Integrity in Action

Transcription

Integrity in Action

Table of Contents
Introduction
CEO LETTER • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 1
Our Purpose: Live Better. Live Chiquita • • • • • • • • • • • • • • • • • • • • 3
CCO LETTER • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 5
Chiquita Helpline Information • • • • • • • • • • • • • • • • • • • • • • • • • 6
Core Values • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 7
Actions Speak Louder than Words • • • • • • • • • • • • • • • • • • • • • • 8
What is Expected of You? • • • • • • • • • • • • • • • • • • • • • • • • • • • • 9
Employee Responsibilities • • • • • • • • • • • • • • • • • • • • • • • • • • • 9
Supervisor and Manager Responsibilities • • • • • • • • • • • • • • • • • • 9
Non-Retaliation • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 10
Decision Tree • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 11
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 12
Living Our Core Values in Our Workplace • • • • • • • 13
Fair Treatment of Our Employees • • • • • • • • • • • • • • • • • • • • • • • 15
Respect for Basic Human Rights • • • • • • • • • • • • • • • • • • • • • • • 15
Child Labor • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 15
Forced Labor • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 15
Freedom of Association • • • • • • • • • • • • • • • • • • • • • • • • • • • • 15
Diversity and Inclusion • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 16
Prohibiting Harassment • • • • • • • • • • • • • • • • • • • • • • • • • • • • 16
Safety and Health • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 16
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 17
Drugs and Alcohol • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 18
Prevention of Violence in the Workplace • • • • • • • • • • • • • • • • • • • 18
Weapons • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 18
Living Our Core Values in the Marketplace • • • 19
Conflicts of Interest • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 21
Board Participation • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 21
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 22
Privacy and Information Security • • • • • • • • • • • • • • • • • • • • • • • 23
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 23
Access, Use and Dispose of Confidential Information According to Policy • • • 24
Safeguarding Information • • • • • • • • • • • • • • • • • • • • • • • • • • • 25
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 26
Product Quality and Value • • • • • • • • • • • • • • • • • • • • • • • • • • • 29
Product Safety • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 29
Marketing • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 30
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Living Our Values with Our Shareholders • • • • • • 31
Keeping Accurate Records • • • • • • • • • • • • • • • • • • • • • • • • • • • 33
Maintaining Corporate Records • • • • • • • • • • • • • • • • • • • • • • • • 33
Protecting Company Assets • • • • • • • • • • • • • • • • • • • • • • • • • • 33
Protecting the Company’s Reputation • • • • • • • • • • • • • • • • • • • • 34
Speaking with One Voice in Public • • • • • • • • • • • • • • • • • • • • • • 34
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 34
Avoiding Insider Trading • • • • • • • • • • • • • • • • • • • • • • • • • • • • 35
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 36
Living Our Values with Our Business Partners • • • • 37
Competitors • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 39
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 40
Exchanging Gifts and Entertainment • • • • • • • • • • • • • • • • • • • • • 41
Bribery and Corruption • • • • • • • • • • • • • • • • • • • • • • • • • • • • 41
International Trade Regulations and Export Control Laws • • • • • • • • • 42
Anti-Boycott Laws • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 43
Imports and Exports • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 43
What if? • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 44
Money Laundering • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 44
Living Our Core Values in Our Global Communities 45
Protecting the Environment • • • • • • • • • •
Commitment to Our Communities • • • • • •
Political Activities and Charitable Donations •
Social Media • • • • • • • • • • • • • • • • • • •
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Administering The Code • • • • • • • • • • • • • • 51
The Compliance Department • • • • • • • • • • • • • • • • • • • • • • • • • 52
Code Administration • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 52
Investigations • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 52
Discipline and Corrective Action • • • • • • • • • • • • • • • • • • • • • • • 52
Waiving the Code of Conduct • • • • • • • • • • • • • • • • • • • • • • • • • 52
Employee Commitment and Acknowledgment of Receipt • • • • • • • • 54
Helpline • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 56
Amending the Code • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 56
Policy Appendix • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 57
Living Our Values with Our Consumers and Customers • 27
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Table of Contents
Policy Appendix
introduction
Introduction...
From the
CEO
At the very root of Chiquita’s success
is an unwavering commitment to
our Core Values – Integrity, Respect,
Opportunity and Responsibility. What
we do day in and day out reflects
these values and ultimately our brand.
It is important for us to provide you
with the tools and resources you need
to maintain the level of quality and
service that our customers, partners
and consumers have come to expect.
This Code of Conduct is meant to be a
resource to help guide you in making
the best decisions; decisions that
uphold our core values.
As a leading global company with
20,000 employees, we are rich in
diversity. Given the scope and nature
of our business, we are sometimes
put in positions where the right
answer, decision or solution may not
always be clear. Along with company
resources such as the Code of
Conduct, we have worked to build an
open and honest environment where
you can communicate. Never hesitate to talk with your managers, supervisors, or
take advantage of the other resources available to you.
When we uphold the values that have made Chiquita what it is today, we are also
living up to our company’s purpose: Live Better. Live Chiquita! And as we carry
out our purpose, together we:
Improve lives by producing healthy and convenient foods that taste great while creating opportunities for our employees to grow and thrive.
Love our planet by continuing to reduce our environmental impact and ultimately contribute to a world capable of effectively sustaining future generations.
Lead the industry and sustain profitable growth by creating value for our customers, consumers, communities, and other stakeholders.
I have seen first hand the love for this brand and
I see it reflected in the quality of work you do each
day. The most important asset Chiquita has is you.
We are all ambassadors of this iconic brand and
together, we can continue Chiquita’s legacy into the
next 100 years.
Ed Lonergan
President & Chief Executive Officer
1
c o d e o f c o n d u c t | C H I Q UITA B R A ND S INT E RN ATION A L , INC .
c o d e o f c o n d u c t | C H I Q UITA B R A ND S IN T E RN ATION A L , INC .
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Table of Contents
Policy Appendix
introduction
Our Purpose:
Live Better. Live Chiquita!
Loving our Planet
Improving Lives
Leading our Industry
3
c o d e o f c o n d u c t | C H I Q UITA B R A ND S IN T E RN ATION A L , INC .
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Table of Contents
Policy Appendix
introduction
From the CCO
At Chiquita our strength is in our rich
history, our people, and our diversity.
This strength combined with our
Core Values equips each of us to
handle difficult ethical situations that
can sometimes arise in our work lives.
On the next few pages you will
see links to many of our corporate
policies and key guidelines. The
information in this booklet provides
a comprehensive overview of the
policies and regulations that affect
our business. However, our Code of
Conduct cannot address every law or
issue with which we may come into
contact. Instead, this Code is one of
many resources available to help you
navigate the specific decisions your
job requires.
We are here to support you in making
good ethical decisions. Should you
have a question or concern, please
do not hesitate to “speak up”. By
“speaking up” you allow us to work
together to make the best possible
decisions. Additional information
about reporting and seeking
guidance is found throughout this
Code.
The Code applies equally to Chiquita,
its officers, directors, and employees
both in the United States and
globally. When we are following our
Code, we are Living Chiquita.
Thank you for Living Chiquita!
Chiquita Helpline
SPEAK UP
SPEAK UP
FOR A BETTE
FOR A BETTER
WORKPLAC
WORKPLACE.
Ethics violatio
ns
hurt everyone
.
