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I.
Introduction
1. A Statement of Principles: The conduct of each employee represents a part
of the most important asset of Foamex International Inc. (hereafter "Foamex" or the
"Company") - a reputation for integrity. Foamex's reputation is a reflection of
the conduct of its employees. It is the responsibility of each employee to
preserve that reputation.
This Code of Conduct (the "Code") states Foamex's fundamental
principles. Adherence to the Code's principles is important to maintain Foamex's
stature and to promote its success in a competitive business community. The
principles are important to all employees as individuals because the Code addresses
conduct that could lead to criminal and/or civil liability for the employees involved
in the conduct.
This Code is a guide that highlights key issues and identifies policies and resources
to assist Foamex employees in managing their responsibilities. It is not intended to
be a comprehensive policy manual and employees should refer to the Foamex Policy and
Procedure Manual and the Foamex Salaried Employee Handbook for complete policy
statements on the topics referenced herein.
Foamex expects all of its employees to comply with applicable laws, rules and
regulations. Foamex also expects all of its employees to abide by both the letter
and the spirit of the Code's provisions. It is the Company's intent to exceed the
minimum requirements of the law and industry practice. The Code identifies behavior
that is never acceptable and will always be considered to be outside the scope of
employment.
Foamex views seriously any violation of the Code. The misstep of a single employee
can undermine Foamex's reputation and success, and reflect negatively on all other
employees. Thus, Code violations may lead to significant sanctions by the Company,
including, among others, termination of employment.
2. Scope of the Code: The Code applies to every director, officer and
employee of Foamex and its subsidiaries, and members of their personal households.
The term "employee," as it is used in this Code, includes any such individual.
3. Code Administration: The Company's President and Chief Executive Officer
are responsible for supervising the administration of the Code at Foamex.
Any questions regarding the terms of the Code, requests for approval required by the
Code, compliance with Code or its administration should be referred to the employee's
direct manager, the Human Resources Department or the Legal Department, as appropriate.
All applicable employees must sign and forward the certification page attached hereto
to the designated Human Resources Representative within ten (10) business days after
its receipt. The original will remain in the employee's personnel file.
The responsibility for the Code's enforcement extends throughout the Company. All
managers are accountable for the Code's enforcement in their departments and are
expected to lead according to our standards of ethical conduct in both words and
actions. Employees will face no retribution from the Company or any other employee
for reporting conduct that they believe in good faith contradicts the spirit of any
code provision. Any suggestion to the contrary is itself a Code violation. To the
extent feasible, the Company will preserve the confidentiality of communications
regarding possible Code violations. Anonymous reports of potential violations may be
sent to the Executive Vice President and General Counsel, via United States mail or
by telephone 24 hours a day at the following number 1-877-78FOAMX.
II. General Business Conduct
POLICY
1. Integrity in Business Conduct:
Foamex requires all employees to deal honestly with the Company. This principle applies
to all employee conduct, including an employee's request, for example, for reimbursement of
travel, entertainment or other work-related expenses. Such honesty is needed not only
because it is appropriate behavior, but also because Foamex's business decisions must be
based upon an accurate view of the Company's operations. Truthfulness and accuracy also
permit the Company to fulfill its legal obligations. Failure to meet these standards may
amount to criminal fraud.
2. Use of Corporate Assets:
Every employee has an obligation to help protect the Company's assets. The misuse of any of
Foamex's property or the property of others in the care, custody or control of Foamex is
prohibited. The removal from Foamex facilities of any of its' property for a purpose other
than use in Foamex's business is prohibited unless specifically authorized by the appropriate
department head. The foregoing policies apply to property such as equipment and supplies, as
well as to property created, obtained or copied by Foamex for its exclusive use, such as files,
reference materials and reports, computer software, data processing systems and databases.
3. Trade Secrets and Confidential or Proprietary Information
(a) Confidentiality:
It is a condition of employment that all Foamex employees keep confidential all Company
information and property during their employment and after any termination of employment.
Confidential information includes, but is not limited to, access to secured areas, access
passwords, electronic mail, safe combinations, keys, financial information and information
not commonly known by the public and obtained by virtue of employment with Foamex. Current
and former Foamex employees may not reveal any such information, including but not limited
to, knowledge of Company accounts, sources of income, obligations, pricing or any other
relevant information to unauthorized persons.
In addition, Foamex prohibits employee use of any such information, unless it has
already become public in a lawful manner, for their own direct or indirect benefit,
or for the direct or indirect benefit of any associate, family member or any other
recipient of the information.
