Business Policies

CORPORATE STATEMENT 

Balchem Corporation (the “Company”) is committed to conduct its activities in accordance with all relevant laws, as well as high moral and ethical standards.  This principle is the foundation upon which the Company has built its reputation of providing quality products, superior service and integrity in all facets of its operations.  All employees must become familiar with these principles and must conform to this Policy, at all times, without exception.

POLICY 

It is the Company's policy to conduct its business in strict compliance with both the letter and spirit of all laws of the countries in which we do business, and it is also the Company's policy to prohibit any activity which is illegal, unethical or which may generally have an adverse effect on the Company's products, personnel or business.

PERSONAL RESPONSIBILTY

You have a personal obligation to observe both the letter and spirit of every provision of this Policy and you should encourage the compliance with this Policy by your fellow employees.

Any activities that might lead to violations of this Policy, or which might give the appearance of violating this Policy, must be brought to the attention of management, in particular, the President and CEO; Vice President, Human Resources; or the General Counsel. The Company recognizes that there may be occasions, when concerns are so sensitive, one may not feel at ease going directly to management and it would be more comfortable to raise concerns confidentially.  In such cases, the Network Hotline (1-877-597-7473) may be used for reporting issues of concern regarding violation of this Policy, even though the Network Hotline functions as our primary means of reporting misconduct in the areas of financial, accounting and/or auditing controls.

CONFLICTS OF INTEREST 

All employees must avoid any conflict, or even the appearance of a conflict, between their personal interest and the interest of the Company. Neither our employees nor their immediate family members may be involved with any undisclosed business that competes or does business with the Company, and no such person may take for themselves personally any opportunity properly belonging to the Company.  This, however, does not apply to the ownership of a nominal amount of stock in a public company with which Balchem may have a relationship.

All employees are required to disclose to the President and CEO or the General Counsel, in writing, any outside business or financial interest which could influence the discharge of their responsibilities to the Company.

CONFIDENTIAL INFORMATION 

A substantial part of the Company’s activities, including its technology, manufacturing processes, customer and employee lists, are proprietary.  No employee may give, disclose or provide access to any confidential or proprietary information of the Company, except to persons or entities having a legitimate need for this information, as part of the normal conduct of the Company's business or as otherwise required by law.  Disclosure of any confidential information, however harmless the item may seem, to unauthorized persons is specifically prohibited. Employees must therefore safeguard Company information from oral or written disclosure (including e-mail) to any unauthorized person, unless legally required. Questions as to the confidentiality of an item or information must be referred to senior management.  If disclosure of Company information is required by legal process or otherwise by operation of law, employees must discuss such required disclosure with the General Counsel or the President and CEO prior to actual disclosure.

RELEASE OF MATERIAL INFORMATION 

The public disclosure of information about the Company's business is dictated by common sense and legal constraints.  It is the Company’s policy to provide full, fair, accurate and timely disclosure in public communications.  Selective disclosure of material, non-public information is prohibited. The President and CEO may authorize certain employees to disclose specific types of information to the media, the financial community, other companies or entities. Disclosure of any information regarding the Company’s business is subject to the Corporate Communications Policy, including procedures for implementing applicable confidentiality agreements.

EMPLOYEE HEALTH, SAFETY AND THE ENVIRONMENT

All employees must comply with applicable environmental, health and safety laws and regulations.  As part of the Company’s commitment to protect the environment and preserve our natural resources, the Company and its employees will take appropriate measures to protect those resources within our control.

INSIDER INFORMATION IN SECURITIES TRADING 

The trading of securities on the basis of material information not available to the general public is prohibited by law. In addition to legal liability, such action may also bring the Company into disrepute.  The Company may bring civil or criminal suit against any individual responsible for the improper use or disclosure of inside or confidential information. Please refer to the Company's Insider Trading Policy, which is in addition to this Policy.

RELATIONSHIPS WITH COMPETITORS/ANTITRUST

In keeping with antitrust laws, the Company's employees are prohibited (a) from entering into any agreement, expressed or implied, formal or informal, with any competitor with regard to prices, terms or conditions of sale, or allocation of territories or customers, or (b) from engaging in any conduct that violates any international, federal, state or local competition laws.

GIFTS AND FAVORS 

Employees and our representatives must conduct business with customers and vendors on the basis of service, quality performance and price without giving or accepting anything of value that could influence or appear to influence the outcome of a transaction or relationship. No employee shall accept entertainment or gifts exceeding industry standards from suppliers or others with whom the Company does business. Any activity in response to a gift or entertainment received, except by returning an item of approximately equal value, is specifically prohibited. Employees may offer gifts, entertainment or business courtesies to others, provided they do so in the normal course of business and within the constraints of this Policy. The use of gifts, entertainment or business courtesies to influence or appear to influence the recipient improperly is specifically prohibited. Gifts or entertainment may never be solicited.  The President and CEO may establish, as necessary, the Company’s interpretation of "industry standards."

PROCUREMENT INTEGRITY

All business dealings with suppliers will be addressed fairly and ethically on a nondiscriminatory basis, without reference to personal relationships, and consistent with applicable laws and regulations.

ACCOUNTING 

The Company's accounting policy objectives are to standardize financial reporting to provide adequate internal controls that insure the preparation of records and reports in accordance with current generally accepted accounting principles and all applicable laws. Employees are prohibited from making any false, misleading, or incomplete statements or providing incomplete or incorrect information to the Company's accountants and auditors in their preparation, examination or audit of the Company's financial statements.

U.S. EMBARGOES AND SANCTIONS

The Company complies fully with U.S. sanctions and embargoes restricting U.S. persons, corporations and foreign subsidiaries from doing business with certain countries, groups and individuals. Economic sanctions and prohibitions prohibit doing business of any kind with targeted countries, corporations and individuals, subject to certain specific exceptions. U.S. persons or corporations may not approve, facilitate or engage in transactions by or through a third party that the U.S. person could not do directly.

IMPLEMENTATION OF POLICY 

The President and CEO is committed to the enforcement of this Policy.  All employees shall acknowledge compliance with this Policy annually, in writing.

CLOSING STATEMENT 

The Company places its confidence in the integrity of its employees to act in accordance with the standards expressed herein.  Each employee should take pride in the association with a company committed to high moral and ethical standards.