code of business conduct and ethics - international...

S E C T I O N H E A D E R

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Code of Business Conduct and Ethics

2 0 1 6 E D I T I O N

I N D E X

A MESSAGE FROM ANDREAS FIBIG 03

LIVING THE CODE 04

Understanding and Complying with the Code 05

Reporting Concerns 05

RESPECTING EACH OTHER 06

Promoting Diversity and Inclusion 07

- Embracing Diversity

- Prohibiting Discrimination

Preventing Harassment 07

MAINTAINING A SAFE WORK ENVIRONMENT 09

Workplace Health and Safety 10

Substance Abuse 10

Workplace Violence 10

USING RESOURCES RESPONSIBLY 11

Protecting Our Property 12

Safeguarding Confidential & Proprietary Information 13

Protecting IFF Intellectual Property 16

Using IFF Communication & Information 17

Systems Responsibly

Allocating Company Time & Resources Appropriately 19

- Political & Community Activities

- Business Expenses & Accounts

AVOIDING CONFLICTS OF INTEREST 2 1

Conflicts of Interest 22

Gifts and Entertainment 23

ACTING ETHICALLY & FOLLOWING THE LAW 24

Our Conduct with Business Partners 25

Dealing with Competitors 26

- Antitrust and Unfair Trade Practices

- Competitor Information

Operating as a Public Company 27

- Insider Trading

- Communicating with the Outside

- Recordkeeping

BEING GLOBALLY COMPLIANT 30

Food, Drug and Chemical Control Laws 31

Government Inspections 31

Anti-Bribery and Corruption Laws 32

International Trade and Anti-Boycott Laws 34

Privacy Laws 34

SUPPORTING A BETTER WORLD 35

Being Socially Responsible 35

Respecting Our Environment 36

CONCLUSION 37

* NOTE TO EMPLOYEES

This Code is not a contract. It does not

convey any specific employment rights or

guarantee employment for any specific

period of time. The terms “Company” and

“IFF” in this Code mean International Flavors

& Fragrances Inc. and its subsidiaries and af-

filiates. There are references throughout this

Code to Company policies, standards and

guidelines (collectively “Company policies”).

In most instances, only the main points or a

summary of the Company policies appear in

this Code. For a complete copy of any Com-

pany policy, you should go to the “Policies and

Procedures“ section of IFFConnect or contact

the law or human resources department.

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At IFF, we are committed to achieving success as a global

leader in our industry. Our new purpose statement

articulates the magic and expertise we bring to the table:

“We are the catalyst for discoveries that spark the senses

and transform the everyday.” In my travels around the

world, I see our commitment to delivering on this promise

every day. We are equally committed to high standards of

ethics, honesty and integrity and demonstrating respect for

one another and those with whom we do business. Indeed,

as we model IFF’s ethics, we inspire others to do so.

As the world grows more complex, navigating its waters can

be challenging. This Code of Business Conduct and Ethics

serves as a compass outlining the general ethical standards

that each member of our organization is expected to follow.

While this Code does not address all ethical concerns that

may arise, it will provide the information you need to ask

the right questions and do the right thing. Please take the

time to read it carefully.

For over 125 years, IFF has been a company with its founda-

tions firmly rooted in honesty and integrity. I look forward

to continuing to build on that powerful legacy with you.

A Message from Andreas Fibig

ANDREAS F IB IG

C H A I R M A N O F T H E BOA R D A N D

C H I E F E X EC U T I V E O F F I C E R

“ We are the catalyst for discoveries that spark the senses and transform the everyday.”

W E L C O M E

L I V I N G T H E C O D E

We are creative, passionate, expert and empowered. We are proud of what our Company stands for and the solid, lasting and trusting relationships we’ve created with our customers, our colleagues and our business partners. We are inherently curious, never content with the norm, constantly pushing the boundaries to solve for today as well as striving to realize the promise of tomorrow.

Everything we do to drive growth and profitability must be done with the highest standards of ethics, honesty and integrity. Each action we take as we conduct our jobs must not only adhere to these high standards,

but must also comply with this Code of Business Conduct and Ethics (“Code”) and all laws that apply to the Company’s business affairs. Being a world- class flavor and fragrance company and increasing our profitability and operational excellence worldwide cannot, and will not, be done at the expense of our commitment to doing the right thing.

We strive to create an environment where employees love coming to work each day – a place that is committed, without exception, to inclusion, respect, accountability and doing what’s right.

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L I V I N G T H E C O D E

At IFF, each of us has an obligation to ensure that the Company

conducts business with integrity, honesty, and respect in full

compliance with this Code, Company policies, and applicable law.

If you become aware of or suspect a violation, you must report it.

IFF encourages the prompt reporting of any suspected or actual

violation so that a timely response and appropriate action may

be taken. You can report suspected or actual violations to your

supervisor, a human resources business partner, an attorney in

the law department or by calling the toll-free IFF Hotline or visiting

the IFF Hotline website. Certain matters, such as those relating

to workplace health and safety and environmental safety, may

also be brought to the attention of the global regulatory affairs

department (“GRA”).

The IFF Hotline offers employees the option to report a concern or

complaint on an anonymous basis. Regardless of how you choose

to report your concerns, the information you provide will be shared

only with individuals who have a need to know or who are neces-

sary to complete a thorough investigation.

Please be assured that you will not be subject to disciplinary

measures or retaliation for making any reports in good faith. If you

believe you have been subject to retaliation of any kind, you should

immediately contact a human resources business partner or an

attorney in the law department. For more information, please see

IFF’s guidelines on How to Report Concerns.

All IFF employees, at all locations, are responsible for reviewing,

knowing and complying with this Code and all applicable Company

policies. Violations of this Code, asking others to take actions that

violate this Code, or even failing to report a violation of the Code,

will result in disciplinary measures. The consequences will vary

depending upon the facts and circumstances and may result in

disciplinary action up to and including termination of your

employment with IFF.

While this Code captures many of the common situations that

employees may encounter, it does not address every situation.

There will always be circumstances that need to be addressed

more specifically or in which you simply are uncertain as to the

appropriate course to follow. In those instances, please refer to

the full copies of the relevant Company policies on IFFConnect

(available under “Policies and Procedures”) or contact the law

or human resources department.

Understanding and Complying with the Code

Reporting Concerns

Q U E S T I O N

I called the IFF Hotline to report some

comments from my manager that made

me uncomfortable. He was interviewed

as part of the investigation into my

complaint, and since then, has been

very critical of everything I do. Does my

manager’s behavior violate the Code?

A N S W E R

Maybe. IFF has a strict policy prohibiting

retaliation against any employee who

reports a concern in good faith. If your

manager is disciplining you because you

reported his behavior, he is engaging in

retaliation in violation of IFF policy. You

should report your manager’s behavior

to a human resources business partner

or an attorney in the law department.

What Would You Do?

