The Chase Corporation “Code of Conduct and Ethical Standards” (the Code) sets forth legal and ethical standards of conduct for all employees, officers, and directors of Chase Corporation. This Code is intended to promote the conduct of all Company business and relationships in compliance with applicable laws and regulations and in accordance with the highest standards of integrity.
Training regarding the Code is provided for all employees, officers, and directors of the Company during their initial orientation and periodically as deemed necessary.
This Code requires all employees and officers of Chase Corporation to comply with the following, to:
- Act with honesty, integrity, and independence, avoiding actual or perceived conflicts of interest in all Company related personal and professional relationships. Officers and employees are prohibited from receiving and giving gifts that exceed $50 in value or participating in any form of payment that may be considered a bribe. In addition, officers and employees are prohibited from using company funds for political advocacy that may result in unfair or illegal advantage to the Company, its officers, directors or employees.
- Discuss with the Corporate Compliance and Ethics Officer, and/or, the Chairman of the Audit Committee any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. All reported transactions or relationships will be reviewed by the respective parties noted above, who will be responsible for determining whether such transaction or relationship constitutes a conflict of interest.
- Provide full, fair, accurate, timely, and understandable financial disclosures in all reports and other documents that are used in Company transactions or may be filed or submitted by the Company to the Securities and Exchange Commission, any other regulatory body, or used in other public communications.
- Use Company property, which includes but is not limited to confidential information about the Company’s business, finances, customers, vendors, and strategic plans, solely for the benefit of the Company and its clients.
- Comply with all applicable stock exchange and federal, state, and local government laws, rules, and regulations.
- Follow and enforce this Code.
- Formally and promptly communicate any suspected breach of this Code directly to the Corporate Compliance and Ethics Officer. All reports are confidential and processed through the Company’s third-party provided hotline (Alert Line) using the appropriate toll-free number listed below.
Violation of this Code will result in disciplinary action up to and including termination of employment and, if applicable, referral to the appropriate law enforcement agency.
Chase Corporation Employee Complaint Procedures for Financial Matters: Whistleblower Provision
Any employee or officer of the Company who suspects a violation of the Code may submit a legitimate concern or complaint regarding accounting, financial reporting, internal accounting controls or auditing matters to the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations — including those related to financial matters. The Company’s Audit Committee of the Board of Directors will oversee treatment of concerns and/or complaints.
The Audit Committee has established the following procedures for the receipt, retention, and treatment of complaints regarding financial matters to facilitate the reporting of employee complaints in a confidential and anonymous manner.
Reporting and Retention of Complaints and Investigations
The Compliance and Ethics Officer will maintain a log of all complaints. The log will track the receipt, investigation and resolution. The officer shall prepare a periodic summary report for the Audit Committee. Copies of complaints and the log will be maintained in accordance with the Company’s document retention policy and guidelines.
Chase Corporation Directors’ Code of Business Conduct and Ethical Standards
The Board of Directors of Chase Corporation has adopted this “Code of Business Conduct and Ethical Standards” (the Code) for Directors of Chase Corporation to foster a culture of integrity, honesty, and accountability. This Code is intended to provide guidance to assist Directors in recognizing and dealing with ethical issues. Each Director is expected to comply with the letter and spirit of this Code. The Code is intended to provide a source of guiding principles for Directors. Directors are expected to bring questions concerning issues that may be relevant to provisions of this Code to the attention of the Lead Director (which shall be the Chairman of the Board or Chief Executive Officer). When appropriate, the Lead Director may consult with the Company’s Corporate Compliance Officer and legal counsel.
Conflict of Interest
Directors must avoid any conflicts of interest with respect to their personal and/or professional relationship with the Company. If a Director believes he or she has an actual or potential conflict of interest with the Company or related parties, the Director shall notify the Lead Director as promptly as practicable and shall not participate in any actions taken by the Board that in any way relate to the matter that gives rise to the potential/actual conflict of interest.
A conflict of interest can occur when a Director’s personal interest conflicts with the interests of the Company. A conflict situation can arise when a Director has interests that may create a conflict and inhibit the ability to perform his or her duties and responsibilities as a Company Director in an objective and effective manner. Conflicts of interest also arise when a Director, or a member of his or her immediate family, receives improper personal benefits because of his or her position as a Director of the Company. “Immediate family” includes a Director’s spouse, parent, child, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law and anyone who resides in the Director’s home.