This obligation continues even upon termination of employment with Foamex.
Foamex will pursue any and all legal remedies available to prevent any former
employee and/or a subsequent employer from benefiting from confidential Foamex
information.
If any employee has questions about what is or is not confidential, the employee
should contact his or her supervisor immediately. Management will determine what is
considered confidential information. Violation of this policy could result in
disciplinary action up to and including termination of employment.
(b) Ownership of Intellectual Property:
Foamex requires employees to preserve the confidentiality of information vital to Foamex's
interests. Foamex expects employees to protect information and take prudent, adequate measures
to protect sensitive information from accidental or unauthorized disclosure, destruction or
modification. Foamex prohibits employees from accessing sensitive files, programs or systems,
whether computerized or not, unless Foamex so authorizes.
Specifically, Foamex prohibits employees from:
- Disclosing Company information to any person outside Foamex, unauthorized
persons within Foamex, or anyone without a legitimate business need to know the information;
- Using Company information for any purpose unrelated to the
efficient administration of their job duties unless Foamex authorizes otherwise in
writing;
- Removing documents containing confidential information from
Foamex's premises or reproducing them;
- Retaining Foamex or client original documents or copies
after employment with the Company ends;
- Using Foamex information for personal interests,
profit or gain; and;
- Destroying confidential documents no longer needed by
shredding or putting in a confidential material destruction container,
unless authorized by Foamex.
4. Communications with Government Agencies and Their
Employees: All communications made by Foamex employees to
government officials must be truthful. The Company will not tolerate false statements (verbal
or written) by any of its employees to a government agency - local, state or federal, including
tax authorities. Deliberate misstatements to government officials or false statements made with
a reckless disregard for their accuracy can expose both the Company and the individual employees
involved to criminal penalties.
Contacts with government agencies or governmental investigators, no matter how
informal, should be brought to the attention of the Legal Department, or the appropriate
department head. Whenever possible the aforementioned should be contacted prior to
interaction with the governmental agency.
5. Bribery, Gratuities and Improper Payments:
Providing or receiving an improper payment is a
serious violation of the Code and may be a violation of the law. Foamex's objective is
to compete in the marketplace on the basis of superior service and competitive prices.
No payment in any form shall be made directly or indirectly to anyone for the purpose of
obtaining or retaining business, or to obtain any other favorable action. A violator of
this policy will be subject to disciplinary action as well as potential criminal
prosecution. Correspondingly, an employee must never offer a government official
anything of value in an effort to obtain preferential treatment in connection with
pending or completed governmental decisions for Foamex or any of its subsidiaries.
Payments to government officials are never permitted.
In their dealings with representatives of private companies or organizations, Foamex
employees may not offer, give, request, receive or participate in any way in the payment
of a "kickback" or other improper payment to influence a business decision. Any employee
who becomes aware of the payment of a kickback or other improper payment in connection
with the Company's business must immediately inform the Legal Department. In connection
with the private sector only, this policy does not forbid the transmittal or receipt of
occasional gifts or services of nominal value by Foamex employees. Entertainment of
business contacts or prospects by Foamex employees or entertainment of Foamex employees
by suppliers or others outside the Company is permissible, but must be reasonable.
6. Internet Policy:
The management of Foamex expects its employees to use Internet access for business-related
purposes (i.e., to communicate with customers and suppliers, to research relevant topics and
to obtain useful business information). All existing Company policies apply to conduct on the
internet, particularly (but not exclusively) those policies dealing with intellectual property
protection, privacy, misuse of Company resources, sexual harassment, information and data
security and confidentiality. All employees must take special care to maintain clarity,
consistency and integrity of the Company's corporate image and posture. All employees granted
Internet access should refer to the Company's comprehensive policy on Internet usage for detailed
guidance on Internet behavior.
7. E-mail:
Foamex prohibits abusive use of Company e-mail. Inappropriate or offensive e-mails are strictly
prohibited. This would include messages including jokes or any language that may be considered
discriminatory, harassing, unlawful, defamatory, obscene, offensive, insensitive, or otherwise
inappropriate (this includes, but is not limited to, messages about age, race, gender,
disability, sexual orientation, national origin, or similar matters). Also, confidential
Company information should not be sent without proper authorization.