R E S P E C T I N G E A C H O T H E R

IFF is committed to providing its employees with a work environment that is positive, creative and rewarding, and that promotes individual expression, innovation and achievement.

IFF further recognizes that each of us has the right to work in a professional atmosphere that promotes equal employment opportunities and is free from discrimina-tion, harassment or intimidation. Such a workplace can only be achieved and maintained if we act together and treat each other with respect and dignity and without bias or prejudice.

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Preventing Harassment

Similar to IFF’s policy against discrimination, the Company also

prohibits harassment based on race, color, ethnicity, sex, age,

religion, pregnancy, national origin, sexual orientation, disability,

veteran status or any other legally protected class or status, and

harassment of a sexual nature. Such behavior, as well as any form

of conduct that violates the right of IFF employees to work in a

harassment-free environment is unacceptable, unlawful and will

lead to disciplinary action.

Harassment takes many forms, and includes any activity that

creates an intimidating, hostile or offensive work environment, or

that has the purpose or effect of unreasonably interfering with an

individual’s work performance. Specific examples of harassment

include crude or offensive language, uninvited touching, sexually

suggestive pictures, indecent gestures, threats or inappropriate

jokes. The Company’s prohibitions against harassment apply to

actions of IFF employees, as well as suppliers, customers and other

business partners, and to activities in the workplace, as well as off-

site business settings. Any form of retaliation against

a person who reports harassment or aids in an investigation will

not be tolerated and will lead to disciplinary action.


EMBRACING DIVERSITY

At IFF, we welcome and embrace diversity. We appreciate the

power and expertise of different viewpoints. We are passionate

about embracing different cultures, languages and beliefs, and

in strengthening and empowering our diverse workforce and

business partners. Only by fostering a culture of inclusion and

making others feel welcome, appreciated and respected will the

Company be able to harness the creativity and experience of

its most valuable resource – its people – to find innovative and

competitive solutions for its customers and to continue to

succeed in an ever-changing global marketplace.

PROHIBITING DISCRIMINATION

IFF’s policy against discrimination supports our passion for diver-

sity in the workplace. It is IFF’s policy to provide equal employment

opportunities and to treat applicants and employees without

unlawful bias. Accordingly, IFF selects, hires, promotes, develops

and compensates employees based solely on their abilities, and

without regard to race, color, ethnicity, sex, age, religion, pregnancy,

national origin, sexual orientation, disability, veteran status or any

other protected class. We follow the laws that prohibit discrimina-

tion in employment practices wherever we do business.

Promoting Diversity and Inclusion

Q U E S T I O N

I am interviewing potential replacements

for my marketing manager, who is retiring.

The human resources department has

provided the resumes of several qualified

candidates, one of whom appears to be at

least 50 years old based on her graduation

date. Given her age, I am concerned she

will retire in a few years. Is it okay for me

to not consider her for the position?

A N S W E R

No, age is a protected class. If you choose

not to consider the candidate based upon

her age, you would be engaging in age

discrimination in violation of Company

policy and the law. The most qualified

applicants should be invited to interview

for any open position regardless of their

age or any other protected class.

What Would You Do?


Q U E S T I O N

My manager has a habit of telling

inappropriate jokes around the lunch

table. These jokes are never directed

at a specific employee, and most of the

people at the table don’t seem to be

bothered by them. Is this harassment?

A N S W E R

It depends. Not every inappropriate

joke or comment constitutes harassment.

However, at IFF, all employees have the

right to work in an environment free

from hostile, intimidating, or offensive

behavior. If you think you have been

subjected to such behavior, you

should contact a human resources

business partner, an attorney in the

law department or the IFF Hotline.

To sum it up: Together we can maintain a work environment where all employees are treated with respect and where differences, inclusion and diversity are valued. To achieve this, we must support the Company’s prohibitions against harassment and discrimination and be sensitive to discriminatory or harassing behavior and take action when we see it.

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What Would You Do?

If you are being subject to or witness harassing or discriminatory behavior, you must report such behavior to your supervisor, a human resources business partner, an attorney in the law department, or through the IFF Hotline. Speak up… you are empowered to be a part of the solution.

M A I N T A I N I N G A S A F E W O R K E N V I R O N M E N T

IFF is committed to the safety and security of our employees, business partners and other visitors to our facilities around the globe and expects that each employee does his or her part to maintain a safe, secure and healthy working environment.

This means all employees must comply with all applicable IFF health and safety policies, guidelines and procedures and with all applicable safety laws and regulations. We also have a duty to report any unsafe working conditions or activities of which we become aware so that IFF can do its part. Our safety and security depend on your vigilance and action.

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M A I N T A I N I N G A S A F E W O R K E N V I R O N M E N T

Workplace Health and Safety

When it comes to protecting the health and safety of our

employees, business partners and visitors to our facilities, there

are no short-cuts. Whether it involves cleaning up spilled water

on the plant floor, or reminding a co-worker to wear his or her

safety glasses, we all must be committed to a safe and secure

working environment for all employees. Each of us is responsible

for understanding and abiding by all applicable laws, regulations

and IFF policies designed to ensure safe working conditions

and to prevent injuries and accidents.

By being vigilant and aware of our surroundings, and by taking

action when appropriate, we all can play a role in making sure we

have a safe place to work. Remember, even the little things matter

when it comes to safety. If you become aware of any unsafe

condition or activity, contact your supervisor, a member of GRA

or the law or human resources department as soon as possible.

Substance Abuse

IFF maintains a work environment that fosters the health and

safety of its employees and protects the integrity of its business

practices. IFF will not tolerate the use, sale, possession or

distribution of illegal drugs on Company property, on Company

time or while operating Company-owned equipment or vehicles.

Any employee who improperly uses alcohol or illegal drugs of

any kind on Company property or works while under the

influence of illegal drugs or alcohol will be subject to disciplinary

action, including termination.

Workplace Violence

Acts of violence or threatening behavior by employees or by

any other person on Company property, or outside Company

property during Company activities or while engaging in IFF

business, are unacceptable and against IFF policy. This includes

physical aggression and verbal abuse as well as the possession

of any weapons (unless specifically permitted by Company policy).

Such acts and behavior are prohibited and must be reported

immediately to your supervisor or to a member of GRA or the

law department. If danger is imminent, contact the local police

or fire department immediately and follow any applicable site

or crisis policy.

A N S W E R

Report it. Each of us is required to

report workplace accidents and

injuries. Your plant’s desire to

achieve its safety goals should not

preclude any employee from

reporting a workplace injury or

facility damage and supervisors

must never encourage employees

to cover up a safety incident.

What Would You Do?

Q U E S T I O N

I accidentally damaged the plant’s

garage door while operating a forklift,

but I don’t want to report it because

it may negatively affect our plant’s

safety goal. What should I do?

U S I N G R E S O U R C E S R E S P O N S I B L Y

IFF’s property and assets are important tools that enable us to create and deliver the best and most innovative flavors and fragrances in the world. We must be passionate about protecting them and ensuring that they are used to advance the Company’s business objectives.

