LEADING WITH INTEGRITY : CODE OF CONDUCT - Universal Corporation
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LEADING WITH INTEGRITY : CODE OF CONDUCT
Universal Global Compliance Program
The Universal Global Compliance Program ensures we are conducting ourselves with integrity, in accor-
dance with our compliance policies. Universal has established a Compliance page on its publicly available
website, and it maintains the Compliance page in 17 languages. Please visit our Compliance page for more
information about compliance:
www.universalcorp.com/compliance
Universal Compliance Hot Line
The Universal Compliance Hot Line can be accessed from anywhere in the world. The complete global
compliance phone list is reproduced at the back of this Code and is also accessible on Universal’s compli-
ance website.
On-line: www.ethicspoint.com or www.universalcorp.com/compliance
The Compliance Hot Line is available 24 hours a day, 7 days a week. No one making a report to the
Compliance Hot Line will be required to provide their name or other identifying information, and no caller
ID or recording devices will be used.
Universal Compliance Committee
Harvard B. Smith
Chief Compliance Officer
Scott J. Bleicher Candace C. Formacek Johan C. Kroner
Theodore G. Broome George C. Freeman, III H. Michael Ligon
Catherine H. Claiborne Airton L. Hentschke Preston D. Wigner
You may contact any member of the Compliance Committee by calling +1 804 359 9311 (Richmond, Virginia
USA) or by e-mailing the Chief Compliance Officer at compliance@universalleaf.com. Please note that
e-mails to compliance@universalleaf.com are not anonymous.
Anti-Corruption Compliance Manual
Universal does not pay bribes. We conduct ourselves at all times in accordance with all laws and Universal
policies regarding corruption. Our Anti-Corruption Compliance Manual includes Universal’s anti-corruption
policies, and can be found by visiting our Compliance page at www.universalcorp.com/compliance.
Message to the employees, officers, and directors of the Universal Corporation family Dear colleagues: The Universal Corporation family of companies has proudly been conducting business for over 100 years. During that time, our people all over the world have strived to build up our most important business asset—Integrity. Looking forward, we need to preserve this valuable asset. Conducting our business with integrity is essential to maintaining our status as the leader in our industry. We owe it to our customers, our communities, our shareholders, and each other. We each have a key role to play, and Universal is counting on you. Our Code of Conduct sets high ethical standards to guide us. Conducting business pursuant to high ethical standards is the right thing to do, and it is also good business. When it comes to ethics and integrity, we at Universal have three primary goals: 1) work with integrity; 2) conduct business with integrity; and 3) handle information and assets with integrity. When we achieve these goals, we make Universal the company it deserves to be. Sincerely, George C. Freeman, III Chairman, President, and Chief Executive Officer
02
Table of Contents
1 General Information
• Message................................................................ Pg. 01
• Who is Covered by This Code.......................... Pg. 04
• Failure to Follow This Code.............................. Pg. 04
• Non-Retaliation Policy....................................... Pg. 04
• What to Do........................................................... Pg. 04
• Cooperation......................................................... Pg. 05
• Compliance Committee..................................... Pg. 05
• Important Considerations................................. Pg. 06
2 Working with Integrity
• Freedom from Discrimination
and Harassment.................................................. Pg. 09
• Health, Safety, and the Environment............... Pg. 09
• Social Responsibility........................................... Pg. 10
3 Conducting Business with Integrity
• Competing with Others and Fair Dealing....... Pg. 12
• No Bribery............................................................ Pg. 12
• Gifts and Entertainment..................................... Pg. 13
• Trade Restrictions and Boycotts....................... Pg. 14
4 Handling Information and Assets
with Integrity
• No Insider Trading............................................. Pg. 17
• No Conflicts of Interest...................................... Pg. 17
• Protecting Information and Assets................... Pg. 18
• Reporting; Books and Records;
Accounting Controls.......................................... Pg. 19
5 Appendix
• Toll-Free Number List........................................ Pg. 21
03
No one making a report to the Compliance Hot
Line will be required to provide their name or
other identifying information, and no caller ID
or recording devices will be used.
Who Is Covered By ness to help a group of people work versal policy. Universal will not
together effectively and in accor- tolerate any retaliation against per-
This Code dance with law and ethical business sons asking questions or making
The Board of Directors of Universal practice. Universal expects each em- good faith reports of possible viola-
Corporation adopted this Code of ployee to conduct himself or herself tions of this Code. Anyone who
Conduct in order to promote ethical in a lawful and ethical manner. Any retaliates or attempts to retaliate will
behavior, encourage compliance violation of this Code will result in an be disciplined. Any person who
with ethical standards, facilitate the appropriate disciplinary action. De- believes he or she has been retaliated
reporting of unethical and illegal pending on the severity or frequency against should immediately follow
behavior, and address violations of of the disciplinary problems, a verbal the instructions in the “What to Do”
certain ethical standards, Universal or written reprimand, suspension, dis- section of this Code.
policies, and applicable law. While ciplinary probation, financial penalty,
it is true that everyone is required and/or termination of an employee’s What To Do
to comply with the law, this Code relationship with Universal may be All employees, officers, and directors
goes beyond that and sets a higher necessary. In addition, an employee’s must read and understand this Code
standard for us to follow. This Code failure to adhere to this Code or and report any action or occurrence
applies directly to all employees, other Universal policies and proce- that they believe or suspect violates
officers, and directors in the Univer- dures may be taken into account in this Code. All employees, officers,
sal family of companies. In addi- decisions regarding promotion and and directors must also recognize
tion, joint venture partners, sales compensation, including incentive or and comply with the policies, rules,
agents and certain third parties who performance-based compensation. and guidelines contained in it.
