Business Conduct Policies. The parties acknowledge and agree that the Transferred Business shall be managed and conducted as part of the Purchaser (i) in strict compliance with the PCPs; (ii) in a manner consistent with the Purchaser’s, PHCG’s and Publicis’ business policies, operating models, principles, values, ethical standards, as well as in compliance with all internal rules and regulations and applicable Laws and Orders; (iii) in a manner consistent with the good business practices and long-term objectives of the Purchaser, PHCG and Publicis; (iv) with a view to ensure the protection of the goodwill and increasing the profile of the Publicis Groupe Company names, logos, brands and trademarks, locally and throughout the world; and (v) in accordance with and subject to, and so as to abide by, all applicable client conflict-of-interest policies of the Purchaser, PHCG and Publicis and their respective major clients.
Business Conduct Policies. A guiding principle of the Company is to construct and operate the Facility, and to operate the existing refinery at Gramercy, Louisiana, using best industry practices. Accordingly, the Company will comply with the Members’ business policies (i) related to business conduct and ethics in effect as of the date of this Agreement (in Cargill’s case, the Guiding Principles, and in Imperial-Savannah’s case, the Code of Ethics, each as set forth in Schedule 11.2(a)), and (ii) related to plant operations, employee health and safety, environment, food and product safety and intellectual property. Where a difference exists among the Members’ policies, the Company shall adopt business policies at least as stringent as the most stringent of the Members’ policies. The Company will establish a compliance program to be approved by the Governance Board. The compliance program must include, among other things, a requirement that designated employees sign an annual compliance certificate. The Members will have the right to audit (using their respective internal auditors or third party auditors) the Company’s compliance with its compliance program.