Directors are prohibited from: (a) taking advantage of opportunities using Company property, information, or position, (b) using Company property, information, or position for personal gain, and (c) competing with the Company for business opportunities.
Directors shall maintain confidentiality of information entrusted to them or information obtained from other sources during their term of office and beyond, except when disclosure is authorized by the Lead Director or is legally mandated. For purposes of this Code, “confidential information” includes all nonpublic or proprietary information relating to the Company.
Compliance with Laws, Rules, and Regulations
Directors shall comply with all federal, state, and local laws, rules, and regulations applicable to them as Directors of the Company.
Competition and Fair Dealing
Directors shall endeavor to deal fairly with the Company’s customers, suppliers, competitors, and employees. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair practice or inappropriate action.
Protection and Proper Use of Company Assets
Directors shall not use Company assets, labor or information for their personal benefit or gain.
Directors shall not engage in any transactions in Company stock while in possession of material, non-public information and shall not communicate information to third parties that may use such information in the decision to purchase or sell Company stock. This policy also applies to information relating to any other company, including the Company’s customers and suppliers, that a Director obtains as a result of serving on the Chase Board of Directors. In addition to violating Company policy, insider trading and tipping are illegal. Information may be material if there is a substantial likelihood that the information would affect the price of the Company stock or that a reasonable investor would consider the information significant in deciding whether to buy or sell the Company stock. Information relating to capital structure, major management changes, contemplated acquisitions or divestitures, and information concerning earnings or other financial information must remain confidential until it is in the public domain. Generally, information is considered public 48 hours after it is published in a newspaper or other media outlet, has been the subject of a press release, or was associated with a public filing with the SEC.
Directors shall communicate any suspected violations of this Code, including any violation of law or governmental rule or regulation, promptly to the Lead Director and/or the Company’s General Counsel. Alleged violations shall be investigated by the Board or by a person or persons designated by the Board and appropriate action shall be taken in the event of any violations of the Code.
Any requests for waiver of any provision of this Code shall be granted only under exceptional circumstances. A waiver may be made only by the Board and must be promptly disclosed in accordance with applicable law and the requirements of the American Stock Exchange Corporate Governance Standards.
The Board shall review and reassess the adequacy of this Code annually and make any amendments the Board deems appropriate.
Submission of Employee Complaints
Employees may anonymously forward complaints regarding violations of the Code of Conduct and Ethical Standards to the Corporate Compliance and Ethics Officer through a Company provided third-party hotline (Alert Line) at
Alternatively, employees may file a complaint via email to [email protected] or via the web at www.Intouchwebsite.com/ChaseCorp. Unless an employee indicates otherwise, names and email addresses will be removed from the message before it is sent to Chase Corporation management for review.
Scope of Matters Covered by These Procedures
These procedures relate to employees’ complaints concerning any questionable financial matter, include but are not limited to the following acts:
- Fraud or deliberate error in the preparation, evaluation, review, or audit of any financial statement of the Company.
- Fraud or deliberate error in the recording and maintaining of financial records of the Company.
- Deficiencies in or noncompliance with the Company’s internal accounting controls.
- Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports, or audit reports of the Company.
- Deviation from full and fair reporting of the Company’s financial position and results.
Treatment of Complaints
- Upon receipt of a complaint from the hotline, email or web, the third-party provider will notify the Corporate Compliance or Ethics Officer to determine whether the complaint pertains to financial matters or other violations to the Code of Conduct and Ethical Standards.
- The Corporate Compliance and Ethics Officer will promptly report any complaints pertaining to financial matters to the Audit Committee Chairperson.
- Complaints relating to financial matters will be reviewed under Audit Committee direction by the Corporate Compliance and Ethics Officer and such other persons as the Audit Committee determines to be appropriate. Confidentiality will be fully maintained when possible, but will be balanced with the need to conduct an adequate review.
- Prompt and appropriate corrective action will be taken at the direction of the Audit Committee.
- The employee will receive a case number at the time of the initial complaint. An employee who files a complaint may call the toll-free number after 5 business days and provide the case number to verify any response from the Chase Corporation Management Team relative to the complaint.