represent those companies in front It is within Universal’s sole discretion
of others are contractually bound to to select the appropriate disciplinary If you have questions about the
follow this Code. Each employee, and/or remedial action to be taken. application of this Code, you are re-
officer, and director is responsible sponsible for asking for the answers.
for conducting himself or herself in Non-Retaliation Policy Universal is serious about the expec-
compliance with this Code, other tations set out in this Code. A lack of
Each employee, officer, and director
Universal policies, and applicable understanding of this Code will not
has an obligation to report possible
local, state, and federal laws and be an excuse for violating it.
violations of this Code so the conduct
regulations. When used in this Code,
can be considered and Universal can
“Universal” means Universal Corpo- The “Suggested Steps to Take” box
address the situation and take
ration and its family of companies. on page 5 offers ways to ask ques-
appropriate action.
tions or to report a concern related to
Failure To Follow No one in the Universal family will this Code. Use the approach you are
most comfortable with given the cir-
This Code take any adverse action against any-
cumstances. If you contact someone
one for providing truthful information
There are reasonable rules of conduct on the list and you think that person’s
relating to a violation of law or Uni-
that must be followed in any busi- response is unclear or incomplete,
04
contact someone else on the list. promptly contact the relevant govern- with them. If you are contacted by
Reports made under this policy can ment agency to discuss the matter, someone claiming to be a law en-
be submitted anonymously if the em- and (d) politely excuse yourself. Gov- forcement or government officer, you
ployee or reporter chooses to do so. ernment authorities may gain access should immediately contact someone
to copies of documents pursuant to in Universal’s Legal Department.
Finally, you can also contact the “dawn raids” if they can produce evi- In addition, you should also contact
Universal Corporation Board of dence that they have been properly your company’s legal counsel.
Directors (including the Lead Inde- authorized (showing you a search
pendent Director) by following the warrant or court order, for example). Compliance Committee
instructions on the Universal Internet In those instances, you may provide The Universal Corporation Board of
site at www.universalcorp.com. them with copies of the documents Directors established a Compliance
they are authorized to take, but there Committee composed of senior man-
This Code may not answer all of
should be no substantive discussions
your questions. In addition, you may
encounter a situation not addressed
by this Code. In those situations, we
strongly urge you to ask for help by
Suggested Steps To Take
using the resources listed above.
• Talk to your supervisor or another supervisor;
Cooperation
Universal’s policy is to cooperate fully • Talk to a member of a Regional Compliance Team, or talk to
Universal’s Chief Compliance Officer or a member of the
and completely with law enforcement
Corporate Compliance Committee by calling +1 804 359 9311
and government agencies. But there
(Richmond, Virginia USA), or by e-mailing the Chief Com-
are times when it is appropriate to
pliance Officer at compliance@universalleaf.com;
allow our legal counsel to coordinate
our cooperation. If a person claiming • Talk to someone in the Legal Department by calling +1 804 359
to be a law enforcement or govern- 9311 (Richmond, Virginia USA) or + 41 22 319 7188 (Geneva,
ment officer contacts you at home Switzerland);
or at work regarding any company in
• Talk to someone in the Human Resources Department by
the Universal family, and that person
calling +1 804 359 9311 (Richmond, Virginia USA); and/or
is unable to show you anything that
gives him or her the right to do so, • Contact the Universal Compliance Hot Line anytime, 24 hours
please (a) inform that person that you a day, 7 days a week.
and the company wish to cooperate
◊ By Internet: www.ethicspoint.com
with the government’s investigation,
or www.universalcorp.com/compliance
(b) ask for the person’s business
card or contact information, (c) state ◊ By Phone: Refer to instructions on inside cover or in the
that you will have company counsel global phone listing on Universal’s compliance page.
05
agement in Richmond, Virginia USA changed policies and procedures as exception will not lead to a viola-
and chaired by the Chief Compliance they are communicated. tion of law. Exceptions will only be
Officer. The Compliance Committee granted by the Compliance Commit-
helps the Board of Directors and Uni- Conflicts with Local Law: All tee or, when necessary, the Universal
versal management oversee Univer- employees, officers and directors Corporation Board of Directors or a
sal’s compliance policies, programs, must obey the law. If complying with Board committee, in accordance with
and procedures. The Compliance this Code would violate your coun- all applicable laws and regulations.
Committee reviews and evaluates try’s laws, you must follow your local For example, exemptions for Univer-
Universal’s compliance programs, law and notify Universal’s Legal sal Corporation officers and directors
oversees the management of its com- Department of the conflict. If local may only be granted by the Board
pliance program, considers significant custom or policy conflicts with this of Directors or a Board committee,
compliance risks and controls, and Code, Universal expects this Code to and they must be publicly disclosed.
takes any other actions assigned by be followed, even if the price is loss
the Board of Directors. Universal has of business for Universal. Changes: This Code is subject to
also established Regional Compli- review at any time, and it may be
No Contract for Employment: Noth- revised from time to time. Universal
ance Teams to support the Compli-
ing in this Code constitutes a contract will inform you of any revisions to this
ance Committee and assist relevant
of employment with anyone, nor does Code when they occur. The most cur-
regional or business unit personnel in
it alter any existing employment terms rent version of this Code will always
addressing certain compliance ques-
or conditions with anyone. be available on the Universal Internet
tions. You may refer any questions
concerning the Compliance Com- site at www.universalcorp.com/Com-
Third Parties: Under this Code and
mittee or compliance issues to any pliance, and is available free of charge
many applicable laws, if you or your
member of a Regional Compliance in print by contacting the Chief Com-
company retain a third party to act on
Team or the Compliance Committee, pliance Officer, any member of the
your behalf, that third party’s actions
or you may contact the Chief Compli- Compliance Committee, a member
are attributable to you just as if you
ance Officer, by referring to the “What of your Regional Compliance Team,
had taken the action yourself. Neither
to Do” section of this Code. The or from your own local management.