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Protecting Our PropertyCompany property and assets are intended to be used

strictly for Company purposes. The misappropriation or

diversion of Company property or assets, as well as the

use of Company property or assets for personal, unethical

or illegal purposes or personal gain, or to benefit anyone

other than IFF, is prohibited.

Please note that all Company property and assets –

whether physical or intangible – must be returned at the

end of your employment with IFF.

CONFIDENTIAL AND

PROPRIETARY INFORMATION

formulas, business plans, sales,

marketing or product plans or

strategies, and other trade secrets

INTELLECTUAL PROPERTY

inventions, patents, trademarks,

processes, ideas and know-how

ELECTRONIC COMMUNICATION/

INFORMATION SYSTEMS & CONTENT

computer systems, software and

telephones supplied by IFF, and e-mail,

text, instant messaging, phone and

voicemails

PHYSICAL ASSETS

all Company premises, automobiles,

furniture, equipment, supplies and

product inventory

OUR EMPLOYEES’ TIME AT

WORK AND WORK PRODUCT

Examples of Company Property & Assets:

1

2

3

4

5

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Safeguarding Confidential & Proprietary Information

At IFF, we are all in the business of discovery. Built on a legacy of innovative firsts, we know that to succeed, we must all be explorers. And this is why, within our organization and in partnership with our customers, we are constantly seeking what’s next, pushing each other to ask “what if” and to take smart risks – even in times of ambiguity – to create ground-breaking sensorial experiences.

Whether it’s being first-to-market with a revolutionary fragrance in response to a pressing consumer demand, cracking the code on a customer’s need for a break-through flavor, or rethinking supply chain processes that save customers time and support sustainability, we work together, leveraging a passionate team and a powerhouse of IP to deliver innovative “firsts” to our customers and the world over.

Protecting the confidentiality and integrity of our discoveries, unique formulas, manufacturing process-es and scientific data keeps IFF at the forefront of the flavors and fragrances industry. To retain IFF’s com-petitive advantage and ability to continuously deliver

superior products and services to our customers, it is critical that we work together to safeguard these unique and confidential assets, as well as our other confidential and proprietary information such as sales, business and pricing information.

You are obligated to protect and to take steps to prevent the unauthorized access or use of the Company’s confidential and proprietary information and that of our employees, customers, suppliers and other business partners.

Just as we cannot compromise our competitive advantage by disclosing the confidential and propri-etary information of IFF and our business partners, we cannot compromise our high standard of ethics, honesty and integrity by accepting or using the confidential and proprietary information of third parties, including our customers and competitors.

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Proposed Changes in Senior

Management

Acquisition or Merger Plans

Any Other Information Not

Generally Available to the Public

Consumer Insights Data

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What is Confidentialand ProprietaryInformation?Any information about IFF, our employees, customers,

business partners or any other person that is not available

to the public and includes:

Formulas & Other Trade Secrets

Scientific & Technical Data

Business Plans & Outlooks

Customer Names, or the Products they Purchase

Processes, Drawings &

Designs

Financial & Operating

Information

Information Regarding

Research & Development

Marketing or Sales Programs, Plans

or Strategies

Operations & Training Manuals

Development Plans or Designs

Pricing Strategies

Identity, Grade or Source of

Raw Materials

Employee Data

Manufacturing Specifications,

Methods, Techniques &

Processes

Product Specifications

Product Launches

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If you are unsure whether a particular piece of information is confidential, consider the following questions: – Is the information not known to the public?

– Could disclosure of the information harm or disadvantage

IFF or any employee or business partner of IFF?

– Could your work or the work of others be jeopardized

if the information is shared?

– Would disclosing or using the information violate any

law or regulation?

If your answer to any of the above questions is “yes,” then

you should consider the information confidential and treat it

accordingly. Determining whether information is confidential

or not can sometimes be tricky. If you have any doubts,

please contact an attorney in the law department.

WHEN AND HOW LONG DO YOUR OBLIGATIONS APPLY?

Your obligations with respect to confidential and proprietary

information, whether belonging to IFF, our employees, customers

or suppliers or even to a third-party such as a competitor of IFF,

apply at all times during your employment, including outside

of the workplace and working hours, and continue beyond your

employment with the Company.

COMMUNICATING THE “RIGHT WAY” TO MAINTAIN

CONFIDENTIALITY

Always be cautious and thoughtful when sharing confidential or

proprietary information, whether in writing – including e-mails –

or during private or group conversations. Be aware of your

surroundings when talking on a mobile phone or in a public

place (like an elevator, restaurant or public transportation) or at

a social gathering. Remember that your obligation to protect

confidential and proprietary information extends outside the

workplace and working hours and applies to conversations with

friends, colleagues at other companies and even to members

of your own family.

The bottom line is that disclosure of confidential information

should be limited within the Company strictly to employees

(or advisors) of IFF who require this information to perform their

duties for the Company. Similarly, the sharing of confidential

information outside the Company should take place strictly

if required for business purposes and steps have been taken,

such as the execution of a confidentiality agreement, to

prevent further dissemination or misuse of the information.

In all cases, disclosure must be in compliance with our

Confidential and Proprietary Information Policy, a copy of

which can be found on IFFConnect.

Q U E S T I O N

I’m in R&D and we have recently created

a new molecule. Only the IFF employees

who worked on the molecule are aware

of it. I’m having dinner with my best friend

tonight and I know I can trust him.

Can I tell him about it?

A N S W E R

No. You can’t talk to anyone outside IFF,

including your friends and family, about this

matter or any other confidential informa-

tion. In fact, you cannot even discuss this

confidential project with anyone within IFF

unless sharing the information is necessary

for the performance of your job duties or

the duties of the other person.

Q U E S T I O N

I’m an account manager for one of IFF’s

largest fragrance customers. The customer

recently asked if I could provide the formula

for a product the customer purchased.

Can I provide this information?

A N S W E R

Maybe, subject to the appropriate approv-

als and conditions. Formula and ingredient

disclosures may only be made with the

prior approval of a member of GRA or

the legal department according to strict

disclosure specifications and confidentiality

procedures. You should contact a member

of GRA if the customer is requesting dis-

closure for regulatory purposes. In all other

cases, please contact an attorney in the

law department.

What Would You Do?

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Protecting IFF Intellectual Property

All intellectual property invented, created or developed by

the Company or you during your employment with IFF are

Company assets and, as with all other IFF assets, may be used

only in connection with Company business and for the benefit

of the Company. This includes any inventions, formulas, processes,

products, programs, patents, trademarks, copyrights, trade

secrets, expertise, domain names, ideas, discoveries and

improvements conceived of or developed by you or any IFF

employee while working with or for the Company. No employee

can allow IFF’s intellectual property to be used or shared

outside the Company without appropriate legal protections

and documentation in place. Please contact a member of

IFF’s law department if you have any questions related to

intellectual property.

