Hershey\'s Business Code of Conduct PDF

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Hershey's Business Code of Conduct...

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Code of Ethical Business Conduct

Thank you for your continued dedication to The Hershey Company and your commitment to upholding the standards set forth in our Code.

MESSAGE FROM THE

Chairman of the Board and the CEO Dear Hershey Colleagues: The Hershey Company continues to grow into a global company, evolving to meet the needs of the marketplace, just as we have for more than 100 years. One thing that has not changed is our commitment to operating with the highest ethical standards. This commitment dates to the founding of our Company and has earned Hershey a reputation for fairness and honesty throughout the world. Hershey’s Code of Ethical Business Conduct sets forth the standards by which we conduct our operations. It covers a range of subjects, from the use of corporate funds, to conflicts of interest and protection of Company information. It applies to all directors, officers and employees both in the U.S. and globally, setting a clear expectation that the standards be followed in all job-related activities, regardless of business pressures. Managers have an added responsibility to lead by example and ensure that the Code is followed in areas under their supervision. Regardless of your position in the Company, violations of the Code will not be tolerated. The Code is not a substitute for good judgment, nor does it cover every situation you may encounter during your professional career. The basic principles and standards are here; you must understand and apply them in your work. When in doubt, ask your manager or HR Business Partner for guidance, or contact the Ethical Business Practices Committee, the Disclosure Committee or any senior manager. You also can make a report anonymously by phone using the toll-free Concern Line, on the Internet at www.HersheysConcern.com or by mail. If you make a report in good faith, you will be protected from retaliation. Thank you for your continued dedication to The Hershey Company and for your commitment to upholding the standards set forth in our Code. Best Regards,

John P. Bilbrey President and Chief Executive Officer

James E. Nevels Chairman of the Board of Directors

I

We have each made a commitment to operate ethically and to lead with integrity.

II

Our Commitments We have each made a commitment to operate ethically and to lead with integrity. This commitment is embedded in the Hershey values. Our Code of Ethical Business Conduct (“Code”) shows us how to uphold this commitment as we interact with the various groups that have a stake in our Company’s success. OUR COMMITMENT TO FELLOW EMPLOYEES

OUR COMMITMENT TO STOCKHOLDERS

We treat one another fairly and with respect, valuing the talents, experiences and strengths of our diverse workforce.

We act honestly and transparently at all times, maintaining the trust our stockholders have placed in us.

OUR COMMITMENT TO CONSUMERS

OUR COMMITMENT TO THE GLOBAL COMMUNITY

We maintain the trust consumers place in our brands, providing the best products on the market and adhering to honest marketing practices.

We comply with all global trade laws, protecting our natural resources and supporting the communities where we live, work and do business.

OUR COMMITMENT TO THE MARKETPLACE We deal fairly with our business partners, competitors and suppliers, acting ethically and upholding the law in everything we do.

III

Every day provides new opportunities to do the right thing. Let this Code and your good judgment be your guide.

IV

Table OF Contents

MESSAGE FROM THE CHAIRMAN OF THE BOARD AND THE CEO

I

OUR COMMITMENTS

III

GETTING STARTED

1

OUR COMMITMENT TO FELLOW EMPLOYEES

OUR COMMITMENT TO STOCKHOLDERS

7

Maintain Accurate Financial Records

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Respect and Promote Diversity

7

Manage Records Properly

16 17

14

Maintain a Safe and Healthy Work Environment

8

Safeguard Our Company’s Assets

Safeguard Employee Information

8

Avoid Conflicts of Interest

18

Obey Insider Trading Laws

22

Respond to External Requests Appropriately

24

OUR COMMITMENT TO CONSUMERS

9

Produce Products Consumers Can Trust

9

Market Our Products Ethically

10

OUR COMMITMENT TO THE MARKETPLACE

11

Deal Fairly

11

Comply with Competition and Antitrust Laws

12

Gather and Maintain Third-Party Information Appropriately

13

OUR COMMITMENT TO THE GLOBAL COMMUNITY

25

Follow Global Trade Laws

25

Protect the Environment

28

Support Our Communities

29

Build Sustainable Supply Chains

30

AMENDING AND WAIVING THE CODE

31

ALPHABETICAL INDEX

32

INDEX OF CONTACT INFORMATION

34

V

Our Code outlines the behaviors we must follow to uphold our Company’s ethical standards.

VI

Getting Started WHY DO WE HAVE A CODE? Our Code outlines the behaviors we must follow to uphold our Company’s ethical standards. It shows us how to resolve ethical dilemmas and provides the contact information we should use when we have questions or concerns. For the purposes of this Code, our “Company” or “Hershey” includes all wholly owned entities and affiliates of The Hershey Company.

WHO MUST FOLLOW THIS CODE? All employees, officers and directors must act according to the principles set forth in our Code. We expect everyone working on our Company’s behalf, including consultants, agents, suppliers and business partners, to adhere to our ethical standards. We may never ask a third party to engage in any activity that violates these standards.

