EXECUTIVE OFFICERS AND BOARD OF DIRECTORS BUSINESS ETHICS STATEMENT
Published on February 22, 2006
Exhibit
14
Ball
Corporation Executive Officers and
Board
of Directors Business Ethics Statement
For
years
employees, officers and directors have operated under the Ball Corporation
("Ball" or "Corporation") Board of Directors Policies, which rely on fundamental
legal and business principles for the conduct of Ball's business. In addition,
all employees of Ball, including the Chief Executive Officer, Chief Financial
Officer and Controller, have been subject to a code of business ethics which
served as a reminder of the ethical commitments of all employees. The original
Code of Business Ethics applicable to employees was endorsed by the Ball Board
of Directors (the "Board") in April 1994 and has been reviewed and revised
periodically since 1994.
More
recently the Securities and Exchange Commission ("SEC") has adopted disclosure
rules and the New York Stock Exchange ("NYSE") has finalized changes to its
Listing Standards which make it desirable for a separate additional business
ethics statement to be adopted for the Executive Officers and Directors of
Ball.
Goals
Executive
Officers and Directors of Ball should conduct their business affairs on behalf
of Ball using the highest level of ethics and principles towards the goal of
achieving business success within the law, Ball Board policies and ethics
standards. The Board or Committees of its' choosing should oversee and the
Executive Officers of Ball should seek to ensure that adequate internal control
over financial reporting and appropriate disclosure controls and procedures
are
in place for Ball.
The
reputation of Ball for honesty and fair dealing should be continued. The conduct
of Executive Officers and Directors should be lawful and in accordance with
any
applicable Ball Board policies and ethics standards.
Conflicts
of Interest
Each
Executive Officer and Director shall conduct himself or herself with high
ethical standards to avoid a conflict of interest with the Corporation or its
stockholders.
A
conflict of interest, in the broad sense, may arise where an individual's
position or responsibilities on behalf of the Corporation present an opportunity
for personal gain apart from the normal rewards of employment or service as
an
Executive Officer or Director of Ball. It may also arise where an individual's
personal interests are so inconsistent with the Corporation's interests that
the
latter become secondary, or otherwise conflict with his/her proper loyalties
to
the Corporation. Areas which require specific attention are:
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Personal
Financial Interest
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Executive
Officers and Directors should avoid any outside commercial interests which
might
influence their official decisions or actions. Such outside commercial interests
could include (a) a financial interest in an enterprise which has business
relations with the Corporation if such financial interest represents a
significant part of the net worth of the individual or enterprise; and (b)
an
investment in another business which competes with any of the Corporation's
interests if such investment represents a significant part of the net worth
of
the individual or of the net value of the other business. In short, financial
activity in any form which would involve or suggest "self dealing" should be
avoided.
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Inside
Information
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Executive
Officers and Directors should refrain from the purchase or sale of the
Corporation's securities or from involvement in any outside transaction which
is
influenced by confidential information or special knowledge of the Corporation's
activities. Confidential information or special knowledge would be that which
is
not generally known or available to the public and is material.
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Gratuities
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Each
Executive Officer and Director should not place himself or herself under actual
or apparent obligation to anyone by accepting or permitting those close to
him/her to accept gifts or other favors where it might appear that they were
given for the purpose of improperly influencing the individual in the
performance of his/her duties.
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Outside
Activities
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Executive
Officers and Directors should avoid outside employment or activities which
would
substantially impair the effective performance of their obligations to the
Corporation, either because of excessive demands on their time, or because
of
their assumption of outside commitments is obviously contrary to their
legitimate commitments to the Corporation.
Finally,
material conflict of interest situations do occasionally present themselves
and
those that do are hopefully inadvertent. Where only potential, they should
be
avoided by personal foresight and planning. Where actual, they should be
eliminated promptly upon their discovery, and full disclosure should be made
to
the Chairman of the Board who will deal with the matter.
Corporate
Opportunity
Executive
Officers and Directors should advance the legitimate interests of Ball.
Executive Officers and Directors should not take for themselves or their
family's business opportunities that are discerned through the use of Ball
property, information or position or use Ball property, information or position
for their personal gain without full disclosure to the Chairman of the Board
who
will deal with the matter. Executive Officers and Directors should avoid
competing with Ball without full disclosure to the Chairman of the Board who
will deal with the matter.