Ethics violations
hurt everyone.
rience something
If you observe or expe
seem right, it may
at work that doesn’t
what you have
not be. We want to hear
rely.
to say... safely and secu
the call to
ent company that reports
in any
is operated by an independ
. Calls may be accepted
The Chiquita Helpline
it to respond to your concerns
your company to enable
language.
E
CHI QU ITA HEL PLIN
52
1-888-749-19
icspoint.com
www.chiquitahelpline.eth
R
E.
t’s right,If you observe or expe
If you are not sure wha
rience someth
at work that
ing
doesn’t seem
get help from:
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nt to hear wh
 Your Supervisor
at you have
to say... safely
an
 Your Supervisor’s Boss
d securely.
rces Representative
Your Local Human Resou

liance Officer
 Chiquita’s Chief Comp
 The Help Line
The Chiquita
Helpline is opera
ted by an indep
your company
to enable it to
endent comp
any that repor
respond to your
language.
ts the call to
concerns. Calls
may be accep
ted in any
CH IQ UI TA HE
LP LIN E
If you are not
sure what’s rig
ht,
get help from:
 Your Supervi
sor
 Your Supervi
sor’s Boss
 Your Local Hum
an Resources Rep
resentative
 Chiquita’s Chie
f Compliance Offi
cer
 The Help Line
1-888-749-19
www.chiquita
52
helpline.ethicspo
int.com
Chiquita Brands International has a global Helpline to facilitate
reporting a concern or asking a question. Look for posters with
helpline information at your facility or on the intranet.
Allyson Bouldon
VP & Chief Compliance Officer
CHIQUITA HELPLINE
1-888-749-1952*
www.chiquitahelpline.ethicspoint.com
*Toll free number displayed is for North American locations only. Hotline numbers vary by country and location.
5
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Table of Contents
Policy Appendix
introduction
Our Core Values are more than just words.
They set the standard for how we will
measure our business actions each day.
Actions speak louder
than words.
Learn
about
how you
can ma
ke a d
ifferen
ce
EXTENDED MISS CHIQUITA
Integrity
Conduct business ethically and lawfully, and communicate in an open and honest manner.
Everyday is filled
with choices.
Every time
you make a
choice as an
employee, you
bring our Core
Values to life.
Respect
alue diversity in our workplace; recognize the imV
portance of family; foster individual expression and
a sense of belonging.
Opportunity
Encourage teamwork, continuous improvement,
and growth of yourself and others.
S CHIQUITA
Responsibility
Take pride in your work, and act responsibly in the
communities and environments in which we work.
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Policy Appendix
introduction
What is Expected of You?
Compliance with our Code and with all applicable laws and regulations
is a cornerstone of our reputation and of our Core Values.
Employee Responsibilities
No written policy or code on its own can
guarantee compliance with the law or
ethical behavior. Our responsibility begins
but doesn’t end with following laws and
company policies. See our Global Labor
Strategy for additional information.
At Chiquita, we:
Live our Core Values of Integrity, Respect,
Opportunity and Responsibility
Follow the law and company policies
Seek guidance and ask questions when we are unsure of what to do
Raise issues and concerns
Cooperate with investigations.
Every employee has a duty to cooperate
fully and truthfully with any investigation. If
you have acted improperly but voluntarily
report your error and cooperate in the
investigation, Chiquita will take that into
account when considering next steps. An
unintentional error made in good faith that
is voluntarily and promptly reported may
not be punishable, and your prompt report
may help avoid more serious problems.
Violations of our Code or policies can have
severe consequences, such as:
We are each responsible for living by our
Core Values -- Integrity, Respect, Opportunity
and Responsibility. If you become aware of
a situation that may involve a violation of
our Core Values, this Code, our policies, or
any applicable law, you have a responsibility
to speak up and do the right thing.
That includes situations in which your
manager or supervisor requests that you
do something you believe may be illegal
or improper. There is never any excuse for
failing to inquire whether there has been
a violation of our Code or the law. If you
believe there has been a violation of the
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Code or the law, whether by mistake or
intent, you must report it. Chiquita will
refer cases to government authorities as
appropriate.
all times. In this role, you are vital to the
process of living our Core Values and the
Code. You have additional responsibilities to
make sure:
Proactively look for
opportunities to discuss ethical
conduct, difficult decisions, or other
challenging situations with employees.
New employees receive training on our
Code and you reinforce the Code with
current employees on a periodic basis.
Communicating the Code to all team
members helps them to understand how
the Code and other policies affect their
job duties.
As a manager or supervisor, you are a vital
part of creating a working environment
that encourages employees to speak up
and to ask questions. When employees
come to you with any questions or reports,
make sure you respond promptly. If you do
Ethical behavior is rewarded through
our performance management system.
Train and educate any employee you
believe does not understand or share
these Core Values.
Our Core Values are top-of mind when
interviewing candidates. Seek
individuals who exhibit a commitment
to our Core Values. An individual should
not be considered for hire if there is
reason to believe that the individual will
engage in unlawful or unethical conduct.
not know or are unsure of the answer to
an employee’s question, refer the question
to the appropriate person or department
and ensure that the question is timely and
appropriately resolved.
If you become aware of any conduct that
may violate our policies, the law or our
Code, you must report it immediately.
Failure to report a violation by an employee
who reports to you, when you know about
it or should have known, will result in
discipline, up to and including termination.
Damage to our good name
Civil or criminal liability for the
company, its employees or its officers or
directors
Employee discipline, or
Government intervention through
investigations, monitors, monetary
fines or court orders.
Additional Responsibilities of
Managers and Supervisors
Managers and supervisors hold leadership
positions, exemplify Chiquita’s Core Values
and should model appropriate conduct at
Non-Retaliation
We do not retaliate against employees who report a compliance concern
in good faith or participate in good faith in any investigation or other
proceeding. “Good faith” means that you are providing information that
you believe is true.
Acts of retaliation against employees are Code violations and are subject
to disciplinary action. If you believe you have experienced or witnessed
any form of retaliation as a result of raising a concern, you should report
it to a manager, Human Resources, the Helpline, or to Chiquita’s Chief
Compliance Officer.
Managers, supervisors and employees who retaliate or fail to report
retaliation will be subject to discipline, up to and including termination.
Please see our Anti-Retaliation Policy for additional information.
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Policy Appendix
Integrity in Action . . .
Decision Tree
If you have doubts about how to make the
right decisions, use this Code as a guide to
make them in accordance with our Core
Values, company policies and applicable
laws: in the workplace, in the marketplace,
and in our global communities.
CHIQUITA CODE OF CONDUC T
However, the Code cannot address every
challenging situation that may occur. We
know making ethical choices is not always
easy. That’s why we offer support, training,
and resources to help you feel confident in
your choices.
When in doubt,
ask yourself:
Is it legal?
NOT SURE
NO
YES
AskYour
Manager,
HR, Legal,
Compliance
YES
Is it
consistent
with
h
C iquita’s
Code and
Policies?
STOP
Don’t Do!
Would it
positively
affect
stakeholders?
YES
Would
k
others thin
K
O
s
a
it w
if they heard
?
in the news
?
f
i
t
a
h
W
Yolanda is sitting in her office and hears
a disturbance in the hallway. She looks
out her door and notices a member of
leadership yelling at a clerk for failing to
document properly. The clerk attempts
to speak, but is cut off and told that she
needs to focus on her work and stop
taking so much FMLA. The supervisor
informs the clerk that he will be watching
her closely. Later, the clerk confides in
Yolanda that she feels like she is being
treated differently because she’s female
and recently ended a relationship with the
supervisor. The clerk asks Yolanda not to
tell anyone.