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GE T T IN G S T A RT E D

WHAT ARE OUR RESPONSIBILITIES? As employees, officers and directors of Hershey, we have made a commitment to understand and follow the principles set forth in this Code. In addition, we are required to: Familiarize ourselves with and follow all policies, laws and regulations that apply to our jobs

Hershey managers face additional responsibilities. In particular, managers are required to:

Conduct our business according to the highest ethical and legal standards

Act as role models, holding themselves to the highest standards of ethical business conduct

Report concerns and known or suspected misconduct immediately

Reinforce our Code and make sure employees understand the behaviors expected of them

We certify annually our commitment to these principles. At this time, we state that we will disclose any misconduct we know of and have not previously reported, or that we are not aware of any violations of our Code.

Create a positive work environment where employees are comfortable raising questions and concerns Monitor employees’ business conduct to ensure compliance with our Code Ensure employees receive Code training

We must immediately report any known or suspected ethical or legal misconduct.

2

Managers must immediately report any known or suspected ethical or legal misconduct and never retaliate or ignore acts of retaliation against others. Managers who fail to report a violation they know about—or should have known about—may be subject to discipline, up to and including termination. Our executive officers must uphold the above managerial responsibilities, as well as the principles set forth in our Code. In addition, they are responsible for knowing and adhering to the additional obligations that result from their position at Hershey.

GE T T IN G S T A RT E D

When you face an ethical dilemma, think through the issue and reference available resources, such as Company policies and procedures.

HOW WILL I KNOW IF THERE IS A PROBLEM? Our Code attempts to address the most common legal and ethical issues that we might encounter. However, it cannot address every question that may arise. When you face an ethical dilemma, think through the issue and reference available resources, such as Company policies and procedures. You can assess the situation by asking yourself the following questions: Do I think my action complies with the law? Does it feel like the right thing to do? Does it follow our Code and all other Hershey policies? Would I feel comfortable if others knew about it? If you cannot answer “yes” to all of these questions, do not take the action. Seek guidance if you have any additional questions about the situation. You may also come across situations that pose ethical dilemmas while conducting business internationally. If another country’s local law, custom or practice conflicts with U.S. law, Company policy or this Code, seek guidance from the Law Department. In such circumstances, we must always adhere to the law, custom or practice that is most stringent.

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GE T T IN G S T A RT E D

HOW SHOULD I SEEK GUIDANCE AND REPORT CONCERNS? If you are aware of or suspect unethical or illegal conduct, you have a duty to report the issue or seek guidance. Consider speaking first to a manager with whom you feel comfortable or your local Human Resources representative. You may also ask questions or raise issues in any of the following ways: Contact the Law Department Contact the Concern Line (anonymously, if you desire) Write to the Ethical Business Practices Committee Email the Chair of the Audit Committee of our Board of Directors

In general, directors should seek guidance or make a report by contacting the Chair of the Governance Committee of the Board of Directors. However, if the issue involves a financial or accounting matter, directors should speak to the Chair of the Audit Committee. Hershey will investigate all reports promptly, thoroughly and fairly, taking appropriate action whenever necessary. You are expected to participate in an investigation when asked, and every effort will be made to safeguard your confidentiality both during and after the investigation.

Check the back page of this Code to find the contact information you will need to make a report. If you are located in the United States, its territories or Canada, you may make a report by calling the Concern Line at 800-362-8321. If you are located elsewhere internationally, you will find local access numbers for the Concern Line on the back page of this Code. You may also reach the Concern Line on the internet at www.HersheysConcern.com.

4

GE T T IN G S T A RT E D

WHAT IF I WOULD LIKE TO MAKE AN ANONYMOUS REPORT? You may make an anonymous report by contacting the Concern Line, which is operated by an independent company and is available 24 hours a day, 7 days a week. If you choose to make an anonymous report, your anonymity will be protected to the fullest extent possible. Keep in mind, however, that maintaining your anonymity may limit our Company’s ability to investigate your concerns.

Question Thomas recently overheard his manager talking on the phone about a Hershey product that hasn’t gone public. Thomas thinks the conversation may have been inappropriate. He wants to report his manager’s behavior, but is afraid that if he is wrong, his manager will pass him over for promotion or fire him. What should Thomas do? Thomas should report what he heard. Whether or not his concerns turn out to be valid, he will have made the report in good faith and will be protected from retaliation. He should report the issue by contacting another manager or anyone listed on the back page of this Code. Thomas may also report his concern anonymously by contacting the Concern Line.

WHAT IF I AM CONCERNED ABOUT RETALIATION? Our Company does not tolerate acts of retaliation against anyone who makes a good faith report of known or suspected ethical or legal misconduct. A “good faith” report means that you have provided all of the information you have and you believe it to be true. In addition, our Company prohibits retaliation against anyone who participates in investigations in good faith. Retaliatory acts may lead to disciplinary action against the person responsible for the retaliation, up to and including termination. If you believe you have experienced retaliation, you should report it immediately.

WHAT ARE THE CONSEQUENCES FOR VIOLATING THE CODE? Violations of our Code may carry serious consequences, including disciplinary action, up to and including termination, and possible civil or criminal liability. While certain sections of our Code reference the potential consequences of ethical and legal misconduct, keep in mind that our Company retains the right to apply disciplinary action in response to acts of misconduct.