you nor your company may retain a
members of the Compliance Com- third party to do things that are pro-
mittee and the Regional Compliance hibited by law or this Code. Universal
Teams are listed on the inside cover has distributed additional policies and
of this Code. procedures with respect to hiring and
monitoring the activities of third par-
Important ties in Universal’s Anti-Corruption
Considerations Compliance Manual and in related
Standard Operating Procedures
This Code is Not Exclusive: This
issued by your own company or by
Code does not contain every one of
Universal. Those policies and proce-
Universal’s policies, nor does it cover
dures must also be followed. If you
all the details of the policies or the
are in doubt about your responsibility
specific procedures related to the
for your third parties, contact a mem-
topics described. Your own company
ber of the Compliance Committee,
may also have policies and proce-
your Regional Compliance Team, or
dures in addition to those of Univer-
the Legal Department.
sal. Universal or your own company
will likely create new policies and Exceptions: In certain limited circum-
procedures, or change existing stances, the Compliance Committee
policies and procedures, over time. may consider requests for excep-
All employees, officers and directors tions to the application of this Code.
are expected to understand the In those instances, the Compliance
policies and procedures distributed to Committee may require additional
them and to comply with any new or controls in order to ensure a granted
06
Each employee, officer, and director has an
obligation to report possible violations of this
Code so the conduct can be considered and
Universal can address the situation and take
appropriate action.
07Working with Integrity
Freedom from Discrimination and Harassment
Health, Safety, and the Environment
Social Responsibility
At Universal, we are committed to our fellow employees and the
communities in which we work. Inside our offices and facilities,
we ensure that our people have safe and respectful working
environments, free from discrimination and harassment. Outside
our locations, we care about the communities that support us,
and we strive to be good stewards and socially responsible.
Safety and protecting the environment are more important than
operational efficiency or expediency. Our dedication to our people
and our communities makes us a stronger company, and serves
as the backbone to working with integrity.
08Working with Integrity
Our dedication to our people
and our communities
makes us a stronger company
Freedom from Discrimi- Health, Safety, and is of chief importance to Universal.
Universal’s policy is that every em-
nation and Harassment the Environment ployee, officer, and director has
Universal is committed to a work- The personal health and safety of responsibility for creating and main-
place free from discrimination and each member of the Universal family taining a safe and healthy work envi-
harassment. We do not discriminate
or allow discrimination based on
personal characteristics such as race, What is Harassment?
color, gender, religion, national origin,
age, disability, or veteran status. All
personnel actions, including hiring,
Q A co-worker in the office next to mine often views inappropri-
ate Internet sites during the day and I occasionally see it when
benefits, transfers, compensation,
I walk in his office to talk to him about work. It makes me very
and layoffs must be administered
uncomfortable, but is that harassment?
without such discrimination. Employ-
ees, officers, and directors should A Yes, viewing inappropriate materials in the office can be
expect that they will be judged on the harassment and is clearly offensive to colleagues and against
basis of their skills, abilities, and our computer use policy. Harassment can take many forms.
performance—not on the basis of
Here are some examples of what Universal considers
harassment:
personal characteristics.
• Making unwelcome comments about a person’s clothing,
Furthermore, all Universal employees,
body, or personal life
officers, and directors are entitled to
be treated with dignity and respect. • Offensive or abusive physical contact
Universal’s policy is to provide our
people with a workplace free from
• Use of offensive nicknames or terms of endearment
harassment, intimidation, or coercion • Offensive jokes or unwelcome innuendoes
related to sex, race, color, religion,
gender, national origin, age, disability, • Any suggestion that sexual activities, race, color, religion,
or veteran status. We do not tolerate gender, national origin, age, disability, or veteran status would
such behavior because it is inconsis- affect one’s job, promotion, performance evaluation, or work-
tent with our philosophy of mutual
ing conditions
respect for all our people. • Displaying offensive objects or pictures
We require that all of our employees, • Inappropriate use of the Internet, including offensive e-mails,
officers, and directors understand jokes, and e-mail discussions
and practice our objective of zero
tolerance for harassment or discrimi- • Conduct that creates an intimidating or hostile environment
nation. If you have questions about whether someone’s actions could be
harassment, please contact a member of Universal’s Legal Depart-
ment for guidance.