Devon reports to work one day and
notices a large pile of Chiquita
banana boxes sitting by the
elevator. She finds this odd
and asks Manuel if he knows
why the boxes are there.
Manuel says that he thinks
Sam is taking the boxes
home to burn in his fire pit,
something most believe he
does on a regular basis. Sam is
a well-liked supervisor and has
indicated that he can “make
things difficult” for anyone
who reports his actions. What
should Devon do?
Every Chiquita employee has a duty to speak
up and report any suspected violations
of our Code of Conduct or Core Values.
Here, Yolanda has received information
that the supervisor may have violated
our Conflict of Interest Policy, employee
confidentiality, and our Core Value of Respect.
Also, the supervisor may be engaging in
discrimination, harassment, or possibly
retaliation based on protected leave. Yolanda
has a duty to report these allegations to her
supervisor, manager, HR, or the Helpline.
By doing this Yolanda will live up to her
responsibilities as an employee and help
ensure that the matter will be investigated
and appropriate action will be taken. The
Company does not tolerate retaliation against
people who report suspected misconduct or
who participate in investigations.
Every Chiquita employee has a duty to speak
up and report any suspected violations of
our Code or Core Values. Here, Devon has
received information that Sam may have
violated our Code in numerous ways. Sam
may be taking Chiquita property without
permission, disposing of Chiquita
property in a way that violates
our commitment to social
responsibility, intimidating
employees by threatening
termination, or encouraging
employees not to report
violations. Devon has a duty
to report these concerns to
her supervisor, manager,
HR, the Helpline or our Chief
Compliance Officer. See our
Internal Control Policy A-1 for
additional information.
YES
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Living Our
Core Values...
in Our
Workplace
100% of Chiquita's owned farms
are Rainforest Alliance Certified™,
SA 8000 and Global GAP Certified.
Living our values
means we treat one
another in a fair and
respectful manner,
foster an environment
of tolerance, and
encourage open, honest
communication
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c o d e o f c o n d u c t | C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
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c o r e v al u es i n t he w o r k p la c e
Fair Treatment of Our Employees
Chiquita is committed to the fair and
equitable treatment of all of our employees.
Applicants for employment and employees
are evaluated based on their individual job
qualifications and professional skills, and
without regard to race, color, gender, sexual
orientation, national origin, age, religion,
disability, veteran status or marital status.
this commitment, we also adhere to the
SA8000 standard as it applies to workplaces.
SA8000 is a leading authoritative and
independently verified standard of human
rights, which is based on the fundamental
standards of the International Labor
Organization and the UN Declaration of
Human Rights.
Child Labor
We comply with employment and labor laws
in the countries in which we operate. In the
event that we must significantly reduce the
size of our workforce or close a facility, we will
fully comply with applicable laws and with
our contractual commitments.
Respect for Basic Human Rights
At Chiquita, we respect and protect basic
human rights wherever we operate.
Although many of our policies already reflect
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We comply with child labor laws globally
including those governing family farmers.
Forced Labor
We will not engage in, or support the use of:
forced labor; human trafficking; or physical
punishment or abuse of workers.
Freedom of Association
We foster a workplace environment that
fully respects the rights of our employees.
This includes the right of all personnel to
join trade unions and other organizations
of their choice and to bargain collectively.
As such, employees who choose to be
represented by a trade union will not be
discriminated against, and will be afforded
all legal protections to which they are
entitled. We also respect the right of our
employees to refrain from such activities.
unwelcome verbal or physical conduct of a
sexual nature is prohibited.
Diversity and Inclusion
severe legal penalties.
We respect and value the diversity reflected
in the backgrounds, experiences, and ideas
of our employees. We are committed
to providing a work environment that
fosters respect for all job applicants,
employees, customers, suppliers and
contractors and that reflects the diversity
of the communities in which we operate.
Please see our Global Labor Strategy and
Equal Employment Opportunity Policy for
We all have a duty to foster a mobbing
and harassment-free work environment
by speaking out when a coworker’s,
visitor’s or customer’s conduct makes
us uncomfortable. We strictly prohibit
retaliation against employees who report
discrimination or harassment. Please see
our Prohibited Harassment Policy and
our Anti-Retaliation Policy for additional
information.
Harassment will not be tolerated, regardless
of whether you are on company premises
or are engaged in off-hours businessrelated functions, such as holiday parties
or business travel. Harassment may be
grounds for immediate dismissal, and it
can subject both you and the company to
Prohibiting Mobbing and
Harassment
We do not tolerate harassment or any
conduct that creates a work environment
that is considered intimidating, hostile,
offensive or inappropriate, or any behavior
against an employee that results in reducing
the employee’s ability to perform his or
her work. This behavior can include any
harassment or threats that humiliate,
ridicule, or isolate the employee. This can
be any type of bullying or psychological
intimidation. Furthermore, unwelcome
sexual flirtations, advances or propositions,
graphic comments about an individual,
or sexually explicit or offensive jokes,
unnecessary touching, and any other
Safety and Health
Safety is a hallmark of Chiquita Brands. We
provide our employees with a clean and
safe place to work and are committed to
eliminating work related injuries. Our goal
is to be regarded as the safest company in
our industry.
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c o r e v al u es i n t he w o r k p la c e
?
f
i
t
a
h
W
One of my coworkers has alcohol
on his breath. He doesn’t seem to
be acting strangely and seems to
be performing his job normally.
What should I do?
If you think a coworker may
be under the influence of any
substance that could impair his
or her work performance, you
have a responsibility to bring
this matter to the attention
of your supervisor. By letting
your supervisor know your
concerns, you are protecting
your coworker from injury and
upholding Chiquita’s safety
standards.
While working I noticed that
a machine part is broken. The
machine still seems to be running
properly, and I’m not sure if anyone
is aware of the part malfunction.
What should I do?
The industry average for workrelated injuries is 6.2 per year.
Chiquita’s average is 2.0.
Keep up the good work!
Think, act and work safely – for yourself,
for your family and for your coworkers. By
taking these simple actions and applying
common sense, you will help us to maintain
a safe and healthy work environment.
Anytime you become aware a piece of
equipment is broken or not working
properly, immediately report the
situation to your supervisor, even if
someone may have already raised a
concern. We must always know and
follow safe working procedures to
help prevent the occurrence of any
accidents.
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Injury prevention is both a company and
individual responsibility. We ask you to do
your best to work safely by using the safety
equipment provided to you, by following
our safety rules, by operating machinery
properly, and by reporting or correcting
potentially unsafe conditions. In turn, we
will do our best to provide you with the
tools, training and materials to carry out
your job in a safe manner. Please see our
Injury and Illness Prevention Program (IIPP)
Policy for additional information.
We won’t rest until we achieve
zero employee injuries!
Drugs and Alcohol
Our health and safety demands that each of
us report to work, or attend company events
free from the influence of any substance
that could impair our work performance
or create an unsafe working environment.
These substances include, but are not limited
to, alcohol, illegal drugs, prescription drugs,
or possibly even some over-the-counter
medications. Employees must advise their
supervisor if they are taking medication that
may impair job performance or safety prior
to performing work. Please see our Alcohol
and Drug Policy for additional information.