8. Proper Accounting Practices:
Foamex follows generally accepted accounting principles and standards, and applicable laws,
regulations and practices for accounting and financial reporting. Management requires honest
and accurate recording and reporting of information in order to make responsible business
decisions. This includes such data as quality, safety, and personnel records, as well as all
financial records. All financial books, records and accounts must accurately reflect transactions
and events, and conform both to required accounting principles and to Foamex's system of internal
controls. No false or artificial entries may be made. When Foamex makes a payment (to a
supplier, vendor, or operating disbursement), it is to be used only for the purpose spelled out
on the supporting document. This applies to reporting of time worked, business expenses
incurred, purchases of goods and services and any other business-related activities.
In this respect, the following guidelines must be followed:
- No undisclosed, unrecorded, or "off-book" funds or assets
should be established for any purpose.
- No false or fictitious invoices should be paid or created.
- No false or artificial entries should be made or misleading
reports issued.
- Assets and liabilities of the Company shall be recognized and
stated in accordance with the Company's standard practices and GAAP.
Any employee who is aware of material misstatements or omissions affecting the
fair presentation or accuracy of the Company's financial statements is under an
obligation to use reasonable efforts to have them corrected or, failing that, to
report this information promptly to an appropriate officer of the Company. The
Company is responsible for the accuracy of its financial statements. Complete and
accurate data must be maintained and provided to appropriate Company personnel so
that the Company's financial statements present fairly represent its financial
position and the results of its operations. In addition, all communications with
the Company's outside and internal auditors must be true and complete. Foamex
employees must cooperate fully with representatives of the Company's outside and
internal auditors by responding promptly, accurately, and completely to all
inquiries made by those representatives.
9. Product Quality and Safety:
To maintain Foamex's valuable reputation, compliance with our quality policy and safety
requirements is essential. We damage our reputation when we ship products or deliver
services that fail to live up to Foamex standards. At all times, Foamex will produce goods
that meet our quality standards and that are safe for all of the products' intended users.
10. Sales and Marketing:
Foamex's strategy is to build long-term relationships with our customers by demonstrating
honesty and integrity. All of our marketing and advertising will be accurate and truthful.
Deliberately misleading messages, omissions of important facts, or false claims about our
competitors' offerings are never acceptable.br
Foamex's management and its employees will only obtain business legally and ethically.
Bribes or kickbacks are not acceptable. Guidance concerning customer gifts, travel and
entertainment is in the Entertainment section of this Code. Our sales practices are founded
on honesty. Statements made in the course of selling our services or products must be
truthful and accurate. They must focus on the strengths of Foamex and the quality of our
service. Foamex does not slander our competitors, their services or their products by making
false or misleading statements. Foamex uses the utmost integrity and professionalism in our
sales and marketing practices and will not recommend or attempt to sell unnecessary services.
11. Environment:
The management of Foamex and its employees will respect the environment by complying with all
applicable environmental laws in all countries in which we conduct operations. Foamex is
committed to the protection of the environment by minimizing the environmental impact of our
operations. Foamex employees need to support this commitment by complying with Foamex's
environmental policies and programs. Employees are obligated to notify management if
hazardous materials come into contact with the environment or are improperly handled or
discarded.
12. Antitrust:
Foamex employees and agents may not enter into any formal or informal agreements with
competitors, which fix prices or allocate production, sales territories, products, customers
or suppliers. Foamex employees and agents may not exchange information with competitors
regarding pricing, markets, production or customers without consulting with the Legal
Department.
Foamex employees and agents may not enter into any formal or informal agreement with
customers that conditions the sale of a particular item on an agreement to purchase another
item. Similarly, we do not make sales or purchases conditioned upon reciprocal purchases.
III. Conflicts of Interest
POLICY
The attached Statement of Policy Concerning Business Ethics and Conflicts of Interest is
incorporated herein by reference. It governs the conduct of all employees. Any questions
concerning the application of the Statement to specific situations should be addressed to
the Company's Legal Department.
1. Confidentiality and Securities Trading:
This policy references Company Policies on Confidential Information and the Company's
Securities Trading Policy, which govern an employee's obligations concerning confidential
corporate information, and applicable restrictions on trading certain securities. Copies
of these policies are posted on the Company's intranet and are available, upon request, from
the Company's Human Resources Department. Any questions concerning the application of any of
the Policies should be addressed to the Company's Legal Department.
2. Communications with the Public:
The public relations firm of Citigate Sard Verbinnen is primarily responsible for Foamex's
communications with the public. Employees who receive inquiries relating to the Company from
the media should refer them to Citigate Sard Verbinnen. Employees who receive inquiries
relating to the Company from the general public, Wall Street analysts, stockholders or
bondholders should refer them to either Citigate Sard Verbinnen or the Chief Financial
Officer. Unauthorized public statements about the Company, particularly if they are
inaccurate or incomplete, violate the Code.
