Business Conduct and Ethics
In particular, Section 9 (Confidentiality) of Mosaic's Code of Business Conduct and Ethics was revised to clarify that transmitting or posting any non-public information about Mosaic or any of its affiliates, customers or suppliers (including by means of an electronic chat room or message board) to any organization or individual not authorized to receive or possess it, is strictly prohibited and a violation of company policy.
As a publicly traded company, Mosaic is highly regulated by the U.S. Securities and Exchange Commission. Employees, officers and directors who have access to confidential information are not permitted to use or share that information for stock trading purposes. Dissemination of non-public information about Mosaic may constitute a violation of law and can have an adverse impact on Mosaic's relationships with its customers, suppliers and stockholders. We believe the changes made to Mosaic's Code of Business Conduct and Ethics are in keeping with both the letter and the spirit of the U.S. securities laws and existing company policy and expect that all employees, officers and directors will strictly adhere to the Code.
If you have any questions regarding the Code of Business Conduct and Ethics, please consult Mosaic's General Counsel.
Code of Business Conduct and Ethics for Directors, Officers and Employees
Introduction
This Code of Business Conduct and Ethics (the "Code") covers a wide range of business practices and procedures for The Mosaic Company ("Mosaic" or the "Company"). This Code does not cover every issue that may arise, but it sets out basic principles to guide all employees, officers and directors of the Company. The business practices and procedures included in this Code are designed to complement and support the Company's Guiding Principles that all employees, officers, directors and agents are expected to follow:
- Mosaic will comply with the laws of all countries to which it is subject.
- Mosaic will not knowingly assist any third party to violate any law of any country by creating false documents or any other means.
- Mosaic will not pay or receive bribes or participate in any other unethical, fraudulent or corrupt practice.
- Mosaic will always honor all business obligations that it undertakes with absolute integrity.
- Mosaic will keep its business records in a manner that accurately reflects the true nature of its business transactions.
- Mosaic managers and supervisors will be responsible that employees, consultants and contract workers under their supervision are familiar with applicable laws and Company policies and comply with them. Further, they will be responsible for preventing, detecting and reporting any violations of law or Mosaic policies.
- Mosaic employees will not become involved in situations that create a conflict of interest between the Company and the employee.
All of the Company's employees, officers and directors are expected to read and become familiar with the ethical standards described in this Code, must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Company's employees, officers and directors may be required periodically to certify, in writing, compliance with the Code or to describe any deviations known to them. The Code also should be provided to and followed by the Company's agents and representatives, including consultants.
The Company's Board of Directors is responsible for setting the standards of business conduct contained in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company's industry, the Company's own business practices, and the prevailing ethical standards of the communities in which the Company operates. While the Company's General Counsel will oversee the procedures designed to implement this Code to ensure that they are operating effectively, it is the individual responsibility of each director, officer and employee of the Company to comply with this Code.
If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. Questions should be referred to the employee's supervisor or to the Company's General Counsel.
Those individuals who violate the standards in this Code, or who make false attestations as to their compliance with this Code, will be subject to appropriate, case specific disciplinary action, which may include demotion or termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Sections 14 and 15 of this Code.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees, officers and directors must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees, officers and directors are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
From time to time each year and at any time, if requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including competition and insider trading laws.
2. Conflicts of Interest
A "conflict of interest" exists when a person's private interests interfere in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and/or their family members may create conflicts of interest and are expressly prohibited, with the exception of preapproved Company loans to employees for moving and relocation, or except as otherwise expressly approved, in writing, by the appropriate officers and/or directors of the Company in accordance with written Company policies.
It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. Company employees are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on behalf of the Company.
Directors and employees of the Company should notify and inform the General Counsel of the Company prior to accepting an appointment to the board of directors or the advisory board of any public or privately held company. The disclosure requirements and other possible conflict of interest issues involved will be analyzed and discussed at the time of any such notification.
Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Company's Board of Directors. Conflicts of interest may not always be clear-cut, so if an employee has a question, he or she should consult with his or her supervisor or the Company¿s General Counsel. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 15 of this Code.
3. Insider Trading
Employees, officers and directors who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company and its business relationships should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist the Company in its efforts to ensure compliance with laws against insider trading, the Company has adopted a specific policy governing employee's trading in securities of the Company. This policy is posted on the Company's employee website and will be made available to every employee. If you have any questions, please consult the Company's General Counsel.
4. Corporate Opportunities
Employees, officers and directors of the Company are prohibited from personally taking advantage of opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee or director may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
5. Competition and Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee of the Company should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee of the Company should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
To build and maintain the Company's valuable reputation, compliance with our quality processes and safety requirements is essential. In the context of ethics, quality requires that our products and services be designed and manufactured to meet our obligations to customers. All inspection and testing documents must be handled in accordance with all applicable regulations.
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, director, agent, or family member thereof, unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) cannot be construed as a bribe or payoff, and (4) does not violate any laws or regulations. Business gifts given or received should be of nominal value. Employees should discuss with their supervisors or the Company¿s General Counsel any gifts or proposed gifts that they are not certain are appropriate.