09Working with Integrity
ronment. All Universal family mem- Social Responsibility
bers must comply fully with appli-
Universal is firmly committed to a
cable federal, state, and local health
policy of social responsibility in all
and safety laws and regulations. Each
areas in which we operate. We strive
employee, officer, and director is
to demonstrate good corporate
expected to perform his or her duties
citizenship by ensuring that we have
in accordance with Universal’s policy
effective environmental and job-
by, among other things, following
related health and safety programs
safety and health rules and practices
throughout our operations. We sup-
and reporting accidents, injuries, and
port the saving and restoring of
unsafe equipment, practices, or con-
natural resources. We advise tobacco
ditions. Safety standards may never
farmers throughout the world on
be disregarded or avoided. This
good agronomy practices, which may
requires heightened awareness in our
include recommendations on soil
manufacturing facilities. In addition,
conservation, planting trees, tobacco
a safe and healthy work environment
variety selection, fertilizer application,
means a workplace free from vio-
and pesticide use, in an effort to im-
lence. Threats of violence or intimida-
prove farmer efficiency and conser-
tion will not be tolerated.
vation of natural resources. We invest
Environmental compliance is a cor- and strive to create jobs in those
nerstone to being and remaining a areas of the world in which we oper-
responsible corporate citizen. Numer- ate. We continue our efforts to employ
ous environmental laws and regula- a diverse work force at all levels of
tions have been enacted around the our organization. We do not employ
world regarding the protection of the child labor in violation of any local
environment by eliminating, reducing, laws or contrary to respectable and
or restricting the discharge or release accepted employment practices and
of contaminants or pollutants into the we encourage tobacco producers to
air, water, and soil. It is Universal’s do the same in the countries in which
policy to comply with all environmen- we operate. We are absolutely com-
tal laws. These laws and regulations mitted to the strict compliance of all
are complex and involve licensing, our personnel with applicable laws
permitting, reporting, and record- and strict accountability of such per-
keeping requirements, to mention just sons for compliance with this Code.
a few considerations. Environmental
professionals are available within
the Universal family and should be
consulted whenever an employee has
Health and Safety
a question or concern about environ-
mental compliance. All employees, Q I am in Accounting, and my office is located next to one of our
officers, and directors must exercise processing facilities. While walking to my car, I noticed one of
sound judgment with regard to the the pieces of equipment was missing its bright orange safety
environmental aspects of our use guard but the equipment was running full speed. Am I re-
of buildings and real estate, equip- quired to tell anyone about it?
ment, processes, and products.
Each employee, officer, and director A Yes, you are responsible for bringing this issue to someone’s
is charged with ensuring that his or attention. We are all responsible for maintaining a safe working
her activities and those of their fellow environment, and we each are responsible for reporting unsafe
workers are environmentally sound conditions when we see them. In this case, you should notify
and comply with this policy. the facility’s supervisor of the issue so he or she can correct it.
10Conducting Business
with Integrity
Competing with Others and Fair Dealing
No Bribery
Gifts and Entertainment
Trade Restrictions and Boycotts
At Universal, we proudly stand behind the quality of the products
and services we provide to our customers. With those products
and services, comes our pledge to conduct our business with
fairness and honesty. We must act with integrity when dealing
with our customers, our competition, and any other third parties,
including regulators and other government representatives of the
countries in which we operate. We do not conduct business by
means of unfair competition, corruption, or other unlawful or
unethical acts. Success in business requires that we conduct our
business with integrity.
11Conducting Business
with Integrity
Success in business requires that we
conduct our business with integrity
Competing with Others
and Fair Dealing Competition
In almost every place we do busi-
ness, local competition laws exist
Q My friend works for one of our competitors. She called me to
which establish what is allowed or
ask about an upcoming tender for tobacco with a customer
not allowed with respect to competi-
that we both supply. She suggested that we discuss our bid
tion. These laws are often confusing pricing so we would avoid hurting each other’s market share
and sometimes they conflict with the with the customer. Is it okay for me to talk to her about this?
laws of another location in which we
do business. A It is never okay to discuss proposed pricing with a competitor.
Prices should be set independently—without knowledge of
Because the competition laws around anyone else’s prices. In this situation, you should make no
the world can be difficult to under- further contact with the competitor’s employee. Instead, you
stand, Universal’s policy in this area should contact Universal’s Legal Department immediately.
is simple: we compete fairly and hon-
estly at all times. This means we obey
all applicable competition laws, and
in many cases we go beyond what that is designed to exclude competi- dealing practice. Instead, we must al-
the law requires. tors, eliminate a particular competitor, ways follow the principles of honesty
or control prices in a market. We will and frankness in performing our jobs.
We proudly stand behind our pro- not engage in such activity, and we
ducts and services, and we offer will not help anyone else engage in No Bribery
them to our customers knowing such activity. At Universal, we have a simple rule:
that we compete fairly and honestly.
At Universal, we treat everyone with We do not pay bribes.
Competing fairly and honestly whom we do business honestly and Universal considers a “bribe” to be
means we compete vigorously and fairly and in a manner that respects anything that has a value and is of-
independently at all times and in ev- his or her independence. This does fered, promised, or given to influence
ery lawful way. We avoid agreements not apply only to customers; it ap- a decision to do business with Uni-
or arrangements with our competi- plies to everyone with whom we do versal. This includes obtaining new
tion that have not been pre-cleared business. Each employee, officer, business, retaining existing business,
by Universal’s Legal Department. and director must try to deal honestly or gaining any other improper advan-
In no event may we have any agree- and fairly with Universal’s custom- tage. At Universal, we do not allow
ment or understanding with a com- ers, suppliers, competitors, and the payment of bribes to anyone.
petitor regarding pricing, customers, other third parties with whom we do Universal’s employees, officers,
markets, terms of sale, the provi- business. Each employee, officer, and directors, and any third parties
sion of services, or any other area and director is prohibited from taking acting on our behalf, are strictly
that is sensitive or significant unfair advantage of anyone through forbidden from providing anyone
for competition. manipulation, concealment, misuse with anything that can be consid-
In addition, competing fairly and of privileged information, lies related ered a bribe.