Prevention of Workplace Violence
Workplace violence, including threats,
intimidation, and retaliation is strictly
prohibited. Any behaviors or activities that
risk the security of Chiquita employees,
visitors, or property must be reported
immediately to your supervisor, to the
Human Resources Department or to the
Director of Global Security. Please see our
Workplace Violence Prevention Policy for
Weapons
The possession of deadly weapons while
engaged in company business or while on
company property is prohibited unless the
possession of a firearm is pre-approved and
is integral to the performance of your job
(for example, that of security personnel).
Chiquita’s General Counsel must receive and
approve any requests to possess firearms
while engaged in company business or on
company property. These approvals require
a waiver of our Code and are granted only
in rare cases. Please see our Workplace
Violence Prevention Policy and our Firearms
Policy for additional information.
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Living Our
Core Values...
in the
Marketplace
Living our values
strengthens the
Chiquita culture and
reputation within
our industry, with
our customers and
consumers, and with
our shareholders. We
respect not only OUR
brands but also those
of our competitors and
customers.
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Conflicts of Interest
We have an obligation, when conducting
company business, always to act in the
best interest of Chiquita. A conflict of
interest arises when our personal interests
interfere—or appear to interfere—with
our ability to objectively and effectively
perform our job. We also avoid any interest,
investment or association that might
interfere with our ability to exercise our
best judgment, or act in the best interests
of Chiquita while performing our jobs. No
family member should be hired into or hold
a position that places him or her in direct
decision-making authority over another
family member, and we should avoid
indirect reporting relationships with family
members that could create perceptions of
preferential treatment or favoritism. We
do not compete with Chiquita, or take
a company business opportunity for
personal gain.
Examples of conflicts of interest include:
Hiring a family member as a vendor for
Chiquita, without disclosing the
relationship, without going through the
appropriate bidding process and
without removing yourself from the
vendor selection process.
Accepting a free vacation or airplane
ticket from a Chiquita vendor, in
appreciation for the business that
Chiquita has provided the vendor.
and not disclosing if you are involved in
Chiquita’s pricing for the items the
other company provides.
Working for another company or your
own company, if the hours or demands
of the job interfere with your ability to
fulfill your job duties for Chiquita.
You are required to disclose to the Chief
Compliance Officer all potential conflict
situations as they arise. Please see our
Conflict of Interest Policy for additional
information, or ask your supervisor or
manager.
Board Appointments
In general, an employee may serve as an
officer or member of the board of directors
of another for-profit business only with prior
written approval of the General Counsel
and the employee's supervisor. This review
helps employees and the company avoid
actual or perceived conflicts of interest.
Approval is not required for service as an
officer or director of a charitable or other
non-profit institution, a trade organization,
or a family-owned business, unless the
business, or the association’s members,
are customers, suppliers, or competitors
of Chiquita, or the service is anticipated to
require a substantial time commitment.
Holding ownership interests in another
company that is a supplier for Chiquita
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Ed is a marketing manager at a Chiquita facility. He is launching
a new packaged salad promotion and wants to hire a vendor to
develop promotional materials. Ed is close friends with Anna, a
former Chiquita employee who now owns her own small marketing
company. Ed and Anna aren’t related and Ed admires Anna’s creativity
and strong work ethic. Additionally, because of their past relationship
Anna is going to give Ed (Chiquita) a very low price. Ed wonders how
he can get around the normal bidding process so he can award Anna
the promotions contract. Considering Anna’s great reputation from
her time at Chiquita, can Ed hire Anna’s company right away?
Ed must avoid any situation in which his ability to
remain objective is in question or that may present
a conflict of interest. Although Anna and her
company may be the best vendor for the contract,
Ed must follow the required bidding process.
Also, Ed’s close friendship with Anna may give the
appearance of him being biased and not making
decisions in the best interest of Chiquita. Therefore,
Ed must disclose his relationship with Anna to his
supervisor and to the Chief Compliance Officer and
remove himself from the decision-making process.
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Policy Appendix
Privacy and Information Security
Information is one of our most valuable
assets. In your work, you may have access to
private and confidential Information of the
company, which may include:
Proprietary information, such as:
Employee health information
Personal e-mail, pager and voicemail
messages of fellow employees
Customer and consumer information,
such as:
Names and contact details
Intellectual property, such as trade
secrets, copyrights and patents
Account information
Payment card information
Business plans, including marketing,
sales and other strategic initiatives
Unpublished financial data and reports
Confidential Information entrusted to us
by vendors, suppliers and business
partners
Access, Use and Dispose of
Confidential Information
According to Policy
Unless expressly authorized to do so
in connection with your job, you are
prohibited from accessing, without prior
authorization, any system or database
containing Confidential Information,
including employee, contractor, customer
or consumer information. If you are
expressly authorized to access Confidential
Information in connection with your job,
you must only use, disclose and dispose of
that Confidential Information in a manner
that is consistent with Chiquita’s policies.
You should treat the data of others as
carefully as you would want your own data
to be treated.
Chiquita complies with the applicable
data privacy laws and regulations in the
jurisdictions where we do business. For
more information on the privacy and
protection of employment data in your
region, please see Chiquita’s Employee
Privacy Policy and Electronic Media Policy.
A
Employee information, such as:
Personnel records
Wage and salary data
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What if I need to work at home and
want to send my work materials to my
personal email account (like Gmail or
Yahoo) so that I can access them from
my home computer?
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When you send emails to personal
email accounts, the messages
travel across the internet in a
manner that is not encrypted and
third parties (including hackers
and other criminals) can intercept
and read those emails. Therefore,
you must proceed with caution. If
your work contains Confidential
Information, including employee
or contractor files, or customer or
consumer information, Chiquita
policy prohibits you from sending
it to personal email accounts, because
of the risk that the materials can be
intercepted and stolen.
I have access to a colleague’s email
account as part of my job. If I suspect
some wrongdoing by him, should I
review his emails?
Company systems are provided
for legitimate company purposes
only and may be monitored. If you
suspect wrongdoing you should
alert your manager. You do not
have authorization to review emails
of your colleagues. Wanting to
help the company does not justify
a breach of our policies or your
colleague’s privacy.
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Safeguarding Information
At Chiquita, we respect the privacy of our
employees, contractors, customers and
consumers. Confidential Information
must be diligently safeguarded against
unauthorized disclosure – from your first day
as an employee and even after you leave the
company.
so ask your supervisor if you are unsure
about whether or not information is
confidential.
For more information on the privacy and
protection of such information in your
region, please see Chiquita’s Data Security
Event Guidelines Policy, and Chiquita’s
Internet Use Policy.
Chiquita is committed to ensuring that
we are properly collecting, using, storing,
disclosing and disposing of Confidential
Information, including employee and
customer data.
What if?
You are at a social event and
you are asked a question
about Chiquita relating to a
story that was in the news.
What do you do?
Stop!! And think carefully. Remember,
you are not permitted to speak on
behalf of Chiquita, you could potentially
provide confidential or insider
information without being aware. Please
tell the person you are unsure of the
company’s position and only designated
individuals in the company can speak on
behalf of Chiquita.
However, legal requirements vary
throughout the world and Confidential
Information is not always explicitly marked,
You are at a social event and you’ve
been talking to non-Chiquita
employees about all the extra
hours you and your colleagues
have been putting in over the
past few months without going
into specifics. Is this OK?
