https://www.avient.com/sites/default/files/2024-10/Avient_CodeConduct_2024_ZH-CN2.pdf
发布日期:2024 年 10 月
目录
介绍 :
首席执行官寄语 1
道德行为指南 3
个人价值观 3
您的责任 4
Avient 主管和经理的其他责任 4
解决问题和举报违规情况 5
道德热线 5
禁止打击报复 6
《行为准则》的适用范围 6
违反本准则的行为 6
多元和包容 8
歧视或骚扰 8
工作场所关系 9
物质滥用 10
人身安全和 工作场所暴力 10
准确的信息、数据和记录 12
会计诚信 12
公司通讯 14
资产的保护和使用 14
专有和机密信息、
创意和知识产权 15
隐私、个人信息和数据保护 16
互联网和电子邮件的使用 16
社交媒体和社交网络 17
计算机安全、软件许可和版权 17
内幕信息和内幕交易 18
政治献金/活动和慈善捐赠 19
政府调查和询查 19
公平交易 21
贿赂和回扣 21
代理人和顾问 22
竞争 22
礼品和招待 23
利益冲突 24
假公济私 25
国际贸易 25
洗钱 25
可持续性 27
安全、健康和环境 28
产品和服务的安全 29
尊重人权 29
共同的承诺 29
我们的政策 30
内部联系方式 30
道德热线 30
首席执行官寄语
各位 Avient 团队成员:
在当今错综复杂、互联互通的世界中,我们公司的决策影响深远。
行为准则》 | 24
mailto:https://secure.ethicspoint.com/domain/media/en/gui/49178/index.html?
https://www.avient.com/sites/default/files/resources/PolyOne%25202013%2520Annual%2520Report.pdf
Portage,
14.Donora, Plants) 18.Pune, India Wisconsin (4) (6)
Pennsylvania (4) 19.Pamplona, Spain 16.Ripon, Wisconsin (4)
Cape Girardeau, 20.Bangkok, Thailand 17.Salisbury,
Missouri (1) (4) 21.Pudong (Shanghai), Maryland (4)
15.Ramos Arizpe, China 18.Sheboygan Falls,
Mexico (4) 22.Jeddah, Wisconsin (4)
(15 Manufacturing Saudi Arabia (5) 19.Stamford,
Plants) Shenzhen, China (1) Connecticut (4)
23.Tianjin, China 20.Warsaw, Indiana (4)
24.Novo Hamburgo, 21.Wichita, Kansas (4)
Brazil 22.Grandby, Canada (4)
25.Berea, Ohio Ramos Arizpe,
26.Richland Hills, Texas Mexico (4)
27.Bethel, Connecticut (22 Manufacturing
28.Barberton, Ohio Plants)
29.Knowsley, United
Kingdom
30.Eindhoven,
Netherlands
31.Suzhou, China
32.Shanghai, China
33.Itupeva, Brazil
34.Odkarby, Finland
Manitowoc,
Wisconsin (1) (4)
(34 Manufacturing
Plants)
(1) Facility is not included in manufacturing plants total as it is also included as part of another segment.
(2) There are two manufacturing plants located at Suzhou, China.
(3) Facility is not included in manufacturing plants total as it is a design center/lab.
(4) Facility added in connection with the acquisition of Spartech on March 13, 2013.
(5) Facility added in connection with the JE.A.
incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed March 3, 2011, SEC File No. 1-16091).
2.2† Agreement and Plan of Merger, dated as of September 30, 2011, among PolyOne Corporation, 2011
ColorNewton Inc., ColorMatrix Group, Inc., and Audax ColorMatrix Holdings, LLC (Incorporated by reference
to Exhibit 2.1 to PolyOne Corporation’s current report on Form 8-K filed on October 5, 2011, SEC File
No. 1-16091).
2.3† Agreement and Plan of Merger, dated October 23, 2012, by and among PolyOne Corporation, 2012
RedHawk, Inc., 2012 RedHawk, LLC and Spartech Corporation (Incorporated by reference to Exhibit 2.1 to
PolyOne Corporation’s current report on Form 8-K filed on October 24, 2012, SEC File No. 1-16091)
2.4† Asset Purchase Agreement, dated as of March 25, 2013, by and between PolyOne Corporation and
Mexichem Specialty Resins Inc.
