANY ASSETS. All Covered Persons are expected to protect and help to ensure the efficient use of the Company s assets, including trade secrets, proprietary information, equipment and other property created, obtained or compiled by or on behalf of, or during the Covered Person s employment with, the Company. All Company assets should be used for a legitimate business purpose. The misuse or removal from Company facilities of Company assets is prohibited, unless specifically authorized by an appropriate representative of the Company. Theft, carelessness and waste of Company assets have a direct impact on the Company s financial condition and results of operations. VII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS. A. General. The activities of the Company must always be in full compliance with all laws, rules and regulations of the jurisdictions in which the Company conducts its business. The Company expects all Covered Persons to follow the spirit as well as the letter of the law. B. Competitive Conduct And Commercial Practices. The Company will compete fairly in the marketplace and, accordingly, no Covered Person will engage in unfair or illegal trade practices. Covered Persons are expected to deal fairly with the Company s customers, suppliers, competitors and employees. C. Insider Trading. In order to comply with its obligations under the federal securities laws, the Company has adopted insider trading rules as set forth in Exhibit 1. 3

4 D. Related Party Transactions. In order to comply with certain corporate law and federal securities law requirements, the Company has adopted the Related Party Transactions Policy as set forth in Exhibit II. VIII. ACCOUNTING PRACTICES, PUBLIC FILINGS AND COMMUNICATIONS. Appvion s policy is that strict compliance with prescribed accounting procedures and controls will be practiced at the Company at all times. All assets, liabilities, income and expenses shall be correctly identified and recorded in the appropriate Company books of account. No Covered Person shall make any false or misleading statement to internal or independent auditors or conceal or omit information necessary to make statements to such auditors meaningful. No Covered Person will withhold any books or records relevant to any subject under review from the internal or independent auditors. Appvion s chief executive officer and chief financial officer are ultimately responsible for promoting full, fair, accurate, timely and understandable disclosure in the reports and documents that Appvion files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company ( Reports ). However, to the extent requested to provide information to be included in, or to participate in the preparation of, Reports, Covered Persons, including Appvion s controller and principal accounting officer, are responsible for providing such information and in preparing such Reports in a manner that will help to ensure the full, fair, accurate, timely and understandable disclosure of such information in the Reports. Covered Persons are expected to report concerns regarding questionable accounting or auditing matters. IX. REPORTING VIOLATIONS. The Company is committed to supporting Covered Persons in meeting the ethical standards of conduct set forth in this Code and expects all Covered Persons to uphold these standards. Covered Persons are encouraged to talk to supervisors, managers or a member of Appvion s Law Department when in doubt about the best course of action in a particular situation. If a Covered Person becomes aware of anything that occurs which could in any way be construed as a fraudulent or illegal act or otherwise in violation of this Code, the Covered Person is responsible for reporting such occurrence by contacting Appvion s Law Department ( ) at the earliest possible time. If any such violation seems to involve Appvion s Law Department, the matter should be reported to the Chairman of the Audit Committee of Paperweight Development Corp. Covered Persons are expected to cooperate in internal investigations of actual or apparent violations of this Code. To the fullest extent possible, efforts will be made to keep confidential the identity of any Covered Person who reports a violation. It is also the Company s policy to prohibit retaliation against Covered Persons who report actual or apparent violations of this Code in good faith. However, Covered Persons who have participated in the wrongdoing or knowingly or recklessly provided false information may be subject to corrective action, up to, and including, dismissal. 4