It might not be. Depending on your
position with the company, the additional
hours you are working could potentially
alert the public to an upcoming business
acquisition or other major event. Just by
innocently discussing your work schedule,
you could be disclosing confidential or
company insider information.
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Living Our
Core Values...
with Our
Consumers
and
Customers
Chiquita’s continued
success begins with
our relationships with
our consumers and
customers. We all must
work to advance these
relationships everyday.
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c o r e v al u es w i t h o u r c o n s u m e r s a n d c u s t o m e r s
Product Quality and Value
Chiquita is committed to building brands
that stand for superior quality, nutrition,
freshness, and good value. This means that
our products cannot leave Chiquita’s control
unless they meet or exceed our stringent
quality standards. We continually strive
to improve our agricultural, production,
shipping, and transportation operations to
deliver the highest quality products at the
most competitive costs and premium value.
Product Safety
At Chiquita, we have an unwavering
commitment to ensuring our products
are safe for consumers worldwide. We
comply with the relevant food and product
safety laws in the jurisdictions in which
we operate, and we often exceed these
29
standards. We each have a responsibility to
know and understand the food and product
safety policies and laws that affect our
products, customers, consumers, and jobs.
We also expect our suppliers to ensure the
quality of the products and services they
provide to us. Finally, we must monitor our
supply chain to ensure that our products
meet or exceed applicable safety and
quality standards each step of the way.
Marketing
Chiquita maintains the highest standards of fairness and honesty in our marketing,
promotion, advertising, labeling and packaging. Our consumers trust Chiquita, and we must
never take any action that would undermine their faith in our brands.
Advertising and labeling on our packaging and all other company communications must
provide customers and consumers with accurate information about our products and must
adhere to applicable laws. We will not misstate facts or deliver false or deceptive statements
about our products. Note that false or disparaging remarks about a competitor or a
competitor’s products will not be tolerated.
We must immediately report to
management any risks to product safety
or quality so that appropriate action can
be taken to ensure we uphold our food
safety commitment. Please see our Global
Food Safety Policy Manual for additional
information.
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Living Our
Core Values...
with Our
Shareholders
Our shareholders
put their trust in us
to continually drive
Chiquita’s performance,
and to create
shareholder value.
We respect that trust
and strive to deliver
sustained growth,
profitability and ethical
operations.
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Keeping Accurate Records
Investors rely on Chiquita employees to
deliver on Chiquita’s commitments, present
accurate and timely information and
maximize the return on their investment.
Therefore, we are all responsible for
documenting and recording company
information honestly, properly and
consistent with our internal controls and
policies. For example, make sure that all
entries are accurate on expense reports,
project reports, timecards, employment
applications, profit and loss statements and
marketing research reports. Regardless
of our positions or job responsibilities,
we are obligated to make certain that the
company’s books and records are complete
and accurate.
As a publicly traded company, Chiquita is
subject to numerous rules and regulations
and we all must work to ensure the
company can meet these evolving
requirements. No entry may be made on
the company’s books and records that
intentionally hides or disguises the true
nature of any transaction. Although we may
not see an immediate connection between
our place within the company and Chiquita’s
financial statements, we each have a
role to play. If your job responsibilities
include working with Chiquita’s accounting
reports or other financial resources you are
required to follow our internal controls and
policies to ensure that both our local and
consolidated financial statements are true
and accurate.
We must be sure to cooperate fully with
both internal and external audit teams
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to ensure timely and accurate audit
processes. If you have any questions about
this responsibility, you should consult
your supervisor, a member of the Legal
Department or the Chief Compliance Officer.
Any accounting or auditing irregularities
must be reported to the Chiquita Helpline
or to one of the resources identified in
this Code. See our Internal Control Policy,
Approval Authority Policy and the SarbanesOxley Section 404 Guidance Document for
Maintaining Corporate Records
Proper management of our records
preserves the vital flow of information
within Chiquita while minimizing risks
from outdated information. We have a
responsibility to retain Chiquita business
records as long as needed for business
purposes, or longer if required by tax,
regulatory or other standards; and our
records must be stored in a manner that
enables us to locate them if and when
needed. Please follow all rules set forth
in our Record Retention and Destruction
Policy, the Electronic Media Policy and our
Litigation Hold SOP.
If you know that documents in your control
may be relevant to a lawsuit or government
investigation, do not alter, conceal or
destroy any of those documents. Please
consult our Litigation Hold Process SOP for
guidance.
Protecting Company Assets
Chiquita’s assets only exist to enable our
business. Our assets have been acquired
through the hard work of our employees
and at significant company investment and
expense. Our company’s assets include
cash, equipment, inventory, supplies
and intellectual property. Each of us is
responsible for protecting and preserving
company assets and resources against
theft and damage or from unlawful or
unethical use. If you engage in theft,
fraud, embezzlement or misappropriation
of Chiquita’s assets you will be subject to
disciplinary action, up to and including
termination; and Chiquita may also pursue
appropriate legal remedies, including
criminal prosecution. You must immediately
report all suspected improper activities to
management, or to one of the resources
listed in this Code. See our Internal Control
Policy, Approval Authority Policy and
Corporate Physical Security Guidelines for
Protecting the Company’s
Reputation
We are all the face of Chiquita: to the
communities in which we work and live;
to our vendors, suppliers and business
partners; and to our customers and
consumers. Our reputation is a hard-won
and valuable company asset. Protect it by
using sound business judgment at all times
when you are representing Chiquita, both
during and outside of normal business
hours.
Speaking with One Voice in
Public
Chiquita has an important responsibility to
provide complete and accurate information
to the public concerning its business
activities. Because only certain people
within the company are in possession of the
What if?
Sylvia, a Chiquita accountant, reads a news article
claiming that one of Chiquita’s suppliers is violating
environmental protection laws. Sylvia knows we
are committed to protecting the environment, but
her job responsibilities don’t deal directly with our
environmental programs. She assumes someone who
does deal with this issue directly must have read the
article as well, so she puts the article aside and goes
about her normal routine. Should Sylvia have done
anything differently?
Sylvia is not violating any policy
or law by not contacting anyone
about the article. However, each
of us has a responsibility to uphold
our company’s Core Values. Instead
of ignoring it, Sylvia should share
the article with her supervisor or
with the proper department so
that the matter can be assessed
and appropriate action can be
taken if necessary to protect the
environment and Chiquita. See
our Supplier Code of Conduct for
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You may have frequent access to material
inside information simply based on your job.
If so, you should be particularly cautious.
This includes being careful about discussing
confidential information or leaving
confidential documents accessible in a
public location, even within the company.
Employees who have regular access to
inside information generally must not trade
in Chiquita securities except with preapproval during specific “window periods”
determined by the Legal Department.
information that shareholders, analysts and
the media may require, we refer to Investor
Relations or Corporate Communications, as
appropriate, all outside inquiries regarding
Chiquita’s activities, performance, plans or
position on issues.
If you are asked questions, either directly
or through another person, do not attempt
to answer them unless you have been
authorized to do so.
Requests for information from the
shareholders or analysts should be referred
to Investor Relations, and requests or
questions from the media should be referred
to Corporate Communications. Requests for
information involving legal issues should be
directed to the Legal Department.
