1. Introduction
TOR Minerals International, Inc. and its subsidiaries (“the Company”) is committed to conducting its business in an ethical and responsible manner and in full compliance with all applicable laws. The Company’s reputation for honesty and integrity is the sum of the personal reputations of its directors, officers, and employees. To protect this reputation and to promote compliance with laws, rules and regulations, this Code of Business Conduct and Ethics (“the Code”) has been adopted by the Board of Directors.
2. Objective
This Code sets out the basic standards of ethics and conduct to which all Company directors, officers and employees are held accountable. These standards are designed to deter wrongdoing and to promote honest and ethical conduct but may not directly address all situations. If local laws conflict with a policy in this Code, directors, officers, and employees must comply with such laws; however, if local custom or policy conflicts with this Code, directors, officers, and employees must comply with the Code.
If directors, officers, or employees have any doubts whatsoever as to the propriety of a particular situation, they should submit their doubts or concerns per Section 12 Reporting of Violations included in this Code. Circumstances may warrant reporting concerns to the Company CEO or General Counsel. The mailing address of each of those individuals is included at the end of this Code.
Those who violate the standards set out in this Code will be subject to disciplinary action.
3. Honest and Ethical Conduct
Each director, officer, and employee has a responsibility to all other directors, officers, and employees of the Company, and to the Company itself, to act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing independent judgment to be subordinated and otherwise to conduct oneself in a manner that fails to meet with ethical and legal standards.
4. Labor and Human Rights
TOR Minerals International, Inc. and its subsidiaries are committed to abiding by labor and
human rights laws and regulations of the countries in which it operates and requires the same of its suppliers and business associates.
The Company strives to empower and encourage its employees to reach their full potential
through providing a trusting workplace that is safe, respectful, diverse, and inclusive of all
individuals, and that is free from harassment, bullying, and offensive or disrespectful conduct. Employees will not be subjected to any forms of physical or verbal harassment or abuse.
The Company ensures fair compensation and benefits that meet or exceed requirements set
by local applicable laws and regulations for all its employees. Work schedules comply with
the standards set by the countries in which the Company operates, and adjustments to
compensation are made for work performed outside normally scheduled work hours per
local regulatory requirements.
The Company is committed to adhering to local laws and regulations prohibiting the use of
child labor and respects internationally recognized minimum working age, and it expects the
same of its suppliers, contractors, and business associates.
The Company will not exhibit nor accept any form of discrimination against its employees
and business associates on the grounds of religion, ideology, gender, or ethnicity.
The Company respects its employees’ rights to freely associate and bargain collectively
without fear of retaliation or intimidation.
5. Compliance with Laws, Rules, and Regulations
All directors, officers, and employees are required to comply with all applicable governmental laws, rules, and regulations, both in letter and in spirit. Although knowledge of the details of all the applicable laws, rules and regulations is not required, it is expected that advice from the Company’s General Counsel should be sought should there be questions about applicability of and compliance with any law, rule, or regulation.
6. Conflict of Interest
All actual or apparent conflict of interest between personal and business relationships must
be handled in an ethical manner. Conflicts of interest are prohibited as a matter of policy. A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. Conflicts of interest also may arise if a person, or a member of a person’s family, receives an improper personal benefit as a result of their position with the Company.
If any director, officer, or employee should become aware of any material transaction or
relationship that reasonably could be expected to give rise to a conflict of interest, it should
be reported promptly to the Company’s General Counsel or CEO.
Conflicts of interest are prohibited as a matter of Company policy, except under guidelines
approved by the Board of Directors. The following standards apply to certain common
situations where potential conflicts of interest may arise:
6.1 Gifts and Entertainment
Personal gifts and entertainment offered by persons doing business with the Company may
be accepted when offered in the ordinary and normal course of the business relationship.
However, the frequency and value of any such gifts or entertainment may compromise, or
appear to compromise, the ability to exercise independent judgment on behalf of the
Company. For example, a modest gift, a business lunch, or dinner are appropriate.
Accepting an offer for an expensive, customer paid vacation is not appropriate.
6.2 Financial Interest in Other Organizations
The determination of whether any outside investment, financial arrangement or other
interest in another organization is, or is not, improper depends on the facts and circumstances of each case. The ownership of an interest in another organization may be inappropriate if the other organization has a material business relationship with, or is a direct competitor of, the Company, and the financial interest is of such size that the ability to exercise independent judgment on behalf of the Company is or may appear to be compromised. As a general rule, a passive investment would not likely be considered improper if it: (1) is in publicly traded shares; (2) represents less than 1% of the outstanding equity of the organization in question; and (3) represents less than 5% of a person’s net worth. Other interests also may not be improper, depending on the circumstances.
