Engaging With Our Customers and Third Party Sales Representatives 

CODE PRINCIPLES

Working collaboratively with our customers we seek to find value-added solutions that provide our customers a competitive advantage in the marketplace. We engage with customers with honesty, humility, integrity, transparency and respect, and expect our third party sales representatives to act in a similar manner.

 

  • With curiosity, we seek to understand our customers’ requirements and collaborate to tailor our products and services.
  • We promise only what we can deliver, and deliver what we promise.
  • We strive to provide customers complete, and accurate, information concerning the performance, handling requirements and health risks of our products.
  • We address the concerns of our customers promptly, and with humility.
  • We respect the privacy of our customers, and take steps to protect their personal information of their employees.
  • We seek to sell our products to customers directly, unless there is a demonstrated, critical business need or a legal requirement to use the services of a third party sales representative.
  • We prohibit all forms of bribery and corruption, whether by our employees, third party sales representatives or anyone else acting on our behalf.
  • We do not offer or provide anything of value directly or indirectly to improperly influence or reward any customer (including any employees of state-owned enterprises) in order to gain business or an advantage.
  • We do not request or accept anything of value that would improperly influence ourselves.
  • We ensure that we are conducting business with reputable customers, for legitimate business purposes, with legitimate funds.
  • We avoid business relationships with customers or third-party sales representatives that may be engaged in money laundering.
  • We do not sell or ship to individuals, companies or countries if we know or suspect that such activity will contravene anti-boycott, export controls or sanctions laws or regulations.
  • We carefully select our third party sales representatives, and appropriately monitor and audit their conduct.
  • We require our third party sales representatives to certify compliance with applicable ethics and compliance laws, and the Albemarle Code of Conduct for Business Partners.
  • We do not ask, expect or allow third party sales representatives to carry out acts, which would be a violation of our Core Values, this Code or applicable laws.
  • We speak up if we are concerned that a customer or third party sales representative is not acting in accordance with our Core Values, this Code or applicable laws.

Our Code Principles in Action

  • Follow the Guidance on Appropriate Monitoring of Third Party Sales Representatives & End Customers if you are responsible for managing the relationship with a customer or Third Party Sales Representative.
  • Immediately contact the Legal Department or Global Ethics & Compliance if you know or suspect an employee, third party sales representative, or anyone else acting on behalf of Albemarle:
    • is engaged in bribery, fraud or money laundering; or
    • has engaged in the following activity with competitors:
      • fixed, raised, lowered or stabilized prices of goods sold or purchased;
      • fixed other competitive terms such as pricing formulae, surcharges, discounts, margins, rebates, commissions or credit terms with competitors; or
      • disclosed, requested or otherwise exchanged, competitively sensitive information in an inappropriate manner.
  • Immediately contact the Legal Department or  Global Ethics & Compliance if you know or suspect that a customer or  Third Party Sales Representative:
    • is supplying or delivering Albemarle product to sanctioned countries or individuals and companies on restricted parties lists; or
    • will use Albemarle products for prohibited end-uses, such as terrorist activity or the development of weapons or other military applications; or
    • is requiring Albemarle to refuse to do business with or in Israel or with:
      • businesses operating in Israel;
      • businesses which have relationships with other businesses which operate in Israel; or
      • other persons on the basis of race, religion, sex, national origin or nationality; or
      • is seeking information about Albemarle’s direct or indirect business activities with or in Israel.

Consult with the Legal  Department or Global Ethics & Compliance if a vendor,  Third Party Sales Representative or customer requires Albemarle to sign an end use certificate, an ethics and compliance certification or any other type of certification.

DEFINED TERMS

Anti-Boycott Laws

Laws that prohibit U.S. companies from participating or cooperating with any international boycott of a country or countries where such boycotts are not sanctioned by the U.S. government such as the Arab boycott against Israel.

Anything of Value

broadly defined to include any type of benefit to the recipient, such as:

  • money (all currencies including bitcoin, and method of delivery such as cash, check, wire, electronic, mobile transfer);
  • cash equivalents such as gift, store, discount, mobile phone or stored value cards
  • Gifts;
  • meals, entertainment and other hospitality;
  • travel, including flights and accommodation;
  • offers of employment or an internship;
  • a contract for the procurement or sale of goods or services;
  • a contract for the procurement, sale or lease of property;
  •  a charitable donation or contribution to a community project;
  •  a commercial sponsorship;
  • confidential information;
  • investment opportunity; and
  • any other form of personal favor.
Bribery

offering, providing or receiving anything of value with the intent of improperly influencing any person to take an action to obtain an improper advantage. This includes, for example, improper influence over the:

  • the decision whether to accept an application, official form or any other type of paperwork;
  • the grant or revocation of a permit, license, quota, visa or any other award which allows the recipient to undertake a specified activity
  • the award of a commercial procurement or sales contract;
  • the decision to enforce, or not enforce, a particular law or regulation against a company or individual;
  •  the decision to enforce, or not enforce, contractual terms such as performance guarantees;
  • the decision to require, or not require, a payment to be made or how much is to be paid (e.g. taxes); and
  •   the sponsoring or approval of a change in existing law.

Bribery also includes the making of facilitation payments.

Competitively Sensitive Information

The following types of information are considered to be examples of CSI:

  • marketing plans and proprietary perspectives on the market;
  • cost data less than 12 months old;
  • details of negotiations with individual customers or suppliers;
  • current or recent terms of sale or purchase (price, margins, commission and credit terms);
  • strategic information (site expansion and closure plans);
  •  salaries and other terms of employee remuneration less than 12 months old;
  • innovation plans and intellectual property; and
  • production, export, sales and purchase data less than 12 months old.