incorporated by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K filed March 27, 2013, SEC File No. 1-16091)
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2000, SEC File No. 1-16091)
3.2 Amendment to the Second Article of the Articles of Incorporation, as filed with the Ohio Secretary of State,
November 25, 2003 (incorporated by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2003, SEC File No. 1-16091)
3.3 Regulations (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on
July 17, 2009, SEC File No. 1-16091)
4.1 Indenture, dated as of December 1, 1995, between the Company and NBD Bank, as trustee (incorporated by
reference to Exhibit 4.3 to The Geon Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, SEC File No. 1-11804)
4.2 Indenture, dated as of September 24, 2010, between the Company and Wells Fargo Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2010, SEC File No. 1-16091)
4.3 First Supplemental Indenture, dated as of September 24, 2010, between the Company and Wells Fargo Bank,
N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report Form 10-Q for
the quarter ended September 30, 2010, SEC File No. 1-16091)
4.4 Indenture, dated February 28, 2013, between PolyOne Corporation and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K filed on March 5, 2013, SEC File No. 1-16091)
10.1 Amended and Restated Credit Agreement, dated March 1, 2013, among the Company, PolyOne Canada and
certain other subsidiaries of the Company, Wells Fargo Capital Finance, LLC, as administrative agent, Bank
of America, N.A. and U.S.
https://www.avient.com/sites/default/files/resources/PolyOne%25202014%2520Annual%2520Report.pdf
Remi de 10.Shenzhen, China 9.Lehigh, Canada 8.Muncie, Indiana
Napierville, 11.Birmingham, Pennsylvania (8 Distribution 9.Newark, New
Quebec, Canada Alabama 10.Vonore, Facilities) Jersey
11.Dongguan, China Shanghai, China (3) Tennessee 10.Paulding, Ohio
12.Lockport, New (11 Manufacturing 11.Toluca, Mexico 11.Pleasant Hill, Iowa
York Plants) 12.Assesse, Belgium 12.Portage,
13.Ramos Arizpe, 13.Cergy, France Wisconsin
Mexico 14.Tossiat, France 13.Ripon, Wisconsin
(13 Manufacturing 15.Gyor, Hungary 14.Salisbury,
Plants) 16.Kutno, Poland Maryland
17.Pune, India 15.Sheboygan Falls,
18.Pamplona, Spain Wisconsin
19.Bangkok, Thailand 16.Stamford,
20.Pudong Connecticut
(Shanghai), 17.Wichita, Kansas
China 18.Granby,
21.Jeddah, Saudi Quebec, Canada
Arabia Maryland Heights,
Shenzhen, China (1) Missouri (3)
22.Tianjin, China (18 Manufacturing
23.Novo Hamburgo, Plants)
Brazil
24.Berea, Ohio
25.Richland Hills,
Texas
26.Bethel,
Connecticut
27.Barberton, Ohio
28.Knowsley, United
Kingdom
29.Eindhoven,
Netherlands
30.Suzhou, China
31.Shanghai, China
32.Itupeva, Brazil
33.Odkarby, Finland
Manitowoc,
Wisconsin (1)
(33 Manufacturing
Plants)
(1) Facility is not included in manufacturing plants total as it is also included as part of another segment.
(2) There are two manufacturing plants located at Suzhou, China.
(3) Facility is not included in manufacturing plants total as it is a design center/lab.
incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed March 3, 2011, SEC File No. 1-16091)
2.2† Agreement and Plan of Merger, dated as of September 30, 2011, among PolyOne Corporation, 2011
ColorNewton Inc., ColorMatrix Group, Inc., and Audax ColorMatrix Holdings, LLC (Incorporated by reference
to Exhibit 2.1 to PolyOne Corporation’s current report on Form 8-K filed on October 5, 2011, SEC File
2.3† Agreement and Plan of Merger, dated October 23, 2012, by and among PolyOne Corporation, 2012
RedHawk, Inc., 2012 RedHawk, LLC and Spartech Corporation (Incorporated by reference to Exhibit 2.1 to
PolyOne Corporation’s current report on Form 8-K filed on October 24, 2012, SEC File No. 1-16091)
2.4† Asset Purchase Agreement, dated as of March 25, 2013, by and between PolyOne Corporation and
Mexichem Specialty Resins Inc.