Avoiding Insider Trading
Insider trading is illegal. It distorts the market
and damages trust. Securities laws make it
illegal for employees with “material inside
35
information” about a company to trade
in its securities or share that information
with others. Material inside information
includes information that has not yet been
publicly disclosed about financial results,
investments, acquisitions, new business
relationships, management changes or any
other information on which an investor would
base a decision to buy, sell or hold securities.
As an employee, you and members of your
immediate family are strictly prohibited
from trading in Chiquita stock, or the stock
of our business partners, our suppliers or
our competitors, based on material inside
information. Sharing material inside
information, called “tipping” is also illegal.
Before trading any Chiquita securities, you
should consult Chiquita’s Insider Trading
Policy. If you have any questions about
whether information is material, or whether
you can trade Chiquita or other securities
at a particular time, you should contact a
member of the Legal Department.
What if?
Victor would like to help his mother
with her failing stock portfolio. Victor is the administrative assistant for
a Chiquita executive and has confidential knowledge of a possible new
acquisition that could boost Chiquita’s
stock price. Can he tell his mother this
information?
No. Although Victor may have good
intentions, he would be engaging
in “tipping,” which is a violation of
our Code, Chiquita’s policies and the
law. Furthermore, if Victor’s mother
acts on this information, both of
them may be liable for violating
insider trading laws. Victor must
keep this information to himself.
Speculative or short-term transactions in
Chiquita securities by employees are also
prohibited, regardless of whether you have
any inside information at the time; these
include frequent trading, short sales or
buying or selling options (puts or calls) on
Chiquita securities.
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Living Our
Core Values...
with Our
Business
Partners
Chiquita believes in
doing business with
suppliers, contractors,
agents, consultants and
other business partners
who demonstrate high
standards of ethical
business conduct.
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Our ultimate goal is to direct all of our
business to partners who demonstrate
their compliance with our Code of Conduct
and who operate in an ethical and lawful
manner. Exercising good judgment in
selecting suppliers and other business
partners is key.
We:
Work with all business partners to
ensure compliance with applicable laws
and regulations when they provide
goods and services to Chiquita.
Do not knowingly use suppliers who
operate unethically, or who violate
applicable laws.
Do not engage suppliers who compete
unfairly or use unfair business practices.
Competitors
Chiquita competes vigorously but fairly. We
comply with the antitrust laws in the United
States, as well as the competition laws of the
European Union and various laws in other
countries where we do business. Under
these laws and our Antitrust Policy, certain
practices should be avoided, including,
among others:
Discussing prices, costs, product supply,
marketing, territories or other sensitive
marketing information with
competitors.
Entering into formal or informal
agreements or arrangements with
competitors that will result in fixing
prices, allocating production, customers
or suppliers, adjusting sales volume, or
dividing sales territories.
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Agreeing with customers and suppliers
to establish the resale price of a
product, limit a customer’s right to sell a
product or condition the sale of
products on an agreement to buy other
Chiquita products.
Charging different prices (not including
individually negotiated contract prices)
to similarly situated customers.
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Terminating business relationships,
pricing products below cost and certain
other pricing and promotion policies,
especially when we have a substantial
share of the local market.
Refusing to conduct business with a
particular person or business (or
causing others to do the same) to
obtain a better deal.
In the event of an antitrust violation — even
one that is unintentional — Chiquita may be
exposed to substantial fines and penalties,
as well as severe damage to its reputation.
Employees who violate Chiquita’s antitrust
policy will face termination, in addition to
potential criminal sanctions, which could
include imprisonment.
Mike recently attended a local industry
meeting and overheard gossip that a
distributor is about to declare Chapter
11 bankruptcy. Mike decides to refuse
to honor the distributor’s orders and
encourages his competitors to follow
his lead. Mike reasons that he is simply
protecting the best interests of Chiquita
and the industry at large. Is Mike’s
decision the best way to protect Chiquita’s
interests?
Encouraging competitors not to do business with
the distributor and the competitors’ subsequent
course of action could be considered an illegal
“group boycott.” Mike should never encourage
competitors to refrain from doing business with
any third parties. Always use caution when you
communicate with competitors. Agreements
to boycott, fix prices or set territories, as well
as other business decisions, can violate U.S.,
European Union and other countries’ antitrust
and competition laws. Always seek advice from
the Legal Department if you become aware of
such discussions or if you have any questions
concerning interactions with competitors.
Each of us is responsible for knowing
and complying with this policy and the
applicable local competition or antitrust
laws. Before you communicate or take any
action in a situation that may raise antitrust
questions, consult the Legal Department.
See our Antitrust Policy with Co-Loading
Guidelines for additional information.
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Exchanging Gifts
and Entertainment
Business gifts and entertainment are
courtesies designed to build good working
relationships and goodwill with vendors,
customers and suppliers. However, gifts are
not appropriate if they create an obligation,
put you in a situation where you appear to
be biased, or are given with the intent to
influence a business decision.
Gifts and entertainment are permitted if
they are:
Reasonable
Infrequent
In good taste
Unsolicited
Not cash or cash equivalents.
The rules for gifts and entertainment apply
year round, even during the holidays, and
they apply not only to you as an employee,
but also to your spouse, partner or family
members.
If you are offered a gift or entertainment
that is inappropriate, you should decline.
If you find yourself in a situation where
refusing a gift would embarrass or hurt the
person offering it, you may accept the gift
on behalf of Chiquita and then report it to
your supervisor or the Chief Compliance
Officer, who will determine next steps.
The important thing to remember is that
you cannot promise to offer, give, or receive
anything that would compromise—or even
appear to compromise—your ability to
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make fair, impartial and balanced business
decisions. See our Procurement Policy
and Associate Expense Reports Policy for
Bribery and Corruption
We win on the merits of our products and
our people, never through bribery or the
corruption of government officials. Bribery
is against the law everywhere in the world.
Chiquita policy prohibits employees from
using improper, unethical or questionable
business practices while conducting
business on its behalf.
We abide by all international laws,
treaties and regulations that forbid
bribery of foreign officials or of any
party to commercial transactions,
including the UK Bribery Act, the U.S.
Foreign Corrupt Practices Act (“FCPA”)
and other national and local laws.
Specifically:
Do not provide anything of value to a
government official in an attempt to
influence a decision.
We monitor compliance with Chiquita’s
Anti-corruption and FCPA Guidance Manual
through regular compliance audits and by
requiring certain employees to report all
payments made to government officials on
a quarterly basis. Any questions concerning
this process or the policy should be directed
to the Chief Compliance Officer or Legal
Department.
Maintain accurate, reasonably detailed
books and records of all global
transactions.
International Trade Regulations
and Export Control Laws
Contact the Legal Department before
offering or providing any gift or entertainment, or anything else of value,
to a government official.
Immediately report any indication of
improper payments, gifts or
entertainment.
Do not make improper payments through
a distributor, agent, dealer or any other
third party.
For more information, see our Anti-corruption
and FCPA Guidance Manual which addresses
these complex issues in greater detail.
Because we do business globally, we need
to know and to comply with applicable
laws and regulations that govern, restrict
or affect our international trade. These
laws include anti-terrorism laws, trade
restrictions and sanctions, anti-boycott
regulations and applicable import and
export controls. They are intended to
prevent improper activities such as
terrorism, the illicit spread of weapons
and narcotics trafficking. See our Antitrust
A bribe does not have to be cash; it could
also take the form of providing lavish
entertainment to a foreign official or paying
more than fair market value for the property
of a foreign official or other party to a
commercial transaction.