Our Company does not tolerate acts of retaliation against anyone who makes a good faith report of known or suspected ethical or legal misconduct.

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6

Our Commitment to Fellow Employees RESPECT AND PROMOTE DIVERSITY

We must all work to create a positive and diverse workplace that is free from discrimination and harassment. By working for Hershey, we have made a commitment to treating each other fairly and with respect. This means we must not make any employment-related decisions based upon a person’s race, color, gender, national origin, age, religion, citizenship status, disability, medical condition, sexual orientation, gender identity, veteran status, marital status or any other basis protected by law. We must also ensure that our workplace is free from harassment. While the definitions of harassment and sexual harassment may vary from one country to another, at our Company harassment includes any unwelcome conduct that has the purpose or effect of

creating an intimidating, offensive or hostile work environment. It can take many forms, including physical actions, spoken and written remarks, and videos or pictures. Sexual harassment can include unwelcome sexual advances, requests for sexual favors or other physical or verbal conduct of a sexual nature. Regardless of the form it takes, harassment negatively affects individual work performance and our workplace as a whole, and it will not be tolerated. If you experience or become aware of any act of discrimination or harassment, you have a duty to report it. You will not face retaliation for making a good faith report.

Question Miranda feels harassed by her coworker, Gary. Gary constantly comments on her appearance in a way that makes her feel embarrassed and uncomfortable. It’s gotten to the point where she hates coming to work. What should she do? Miranda should report the situation to a manager she feels comfortable with or anyone listed on the back page of this Code. Gary’s behavior is creating an intimidating and offensive environment for Miranda and may even be affecting her job performance.

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O UR CO M M IT M E N T T O F E L L O W E M P L O Y E E S

SAFEGUARD EMPLOYEE INFORMATION

We must safeguard one another’s private personal data. MAINTAIN A SAFE AND HEALTHY WORK ENVIRONMENT

We must follow all safety procedures and report any safety hazards or unsafe behavior. We must all work to maintain a safe and healthy work environment. This means we are required to follow all safety laws and procedures, observe posted safety-related signs and use prescribed safety equipment. You should immediately report any unsafe conditions or activities. Acts or threats of violence interfere with our commitment to health and safety and will not be tolerated. Any threatening behavior, even if made in a seemingly joking manner, must be reported immediately. If you or someone you know is in immediate danger, call local law enforcement authorities before reporting the incident through the normal channels. Drugs and alcohol in the workplace affect everyone’s safety. Being under the influence of either can negatively affect job performance and cause severe safety hazards. You may not possess, distribute or be under the influence of illicit drugs while on Hershey premises or when conducting Company business. In addition, you must always conduct yourself according to our Substance Abuse Policy, especially with respect to the possession or use of alcohol, prescription drugs and other controlled substances.

8

During the course of our employment, we provide sensitive personal, medical and financial information to the Company. Our Company is committed to protecting this information, whether in paper or electronic format. Common examples of confidential employee information include: Benefits information Compensation information Medical records Contact information, such as home addresses and telephone numbers We may not access our coworkers’ sensitive information without specific authorization based on a business-related need. If you do have access to this information because of the nature of your job, you must take special care to safeguard it and to use it only to the extent necessary to do your work in accordance with the law.

Acts or threats of violence interfere with our commitment to health and safety and will not be tolerated.

Our Commitment to Consumers PRODUCE PRODUCTS CONSUMERS CAN TRUST

We must ensure that the products we produce are safe, comply with applicable laws and meet our standards. Our consumers trust us to provide highquality products, and our Company’s success depends on our preservation of that trust. We must make sure that the products we sell are safe, comply with applicable laws and regulations, and consistently meet or exceed the standards established by the Company. If you are involved in the manufacture of our products or have contact with the equipment or materials used to produce them, you must follow all quality procedures that apply to your job. You must report any concerns about product safety immediately.

An important aspect of maintaining consumer trust is holding suppliers accountable for the quality and safety of the products and services they provide to us. If you know or suspect that a supplier is not upholding its commitments to quality and safety, it is your responsibility to report the situation.

Question While on a break, Rosa watches an inspector work on a tank. She thinks she sees something fall into the tank, but the inspector doesn’t make an effort to retrieve the object. Afterwards, Rosa hears a strange noise coming from the tank and is worried that his flashlight may have fallen in. What should she do? Rosa should report the incident to a manager in the plant immediately. If she believes that plant management hasn’t appropriately resolved the situation, she should call anyone listed on the back page of this Code. This way, any affected product can be placed on hold right away and the incident can be investigated.

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O UR CO M M IT M E N T T O CO N S UM E R S

MARKET OUR PRODUCTS ETHICALLY

We must never make misleading or false statements about our products or those of our competitors. We truthfully market, promote and advertise our products. This is consistent with our commitment to acting honestly in all our business affairs. All descriptions of our products, services and prices must be truthful and accurate, meaning we must: Make only fair, fact-based comparisons between our products and those of our competitors Never misstate the facts or mislead consumers through Company advertisements, labeling, packaging or promotions...