honestly means we avoid conduct to material facts, or any other unfair
12Conducting Business with Integrity
Such actions are not only against tity on your behalf, you must provide agreement or understanding to take
Universal policy, but they may also them with a copy of this Code and or not take any particular governmen-
raise serious liability for individuals let them know they are required to tal action on behalf of Universal. This
and companies in the Universal family comply with this Code in connection same caution must be exercised
under the U.S. Foreign Corrupt with their performance of services when considering contributions for
Practices Act (FCPA) and similar laws for you or your company. You are lia- charities, communities, or social
of other countries. Violations of these ble under this Code and under certain responsibility projects when someone
anti-bribery laws can lead to impris- applicable laws if a third party offers associated with that activity is also
onment, significant fines, and other or pays a bribe, in some cases even associated with the government. Due
penalties. Every country in which we if you did not actually know about or to the associated risks, such contri-
are located or in which our customers authorize that bribe. To address this butions must be approved in accor-
are located has laws against bribery. significant legal risk, Universal poli- dance with the processes set out in
Local business practices that cies in Universal’s Anti-Corruption Universal’s Anti-Corruption Compli-
ignore or even condone bribery are Compliance Manual require due ance Manual.
irrelevant; all covered personnel must diligence, contractual safeguards,
follow the policies and procedures and monitoring tools for certain Gifts and Entertainment
set out in this Code and in Universal’s third parties. At Universal, we sometimes ex-
Anti-Corruption Compliance Man- change business courtesies such as
You may have questions about
ual (which is available on Universal’s meals, entertainment, gifts, and other
whether you can support your local
website: www.universalcorp.com/ items with our customers, suppliers,
politicians. Universal does not
Compliance). and others with whom we do busi-
discourage individual employees,
Bribes take many forms—not just officers, or directors from participat- ness in order to build a stronger busi-
cash. This policy prohibits you from ing in the political process in their ness relationship through fostering
offering, promising, or giving anything own right, including the making of goodwill. There are times, however,
of value (gifts, entertainment, travel voluntary contributions to candidates when such business courtesies are
expenses, unduly favorable busi- or parties of their choosing. But not appropriate. This Code and the
ness arrangements, etc.) as a bribe outside of the United States Universal “Gifts, Travel and Hospitality” policy
to anyone. companies may not make political contained in the Anti-Corruption
contributions, and you must ensure Compliance Manual provide guide-
If you or your company retain a third lines and procedures to ensure our
that your own political contributions
party to interact with the government business courtesies are always ap-
are never conditioned upon any
or with a government-controlled en- propriate.
It is never appropriate to give or
Bribery accept a business courtesy unless:
• It would be consistent with good
business practices;
Q I am working with a potential new sales agent. The sales agent
is requesting a 15% commission for assisting with a sale to a • It is for the purpose of promoting
government-owned cigarette manufacturer. The usual com- goodwill, rather than to create
mission rate in that part of the world is 2% to 5%. In addition, or respond to a specific business
the sales agent is asking for half of the commission to be paid decision;
in advance. Is this okay? • It is not a bribe and it does not
A You should seek advice from Universal’s Legal Department create the appearance of being
before agreeing to the commission, and you must follow improper;
the procedures in the Anti-Corruption Compliance Manual. • It is of reasonable and appropriate
There are a number of problems with what the agent is value and is customary, as deter-
requesting, and those problems could mean the agent is using mined by applicable local laws and
some of the commission to pay bribes to secure business. reasonable local practice;
Unless there is a legitimate business reason for the unusually
high commission rate and the advance payment of com- • It is not intended to create an
missions, this transaction is not okay. obligation for the recipient to take
13Conducting Business with Integrity
any action he or she would not with certain countries, entities, or • No U.S. systems or assets (finance,
normally take; individuals. These laws and regula- computer servers, etc.) can be
tions include U.S. trade restrictions, involved in transaction.
• Public disclosure of the courtesy
export controls, and anti-boycott • No individual or company wherever
would not be an embarrassment
laws, as well as trade restrictions and located can special order U.S.
to Universal; and
export controls enforced by other items for supply to these countries
• It could not create a conflict countries where Universal conducts without a special license.
between a Universal employee’s business or by the United Nations.
personal interests and the best Many members of the Universal fam- Restrictions Related to U.S. Items:
interests of Universal. ily are subject to these restrictions North Korea, Syria
In addition, there are certain prin- due to their involvement in transac- • Most U.S. items cannot be sup-
ciples that apply without exception. tions connected with the U.S. or their plied; no supply of non-U.S. items
affiliation with Universal. For example, with more than 10% U.S. content
You must consider these principles
using U.S. banks, routing paperwork by value.
when considering giving or receiving
through the U.S. for processing, or
a business courtesy. It is never Partial Restrictions: Myanmar
receiving help from a U.S. citizen
permissible to: (Burma)
located anywhere in the world may
• Offer or accept a bribe; be sufficient involvement for these • No importation of Burmese prod-
restrictions to apply. ucts into U.S., and no U.S. person
• Offer or accept cash or cash can export financial services or
equivalents; U.S. laws prohibit or restrict certain invest in Burma or non-Burmese
• Participate in any business activity dealings with designated parties and companies deriving profits from
that would violate the law; or entities controlled by or otherwise Burmese resources.
associated with sanctioned countries • No U.S. person facilitation of pro-
• Ask for anything directly or indi-
rectly from organizations doing or parties engaged in sanctioned ac- hibited transactions.
business or seeking to do busi- tivities, including terrorism, narcotics
trafficking, and the manufacture and These laws are complex and change
ness with Universal.