incorporated by reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K filed March 27, 2013, SEC File No. 1-16091)
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2000, SEC File No. 1-16091)
3.2 Amendment to the Second Article of the Articles of Incorporation, as filed with the Ohio Secretary of State,
November 25, 2003 (incorporated by reference to Exhibit 3.1a to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2003, SEC File No. 1-16091)
3.3 Regulations (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on
July 17, 2009, SEC File No. 1-16091)
4.1 Indenture, dated as of December 1, 1995, between the Company and NBD Bank, as trustee (incorporated by
reference to Exhibit 4.3 to The Geon Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, SEC File No. 1-11804)
4.2 Indenture, dated as of September 24, 2010, between the Company and Wells Fargo Bank, N.A., as Trustee
(incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended September 30, 2010, SEC File No. 1-16091)
4.3 First Supplemental Indenture, dated as of September 24, 2010, between the Company and Wells Fargo Bank,
N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report Form 10-Q for
the quarter ended September 30, 2010, SEC File No. 1-16091)
4.4 Indenture, dated February 28, 2013, between PolyOne Corporation and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on
Form 8-K filed on March 5, 2013, SEC File No. 1-16091)
10.1 Amended and Restated Credit Agreement, dated March 1, 2013, among the Company, PolyOne Canada and
certain other subsidiaries of the Company, Wells Fargo Capital Finance, LLC, as administrative agent, Bank
of America, N.A. and U.S.
https://www.avient.com/sites/default/files/2022-08/Schedule 2 a_b_c - SCCs_0.pdf
The data importer shall specifically inform the data
Updated 08/04/2022
24
exporter in writing of any intended changes to that list through the addition or replacement
of sub- processors at least thirty (30) days in advance, thereby giving the data exporter
sufficient time to be able to object to such changes prior to the engagement of the sub-
processor(s).
https://www.avient.com/sites/default/files/2024-03/2024 Proxy Statement %28Filed%29.pdf
ADVISORY VOTE
24 PROXY STATEMENT 2024 | Annual Meeting of Shareholders
PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP ("EY") AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2024
The Audit Committee has appointed EY as our independent registered public accounting firm to audit our
consolidated financial statements for the fiscal year ending December 31, 2024.
Beggs, the stock awards reflect RSUs that
were granted in recognition of her appointment as Senior Vice President, Chief Financial Officer on August 24, 2020, and which vested on August
24, 2023.
https://www.avient.com/sitemap
New “Avient Now” Online Platform Brings Increased Convenience, 24/7 Access for Distribution Customers
https://www.avient.com/sites/default/files/resources/PolyOne%25202016%2520Annual%2520Report%2520Web.pdf
Tianjin, China
24.
This was primarily due to the increase in
operating income of $4.8 million related to acquisitions, which was partially offset by $1.0 million of unfavorable
foreign exchange rate impact and the unfavorable product mix noted above.
23POLYONE CORPORATION
$ $ $
$ $ $
24
Sales decreased $55.5 million, or 9.3%, in 2015 compared to 2014 primarily due to an unfavorable foreign
exchange rate impact of 5.1% and mix of 1.8%.
incorporated by reference to Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed March 3, 2011, SEC File No. 1-16091)
2.2† Agreement and Plan of Merger, dated October 23, 2012, by and among PolyOne Corporation, 2012 RedHawk, Inc.,
2012 RedHawk, LLC and Spartech Corporation (Incorporated by reference to Exhibit 2.1 to PolyOne Corporation’s
current report on Form 8-K filed on October 24, 2012, SEC File No. 1-16091)
2.3† Asset Purchase Agreement, dated as of March 25, 2013, by and between PolyOne Corporation and Mexichem
Specialty Resins Inc.
https://www.avient.com/sites/default/files/2024-10/Avient CDP Climate Change %26 Water Submission 20241001.pdf
Climate change
(3.1.1) Environmental risks identified
Select from:
☑ Yes, both in direct operations and upstream/downstream value chain
Water
(3.1.1) Environmental risks identified
Select from:
☑ Yes, both in direct operations and upstream/downstream value chain
Plastics
(3.1.1) Environmental risks identified
Select from:
☑ No
(3.1.2) Primary reason why your organization does not consider itself to have environmental risks in your direct operations
and/or upstream/downstream value chain
Select from:
☑ Environmental risks exist, but none with the potential to have a substantive effect on our organization
24
(3.1.3) Please explain
Avient does not actively track the environmental risks associated with plastics as the impacts have been judged to be minimal.
4.1.6) Attach the policy (optional)
65
3b - Corporate Governance Guidelines.Draft Feb. 2024.v1.2.Revised.4-16-24.Final_.pdf
[Fixed row]
(4.1.1) Is there board-level oversight of environmental issues within your organization?