Under the FCPA and Chiquita’s Anticorruption and FCPA Guidance Manual,
directly or indirectly offering, promising or
providing anything of value to a foreign
government official to obtain or retain
business is strictly prohibited. This principle
applies to all employees worldwide,
regardless of location.
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Policy and International Trade Compliance
Policy for additional information
Several U.S., E.U. and other laws exist that
prohibit us from doing business with certain
people or entities, as well as conducting
business in certain countries. Consequently,
we have procedures in place to screen
parties with whom we enter into any type of
commercial transactions, including suppliers
and certain intermediaries, before making
any payments to them.
If your job involves dealing with new
customers or suppliers, you should be aware
of these rules and sensitive to red flags, such
as a purchasing agent’s being reluctant to
offer information about a product’s end-use
or whether a product will be transshipped or
re-exported. Additional information can be
found in our International Trade Screening
Process Guidelines.
Anti-Boycott Laws
At all times we follow U.S. anti-boycott
laws that prohibit us from participating in
unsanctioned boycotts, and require us to
report certain requests to participate in
boycotts even if we do not comply with
such requests. A “boycott” occurs when
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one person, group, or country refuses to do
business with certain people or countries.
Because violations of U.S. anti-boycott
laws are serious, and can include civil and
criminal penalties, you must immediately
report to the Legal Department any request
to participate in a boycott.
Imports and Exports
Chiquita imports goods into the United
States and into other countries. When this
occurs, we must comply with all applicable
customs laws and regulations to ensure
that required documents are filed with
the relevant customs authority, goods are
properly valued and classified, country of
origin of goods is properly declared, and
other requirements are satisfied.
Chiquita is planning to expand one of its farms. Before
we can begin construction, the Agricultural Ministry must
inspect the site and approve our plans. The Ministry lacks
funds to send an inspector out to Chiquita’s farm and says
it will be at least six months before the inspection can take
place. However, an agent in the Ministry office says that if
Chiquita agrees to pay the inspector’s travel expenses, the
inspection can occur in the next three weeks. Can we agree
to pay for the inspector’s travel expenses?
Money Laundering
Money laundering involves concealing illegal funds or trying to make those funds look legitimate. Such actions
are prohibited by domestic laws in the United States. Other U.S. laws may apply to certain Chiquita activities
overseas. For example, the money-laundering provisions of the U.S. Patriot Act require Chiquita to report any
transaction involving cash, coins or currency in an amount of more than US$10,000. For guidance in this area,
contact a member of the Legal Department.
If you have any questions about money laundering contact the Chief Compliance Officer or the Legal Department.
Examples of Money Laundering include:
Making payments in currencies other
than as previously agreed or as is typical
for the location.
We are each responsible for reviewing and
understanding the International Trade
Compliance Policy and how it applies to
our individual jobs. Should you have any
questions on what you can or cannot do, you
should consult the Chief Compliance Officer
or a member of the Legal Department.
Additional information can be found in our
Policies and Procedures Manual for Import
and Export Compliance.
We may be able to pay for the
inspector’s travel expenses.
Payments to government agencies
(as opposed to officials) are
generally permissible, provided
that the payment does not benefit
an official personally. You should
get a request like this in writing
on Ministry letterhead and then
contact the Chief Compliance
Officer or a member of the Legal
Department for guidance. If
payment is approved, make
reasonable travel arrangements
directly with our service providers
and make sure that the Ministry,
not Chiquita, selects the inspector
to perform the inspection.
Making or receiving payments in cash,
unless otherwise pre-approved as
typical for the location.
Making or receiving payments from
someone not a party to the transaction.
Making or receiving overpayments.
44
Table of Contents
Policy Appendix
Living Our
Core Values...
in Our
Global
Communities
We are proud of
our long-standing
commitment to improve
the quality of life
in the communities
in which we live
and work, through
our participation in
community projects and
philanthropic programs.
45
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Table of Contents
Policy Appendix
Protecting the Environment
Improve world nutrition:
We are committed to reducing our
environmental impact and protecting
natural ecosystems by implementing sound
and safe operating practices. We comply
with all relevant environmental laws, rules
and regulations in every jurisdiction in
which we operate, and we will strive to
exceed these by following internationally
accepted standards where they exist.
•Focus on fruits and vegetables that
provide the most nutrition possible
As a company, we are committed to working
together continuously with employees,
customers, suppliers, and consumers to:
•
Provide education and income
opportunities.
• Develop healthy, nutritious, and
convenient foods for improving people’s lives.
Enhance livelihoods:
•
Ensure our employees are trained
well and work safely
Commitment to Our Communities
Reduce our environmental impact:
•Maximize efficient use of natural
resources
•Reduce, reuse, and recycle
•
Protect biodiversity through
conservation
•
Execute environmental and social
management systems.
As a global business leader, we will respect
cultural differences and be responsible
corporate citizens in the communities in
which we operate. Chiquita is actively
involved in community and charitable
activities.
that further our employees’ professional
growth and development. Eligible
employees are given eight hours of paid
Volunteer Time Off each calendar year to
volunteer for worthy causes close to their
own personal interests with the goal of
energizing hearts and engaging minds
through Live Chiquita!
Chiquita encourages employees to become
actively involved in community, volunteer
and charitable activities, especially those
At Chiquita, we:
Support projects and organizations that
make a positive contribution to our
communities.
Carefully examine any requests to the
company for charitable donations.
Do not donate company funds, or make a
contribution in the company’s name,
without proper approval.
Do not pressure others to contribute to
charitable organizations.
For additional information about CSR at
Chiquita please see: http://www.chiquita.
com/getattachment/4dedce2f-c4ac-41839e14-c87a6202e511/2012-CorporateResponsibility-Report.aspx
47
Political Activities and
Charitable Donations
At Chiquita we welcome the opinions and
ideas of all people. We each have the right
to participate in the political process and
engage in political activities. Although the
laws and regulations governing political
activities by corporations can be complex,
it’s important to remember that you may
not do anything that would make it appear
that Chiquita is supporting a candidate or
an initiative without pre-approval by the
General Counsel. You must use your own
time and resources and not the company’s
when participating in political activities. For
example, you may not make fundraising
calls from the office or hang political posters
in company workspaces.
We do not make political contributions,
even if legally permissible. Political
contributions include both cash
contributions and in-kind donations
either to political parties or to individual
politicians. This provision does not apply
to company sponsored PACs or the
administration and other permissible
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Table of Contents
Policy Appendix
c o r e v al u es i n o u r g l o bal c o m m u n i t i es
Our Social Media Presence
Chiquita Banana
https://www.facebook.com/Chiquita
Chiquita Snacking https://www.facebook.com/ChiquitaSnacking
activities the entity may undertake in their
support.
Chiquita’s lobbying and advocacy activities
are guided by the principles of transparency
and openness. Chiquita respects the
national laws of each of the jurisdictions in
which the company carries out lobbying
activities. If you have any questions
regarding political activities or charitable
contributions please contact Chiquita’s
Senior VP Government and International
Affairs, and Corporate Responsibility Officer.
Social Media
Social media and social networking have
changed the way we communicate with
each other and with the world. Social
media includes: websites, social networking
sites, and all forms of online publishing and
discussion such as blogs, wikis, file sharing,
user generated video and audio content,
virtual worlds, forums, chat rooms, mobile
applications and other networks.