6.3 Outside Business Activities
The determination of whether any outside position an officer or employee may hold is, or is not, improper depends on the facts and circumstances of each case. The involvement in trade associations, professional societies, and charitable organizations will normally not be viewed as improper. However, if those activities are likely to take substantial time from or otherwise conflict with responsibilities to the Company, prior approval from a supervisor should be obtained. Involvement with another company or organization with which the Company does business or competes may also be viewed as improper. For a director, employment, or affiliation with a company with which the Company does business or competes must be fully disclosed to the Board of Directors and must satisfy any other standards established by applicable law, rule or regulation of the SEC and any other corporate governance guidelines that the Company may establish.
6.4 Indirect Violations
Directors, officers, and employees should not indirectly, through a spouse, family member, affiliate, friend, partner, or associate, have any interest or engage in any activity that would
violate this Code. Any such relationship should be fully disclosed to the Company’s General
Counsel or CEO, or, in the case of a director, to the Board of Directors. A determination will
then be made whether or not the relationship is inappropriate, based upon the standards
set forth in this Code.
7. Corporate Opportunities
Directors, officers, and employees are prohibited from taking advantage of opportunities discovered through the use of corporate property, information, or position, unless the Board of Directors has declined to pursue the opportunity. Corporate property, information, and position may not be used for personal gain, nor to compete with the Company directly. Advancement of Company interests must take priority over personal interests when such opportunities arise.
8. Sustainable Procurement and Fair Dealing
The Company is committed to promoting sustainability in all aspects of its operations, including procurement, thereby ensuring that sourcing activities contribute to environmental sustainability and economic efficiency. Equally it is expected that suppliers comply with environmental regulations, adopt sustainable practices, and work towards reducing their environmental footprint.
It is also expected that suppliers adhere to fair labor standards which ensure safe working
conditions, fair wages, and the prohibition of child and forced labor, and that these standards are incorporated in their Code of Conduct or via a Labor & Human Rights Policy.
Suppliers are expected to operate with integrity, transparency, and in compliance with all
applicable laws and regulations.
Directors, officers, and employees should endeavor to deal fairly with the Company’s suppliers, competitors, and other employees, and with other persons with whom the Company does business. Unfair advantage should not be taken of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
9. Public Disclosures
It is the Company’s policy to provide full, fair, accurate, timely, and understandable disclosure in all reports and documents that are filed with, or submitted to, the Securities and Exchange Commission and in all other public communications made by our Company.
10. Confidentiality
Directors, officers, and employees should maintain the confidentiality of all Company-
confidential information, or information provided by persons with whom the Company does
business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that may be of use to competitors of the Company, or in any way harmful to the Company or persons with whom the Company does business.
11. Securities Laws
The Company has a commitment to comply with the federal and state securities laws and
regulations that include the rules regarding “insider” information. In the course of business
operations, Company directors, officers, and certain employees may become aware of
material nonpublic information relating to business matters. In accordance with the Company Insider Trading Policy, all directors, officers, and other individuals defined to be “insiders” as defined by the Policy, and other persons who are closely related to directors, officers, or defined “insiders” are prohibited from trading in the Company’s securities on the basis of such material nonpublic information. All those to whom the Insider Policy applies are required to annually review and verify understanding of the Policy. Any questions regarding the Policy or its application should be directed to the Company’s CEO and/or Corporate Secretary.
12. Protection and Proper Use of Company Assets
Directors, officers, and employees are responsible for protecting the Company’s assets and
promoting their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All corporate assets, including proprietary information, should be
used for legitimate business purposes. 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 is a violation of Company policy and may result in civil or criminal penalties.
13. Interpretation and Waivers of the Code of Business Conduct and Ethics
If an officer or employee is uncertain whether a particular activity or relationship is improper under this Code, or requires a waiver of this Code, the individual should disclose their concern to the Company's General Counsel or CEO, or in the case of a director to the Board of Directors. A determination will then be made if a waiver of this Code is required and if required, whether a waiver will be granted and under what conditions. A waiver of this Code for an executive officer or director may be made only by the Board of Directors and will be promptly disclosed to the extent required by applicable law, rule, or regulation of the SEC.
14. Reporting of Violations
Any director, officer, or employee of the Company, who believes a violation of the Code has
occurred, or may occur, is expected, and encouraged to report their concerns such that appropriate corrective action may be taken. The following guidelines are provided to ensure concerns are reported and treated confidentially, that appropriate action is taken, and that any concerns of retaliation are eliminated.
14.1 Reporting of Concerns, Complaints, and Possible Violations
Taking action to address and prevent issues internal to the Company is an employee responsibility and an important part of the Company culture. If an employee should observe
possible unethical or illegal conduct, they are encouraged to report such concerns immediately.