6. Discrimination and Harassment
The diversity of the Company's employees, officers and directors is a tremendous asset and resource for the Company. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics, sexual preference, religious beliefs, and unwelcome sexual advances.
7. Health and Safety
The Company strives to provide each employee with a safe and healthy work environment and to conduct its activities in full compliance with all applicable environmental laws. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
8. Record-Keeping
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company's Corporate Controller. All of the Company¿s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds, assets or obligations are prohibited and should not be maintained.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This policy applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company's Law Department.
9. Confidentiality
Employees, officers and directors must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the Company's legal counsel, or as may otherwise be required by applicable laws or regulations. Confidential information includes all nonpublic information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Confidential information also includes information that suppliers and customers have entrusted to us. Without in any way limiting the foregoing, transmitting or posting any non-public information about the Company or any of our affiliates, customers or suppliers (including by means of an electronic chat room or message board) to any organization or individual not authorized to receive or possess it, is strictly prohibited and a violation of Company policy. The obligation to preserve confidential information continues even after employment or directorship terminates.
10. Protection and Proper Use of Company Assets
All employees, officers and directors should endeavor to protect the Company¿s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.
The obligation of employees, officers and directors to protect the Company¿s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy, and it also could be illegal and result in civil or criminal penalties.
11. Payments to Government Personnel
The U.S. Foreign Corrupt Practices Act ("FCPA") prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. Making illegal payments to government officials of any country is strictly prohibited. In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Questions and/or requests for interpretations should be reviewed and all actions preapproved by Company legal counsel responsible for FCPA compliance.
12. Anti-Boycott Laws
U.S. law prohibits U.S. persons from taking actions or entering into agreements that have the effect of furthering any unsanctioned boycott of a country that is friendly to the United States. This prohibition applies to persons located in the United States (including individuals and companies), U.S. citizens and permanent residents anywhere in the world, and most activities of U.S. subsidiaries abroad. In general, these laws prohibit the following actions (and agreements to take such actions) that could further any boycott not approved by the United States: (1) refusing to do business with other persons or companies (because of their nationality, for example); (2) discriminating in employment practices; (3) furnishing information on the race, religion, gender, or national origin of any U.S. person; (4) furnishing information about any person's affiliations or business relationships with a boycotted country or with any person believed to be blacklisted by a boycotting country; or (5) utilizing letters of credit that contain prohibited boycott provisions.
The Company is required to report any request to take action, or any attempt to reach agreement on such action, that would violate these prohibitions. Each employee should understand the policies of their business unit that are designed to ensure compliance with these laws. All employees should also be alert to the fact that boycott related requests can be subtle and indirect. Questions and/or requests for interpretations should be reviewed and all actions preapproved by the Company¿s legal counsel responsible for anti-boycott compliance.
13. U.S. Embargoes and Sanctions
The Company engages in a significant amount of international trade. The Company complies fully with U.S. economic sanctions and embargoes restricting U.S. persons, corporations and, in some cases, foreign subsidiaries, from doing business with certain countries, groups and individuals, including organizations associated with terrorist activity and narcotics trafficking. Economic sanctions may prohibit doing business of any kind with targeted governments and organizations, as well as individuals and entities that act on their behalf. U.S. economic sanctions also may restrict investments in certain targeted countries, as well as trading in goods, technology, and services with a targeted country. U.S. persons may not approve or facilitate transactions by a third party that the U.S. person could not do directly. Questions and/or requests for interpretations should be reviewed and all actions preapproved by the Company's legal counsel responsible for compliance with U.S. economic sanctions.
14. Reporting any Illegal or Unethical Behavior
Employees, officers and directors are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. The Company's General Counsel or Vice President-Human Resources, in conjunction with the internal management Business Conduct Committee of the Company, will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. To report illegal or unethical behavior, or if you have a question regarding the appropriate course of action, follow the guidelines described in Section 15 of this Code.
Employees must read the Company¿s Employee Complaint Procedures for Accounting and Auditing Matters below, which describes the Company's procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
15. Compliance Procedures
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. All employees should keep the following steps keep in mind when evaluating a possible violation of the Code:
- Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This question will enable you to focus on the specific situation you are faced with, and the alternatives you may have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? If so, it may help to get others involved and discuss the problem.
- Discuss the problem with your supervisor. This recommendation is basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor¿s responsibility to help solve problems.
- Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or in situations where you do not feel comfortable approaching your supervisor with your question, please discuss the issue with the Vice President of your functional organization, the Company¿s General Counsel or the Company¿s Vice President¿Human Resources. Inside the United States you may also call the Company's toll-free Ethics Hot Line at 800.461.9330 and outside the United States you may call collect to 720.514.4400, to leave a confidential message, on an anonymous basis, if desired, to inform the Company of the specific issue in question. In addition, the Company has contracted with a confidential and anonymous incident reporting system called "MySafeWorkplace" where you may submit concerns, on an anonymous basis, if desired, via the internet by logging onto www.mysafeworkplace.com.