QUESTION

A chemist in our R&D group has just

resigned and plans to join a pharmaceutical

company. She told me that she is planning

on copying her files related to several unique

processes and molecules she created while at

IFF. It is unlikely IFF will ever actually use them.

Is it okay for her to take this information?

ANSWER

No. Everything an employee creates in his

or her capacity as an employee of IFF,

including processes and inventions, belongs

to the Company. They are to be used solely

in connection with Company business and

may not, under any circumstances, be taken

or utilized by an employee following his or

her departure.

What Would You Do?

QUESTION

We recently hired an employee from one

of our competitors. She mentioned that

she still had access to certain consumer

reports that she created while in her

previous position. These reports would

offer great insight into the local market.

Can we use these reports in preparing

our new marketing strategy?

ANSWER

No. Information created by the employee

in her prior position belongs to the

competitor. IFF does not condone or

allow any illegal activity to obtain or

disclose a competitor’s intellectual

property or other confidential information.

Infringing on a competitor’s property

rights can expose IFF and its employees

to potential legal liability.


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Using IFF Communication & Information Systems Responsibly

IFF’s electronic communication and information systems,

including its computers, telephone and voicemail systems, e-mail

and general internet access, are made available to employees for

Company business purposes and to enable them to perform tasks

related to their jobs. Each of us is expected to use such resources

in an appropriate manner, consistent with all applicable IFF

policies, including our Electronic Communication Policy and

Social Media Policy. Inappropriate use of IFF communication

and information systems may result in disciplinary action.

EXAMPLES OF INAPPROPRIATE USE INCLUDE:

– Communications containing abusive, threatening,

profane, racist, pornographic or objectionable material

or that are defamatory

– Unauthorized copying or transmission of personal, sensitive,

or confidential information

– Accessing or viewing of networks, servers, drives, folders or files

to which access has not been authorized

– Solicitation of employees for any unauthorized purpose,

including political fundraising or religious activities

– Personal business activities

– Any activity that is illegal or unethical or otherwise violates

this Code or any Company policies

If you have access to IFF’s communication or information

systems, you are expected to take precautions to prohibit

unauthorized access to them. One such precaution is to

not share your systems passwords with others. You will be

responsible for all activities performed under your username

and password, so protect yourself and the Company by

keeping this information secure.

In order to keep IFF business information secure, you are

expected to use only IFF communication and information

systems to send, receive or store such information.

This means that non-IFF systems, including personal or

third party e-mail accounts, devices, computers, thumb

drives, telephones, smartphones or other wireless devices.

iPads, Blackberrys, instant messaging systems or non-

authorized cloud storage, may not be used (other than

through access2.iff.com) when engaging in IFF business.


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COMMUNICATING BY E-MAIL

Unlike a spoken conversation, e-mail creates a permanent record,

even if you believe you have deleted the information. Remember—

any e-mail you send may be printed by the recipient or forwarded

to others, even if you ask that the e-mail be kept confidential.

Treat an e-mail just like you would treat any other written business

communication. A good rule of thumb is to only include in an

e-mail what you wouldn’t mind seeing on the front page of

a newspaper.

DON’T EXPECT PRIVACY WHEN IT COMES TO

COMPANY SYSTEMS

All communications sent on, received through, or stored on any

Company system are Company property. Consequently, you

should have no expectation of privacy with respect to these

communications. This applies to both business and personal

communications and includes personal e-mails that you have

received, viewed or saved on a Company system, and even those

you think you deleted. All communications, as well as your use

of and activity (including internet browsing) on or through IFF

systems, may be accessed, monitored and recorded at any time,

without notice and without your permission, in accordance

with applicable law.

QUESTION

I need to work on an important presenta-

tion over the weekend, but I am going out

to dinner straight from the office and don’t

feel like lugging my laptop around town.

Can I send the latest draft to my personal

e-mail account or save it on a thumb drive

so I can work on it over the weekend?

ANSWER

No. Company equipment and systems

are equipped with appropriate security to

prevent a breach. Therefore, IFF data must

remain on IFF systems. IFF’s Electronic

Communication Policy strictly prohibits

employees from sending any IFF business

information to or through any non-IFF

system. This means that employees

must not send IFF information to their

personal e-mail.

What Would You Do?

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Allocating Company Time &Resources Appropriately

POLITICAL & COMMUNITY ACTIVITIES

We encourage all of our employees to be involved in their

communities, and to be politically and socially active citizens.

However, we do not permit the use of our employees’ working

time or other Company resources or assets, including facilities,

phones, computers, copiers or office supplies, to further personal

political or community interests. This includes the posting or

distribution of notices or materials on IFF property and the

soliciting of other employees on Company time.

The decision to commit your free time or to contribute money or

other personal resources to political or community activities is

entirely up to you, and if you choose to engage in such activities,

your job will not be affected by your personal political views or

contributions. IFF will not, however, reimburse you for your

personal political activities or contributions.

When engaging in the political process, you must comply with

the laws and regulations governing political activity and contri-

butions, including those governing corporations. Note that IFF’s

Policy on Political Contributions strictly prohibits direct or indirect

contributions by the Company to any political office and the

reimbursement of any such contribution made by an employee.

Because these rules can be very complex, all political activity on

behalf of the Company, including the following, must receive prior

clearance from the Company’s General Counsel:

– Political contributions, no matter how small, if to be

made on behalf of the Company

– Lobbying activities (including meetings and

communications with government officials) in support

of or in opposition to issues that affect our business

– Indirect Company assistance such as furnishing goods,

services or equipment to politicians, candidates, parties

or committees, as well as purchasing tickets or

advertisements for political fund-raising events


BUSINESS EXPENSES & ACCOUNTS

IFF has established accounts with various business partners

for the supply of goods and services to enable the Company

to conduct its business. Similarly, IFF has a comprehensive

Travel and Business Expense Policy, which provides for the

reimbursement of travel and entertainment expenses to

the extent that they are reasonable, necessary, and directly

related to business purposes. The purchase of items for

personal use through a Company account, or otherwise with

Company funds, and the intentional misreporting of expenses

will be treated as theft of Company assets. If you have a

question concerning a particular account, purchase or

expense, or the rules and procedures applicable to you,

please consult your manager.

QUESTION

My co-worker told me that he

occasionally adds a few personal

items to our department’s supply

order. Is this behavior acceptable?

ANSWER

No. It is never acceptable to purchase

items for personal use through a

Company account or with Company

funds. Improper use of Company

funds will result in disciplinary action

and, where warranted, legal action. If

you suspect that a coworker is misus-

ing Company funds, you must contact

a member of the human resources

department, an attorney in the law

department or contact the IFF Hotline

and make a report.

20

What Would You Do?