 

CSI does not include:

  • information that is publicly available, including through subscription services;
  • information that is more than 12 months old and would not be considered to give a competitive advantage if shared with, or by, a competitor;
  • health, safety or environmental data; or
  • information relating to the technical performance of equipment.
Competitors

Albemarle competes with third parties in several different ways and each falls into its own category of competitor. The competitor categories include:

Producers and resellers of competing products

Albemarle competes with other producers of lithium, bromine and catalyst products. This includes companies like FMC, Tianqim SQM, Grace, BASF, Lanxess and ICL.

Albemarle also competes with companies engaged in the resale or trading of lithium, bromine and catalyst products, whether those products are produced by Albemarle or a third-party.

Procurement of goods, services and land

The list of Albemarle competitors in the procurement market is potentially much broader than speciality chemical producers. For example, Albemarle might compete with contractors such as Wood for the procurement of vehicles suitable for our sites.

Broader still is the class of competitors for accounting and legal services, which nearly all companies procure to varying degrees.

Hirers of employees and contractors

Albemarle also competes with a broad range of companies in recruitment and remuneration of employees and contractors.

Controlled Technology

Hardware, software, documentation, technology or other technical data (or any products that include or use any of the foregoing) the export, re-export or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any Law, including the U.S. Export Administration Act and its associated regulations.

Corruption

Dishonest or unethical conduct by someone in a position of influence or authority for his or her personal benefit

Import/Export Controls Laws

Laws and regulations, which regulate the movement of specific items across national borders. For example, export control laws may require a license to be obtained or otherwise prohibit (whether a license is required depends on the classification of the item to be exported, the intended destination, and the intended end use as well as end user):

  • any export or re-exports of specific items listed on various ‘controlled lists’ maintained by the United States, the European Union and other countries. These items are often capable of being used in military applications, i.e., they are dual use items that have a predominantly commercial end use but that also have some military utility, which is why their export is restricted;
  • transfer of controlled technology, including via email and other online or physical means; and
  • exports (and temporary imports) of defense-related articles, technical data, and services
Facilitation Payments

Small payments made to lower-level government officials as a personal benefit to them to secure or speed up a performance of a routine action (e.g. licenses, permits, visas, customs clearance).

Government Official

Defined broadly, and can include:

  • an officer, employee or anyone acting on behalf of any government body including a department or agency at any level (national, regional, or local). Examples include a government minister, regulator, judge, city mayor, police officer, soldier, customs official or chemistry professor at a public university;
  • an employee of public international organizations such as the United Nations and World Bank;
  • an employee of state-owned or controlled enterprises, such as refineries;
  • a political party, party official or candidate for political office; and
  • a person holding an appointment, position or office created by custom or convention, such as, an indigenous community leader or member of a royal family.
Money Laundering

Occurs when the nature and source of money connected with criminal activity are concealed in legitimate business dealings, or when legitimate funds are used to support criminal activities, including terrorism.

Relative

An individual’s spouse or spousal equivalent; the individual’s and the spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and the spouse or spousal equivalent of any of these people; or anyone who shares the same household.

Sanctions Laws

Sanctions laws consist of a wide range of political and/or economic measures to influence the decisions and behavior of a particular country’s regimes, individuals, or groups.  They may be comprehensive, prohibiting commercial activity with a country (absent a license), or targeted, blocking transactions of and with specific businesses, individuals, or groups. Generally, these laws, regulations, and compulsory measures directly or indirectly restrict trade or other dealings, e.g., financial restrictions with particular countries, regimes, entities and/or individuals. For example, trade sanctions laws may prohibit:

  • imports from or exports to a sanctioned country or region (e.g. Cuba, Iran, Syria, North Korea, or Crimea);
  • exports/imports or other dealings in property originating from a sanctioned country, or other transactions and/or dealings, directly or indirectly, with sanctioned governments, individuals or entities, such as designated terrorist groups; or
  • U.S. persons from approving, financing, facilitating or guaranteeing any transaction by a foreign person where that transaction would be prohibited if performed by a U.S. person.
State Secrets

As a general rule, information is a state secret if its disclosure may harm national security and interests in the area of politics, economy, national defense or foreign relations. Examples could include:

  • material decisions relating to national affairs (e.g. strategic plan);
  • national defense construction and military activities;
  • foreign relations;
  • reserves data;
  • location and condition of mines, oil or gas wells;
  • unofficial maps of regions;
  • commercial secrets relating to state-owned enterprise; and
  • geological surveys.

In many instances the information will be stamped as a state secret but this will not always be the case. For example, state secrets can also be disclosed verbally. The types of information that may be considered a state secret are very broad and potentially encompass all information having a bearing on state security and national interests that is not in the public domain.

Examples of where you might have potential exposure to state secrets may include:

  • information received from a customer that is a state-owned enterprise (SOE);
  • information gathered through Albemarle direct interactions with relevant government agencies;
  • information gathered by a third party that includes information received from government sources;
  • market surveys involving SOEs; and
  • industry associations and site visits.
Significant Interest

Generally, if you own less than 5% of an entity that conducts business with Albemarle, your interest will not be considered significant.  However, even if less than 5%, if your interest is sufficient such that it might appear, or in fact will, affect your business judgment and loyalty to Albemarle in your work performance then you should still consider the interest significant.  For example, if the interest represents a large percent of your personal net worth, though less than 5% of the entity, it should be considered significant.

Third Party Sales Representative

Agents and resellers.

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