- You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, the Company will take steps to ensure your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
- Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
16. Code of Ethics for Senior Financial Officers
The Chief Executive Officer, Chief Financial Officer, Treasurer and Corporate Controller and the other senior financial officers of the Company performing similar functions who have been identified by the Chief Executive Officer (collectively, the "Senior Financial Officers") are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Securities and Exchange Commission ("SEC"). In addition to being bound by all other provisions of the Company's Code of Business Conduct and Ethics, the Chief Executive Officer and all Senior Financial Officers of the Company are subject to the following specific provisions:
- The CEO and each Senior Financial Officer shall act with honesty and integrity in the performance of his or her duties at the Company, shall comply with laws, rules and regulations of federal, state and local governments and other private and public regulatory agencies that affect the conduct of the Company's business and the Company's financial reporting.
- The Chief Executive Officer and each Senior Financial Officer of the Company shall promptly bring to the attention of the internal management Disclosure Committee of the Company any material information of which he or she may become aware that could affect the disclosures made by the Company in its public filings or otherwise assist management in fulfilling its responsibilities.
- The Chief Executive Officer and each Senior Financial Officer shall promptly bring to the attention of the internal management Disclosure Committee and the Audit Committee of the Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data, or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
- The Chief Executive Officer and each Senior Financial Officer of the Company shall promptly bring to the attention of the Audit Committee of the Board of Directors any information he or she may have concerning any violation of this Code by any employee of the Company who has a significant role in the Company's financial reporting, disclosures or internal controls.
- The Chief Executive Officer and each Senior Financial Officer of the Company shall promptly bring to the attention of the Company's General Counsel and the Audit Committee of the Board of Directors any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of this Code or of these additional procedures.
- The Chief Executive Officer and each Senior Financial Officer of the Company shall promptly bring to the attention of the Company's General Counsel and the Audit Committee of the Board of Directors, any material transaction or relationship that arises and of which he or she becomes aware that reasonably could be expected to give rise to an actual or apparent conflict of interest.
- The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code by the Chief Executive Officer and the Company's Senior Financial Officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code, and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits and termination of the individual's employment.
17. Employee Complaint Procedures for Accounting and Auditing Matters
Any employee of the Company may submit a good faith complaint regarding accounting or auditing matters to the management of the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. The Audit Committee of the Board of Directors will oversee treatment of employee concerns in this area.
In order to facilitate the reporting of employee complaints, the Audit Committee of the Board of Directors has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters (collectively, "Accounting Matters").
Receipt of Employee Complaints
- Employees with concerns regarding Accounting Matters may report their concerns to the Company's General Counsel.
- Employees may forward complaints on a confidential or anonymous basis to the Chairman of the Audit Committee of the Company's Board of Directors via email at the following address which will be accessed by the General Counsel on behalf of the Audit Committee: auditchair@mosaicco.com.
- Employees may call the Company's toll-free Ethics Hot Line at 800.461.9330 for calls inside the United States, or call collect to 720.514.4400 outside the United States, to leave a confidential message, on an anonymous basis, if desired, to inform the Audit Committee of the specific issue in question.
- Employees can also submit issues regarding Accounting Matters, on an anonymous basis, if desired, online at www.mysafeworkplace.com.
Scope of Matters Covered by these Procedures
- These procedures relate to employee complaints relating to any Accounting Matters, including, without limitation, the following:
- fraud or deliberate error in the preparation, evaluation, review or audit of any financial statements of the Company;
- fraud or deliberate error in the recording and maintaining of any financial records of the Company;
- deficiencies in or noncompliance with the Company's internal accounting controls;
- misrepresentation or false statement to or by a senior officer or accountant with respect to a matter contained in the financial records, financial statements or audit reports of the Company; or
- deviation from full and fair reporting of the Company's financial condition.
Treatment of Complaints
- Upon receipt of a complaint, the Company¿s General Counsel will (1) determine whether the complaint actually pertains to Accounting Matters, and (2) when possible, acknowledge receipt of the complaint to the sender.
- Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the General Counsel or another senior officer of the Company designated by the Audit Committee (or such other persons as the Audit Committee determines to be appropriate). Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
- Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
- The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of his or her employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
Reporting and Retention of Complaints and Investigations
The General Counsel of the Company will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained as directed by the Audit Committee.
18. Waivers of the Code
Every effort will be made to resolve potential conflicts of interest or potential violations of this Code when these situations are disclosed promptly to management and the parties involved have acted in good faith. In the unlikely event potential conflicts of this Code cannot be resolved, waivers will only be given for matters where it is absolutely appropriate under the circumstances and granting of such a waiver will not present a material financial or reputational risk to the Company. Any waivers for executive officers and directors must be approved, in advance, by the Company¿s full Board of Directors, or the Audit Committee as appropriate, and will be promptly disclosed as required by applicable law or stock exchange regulation.
As Adopted on February 13, 2008