A V O I D I N G C O N F L I C T S O F I N T E R E S T

21

Each of us has a duty of loyalty to the company, which means that we must avoid situations that create, or appear to create, a conflict between our personal interests and IFF’s interests.

When confronted with conflict situations, you must always make decisions based on sound business reasoning and put the Company’s interest first. Conflict situations are often tricky. So, if you become aware of an actual or potential conflict, or have any doubts, bring it to the attention of the law department. Avoiding conflicts of interest in our business activities and decision-making is essential to our values of loyalty and integrity.

22


This is a complex area, and situations often need to be

examined on a case-by-case basis. If you become aware

of a conflict or potential conflict, contact your supervisor,

a human resources business partner or an attorney in

the law department for advice.

If you find yourself in a potential conflict situation, ask yourself

whether your personal interests interfere or may appear to

others to interfere with those of the Company? If the answer

is yes, then refrain from taking any action that conflicts or

may be perceived as conflicting with the Company’s interests.

Be aware that all waivers of conflicts or potential conflicts

must be approved by IFF’s General Counsel. For additional

guidance on potential conflicts, please refer to IFF’s

Conflict of Interest Policy.

Conflicts of Interest

All IFF employees are expected to give their undivided business

loyalty to the Company. This means that each of us must act

in the best interest of IFF while performing our jobs and take

care to avoid conflicts of interest. A conflict of interest can take

many forms but arises when your personal activities and

relationships interfere, or even appear to interfere, with your

ability to act in the best interest of IFF.

THE FOLLOWING ARE A FEW EXAMPLES OF COMMON

CONFLICTS OF INTEREST THAT SHOULD BE AVOIDED:

– Having a financial or ownership interest or other business relationship with a competitor, supplier or customer of IFF

– Conducting IFF business with a family member or any business in which a family member has a personal stake

– Working as a consultant for a competitor, supplier or customer of IFF

– Serving as an employee, officer or director of another company while employed by IFF

What Would You Do?

Q U E S T I O N

I would like to hire my cousin’s firm

to perform security services for the

Company’s buildings. I don’t think it’s

a big deal as long as he gives us the

best price and provides the same

quality of service as other providers.

Do I have to tell my manager that

I am related to the owner?

A N S W E R

Yes, because it is a potential conflict of

interest if your relative owns or works

for a vendor or service provider with

whom we do business. In a situa-

tion like this, you must receive prior

approval from your manager and from

IFF’s General Counsel.

23


Note that this requirement applies to all forms of gifts, including

free services, special favors, products, discounts, entertainment

and even free travel. In the case of business-related entertainment

activities, you are also accountable to ensure that your actions

and expenditures comply with IFF´s Travel and Business

Expense Policy.

As a global Company, IFF appreciates that there are cultural

practices that include gift-giving and entertainment in countries

where we do business. While we respect these practices, we must

be careful not to let them override our commitment to comply

with the legal and ethical requirements of each of these countries.

While understanding the difference between appropriate and inap-

propriate entertainment and gifts is not always easy, be guided

by this: if it doesn’t feel right, it probably isn’t. If public disclosure

of a gift or entertainment could cause embarrassment to IFF or

to you personally, it is unacceptable. If you are unsure about a

particular gift or entertainment activity, you should always contact

an attorney in the law department before taking any action.

Gifts and Entertainment

At IFF, we promote successful working relationships and goodwill

with our customers, suppliers and other business partners, as

they are vital to our success. The Company recognizes that

business entertainment such as dining out or attending events

can play an important role in strengthening working relationships

with our business partners. These activities must be reasonable,

conducted in connection with Company business and in the best

interest of IFF, and must not influence an employee’s business-

related decisions.

We also recognize that it is customary for some of our business

partners, and in certain cases, IFF employees, to occasionally give

gifts to those with whom they do business. Although the offering

or receipt of extravagant gifts or of cash or cash equivalents such

as gift cards is never acceptable, the offering or receipt of a gift

of minimal value may be permitted, provided that it is done openly

and lawfully in accordance with acceptable practices in our indus-

try in the country in which it is taking place. It is critical that the

offering or receiving of a gift does not, and would not be perceived

to, influence the nature or continuation of IFF’s relationship with

the business partner who is giving or receiving the gift.

If you give or receive a gift, or entertain or are entertained by

business partners, you must comply with the Company´s

Conflict of Interest Policy and the policies of IFF´s business

partners, as well as all laws and accepted industry practices.

Q U E S T I O N

We selected a new IT service provider and

upon signing a contract with the company,

the owner presented me with a very expen-

sive bottle of champagne. May I accept it?

A N S W E R

No. Accepting modest gifts from business

partners such as pens, calendars, fruit

baskets or other similar items is accept-

able. It is unacceptable for employees or

our business partners to give or receive

extravagant gifts, including expensive

wine or liquor, jewelry, electronics, cash

or gift cards. Always seek advice from an

attorney in the law department in advance

of taking any action that may conflict with

the Company’s interests.

Q U E S T I O N

One of our vendors invited me to attend

the World Cup and also offered to pay

for my airfare and hotel for three days.

Can I accept the invitation?

A N S W E R

No, you cannot. An all-expense paid trip

to the World Cup would be considered

extravagant and could easily be perceived

to be a gesture the vendor is making in

an attempt to influence its business

relationship with the Company.

What Would You Do?

Delivering superior innovation, expertise and creative products to our customers not only requires a commitment to our people, our business partners and our Company, but also to doing things the right way. Each of us must do our jobs with integrity – acting ethically and following the law.

24

A C T I N G E T H I C A L L Y & F O L L O W I N G T H E L A W

25


Our Conduct with Business Partners

Making quality decisions in our business means that we must

consider the consequences of all of our actions and decisions.

We’re committed to free enterprise and competition based on

expertise and creativity and to complying with all legal and

ethical rules that govern our business.

IN ALL OF OUR BUSINESS DEALINGS WITH CUSTOMERS

AND SUPPLIERS, WE MUST:

– Avoid any unfair or deceptive practices and always present our

services and products in an honest and forthright manner

– Treat all customers and suppliers honestly, fairly and objectively

– Expect suppliers to compete fairly for our business and

select them based on merit

Similarly, we expect our vendors and other business partners to

act in compliance with all laws, rules and the same ethical princi-

ples under which IFF operates. These principles are set out in our

Vendor Code of Conduct, which is available on IFFConnect.

What Would You Do?

Q U E S T I O N

My department plans to hire an employee

from one of our competitors. Are there any

special rules that have to be followed?

A N S W E R

Yes. You must consult the law department

before hiring an individual from a compet-

itor. While it may be acceptable to hire the

employee, the individual may be under

a legal obligation not to work with a com-

petitor or reveal confidential information.

The law department will need to review

the specific circumstances before any

offer is made to the individual.

Q U E S T I O N

During a visit to an important customer,

I was handed a sample of an encapsulated

fragrance technology that a competitor

has developed but not yet put on the

market. The customer asked if I could

match the sample. Can I do this?