distribution of weapons. The follow- frequently, so it is important that you
It is also important to recognize that ing summaries identify some of the contact Universal’s Legal Department
dealing with government officials or restrictions in place with the countries prior to engaging in any trade or other
government controlled entities raises currently sanctioned by the U.S. transaction with the foreign entities or
additional conditions and restric- government: parties in the countries listed above.
tions concerning giving or receiv-
Full Restrictions: Cuba, Iran, Sudan In addition to honoring the laws
ing business courtesies. When you
concerning trade restrictions, the
are dealing with people associated • Restrictions apply to U.S. compa-
Universal family must also honor the
with the government, what might be nies, their foreign branches, offices
anti-boycott laws applicable to us.
acceptable in a purely commercial and employees; U.S. citizens and
setting may be unacceptable or even permanent residents regardless Universal Corporation is prohibited
against the law. No business courte- of where located or by whom by U.S. law from taking certain ac-
sies may be offered or given to any employed; and persons physically tions considered to be supportive of
government official or government in U.S. foreign boycotts that the U.S. does
controlled entities or their employees, • Restrictions against Cuba also not honor, including the Arab boycott
unless they are first approved in ac- apply to non-U.S. entities owned of Israel. Prohibited actions include
cordance with the applicable policies or controlled by a U.S. company supplying negative or “blacklist” certi-
and procedures set out in the Anti- or by U.S. citizens or permanent fications in connection with export
Corruption Compliance Manual. residents. transactions, letters of credit or ship-
• No direct or indirect trade/tran- ping arrangements, furnishing certain
Trade Restrictions sactions with country, government information about business relation-
and Boycotts or nationals. ships and associations in response
to questionnaires or otherwise,
As a worldwide leader in our industry, • No assistance with trade/tran-
and refusing to do business with a
we must honor the laws and regula- sactions by anyone to whom
restrictions apply. boycotted country or blacklisted firm.
tions that restrict or prohibit business
14Conducting Business with Integrity
These prohibitions apply to members family (whether or not there is U.S. Departments, which are to be con-
of the Universal family when their involvement) agrees to participate or tacted immediately should there
transactions have any U.S. involve- cooperate in an international boycott. be any question involving this com-
ment. United States tax penalties also Detailed instructions for compliance plex subject.
may be imposed against Universal with these anti-boycott laws are
Corporation if anyone in the Universal provided by Universal’s Legal and Tax
Universal’s employees, officers, and directors,
and any third parties acting on our behalf, are
strictly forbidden from providing anyone with
anything that can be considered a bribe.
15Handling Information
and Assets with Integrity
No Insider Trading
No Conflicts of Interest
Protecting Information and Assets
Reporting; Books and Records; Accounting Controls
Many people rely on us to be good stewards of our information
and assets. Our shareholders, employees, customers, and suppliers
are just a few of the people who trust that we are using Universal’s
assets and information for the benefit of Universal and not
ourselves. Universal assets and information should be used for
legitimate business purposes—the use of assets and information
for personal gain, to compete with Universal, or for any other
unethical purpose is strictly forbidden. Handling information
and assets with integrity earns the trust of those who rely on us,
and in turn makes us a stronger company.
16Handling Information
and Assets with Integrity
Universal assets and information
should be used for legitimate business purposes
No Insider Trading that third party that is not available Universal. Conflicts can arise in many
to the public. At Universal, we treat different situations, and sometimes
We very often know information about
sensitive information we receive from they may develop accidentally or
our business that others outside
customers, suppliers, and other busi- unexpectedly.
the Universal family do not. We are
ness associates as carefully as we
entrusted with that business informa- A conflict situation can arise when
treat our own information.
tion, and we may not take advantage an individual takes actions or has
of our special knowledge for our per- No Conflicts of Interest interests that may make it difficult to
sonal gain or allow others’ personal perform his or her work objectively
gain. Universal policy prohibits the At Universal, we must protect the
and efficiently. For example, the “Gifts
purchase or sale of Universal securi- integrity of our business decisions
and Entertainment” section of this
ties by anyone, including employees, by making them solely based on the
Code outlines potential conflicts
officers, and directors, when they are best interests of Universal and not
with respect to giving and receiv-
aware of material information that is for personal interests. A “conflict of
ing business courtesies. Conflicts of
not available to the public. “Mate- interest” occurs when an individual’s
interest also arise when an individual,
rial information” is information that personal interests interfere, or appear
or a member of his or her family,
reasonable people would think is to interfere, with the interests of
receives improper personal benefits
important in deciding whether to buy,
sell, or hold Universal securities, or
that could have a substantial impact
on the market price of the securities.
Insider Trading
This not only means that you may not
buy or sell Universal securities, but Q One of the customers with whom I work is a publicly traded
you may not give information to any- company whose shares are listed on the New York Stock
one else so they could buy or sell Uni- Exchange. I want to buy some of their stock because I think their
versal securities. Engaging in this kind stock is a good value at today’s price. I work closely with them
of activity not only violates Universal because I supply them with tobacco for one of their key locations.
policy but it is illegal, and Universal Because of my contacts with the customer, I have learned that
will deal with it decisively. You should their Board of Directors just approved a significant capital
call someone in Universal’s Legal expenditure in order to expand their operations in a key
Department if you have any question location. What should I do?
about whether information is publicly A Based on this information, you may not purchase their stock.
available or whether it is material. The information you have would be considered important
to the investing public, but it is not yet known by the public.
This policy also extends to informa-
Until that information is made known to the public, it is
tion about our customers or suppli- not appropriate for you to buy their stock. You should also
ers. It is inappropriate to purchase or consider the “No Conflicts of Interest” section of this Code
sell a third party’s securities if you are before purchasing stock of any customers due to the poten-
aware of material information about tial conflict that could arise.
