Center for the Study of Ethics in the Professions at IIT

SUBJECT: STATEMENT OF CONFLICTS OF INTEREST POLICY

I. Background

A statement of policy regarding conflicts of interest was adopted by the Board of Directors on December 27, 1960, and reaffirmed by the Executive Committee on September 21, 1967.
Since that time, the policy statement has been distributed to all operations annually with a request that it be read and that compliance with it be affirmed by individual employees. At the direction of the Board of Directors, the statement of policy regarding conflicts of interest has been restudied and as a result has been revised so as to make it more specific and to provide an updated guideline for employees of the Company.

II. The Company's Conflicts of Interest Policy

1. No employee shall permit a situation to exist, which causes his duty to, or interest in, any other person or business or enterprise to conflict with his duty to the Company.
2. No employee shall have any dealings, directly or indirectly, on behalf of the Company with any business or enterprise which is a supplier of goods or services, a customer, a contractor or a competitor of the Company, if such employee receives compensation from such business or enterprise or if he holds a financial interest in such business or enterprise; provided, however, that an employee may have such dealings, if the business or enterprise in which he holds a financial interest is publicly owned and, if such interest constitutes less than ten percent (10%) of the equity securities thereof.
3. If an employee receives fees for acting as a director of any business or enterprise which is a supplier of goods or services, a customer, a contractor, or a competitor of the Company or if such employee holds a financial interest in such business or enterprise which is privately owned, and if, in the performance of the duties assigned to him by the Company, he has, or is likely to have, any contact or dealings with such business or enterprise or is, or is likely to be, in a position to influence dealings with such business or enterprise, he shall disclose such fact in writing to his immediate superior and to the Vice President, Law, and shall refrain from any dealings on behalf of the Company with such business or enterprise.
4. No employee shall engage in any transaction involving the Company from which he can directly or indirectly benefit, financially or otherwise, except as he may be compensated in the usual course by the Company. The prohibition contained in this paragraph also applies to the acceptance of gifts and to entertainment if the acceptance thereof prevents in any way the employee from acting in the best interests of the Company.
5. No employee shall use for his personal benefit any unpublished information obtained in connection with his employment by the Company. No employee shall disclose to any third party any unpublished information obtained in connection with his employment by the Company.
6. The provisions of this policy statement apply to the interests and relationships of the families of employees as well as to the employees themselves; provided that any family member(s) having such interest or relationship lives with, or is financially dependent upon, the employee.

III. Implementation of the Policy

Each member of PPG's Executive Management Group shall be requested Annually to obtain from each key employee who works under his supervision a written report stating (1) that such employee has read the Company's Statement of Conflicts of Interest Policy, (2) that he understands the Policy, (3) that he is and has been in compliance with such Policy, and (4) that those employees who report to him have read the Policy, understand it and are and have been in compliance with it. Concurrently, similar requests shall be made by each such first-tier key employee to key employees who work under such person's supervision, with the result that this procedure shall be repeated, where applicable, throughout the Company. Upon receipt of such written reports, each member of the Executive Management Group shall send a written report concerning compliance with the Company's Conflicts of interest Policy by him and his key employees to the Vice President, Law. The Vice President, Law shall promptly advise the Chairman of the Board on the subject so that he may report annually to the Board of Directors respecting compliance with the Conflicts of Interest Policy by key employees throughout the Company.

Adopted by Board of Directors, PPG Industries, Inc., on January 15, 1976.