Employees should report suspected violations of law, policy, or other wrongdoing to their supervisor or their HR representative. If the employee believes appropriate action is not being taken to address their concern, the employee has the right to escalate the concern to higher levels of management including to the level of the Company CEO. For concerns regarding questionable accounting or auditing matters (including deficiencies in internal controls), contact should be made with the Audit Committee of the Board of Directors through its Committee Chairman. Contact information for the Audit Committee Chairman may be obtained by contacting the Company’s CFO, the CEO, or the Chairman of the Board of Directors. Employees are encouraged to provide their contact information; however, concerns may also be communicated anonymously.
14.2 Confidentiality
The Company will treat all communications under this Code in a confidential manner, except to the extent necessary (1) to conduct a complete and fair investigation, or (2) for review of Company operations by the Company’s Board of Directors, its Audit Committee and the
Company’s independent public accountants.
14.3 Protection Against Retaliation
Any individual who in good faith reports a possible violation of the Company’s Code of Business Conduct and Ethics, or of law, or reports any concerns regarding questionable accounting or auditing matters, even if the report is mistaken, or who assists in the investigation of a reported violation, will be protected by the Company against any possible retaliation. Retaliation in any form against these individuals will not be tolerated. Any act of retaliation should be reported immediately and will be addressed with disciplinary action as may be determined to be appropriate.
15. Compliance Standards/Procedures and Disciplinary Actions
This Code is intended as a statement of basic principles and standards and does not include specific rules that apply to every situation. Its contents must be viewed within the framework of other Company policies, practices, instructions, and the requirements of the law. Moreover, the absence of a specific corporate policy, practice or instruction covering a particular situation does not relieve each director, officer, and employee of the responsibility for exercising the highest ethical standards applicable to the circumstances.
In some situations, it is difficult to know right from wrong. Because this Code does not anticipate every situation that will arise, it is important that each director, officer, and employee approach a new question or problem in a deliberate fashion:
(a) Determine if all facts are known.
(b) Identify exactly what is of concern.
(c) Discuss the problem with a supervisor or, in the case of a director, with the
Company’s General Counsel.
(d) Seek help from other resources such as other management personnel or the
Company’s General Counsel.
(e) Seek guidance before taking any action that may be believed to be unethical
or dishonest.
The following compliance standards are applicable:
- All are personally responsible for their own conduct and for complying with all provisions of this Code and for properly reporting known or suspected violations;
- Supervisors, Managers, and officers must use best efforts to ensure that employees
understand and comply with this Code; - No one has the authority or right to order, request or influence any director, officer,
or employee to violate this Code or the law; a request or order from another person
is not reason to violate this Code; - Any attempt by any individual to induce a director, officer, or employee of the
Company to violate this Code, whether successful or not, is itself a violation of this
Code and may be a violation of law; - Any retaliation or threat of retaliation against any director, officer, or employee of the Company for refusing to violate this Code, or for reporting in good faith the violation or suspected violation of this Code, is itself a violation of this Code and may be a violation of law; and
- The Company expects that every reported violation of this Code will be investigated.
The following actions by any Company officer or employee will result in disciplinary
measures being taken by the Company:
- Violation of the Code.
- Knowingly authorizing or participating in actions that are in violation of the Code.
- Failing to report a violation of the Code or withholding relevant and material
information concerning such violation of which any company officer or employee
becomes aware. - Retaliating, directly or indirectly, against an individual who reports a violation of the
Code or encouraging others to do so. - Reporting information that is known or suspected by the reporting person to be
untrue.
Disciplinary action may include any one or more of the following, not necessarily in the
order shown:
- A warning
- A written reprimand
- Probation
- Temporary suspension
- Discharge
- Required reimbursement of losses or damages
- Referral for criminal prosecution or civil action
Disciplinary action will be taken against:
- Company officers and employees who willfully violate the standards described in this
Code. - Any Company officer or employee who deliberately withholds relevant information
concerning a violation of this Code. - Any officer, manager, or supervisor of a violator, to the extent that the circumstances of the violation occurred with the knowledge of acquiescence of the officer, manager, or supervisor.
- Any officer, manager, supervisor, r employee who retaliates (or encourages others to
do so) against any person who reports a violation of the Code.
16. Reservation of Rights
The Company’s Code is not intended to confer any special rights or privileges upon specific
individuals, provide greater or lesser rights under applicable law or entitle any person to remain employed by the Company. The guidelines and procedures set forth herein should not be interpreted as altering the at-will employment relationship between the Company and its employees, do not constitute an employment relationship between the Company and its employees, and do not constitute an employment contract. This Code is not a contract, and the Company reserves the right to change, modify, suspend, interpret, or eliminate any provision in this Code, retroactively or prospectively, at any time, with or without notice.
The names, addresses, and telephone numbers of the Company CEO and General Counsel are set forth below:
Vice Chairman & CEO James Roecker | General Counsel Lance K. Bruun |
Adopted by Resolution of the Board of Directors
On August 22nd, 2024