17Handling Information and Assets with Integrity
as a result of his or her, or his or her For more information about conflicts with whom we conduct business.
family member’s, position in Univer- of interest, please refer to Universal’s This information is often confidential
sal, or when he or she makes use of Statement of Policy regarding to them, and is given to us in order to
corporate or business opportunities Conflicts of Interest. conduct our business. Some custom-
obtained through the use of Universal ers provide us information subject to
property, information, or positions Protecting Information confidentiality agreements. It is Uni-
without obtaining appropriate ap- and Assets versal’s policy that all such confiden-
proval. Conflicts may also arise when tial information shall be distributed
All employees, officers, and directors
an individual is involved in personal within Universal on a strict “need-to-
must protect Universal’s assets
business interests that detract from know” basis. No employee, officer, or
and ensure their efficient use. Theft,
or conflict with his or her job or other director shall be permitted to disclose
carelessness, and waste directly
interests at Universal. It is important to such information on a selective basis,
impact our profitability and violate the
avoid conflicts, and even to avoid the including disclosure to co-workers,
trust others have put in us. Universal’s
appearance of a conflict of interest. friends, relatives, or acquaintances,
assets must be used for legitimate
or to use such information to his
Universal expects loyalty from its business purposes at all times.
or her advantage or for the benefit
employees, officers, and directors, of others. Under no circumstances
In addition, we often work with infor-
and that such loyalty is free of any should Universal employees, of-
mation that is confidential or pro-
conflicts of interest. Each employee, ficers, or directors improperly obtain
prietary to Universal. Some of this
officer, director, or member of his or disclose trade secrets and other
information comes from Universal’s
or her immediate family is expected confidential information—whether it
own activities, including research
to avoid any investment or involve- is provided by Universal or any of our
projects, operational improvements,
ment that might in any way affect third party associates. Instead, con-
and general business processes and
the employee’s, officer’s, or director’s fidential information should be physi-
communications. Other types of infor-
actions on behalf of Universal’s cally secured and protected from
mation may come from our custom-
best interests. disclosure. This policy applies to paper
ers, suppliers, or other third parties
documents as well as electronically
stored or transmitted information.
Conflicts of Interest Universal’s business involves the
furnishing of products and services
that are of prime importance to
Q I would like to purchase stock of one of Universal’s customers. our customers. The information
The customer lists its securities on the New York Stock provided by customers is essential
Exchange. As a salesperson, I sell tobacco to this customer, for Universal to provide the right
among others. Assuming I do not have any important infor-
product or service to them. Under
mation about the customer that is not available to the public, is
no circumstances should Universal
it okay for me to buy their stock?
employees, officers, or directors
A In this case, you have avoided the issues raised in the “No improperly obtain, use, or disclose
Insider Trading” section of this Code. But now you may have trade secrets or confidential infor-
another issue. The potential purchase of stock could raise a mation of others. Our business
conflict issue depending on the facts involved in your situation, associates provide us confidential
including the amount of stock you would like to buy. If, for information because they trust us,
example, you are planning to buy a lot of their stock, it could and we must constantly protect the
raise the appearance of a conflict because it raises the possibility
trust we have earned.
that you might give preferential treatment to the customer you
invested in over the other customers you serve. Even if you Universal’s policies with respect
sell tobacco with a pure intent, there could be the appearance to confidential information also apply
that your personal financial interests are guiding the decisions
to former employees, officers, and
you make in your job. Before making a large investment in
directors. While it is important that
the customer’s stock, you should consult Universal’s Legal
Department for advice. those people working for Universal
18Handling Information and Assets with Integrity
follow these policies, when people accurately, fairly, and in reasonable public accounting firm for the
leave the Universal family they are detail, the transactions and disposi- purpose of making our financial
expected to honor their commitments tions of Universal’s assets. In addi- statements misleading.
to Universal and avoid disclosing or tion, Universal requires the creation
The public puts their trust in Univer-
misusing the confidential information and maintenance of a system of inter-
sal and accepts the fairness and
they obtained at Universal. Like nal accounting controls for the
accuracy of the information we pro-
Universal’s physical assets, the con- Universal family sufficient to provide
vide them. These policies help us
fidential information obtained at reasonable assurance that:
earn and maintain the public’s trust.
Universal is valuable to Universal and
• Transactions are executed in
must be treated as such.
accordance with management’s
Finally, all Universal employees, general or specific authorization;
officers, and directors must obey all • Transactions are recorded as
applicable laws and Universal policies necessary to permit preparation
with respect to retaining and dispos- of financial statements in confor-
ing of records and other information. mity with generally accepted
Some laws and Universal policies accounting principles or any other
require that companies keep records criteria applicable to such state-
for a certain period of time. It is ments and to maintain accountabil-
important that you keep records ity for assets;
and other information for the period
• Access to assets is permitted only
required, and when you consider in accordance with management’s
disposing of such information you general or specific authorization;
confirm that such disposal would not and
violate the applicable laws and pol-
• Recorded accountability for assets
icies. If you have any question about
is compared with the existing
the laws and policies that apply to
assets at reasonable intervals and
records and other information, con-
appropriate action is taken with
tact the Universal Legal Department.
respect to any differences.