5 X. PENALTIES FOR VIOLATIONS. Violations of this Code or failure to cooperate with an internal investigation of an actual or apparent violation of this Code may constitute grounds for corrective action, up to, and including, immediate dismissal. XI. COMPLIANCE REPORTING. In order to help ensure compliance with this Code, each of the following individuals will be required to complete and return a compliance report and certification on an annual basis: A. Directors, B. Officers and their direct reports, and C. Other Covered Persons with positions or responsibilities similar to those listed above who are designated by Appvion from time to time. XII. WAIVER. Any waiver of the provisions of this Code for any directors or executive officers of the Company may be made only by the Board of Directors of Appvion or Paperweight Development Corp. or the Audit Committee of the Board of Directors of Paperweight Development Corp. Any other waiver of the provisions of this Code may be made by Appvion s chief executive officer, in consultation with Appvion s Law Department. Any waivers granted to directors or executive officers of the Company will be promptly disclosed to Appvion s security holders. 5

6 Exhibit 1 POLICY ON PREVENTION OF INSIDER TRADING A. INTRODUCTION AND PURPOSE Appvion, Inc., its parent and its subsidiaries (the Company ) are committed to the highest standards of ethics, as well as to full compliance with both the letter and the spirit of all applicable rules and regulations. In furtherance of that commitment and in order to protect you and the Company from potential violations of 'insider trading' rules, the Company has adopted the following Policy. This Policy is applicable to all directors, officers and employees of the Company. The Policy applies to our employees located in and outside of the United States alike. The restrictions set forth in this Policy will affect when you can purchase or sell any publicly-traded Company securities, which may include stocks and/or bonds, ( Securities ) and when you can make changes to your deferral percentage to the Company Stock Fund. In the normal course of business, you may come into possession of significant, nonpublic information. This kind of information, often referred to as material, nonpublic information in U.S. securities laws, is considered the property of the Company; you have been entrusted with it. Accordingly, you may not seek to profit from it by buying or selling securities yourself or by passing on the information to others to enable them to profit. This rule applies to trading in the Company s Securities, as well as the publicly-traded securities of other companies if you learn something in the course of your employment or relationship with the Company that might affect the value of those other securities. For instance, if you learned that the Company was about to execute a definitive acquisition agreement with another company, it would likely be an insider trading violation for you to buy or sell securities of that other company. The insider trading rules apply both to securities purchases (to make a profit based on good news) and securities sales (to avoid a loss based on bad news). Please see Attachment A for detailed definitions relating to insiders, insider trading and material, nonpublic information. B. OUR POLICY The Basic Policy It is the policy of the Company that no director, officer or other employee of the Company or its subsidiaries (each a Restricted Person ) who is aware of material, nonpublic information may, directly or through family members or other persons or entities, buy or sell Securities of the Company or Paperweight Development Corp. ( PDC ), alter his or her deferral elections or allocations with respect to the Company Stock Fund of the KSOP. It is also the policy of the Company that any Restricted Person in possession of material, nonpublic information, is also prohibited from tipping others. The concept of unlawful tipping includes passing on information to friends or family members under circumstances that suggest that you were trying to help them make a profit or avoid a loss. When tipping occurs, both the tipper and the tippee may be held liable for violations of insider trading rules, and this liability may extend to all those to whom the tippee, in turn, gives the information. 6