A N S W E R

No. If the sample is not commercially

available, we cannot accept it. IFF will

always respect the intellectual property

of our customers, competitors and any

third party. If there is ever any doubt as

to whether a sample may be analyzed,

contact a member of the law department

for guidance.

26


Dealing with Competitors

ANTITRUST AND UNFAIR TRADE PRACTICES

IFF is committed to succeeding through fair and legal competition,

and strictly prohibits any activity that violates antitrust laws or

unlawfully restrains competition. Specifically, IFF prohibits agree-

ing to or engaging in activities with our competitors or others to

fix prices (including price components such as rebates, discounts,

freight allowances or other sales terms), to boycott suppliers or

limit production, or to divide markets, sales territories, product

lines or customers. Even informal discussions with our competi-

tors about these types of activities are prohibited.

Antitrust laws (also referred to as competition laws) are very

complex and vary from country to country. If you have questions

concerning communications or interactions with competitors,

you should seek advice from an attorney in the law department.

Be aware that the consequences of violating antitrust or

competition laws can be extremely serious for the Company

and you. Violations can lead to fines and imprisonment for

the individuals involved and to heavier fines and costly civil

lawsuits for the Company.

COMPETITOR INFORMATION

Just as IFF values and protects its own non-public information,

we respect the non-public information of other companies. IFF

does not allow and will not tolerate any illegal or unethical

activity to obtain or disclose competitor information—no matter

how useful the information may be. We may only collect, share

or use competitor information as long as it is done in a legal and

ethical manner. It is acceptable to obtain competitive intelligence

through publicly available information such as filings with govern-

ment agencies, public speeches of executives, news articles and

ethical inquiries. We may also accept competitor information from

a third party, as long as there is no reason to believe that the third

party obtained the information in an unethical way or is under a

contractual or legal obligation not to reveal such information.

What Would You Do?

Q U E S T I O N

At a trade association meeting last week,

one of our competitors started talking

to me informally about “staying away”

from one of her customers. She said the

conversation was “off the record.”

Was that okay?

A N S W E R

Absolutely not. While trade association

meetings perform a useful and legitimate

function for IFF and our competitors, they

should be approached with great care no

matter where they take place. Discussions

with our competitors, even those that may

be “off the record” in areas such as pricing,

terms of sale, territories or customers,

must be avoided. If a competitor tries to

discuss any of these subjects, you should

ask the person to stop immediately, and if

necessary, you should leave the meeting.

Q U E S T I O N

Is it ever acceptable for me to

discuss prices of our products with

our competitors?

A N S W E R

No. These types of discussions could

subject both you (personally) and IFF

to serious criminal or civil charges.

It’s simple: price fixing or agreeing to

fix prices is illegal.

27


Operating as a Public Company

INSIDER TRADING

Buying or selling IFF securities (including stock, restricted stock

units, stock options or stock-settled appreciation rights) when

you know material non-public information about the Company

is not only unfair—it’s against the law and can result in severe civil

and criminal penalties for you and IFF. This rule applies to all

employees and relates to all material non-public or “inside”

information about IFF and other companies.

Trading in Company securities or in those of any other company

while in possession of material inside information about either

entity, is strictly prohibited; as is telling other people, including

family members and friends, about material inside information

regarding IFF or any other company. Anyone, including a family

member, who trades in securities while possessing material

inside information, may be violating the law and subjecting him

or herself to civil and criminal penalties.

WHAT IS MATERIAL INSIDE INFORMATION?

“Material inside information” is any information that has not

been made available to the public and that a reasonable person

would consider important in making a decision about whether

to buy or sell a security. This includes information about the

Company, as well as information about other companies

such as our business partners and competitors. Examples

of material inside information include:

– Earnings forecasts, estimates or results

– Acquisitions, divestitures or restructuring

– Management changes

– Upcoming product launches or product innovations

– Gain or loss of important business or contracts

For more detailed information about IFF’s prohibition against

insider trading, consult the Insider Trading Policy on IFFConnect

or contact an attorney in the law department.

SPECIAL RULES FOR INSIDERS

Due to the role they perform for the Company, or their access

to confidential IFF information, certain employees are subject to

pre-clearance requirements and other additional requirements

applicable to trading in IFF securities. If you are an “insider,” you

should consult the Company’s Insider Trading Policy on IFFCon-

nect or a member of the law department for further information.

Q U E S T I O N

I am assisting on an acquisition by IFF

of a company in the fragrance business.

Can I buy or sell securities of IFF or the

target company?

A N S W E R

No. Knowledge of the acquisition is

material inside information. If you buy or

sell while in possession of such informa-

tion, you would be violating the securities

laws and IFF policy.

Q U E S T I O N

Is it wrong to share inside information

with others even if I don’t use it to

benefit myself?

A N S W E R

Yes. In fact, you may be found to be

even more at fault because you are the

person starting the “chain” of wrongdoing.

Communicating material non-public

information to any other person, even

if you don’t realize any gain, may result in

you personally being held liable both

civilly and criminally.

What Would You Do?


COMMUNICATING WITH THE OUTSIDE

As a publicly traded Company, IFF is governed by strict securities

laws relating to the public disclosure of information relating to

the company. To comply with these laws, and to ensure the

integrity of the information IFF communicates and the effective-

ness and consistency of IFF’s message, all public statements,

public speaking engagements and media interviews regarding

IFF or its business, whether “on the record” or “off the record,”

and whether with investors, stock analysts or the media, should

only be made by IFF executives who are authorized to speak

for the Company. If the media or any outsider contacts you for

information about IFF, explain that our policy does not allow

you to comment, and direct the person to a member of the

corporate communications department.

28


29

Q U E S T I O N

I overheard someone in the finance

department ask a supplier to “hold”

invoices for a few weeks for supplies

we already received so that our year-

end numbers would look better.

This just doesn’t seem right to me.

What should I do?

A N S W E R

Your instinct is the right one. Holding

invoices to manipulate the numbers is

unacceptable and a violation of IFF policy.

Hiding or disguising liabilities, or keeping

off our balance sheets items that should

be there, is unethical, illegal, and will not be

tolerated. If you witness any such behavior,

you should immediately report it to your

supervisor, the law department or through

the IFF Hotline.

RECORDS MANAGEMENT AND DESTRUCTION

Company records must be maintained, retained and disposed of in

accordance with IFF’s Records Management Policy, which is avail-

able on IFFConnect. The policy applies not only to paper records

but also to records in digital, electronic or other forms, including

e-mails, voicemail, web pages, computer programs, databases

and other electronically stored documents and data, and specifies

the requirements for their maintenance, retention and orderly

destruction. Please refer to the policy for the retention period

applicable to a particular type of record.