Reporting; Books and Universal also strongly maintains the
Records; Accounting following prohibitions:
Controls • No false, artificial, or fictitious
entries shall be made on the books
Universal Corporation requires
or records of any company or
information from all members of the
business in the Universal family for
Universal family in order to prepare
any reason.
filings and publications for govern-
ment agencies, our shareholders, • No payment on behalf of Universal
shall be made or approved with the
and the investing public. Universal
understanding that it will or might
requires that full, fair, accurate, timely,
be used for something other than
and understandable disclosure be
the stated purpose.
made with respect to reports and
documents filed with, or submitted • No undisclosed or unrecorded fund,
to, the Securities and Exchange account, or asset of any Universal
Commission and other regulators, family member may be maintained
and in other public communications or established for any purpose.
made by Universal. Universal also • No action may be taken, either
requires the companies in the Uni- directly or indirectly, to fraudulently
versal family make and keep books, influence, force, manipulate, or
records, and accounts that reflect mislead our independent registered
19At Universal, we strive to protect our most
important business asset: integrity. You are an
important part of our efforts. You must read and
understand this Code of Conduct. When you
have questions, you need to get help. And when
you see something wrong, you must speak up.
It takes all of us to accomplish our goals, and we
are counting on you.
20Appendix: Toll-Free Number List
By phone dial your country’s toll-free service If no toll-free service is provided in your country,
number. At the prompt, dial (866) 292 5224. There is please dial the Compliance Hot Line in the United
no need to dial a “1” before this number. States of America directly at +1 866 292 5224.
All phone numbers listed below are current as of July 26, 2012. For the most up-to-date list, please visit the following
link: https://www.universalcorp.com/compliance.
AT&T Direct Dial Access® Russia.......................................... 8^10-800-110-1011
1. From an outside line dial the AT&T Direct Dial Russia................................................8^495-363-2400
Access® for your location: Russia................................................8^812-363-2400
Brazil.................................................. 0-800-888-8288 Singapore (StarHub)............................800-001-0001
Brazil.................................................. 0-800-890-0288 Singapore (SingTel)..............................800-011-1111
Bulgaria...................................................00-800-0010 South Africa........................................ 0-800-99-0123
China (GIS)............................................. 4006612656 Spain........................................................900-99-0011
Dominican Republic........................ 1-800-225-5288 Switzerland...........................................0-800-890011
Dominican Republic (Spanish Operator)......... 11-22 Turkey..................................................0811-288-0001
Dominican Republic........................ 1-800-872-2881
Germany........................................... 0-800-225-5288 2. At the prompt dial 866-292-5224.
Greece......................................................00-800-1311 3. The call will be answered in English. To
Guatemala.................................................... 999-9190 continue your call in another language:
Hungary.............................................. 06-800-011-11 1. Please state your language to request an
India................................................................ 000-117 interpreter.
Indonesia...................................................001-801-10 2. It may take 1–3 minutes to arrange for an
Italy..........................................................800-172-444 interpreter.
Macedonia (F.Y.R).................................. 0800-94288 3. During this time please do not hang up.
Mexico........................................... 001-800-462-4240
Mexico (Spanish Operator)........... 001-800-658-5454
Mexico............................................. 01-800-288-2872
Mexico (Por Cobrar)........................ 01-800-112-2020
Netherlands........................................0800-022-9111
Nicaragua (Spanish Operator).................1-800-0164
Nicaragua..................................................1-800-0174
Paraguay (Asuncion City only)................008-11-800
Philippines (PLDT)..............................1010-5511-00
Philippines (Globe, Philcom, Digitel, Smart).. 105-11
Philippines (Tagalog Operator)....................... 105-12
Poland............................................. 0-0-800-111-1111
Russia (St. Petersburg)................................. 363-2400
Russia (Moscow).......................................... 363-2400
21Direct Dial If your country is not listed, please visit
From an outside line dial direct for your location: www.universalcorp.com/compliance for additional
international telephone access codes.
United States..................................... 1-866-292-5224
Bangladesh...................................... +1-503-748-0657
Malawi............................................. +1-503-748-0657
Mozambique................................... +1-503-748-0657
Tanzania.......................................... +1-503-748-0657
United Arab Emirates................... +1-503-748-0657
Zimbabwe....................................... +1-503-748-0657
2223
24
Regional Compliance Teams
Africa Asia Dark Air Cured
Regional Regional Regional
Compliance Team Compliance Team Compliance Team
Fabio Fedetto Paul Beevor Andrew Beal
Wayne Kluckow Andrew Cuthbertson Jens Böhning
Johan Knoester Silvi Friestiani Fritz Bossert
Neil Marlborough Tonny Gharata Matthias Glissmann
Doug Meisel Siddhartha Godjali Raul Perez
Gary Taylor Rodney Miriyoga Tom Stephenson
Michee San Pascual
Bradley Peall
Arif Soemardjo
Winston Uy
Richard Wood
Europe Socotab South America North America
Regional Regional Regional Regional
Compliance Team Compliance Team Compliance Team Compliance Team
Enrique del Campo Maria Angelova-Maillard Fernando Brandt Clay Frazier
Domenico Cardinali Richard Lopez Cesar A. Bünecker Mike Haymore
Giorgio Marchetti Nicolas Métais Aldemir Faqui Roland Kooper
Donatella Pontarollo Sandra Preston Adam Fraser Brian Pope
Christian Rasmussen Silvia Eifert Haas Hugh Trustham
Jonathan Wertheimer Julio Mantovani Ricardo Yudi
Valmor Thesing
Eduardo Trebien
Universal is proud of its commitment to compliance
and integrity. Please visit the Compliance page on
our corporate website for more information about the
Universal Global Compliance Program:
www.universalcorp.com/complianceP.O. Box 25099
Richmond, Virginia 23260
USA
www. universalcorp.com
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