7 In addition, it is the policy of the Company that no Restricted Person who, in the course of working for the Company, learns of material, nonpublic information about a company with which the Company does business or with which the Company is in negotiations for a potential acquisition, merger, joint venture, sale or other similar transaction, may trade that company s securities until the information becomes public or is no longer material. Non-Disclosure of Material Non-Public Information Restricted Persons shall take appropriate measures to restrict access to and disclosure of material non-public information. In the event a Restricted Person becomes aware of possible insider trading violations by persons under his or her supervision, he or she should contact the Company s Law Department immediately. Consistent with the foregoing, Restricted Persons should not discuss internal matters or developments with anyone outside of the Company (including family members), except as required in the performance of his or her regular duties. This prohibition applies specifically (but not exclusively) to inquiries about the Company that may be made by the financial press, investment analysts or others in the financial community. Unless an individual is expressly authorized to respond to inquiries of this nature, such inquiries should be referred to the Company s General Counsel, the Company s securities compliance officer, who is currently Tami Van Straten (the Securities Compliance Officer ). Pre-Clearance of Transactions in the Company s Securities Restricted Persons may not engage in any transaction involving the Company s or PDC s Securities, excluding changing deferral elections with respect to the Company Stock Fund of the KSOP, without first certifying that all such transactions will be conducted in compliance with the provisions of this Policy and obtaining the Securities Compliance Officer s pre-clearance of the transaction. The Securities Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. Blackout Periods This Policy prohibits trading in the Company s Securities by directors, officers and other employees designated by the Securities Compliance Officer during the following blackout periods. (a) Quarterly Blackout Periods The Company s announcement of quarterly financial results almost always has the potential to have a material effect on the market for the Company s Securities. Therefore, to avoid even the appearance of trading while aware of material, nonpublic information, Restricted Persons will not be pre-cleared to trade in the Company s Securities during the period beginning ten (10) calendar days prior to the end of each of the Company s fiscal quarters and ending at the close of the second full trading day following the immediately succeeding release of quarterly or annual results by the Company. 7

8 (b) Event-Specific Blackout Periods From time to time, an event may occur that is material to the Company and which is known by only a few directors, officers and other employees. For so long as the event remains material and nonpublic, directors, officers and other employees designated by the Securities Compliance Officer may not trade in the Company s Securities. The existence of an event-specific blackout will not be announced other than to those who are already aware of the event giving rise to the blackout. A Restricted Person subject to an event-specific blackout who requests pre-clearance to trade in the Company s Securities will be informed by the Securities Compliance Officer of the existence of the event-specific blackout period without disclosing the reason for it. Any person made aware of the existence of an event-specific blackout period should not disclose the existence of the blackout for any reason. The failure of the Securities Compliance Officer to designate a person as being subject to an event-specific blackout shall not relieve that person of the obligation not to trade while aware of material, nonpublic information. KSOP Deferrals This Policy does not apply to purchases of stock resulting from your periodic contribution of money to the Company Stock Fund of the KSOP pursuant to your payroll deduction election. This Policy does apply, however, to certain elections, including, an election to increase or decrease the percentage of your periodic contributions after your enrollment. A Restricted Person who is aware of material, nonpublic information may not alter deferral elections with respect to the Company Stock Fund of the KSOP. Solely for purposes of this section, information shall no longer be considered nonpublic after it been disclosed to all KSOP participants or released broadly by the Company to the market place and KSOP participants have had time to absorb the information fully. For the avoidance of doubt, the Blackout Periods described above shall also apply to modifications of deferral elections to the Company Stock Fund of the KSOP. Modifications to deferral elections to the Company Stock Fund of the KSOP will not require pre-clearance (as described under the heading Pre-Clearance of Transactions in the Company s Securities above). Hardship Trades Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception to the basic policy described above. The U.S. securities laws do not recognize such mitigating circumstances, and even the appearance of an improper transaction must be avoided to preserve the Company s reputation for adhering to the highest standard of conduct. Notwithstanding the foregoing, the Company s Securities Compliance Officer may, on a case-by-case basis, authorize trading in the Company s Securities during a restricted period due to financial hardship or other hardships only after (a) the person wishing to trade has notified the Company s Securities Compliance Officer in writing (which writing may be in the form of electronic mail) of the circumstances of the hardship and the amount and nature of the proposed trade(s), and (b) the person trading has certified to the Company s Securities Compliance Officer in writing no earlier than two business days prior to the proposed trade(s) that he or she is not in possession of material, nonpublic information concerning the Company. 8