Confidential
Business Information
Executive
Officers and Directors of Ball should maintain the confidentiality of business
information imparted to them in the course of their service to Ball, except
to
advance the legitimate business interests of Ball or where disclosure is legally
mandated.
Use
of Company Assets
The
Board
or committees of its choosing oversees and the Executive Officers are
responsible for the protection of Ball's assets and their efficient use.
Executive Officers and Directors should use Ball assets for legitimate business
purposes and not for any unlawful or improper purpose.
No
Personal Loans to Executive Officers and Directors
The
Corporation will comply with the provision of the Sarbanes-Oxley Act of 2002
prohibiting the extension of credit in the form of personal loans to Executive
Officers and Directors of Ball.
Full,
Fair, Accurate, Timely, and Understandable Disclosure
The
Board
or committees of its' choosing oversees and the appropriate Executive Officers
are responsible for designing or causing the design and establishing and
maintaining internal control over financial reporting and disclosure controls
and procedures of Ball, maintenance of financial information consistent with
U.S. generally accepted accounting principles, SEC rules and regulations and
Ball policy and procedures and the prevention and detection of fraud by
employees who have a significant role in the internal control over financial
reporting or disclosure controls and procedures of Ball.
Compliance
with Laws and Regulations
Ball
policy is to comply with all laws and regulations applicable to its business.
Executive Officers and Directors should comply with all laws and regulations
in
any country in which they are so acting. Laws and regulations may sometimes
be
ambiguous or difficult to interpret. Questions concerning interpretation or
compliance should be referred to the Corporate or Ball Packaging Europe Law
Department, as appropriate, who may refer such question to the General Counsel
for appropriate action.
Existing
Ball Policy and Ethics
Executive
Officers and employee Directors of Ball remain subject to the Business Ethics
booklets, Ball policies and compliance requirements applicable to Ball
employees.
Compliance
with Statement
Executive
Officers and Directors of Ball are expected to comply with this Business Ethics
Statement. Amendments may only be made by the Nominating/Corporate Governance
Committee of the Board or the entire Board. Such amendments will be disclosed
in
a manner which complies with SEC and NYSE requirements.
Violations
and Waivers
The
Chairman of the Board or his/her designate will be the focal point for
coordinating and delivering the needed information to the appropriate committee
of the Board or the disinterested members of the entire Board to address
violations of this statement, requests for waivers of relevant portions of
this
statement or implied waivers of portions of this statement. Executive Officers
and Directors are expected to cooperate as required in the development of the
needed information. The Chair of the Nominating/Corporate Governance Committee,
with the assistance of the General Counsel, will be the focal point for
coordinating and delivering the needed information to the appropriate committee
of the Board or the disinterested members of the entire Board to address any
of
the above with regard to the Chairman of the Board.
The
entire Nominating/Corporate Governance Committee or all of the disinterested
Directors of the Board shall be the only bodies authorized to grant waivers
or
implied waivers regarding this Business Ethics Statement. Such waivers or
implied waivers will be disclosed in a manner which complies with SEC and NYSE
requirements.
Reporting
Concerns
Interested
parties, including employees of the Corporation, may communicate in writing
concerns under this Business Ethics Statement including accounting, internal
control over financial reporting, disclosure controls and procedures, auditing,
legal and ethical matters.
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Concerns
related to accounting, internal control over financial reporting,
disclosure controls and procedures, auditing and legal matters should
be
sent to the Chair of the Audit Committee, c/o Corporate Secretary
by mail
to P.O. Box 5000, Broomfield, CO 80038-5000 or via facsimile transmission
to (303) 460-2127. Anonymous submissions or submissions marked
confidential should be sent by
mail.
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All
other concerns related to this Business Ethics Statement should be
sent to
the Chairman of the Board or the Chair Nominating/Corporate Governance
Committee, as appropriate, c/o Corporate Secretary at the above
addresses.
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The
Chairman of the Board or the Chair of the appropriate committee may instruct
the
Corporate Secretary to review, sort and summarize communications to assist
the
Board and the appropriate committee in addressing the
communications.