49
Even though the manner and tools through
which we are communicating may be
different, our traditional communication
rules still apply:
If you wish to make a comment about
Chiquita in your personal social media
interactions, you must ensure that your
post clearly explains you are speaking
for yourself and not on behalf of Chiquita.
Never post confidential information
about Chiquita, our colleagues,
customers, suppliers, or business
partners on any social media sites.
If Chiquita has authorized you to speak
on behalf of the company through
social media as a part of your job duties,
you must at all times adhere to
Chiquita’s guidelines for authorized
communications.
For additional information see our Social
Media and Social Networking Policy.
Fresh Express
https://www.facebook.com/FreshExpressSalads
Chiquita
http://www.linkedin.com/groups/Chiquita
-3702066/about?trk=anet_ug_grppro
Chiquita Banana
http://pinterest.com/chiquitabrands/
Fresh Express
http://pinterest.com/freshexpress
Chiquita
https://twitter.com/Chiquita
ChiquitaCareers
https://twitter.com/ChiquitaCareers
ChiquitaClassic
https://twitter.com/ChiquitaClassic
FreshUpdates
https://twitter.com/FreshUpdates
OfficialChiquita
http://www.youtube.com/officialchiquita
Banana Recipes
http://www.youtube.com/bananarecipes
Chiquita
http://www.Chiquita.com/
Chiquita Bananas
http://www.ChiquitaBananas.com/
Chiquita Moms
http://www.ChiquitaMoms.com/
Fresh Express
CSR
http://www.FreshExpress.com/
http://www.chiquita.com/getattachment/
4dedce2f-c4ac-4183-9e14-c87a6202e511/
2012-Corporate-ResponsibilityReport.aspx
50
Table of Contents
Policy Appendix
Administering the Code
The Compliance Department
The Chief Compliance Officer is an officer designated by the Board of Directors. This officer
reports to the Audit Committee of the Board of Directors and the full Board. The Audit
Committee oversees Chiquita’s general compliance with the law and this Code of Conduct.
The Chief Compliance Officer maintains appropriate staff to work with business managers
and employees to provide timely, pragmatic advice on compliance questions; administer
education, training and compliance auditing programs; and investigates violations of the
Code.
You can reach the Compliance Department via e-mail at [email protected]
or via our helpline at www.chiquitahelpline.ethicspoint.com or 1-888-749-1592. See the
intranet for country-specific access codes for toll-free dialing outside the U.S. and Canada.
Code Administration
We respond to possible misconduct in a manner designed to ensure fair treatment of any
individuals involved, and uphold our stakeholders’ faith in our company.
Investigations
We take seriously and investigate all reports of violations of the law, this Code or company
policies. We conduct investigations in a manner that is impartial, objective, thorough and
timely. We cooperate honestly in any investigation, maintaining appropriate confidentiality.
Discipline and Corrective Action
Violations of the law, the Code or company policies can result in discipline ranging from
verbal or written reprimands up to and including termination of employment. Violations of
the law may also result in prosecution, imprisonment and fines.
Following any violation, we look for and implement process and procedural improvements
and other corrective action to keep the problem from happening again.
Waiving the Code of Conduct
On rare occasions, Chiquita may find it appropriate to waive a provision of the Code. All
waivers require the pre-approval of the Chief Compliance Officer or the General Counsel.
However, a waiver of the Code on behalf of executive officers or directors may be made
only by the Board of Directors or by the Audit Committee. If a waiver is given, Chiquita will
promptly disclose this fact as required by federal securities laws and the NYSE rules.
51
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Table of Contents
Policy Appendix
Employee Commitment
and Acknowledgment
of Receipt
I acknowledge that I have received and will comply with Chiquita Brands International’s
Code of Conduct (“the Code”). I understand that I am responsible for reviewing the Code
and all other Chiquita policies, including, but not limited to Prohibited Harassment, Antiretaliation, the International Trade Policy, and the Anti-corruption and FCPA Guidance Manual.
I understand that violation of the policies and ethical standards outlined in the Code may
subject me to disciplinary action up to and including termination. I understand that if I
have questions related to the standards of conduct outlined in the Code or other company
policies, I should discuss them with my manager, a member of the human resources
department, a member of the Legal Department, the Chief Compliance Officer or with
Chiquita’s Helpline.
I understand and agree that the Code is not an employment contract nor is it intended to
confer any rights or benefits of employment. I also understand that if I am a non-union
U.S. based employee I am an at-will employee and the Code does not guarantee continued
employment. If I am a non-U.S. based employee I understand that my employment
continues to be governed by local laws or by my employment contract, or both.
✁
SIGNATURE DATE
PRINT NAME
TITLE
PLEASE RETURN SIGNED FORM TO THE CHIEF COMPLIANCE OFFICER.
53
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Table of Contents
Policy Appendix
Helpline
Chiquita’s Helpline provides its employees, its vendors, and other third parties with a means
of reporting ethical or legal concerns. The helpline is available
24 hours a day, seven days a week, and reports are accepted in any language. The Helpline
can be accessed by phone at 1-888-749-1952 or by web at
www.chiquitahelpline.ethicspoint.com.
This page intentionally left blank.
Persons who report concerns are protected from retaliation.
Amending the Code of Conduct
Chiquita reserves the right to amend this Code at a future time.
55
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Table of Contents
Policy Appendix
Policy
Page
Alcohol and Drug Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 18
Anti-Retaliation Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 10, 16, 54
Antitrust Policy with Co-Loading Guidelines • • • • • • • • • • • • • • • • • • • • • • • • • 39, 43
Approval Authority Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 33, 34
Associate Expense Reports Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 41
Conflict of Interest Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 12, 21
Corporate Physical Security Guidelines • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 33
Data Security Event Guidelines Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 25
Electronic Media Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 24, 33
Employee Privacy Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 24
Equal Employment Opportunity Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 16
Anti-corruption and FCPA Guidance Manual • • • • • • • • • • • • • • • • • • • • • • • • 41, 42, 54
Firearms Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 18
Global Food Safety Policy Manual • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 29
Global Labor Strategy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 9, 16
Revised & Printed August 2013
Chiquita’s Code of Conduct: Live Chiquita
Injury and Illness Prevention Program (IIPP) Policy • • • • • • • • • • • • • • • • • • • • • • • • 18
Insider Trading Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 36
Internal Control Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 33, 34
International Trade Compliance Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 43, 54
Internet Use Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 25
Litigation Hold Process SOP • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 33
is also posted on www.chiquita.com
Additional printed copies of this Code may be requested by email at
[email protected] or by mail from the Chief Compliance Officer,
Chiquita Brands International, 550 S. Caldwell St., Charlotte, NC 28202
Policies and Procedures Manual for Import and Export Compliance • • • • • • • • • • • • • • 43
Procurement Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 41
Prohibited Harassment Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 16, 54
Record Retention and Destruction Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 33
Social Media and Social Networking Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • 49
Supplier Code of Conduct • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 34
International Trade Screening Process Guidelines • • • • • • • • • • • • • • • • • • • • • • • • 43
Workplace Violence Prevention Policy • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • 18
57
100% of Chiquita’s owned farms
are Rainforest Alliance Certified™,
SA 8000 and Global GAP Certified.

Integrity in Action

Transcription

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