9 The existence of the foregoing approval procedures does not in any way obligate the Company s Securities Compliance Officer to approve any trades requested by Restricted Persons as hardship applicants. The Company s Securities Compliance Officer may reject any trading requests at his/her sole discretion. Transactions by Family Members The very same restrictions set forth in this Policy apply to each family member who resides with you, anyone else who lives in your household and any other family members whose transactions in the Company s Securities are directed by you or subject to your influence or control. Each Restricted Person is expected to be responsible for the compliance of these persons with this Policy. Termination of Employment or Office The restrictions set forth in this Policy apply to Restricted Persons following the termination of their employment or term of office, as applicable, for such period as the Securities Compliance Officer shall determine such person is likely to be in possession of material, nonpublic information about the Company. Consultation with Counsel Because there are so many gray areas in the law of insider trading, you should not try to make close calls about what is legal or illegal by yourself. Err on the side of caution: either refrain from trading altogether if there is any question in your mind about the propriety of a particular trade, even if it is proposed to take place outside of a blackout period, or consult with the Securities Compliance Officer with respect to a particular trade prior to execution. Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. It is imperative that you use your best judgment. Transactions by the Securities Compliance Officer In the case of a proposed transaction in the Company s Securities by the Securities Compliance Officer, the Chief Executive Officer of the Company shall take such actions as are usually required of the Securities Compliance Officer hereunder. C. THE POSSIBLE CONSEQUENCES OF INSIDER TRADING Consequences Under U.S. Law The possible consequences of insider trading of publicly-traded securities can be severe. Insider trading is a crime, penalized by criminal fines and imprisonment. In addition, the U.S. Securities and Exchange Commission ( SEC ) may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made and are often subjected to an injunction against future violations. Finally, under some circumstances, insider traders may be subjected to civil liability in private lawsuits. 9

10 The Company and its controlling persons (including the board of directors, as well as officers and other supervisory personnel) could also be held vicariously responsible for the insider trading violations of directors, officers and employees if they fail to adopt adequate policies and procedures to prevent insider trading. For all of the foregoing reasons, it is very important, both to you and the Company, that insider trading violations not occur and that the policies detailed in this statement be adhered to. You should be aware that stock market surveillance techniques are becoming more sophisticated all the time, and the chance that U.S. federal authorities will detect and prosecute even small-level trading is a significant one. Company-Imposed Consequences The Company expects strict compliance with this Policy. Failure to observe these procedures will be considered an extremely serious matter and may be grounds for appropriate disciplinary action, including termination of employment. Last Amended: February 23,

11 Attachment A DEFINITIONS Insiders The term insider generally includes any person who possesses material nonpublic information about the Company or its affiliates or subsidiaries, and who has a duty to the Company to keep this information confidential. Insiders include officers and directors of the Company and may include officers and directors of the Company s affiliates or subsidiaries, as well as employees of any of such entities who have access to material information that is not publicly available, or who are working on significant corporate transactions or projects. In addition, a person can be a temporary insider if he or she enters into a relationship to serve the Company or its affiliates or subsidiaries and as a result gains access to inside information. Temporary insiders routinely include the Company s attorneys, accountants, consultants, bankers and the employees of their organizations. Insider Trading Generally, insider trading refers to the use of material nonpublic information to trade in securities or the communication of material nonpublic information to others that may trade on the basis of such information. These same restrictions apply to your family members and others living in your home. You are responsible for the compliance of your family members and others living in your home with this policy. Material Information For information to be material within the meaning of U.S. securities laws, it must be information that the typical investor would likely consider important in making a decision to buy, hold or sell securities. The chances are, if you learn something that leads you to want to buy or sell stock, that information will be considered material. Examples of inside information that may be likely to be deemed material include quarterly or annual financial results, projections of future earnings or losses, or other earnings guidance, a significant increase or decrease in financial results, significant actions by regulatory bodies, commencement of major litigation, a purchase or sale of substantial assets, or a significant merger or acquisition proposal or agreement. It is also important to keep in mind that material information need not be certain or definitive information. Even information concerning events, actions, results, etc. that may happen can be considered material under certain circumstances. Nonpublic Information Nonpublic information is information that is not generally known or available to the public. Information is considered publicly available and thus public only when it has been released broadly to the market place (such as by a press release or a filing with the SEC) and the investing public has had time to absorb the information fully. As a general rule, information is considered nonpublic until the second full trading day after the information has been released. 11