In addition, inadvertent disclosure of information about Foamex may also be harmful to
the Company. Consequently, sensitive or confidential topics should generally not be
discussed in public places such as restaurants or elevators, or among family members or
friends. The confidentiality of vital information depends on the prudence and care of every
employee to whom the information has been entrusted.
IV. Workplace Conduct
POLICY
1. Two simple standards govern the workplace environment
at Foamex. First, Foamex is committed to full compliance with all governmental standards
that affect its operations. Second, every individual must be treated with respect. Foamex
manufacturing and distribution facilities may have localized rules and regulations governing
employee conduct. These rules should be posted in the plant and periodically reviewed with
employees.
2. Health and Safety:
The management and employees of Foamex are all responsible for maintaining a safe workplace
by following safety and health rules and practices. Foamex is also responsible for immediately
reporting accidents, injuries, and unsafe equipment, practices or conditions to a supervisor or
other designated person. Foamex is committed to keeping its workplaces free from hazards.
In order to protect the safety of all employees, each of us must report to work free from the
influence of any substance that could prevent us from conducting work activities safely and
effectively. Without question, safety is everyone's responsibility in all operations and at
all levels. Employees have a responsibility to abide by all applicable safety rules and
regulations. An employee who observes a condition that may be considered unsafe or not in
compliance with any safety rule or regulation should report the condition immediately to his
or her supervisor. It is inevitable that on the job accidents will occur. Any work-related
injury must be reported immediately to his or her supervisor.
3. Equal Employment Opportunity, Affirmative Action & Harassment:
Foamex is committed to maintaining a work environment free from discrimination. Consistent
with this philosophy, employment decisions will be made without regard to any individual's
race, color, religion, sex, sexual orientation, national origin, age, marital status, physical
handicap or disability, or such characteristics of any individual's relatives, friends or
associates. Foamex treats all employees and job applicants fairly. We use an individual's
qualifications, skills and achievements as the basis for employment decisions, such as hiring,
promotions, transfers and compensation.
The management of Foamex does not tolerate workplace harassment of any kind. This
includes verbal, non-verbal or physical conduct that may interfere with another employee's
ability to effectively perform his or her duties or that creates an intimidating, offensive,
abusive or hostile work environment. This type of conduct is contrary to Foamex policy and
may also violate the law.
The management of Foamex has zero tolerance for sexual harassment. Unwelcome sexual
advances are absolutely prohibited and can result in termination of employment. Actions or
expressions which are sexually suggestive and which cause a hostile work environment are not
tolerated. Examples of these include lewd jokes or comments, remarks that are of a
disparaging nature and unwelcome physical contact.
The formal Company policies on Equal Employment Opportunity, Affirmative Action,
Harassment and Sexual Harassment can be found in the Policy & Procedure manual distributed
by the Human Resources Department. Each department head is responsible for ensuring that
these policies are followed. Employees who feel that they have been treated inconsistently
with these policies or who observe managers or other employees acting inconsistently with
these policies should contact their Human Resources representative.
4. Substance Abuse:
A safe and productive working environment cannot be maintained if any employee allows the
abuse of alcohol or drugs to interfere with his or her performance. Foamex is committed to
a drug-free and alcohol-free workplace. Drugs and alcohol impair our ability to safely and
effectively deliver our products to our customers and to interact with others in the
workplace. To accomplish this:
- Management or employees do not sell, purchase, dispense or
possess illegal drugs, whether on or off Foamex or customer premises.
- Management or employees do not consume or possess illegal drugs or
alcoholic beverages while on Foamex or customer premises.
- Management or its employees do not report for work in a condition
that suggests the influence of illegal drugs or alcohol, or would otherwise impair our
ability to carry out our responsibilities in the workplace.
Violation of this policy will result in the immediate termination of employment for
cause.
Certification of Compliance
I certify that I have received and read the Code of Conduct of Foamex International Inc.
and its subsidiaries which incorporates by reference the Statement of Policy
Concerning Business Ethics and Conflicts of Interest, the Policies on Confidential
Information, and the Policies set forth in the Foamex Policy and Procedure Manual.
I certify that I am aware of no condition or conduct inconsistent with the terms of
the Code. I understand that violation of these terms may lead to significant sanctions,
including, among others, termination of employment.
_______________________ _______________________
NAME (Please print)
DATE
_______________________ _______________________
SIGNATURE
TITLE
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