LAWSUITS AND INVESTIGATIONS

Documents or records that are relevant to an actual, threatened

or reasonably foreseeable lawsuit, investigation, audit or admin-

istrative proceeding, or that you have been directed by the law

department to retain, must not be destroyed or altered. If you

are unsure about a particular document, retain the document

and consult an attorney in the law department for guidance.

Your compliance with this obligation is critical as the destruction

or alteration, even inadvertently, of a document that is relevant

to a lawsuit, audit or administrative proceeding or otherwise

subject to a legal hold could expose the Company and you to

civil and criminal liability.

What Would You Do?

RECORDKEEPING:

FINANCIAL, REGULATORY AND OTHER RECORDS

Complete and accurate books and records are essential to manag-

ing IFF’s business and maintaining the accuracy and integrity of

the Company’s financial reporting and disclosure. This in turn

reflects on the Company’s reputation and credibility and ensures

that the Company meets its legal and regulatory obligations.

“Books and records” do not refer to just financial accounts, but to

all records prepared, generated or maintained in the course of the

Company’s business, including invoices, purchase orders, agree-

ments, time sheets, payroll documents, travel and expense reports,

test results, safety and environmental reports and regulatory

filings. Similarly, the responsibility for ensuring their accuracy

and completeness does not rest on just the Company’s accounting

and financial personnel but on each of us. When you contribute

to the creation of business records, for example, by submitting

an expense report, a time sheet or supply orders, you are responsi-

ble for the honesty and accuracy of the information you submit.

You also are responsible for reporting any suspected violations of

the Company’s accounting and reporting policies and procedures,

which can be found on the finance department’s “Policies and

Procedures“ section of IFFConnect.

Any attempt to conceal or misstate information in Company books

or records is a serious offense and may result in disciplinary action

and criminal prosecution, leading to fines or even imprisonment.

The rule is clear: all records and reporting must be complete, fair,

accurate, timely and not misleading. No exceptions.

Q U E S T I O N

A former employee of IFF has sued

the Company, complaining that he was

discriminated against. My boss has

“strongly suggested” that to protect the

Company, I should conduct a search and

delete any e-mails with the employee’s

name in them. What should I do?

A N S W E R

Don’t conduct the search, and do not

delete or destroy anything! Contact the

law department immediately to report

your manager’s request.

30

At IFF, we pride ourselves on our creative expertise and our ability to deliver superior flavors and fragrances all over the world. However, our creativity, expertise and operational excellence can only be celebrated if it is achieved in compliance with the rules governing what we do and how we do it, wherever we do business. Compliance is not optional.

B E I N G G L O B A L L Y C O M P L I A N T

31

Government Inspections

IFF’s production and other facilities around the world may be

subject to inspections by environmental, food and drug, workplace

safety, labor, health, drug enforcement, agriculture, transportation,

immigration or other government representatives. In addition, our

financial and other records may be subject to audit by tax,

customs or other authorities. Such inspections and audits may

be pre-arranged or may occur without warning or prior notice.

In either case, IFF is committed to cooperating and to dealing

honestly and truthfully with the government officials conducting

such inspections and audits. The Company will not tolerate any

false or misleading statements being made in connection with an

inspection or audit, or generally with Company business.

If you receive an inquiry or request from a governmental authority

regarding a Company matter, you should immediately contact an

attorney in the law department or a member of GRA for guidance.

In the event of an inspection of a manufacturing or other facility,

follow the applicable local policy and contact the site manager.


Food, Drug and Chemical Control Laws

IFF conducts business in full compliance with all applicable laws,

rules and regulations wherever we do business. This includes

all food, cosmetic, drug and chemical control laws, many of

which can be complex. These laws govern:

– The labeling of IFF’s products or the consumer goods

incorporating our products

– The claims we make about our products

– How our products are manufactured

IFF’s global reputation and success depends on each of us

understanding and complying with the rules that govern our

business. If you have any questions about these rules, you

must seek immediate guidance from your supervisor or

a member of GRA or the law department.

Q U E S T I O N

I want to present a customer with a

fragrance that contains an ingredient that

has not yet been cleared internally for

fragrance use. The ingredient is already

cleared for flavor use. Can I present

this fragrance?

A N S W E R

No. The ingredient cannot be used until

the internal clearance process is complete

for the “end use” of the product. Regu-

lations that apply to fragrances do not

necessarily apply to flavors, and vice versa.

Your course of action: wait.

Q U E S T I O N

A supplier has advised me that its product

contains trace levels of a contaminant,

but the levels are extremely low and

present no safety concern. He also told

me that the supplier is taking steps to

eliminate the contaminant. Do I need to

tell my supervisor?

A N S W E R

Yes, immediately. Even the slightest hint

of an environmental, safety or quality

problem with one of our products or ingre-

dients must be reported as soon as it is

discovered. You should contact a member

of GRA or the law department right away.

What Would You Do?

32


Anti-Bribery and Corruption Laws

As a global Company, we are often required to interact with

officials of various governments around the world. Virtually every

country has special legal rules that apply to transactions with

governments, including anti-bribery and corruption laws that

prohibit the bribery of government officials. Anti-bribery and

corruption laws such as the U.S. Foreign Corrupt Practices Act

(“FCPA”) and the U.K. Bribery Act are extremely far reaching and

apply to all Company operations in all countries. These laws are

rigorous and complex and the sanctions for violating them can be

severe – including significant individual and corporate fines, and

even imprisonment. IFF has developed policies and procedures

for complying with such laws, which each of us must be familiar

with and abide by when dealing, directly or indirectly, with gov-

ernment officials in the performance of our jobs. Be aware that

IFF’s Anti-Bribery Policy applies to all employees of IFF worldwide

and mandates compliance with all anti-bribery and corruption

laws and with IFF’s global standards.

WHAT IS PROHIBITED?

IFF’s Anti-Bribery Policy generally prohibits the giving of

anything of value to a government official or any other person

in any country to influence that person’s decisions to help the

Company obtain or retain business or gain an unfair advantage.

This includes, for example, the giving of money, business or

employment opportunities, gifts and entertainment, travel,

special favors, or anything else of value, for the purpose of:

– Influencing a decision or to obtain or retain business

– Influencing the outcome of a government audit,

inspection or decision

– Facilitating an import through customs

– Obtaining a business or other license

WHO IS A GOVERNMENT OFFICIAL?

The following are examples of persons who may be considered

government officials:

– Any officer or employee of a foreign government,

regardless of rank

– Employees of government-owned or government-

controlled businesses

– Foreign politicians, political parties or candidates for office

– An agent or any family member of the above

33


WHAT ABOUT THIRD PARTIES ACTING ON IFF’S BEHALF?

Because IFF may be held liable for inappropriate payments made

by third parties, agents or consultants acting on our behalf, we

must take particular care when engaging third-party agents or

consultants to interact with government officials on behalf of IFF.

This includes performing appropriate due diligence, entering into

appropriate contracts, and requiring all such agents or consultants

to agree to abide by all anti-bribery laws and Company policies.