12 Exhibit 2 RELATED PERSON TRANSACTIONS POLICY POLICY The Board of Directors of Appvion, Inc., ( Appvion or Company ) has adopted the following policy with regard to Related Person Transactions, as defined below ( Policy ). Related Person Transactions, which are limited to those described in this Policy, shall be subject to approval in accordance with this Policy. BACKGROUND Appvion s Code of Business Conduct and Ethics Policy, which applies to all employees and directors, provides that all conflicts of interest should be avoided. Pursuant to Item 404 of Regulation S-K of the Securities and Exchange Commission ( SEC ), certain transactions between the issuer and certain related persons need to be disclosed in our filings with the SEC. In addition, under Section 144 of the Delaware General Corporation Law, certain transactions between the Company and our directors and officers may need to be approved by our Board of Directors or a duly authorized committee of the Board. Finally, SEC rules require our Board to assess whether relationships or transactions exist that may impair the independence of our outside directors. This Policy is intended to provide guidance and direction on Related Person Transactions. DEFINITIONS A Related Person Transaction is any transaction directly or indirectly involving any Related Person that would need to be disclosed under Item 404(a) of Regulation S-K. Under Item 404(a), the Company is required to disclose any transaction occurring since the beginning of the registrant s last fiscal year, or any currently proposed transaction, involving the Company where the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. Related Person Transaction also includes any material amendment or modification to an existing Related Person Transaction. Related Person means any of the following: a director (which term when used herein includes any director nominee), an executive officer, a person known by the Company to be the beneficial owner of more than 5% of the Company s common stock (a 5% stockholder ), or a person known by the Company to be an immediate family member of any of the foregoing. Immediate family member means any spouse, children, grandchildren, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or beneficial owner. 12

13 IDENTIFICATION OF POTENTIAL RELATED PERSON TRANSACTIONS Related Person Transactions will be brought to management s and the Board s attention in a number of ways. Each of our directors and executive officers is instructed and periodically reminded to inform our Legal Department of any potential Related Person Transactions. In addition, each such director and executive officer completes a questionnaire on an annual basis designed to elicit information about any potential Related Person Transactions. Any potential Related Person Transactions that are brought to our attention are analyzed by our Legal Department, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a Related Person Transaction requiring compliance with this Policy. REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS The Company s Corporate Governance Committee ( Committee ) will be provided with the details of any new, existing or proposed Related Person Transaction, including the terms of the transaction, the business purpose of the transaction, and the benefits to the Company and to the relevant Related Person. In determining whether to approve a Related Person Transaction, the Committee will consider, among other factors, the following factors to the extent relevant to the Related Person Transaction: whether the terms of the Related Person Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a Related Person; whether there are business reasons for the Company to enter into the Related Person Transaction; whether the Related Person Transaction would impair the independence of an outside director; and whether the Related Person Transaction would present an improper conflict of interests for any director or executive officer of the Company, taking into account the size of the transaction, the overall financial position of the director, executive officer or Related Person, the direct or indirect nature of the director s, executive officer s or Related Person s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant. Any member of the Committee who has an interest in the transaction under discussion will abstain from voting on the approval of the Related Person Transaction, but may, if so requested by the Chairperson of the Committee, participate in some or all of the Committee s discussions of the Related Person Transaction. The Committee will notify, consult and confer with the Audit Committee of the Company s parent, Paperweight Development Corp., as it deems necessary and appropriate in consideration of the facts and circumstances in any Related Person Transaction. Upon completion of its review of the transaction, the Committee may determine to permit or to prohibit the Related Person Transaction. 13

14 A Related Person Transaction entered into without pre-approval of the Committee shall not be deemed to violate this Policy, or be invalid or unenforceable, so long as the transaction is brought to the Committee as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this Policy. 14