SOMETHING DOESN’T FEEL RIGHT

To avoid violating these complex and potentially harsh laws,

always consult with the law department if you become aware

of or are asked to make a payment that could be characterized

as a bribe or kickback, or if something simply “doesn’t feel

right.” For more information please refer to the Company’s

Anti-Bribery Policy or contact the law department.

Q U E S T I O N

A flavor product manufactured in China

has arrived at the port in Buenos Aires,

Argentina without the proper labeling.

The Argentine customs official told me

that he would release the shipment if

we pay him 4,000 pesos. We need this

product urgently to satisfy a customer

order. Can I make the payment?

A N S W E R

Absolutely not. By making the payment,

IFF Argentina (and you personally) would

be violating the Argentinean labeling laws

as well as anti-bribery laws. Note that

similar laws exist in many other countries

around the world so, irrespective of the

location, IFF employees should consult

with an attorney in the law department

whenever confronted with this type

of request.

Q U E S T I O N

In the course of the annual inspection of

an IFF plant in India for the renewal of its

operating license, the city official conduct-

ing the inspection has found several health

and safety violations. The local agent we

are using to help facilitate the inspection

and licensing process says that the inspec-

tor will overlook the violations and approve

the renewal, but it would require giving the

city employees a sizable donation. Can

we make this donation or have our agent

make it on IFF’s behalf?

A N S W E R

No. It is the Company’s policy not to give,

directly or through a third party, anything

of value to a government official or any oth-

er person in any country to influence that

person’s decisions to help the Company

obtain or retain business or gain an unfair

advantage. The Company’s Anti-Bribery

Policy also requires that appropriate back-

ground checks be conducted by the law

department in advance of appointing any

third-party agent to interact with govern-

ment officials on IFF’s behalf. You should

immediately contact the law department

to discuss the request.

What Would You Do?

Be aware that non-compliance could result in severe sanctions

against the Company and you, including fines and imprisonment,

and even an outright prohibition on the Company’s right to partici-

pate in import-export activities.

Privacy Laws

Personal data is information that can identify an individual,

including employees, contractors, business partners, customers

and anyone else with whom IFF does business. The Company

respects the confidentiality of personal data, whether on paper

or in electronic form, and requires that such information be

handled responsibly and in compliance with all applicable privacy

laws. If you have access to personal data in the performance of

your job, it is important that you collect, access, use, or share

such data only to the extent necessary and relevant to fulfill your

assigned job responsibilities and in accordance with Company

policies, local laws and regulations. Privacy laws vary in scope

and complexity, depending on where you are doing business.

If you have any questions regarding the privacy laws applicable

to you or concerning your responsibilities, contact an attorney

in the law department.

34


International Trade and Anti-Boycott Laws

As a global flavor and fragrance company, IFF delivers its expertise,

creativity and products throughout the world and across many

borders. As a result, the Company and our business activities are

subject to various international trade and customs regulations,

including laws governing imports and exports, and anti-boycott

laws. These include:

– Government-imposed export controls, trade restrictions,

trade embargoes, legal economic sanctions and boycotts,

which restrict the Company and its affiliates from engaging

in business activities in certain countries or with certain

individuals or entities

– Anti-boycott laws that prohibit companies from participating

in or cooperating with an international boycott that is not

approved or sanctioned by the U.S. government

IFF is committed to full compliance with these laws. If, in your role

at IFF, you are responsible for making decisions about where or to

whom we sell our products, or are otherwise involved in business

transactions across national borders on IFF’s or our customers’

behalf, you must familiarize yourself and comply with the laws

applicable to such activities.

International trade laws and anti-boycott laws are extremely

complicated. If you have any questions regarding these laws or

concerns that you may be engaging in prohibited business, or if

you receive a boycott-related request, you should refer to the Com-

pany’s International Business Transactions Policy for guidance or

contact a member of GRA or an attorney in the law department.

S U P P O R T I N G A B E T T E R W O R L D

35

Being Socially Responsible

IFF has an extensive history of innovation, customer focus and consumer insights as well as a deeply ingrained sense of responsibility. We understand that the well-being of our employees and the continuing success of our customers and our own business depends on our passion for and commitment to a sustainable future.

Sustainability has long been part of the essence of how we do business at IFF. This principle and our commitment to the future has been formalized in our sustainability strategy and drives the innovation that results in social and environmen-tal improvements – from the raw materials that we source responsibly, to our eco-efficient manufacturing facilities, to carefully designed products that consider critical sustain-ability attributes. Our four-pillar strategy - sources, impact, products, people - is fully integrated and targets the most material opportunities to create sustainable flavors and fragrances for our customers and for consumers worldwide. For details of our past achievements, ongoing activities and future goals, refer to the Company’s latest Sustainability Report available on IFFConnect.

36

What Would You Do?

S U P P O R T I N G A B E T T E R W O R L D

Respecting Our Environment

Having integrity in our business dealings and activities means

that we are dedicated to being an environmentally responsible

and sustainable corporate citizen. Caring about our employees,

our customers and our communities means that we must

have unwavering respect for the future of our planet and think,

every day, about how we can do our part to conserve our

valuable natural resources.

Whether complying with environmental laws and regulations

at all of our facilities, or recycling the plastic water bottles

we may drink from at lunch, each of us must comply with the

law to reduce waste and to help conserve energy, water and

other natural resources.

Q U E S T I O N

I think there is a problem with our

waste water treatment equipment, but

repairing it will interfere with production

and probably cost more money.

What should I do?

A N S W E R

Tell your supervisor, manager or envi-

ronmental health and safety coordinator

about the problem so that repairs can be

promptly scheduled. If your supervisor

fails to take appropriate action, report the

issue to a member of the human resourc-

es department or the law department or

through the IFF Hotline.

C O N C L U S I O N

A “no” answer to even one of these questions, would mean that the de-cision or action is unethical, inappro-priate, or could have serious negative consequences for both the Company and you and should not be taken.

This Code of Business Conduct and Ethics is an import-ant part of our future and guides the way we deal with each other, our business partners and the communities in which we conduct our business. It’s up to each of us to ensure that IFF continues to be successful by reinforcing our great culture, values and relationships, and never compromising our ethical principles and integrity.

Each of us must strive to make good decisions and to do the right thing. While in certain situations the right result is obvious and the decision can be made easily, in many situations the right result is less clear-cut or you may face time constraints or differing business pressures. When faced with a difficult situation, asking yourself these questions can help you make the right decision:

IFF is a passionate and creative organization focused on the future. I S I T L EG A L?

W O U L D I F E E L C O M F O R TA B L E I F I T

B EC A M E P U B L I C ?

D O E S I T R E F L EC TI F F ’ S VA LU E S ?

I S I T C O N S I ST E N T W I T H C O M PA N Y

P O L I C Y ?

1

3 4

2

If you are unsure about the answer to any of these questions, consult a member of the human resources department or the law department.

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