Row 24
(7.26.1) Requesting member
Select from:
(7.26.2) Scope of emissions
Select from:
☑ Scope 2: location-based
(7.26.4) Allocation level
Select from:
☑ Company wide
(7.26.6) Allocation method
Select from:
☑ Allocation based on the volume of products purchased
(7.26.7) Unit for market value or quantity of goods/services supplied
Select from:
☑ Metric tons
(7.26.8) Market value or quantity of goods/services supplied to the requesting member
56
(7.26.9) Emissions in metric tonnes of CO2e
232
23.31
(7.26.10) Uncertainty (±%)
10
(7.26.11) Major sources of emissions
NA
(7.26.12) Allocation verified by a third party?
https://www.avient.com/sites/default/files/2022-03/Avient 2021 Annual Report.pdf
Gazientep, Turkey
24.
We believe that the following discussion addresses our most
critical accounting policies, which are those that are the most important to the portrayal of our financial condition and
results of operations and require our most difficult, subjective and complex judgments.
24 AVIENT CORPORATION
Environmental Liabilities
• Based upon our estimates, we had an
undiscounted accrual of $124.5 million at
December 31, 2021 for probable future environmental
expenditures.
LLC, as joint-lead arrangers and joint-book managers,
Jefferies Finance LLC, KeyBanc Capital Markets Inc. and SunTrust Robinson Humphrey, Inc., as co-managers, and
several other commercial lending institutions that are parties thereto (incorporated by reference to Exhibit 10.6 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, SEC File No. 1-16091)
10.4 Amendment Agreement No. 1 to the Credit Agreement, dated as of June 15, 2016, among the Company, certain
subsidiaries of the Company, Citibank, N.A., as administrative agent, and the additional lender party thereto
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30. 2016, SEC File No. 16091)
10.5 Amendment Agreement No. 2, dated August 3, 2016, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 5, 2016, SEC File No.
10.6 Amendment Agreement No. 3, dated January 24, 2017, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017,
SEC File No. 1-16091)
10.7 Amendment Agreement No. 4, dated August 15, 2017, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2017, SEC File No. 1-16091)
70 AVIENT CORPORATION
10.8 Amendment Agreement No. 5, dated April 11, 2018, by and among PolyOne Corporation, the subsidiaries of PolyOne
Corporation party thereto, Citibank, N.A., as administrative agent, and the lenders party thereto (incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, SEC
File No. 1-16091)
10.9 Amendment Agreement No. 6, dated November 9, 2018, by and among PolyOne Corporation, the subsidiaries of
PolyOne Corporation party thereto, Citibank, N.A, as administrative agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No.
10.10+ Amended and Restated Avient Corporation 2010 Equity and Performance Incentive Plan (incorporated by reference to
Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on April 3, 2015, SEC File No.
10.11+ First Amendment to the Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1,
2014), dated as of March 16, 2016; Amendment No. 2 to the Avient Supplemental Retirement Benefit Plan (As
Amended and Restated Effective January 1, 2014), dated as of December 19, 2018; and Amendment No. 3 to the
Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014), dated as of April
18, 2019 (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-8, filed on May
6, 2019, SEC File No. 333-231236)
10.12+ Avient 2017 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the Company's
definitive proxy statement on Schedule 14A filed on March 31, 2017, SEC File No. 1-16091)
10.13+ Avient Corporation Deferred Compensation Plan for Non-Employee Directors (As Amended and Restated Effective
July 15, 2021) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the
quarter ended September 30, 2021, SEC File No. 1-16091)
10.14+ Form of Management Continuity Agreement for Executive Officers prior to 2011 (incorporated by reference to
Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, SEC File
10.15+ Form of Management Continuity Agreement for Executive Officers after 2011 (incorporated by reference to Exhibit
10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, SEC File No.
10.16+** Schedule of Executive Officers with Management Continuity Agreements
10.17+ Avient Supplemental Retirement Benefit Plan (As Amended and Restated Effective January 1, 2014) (incorporated by
reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2013, SEC file No. 1-16091)
10.18 Assumption of Liabilities and Indemnification Agreement, dated March 1, 1993, amended and restated by Amended
and Restated Assumption of Liabilities and Indemnification Agreement, dated April 27, 1993 (incorporated by
reference to Exhibit 10.14 to The Geon Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, SEC File No. 1-11804)
10.19+ Executive Severance Plan, as amended and restated effective May 15, 2014 (incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, SEC File
10.20+ Form of 2012 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as
amended (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2012, SEC File No. 1-16091)
10.21+ Form of 2013 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as
amended (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2013, SEC File No. 1-16091)
10.22+ Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on July 5, 2006, SEC File No. 1-16091)
10.23+ Form of 2014 Award Agreement under the Avient Corporation 2010 Equity and Performance Incentive Plan, as
amended (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2014, SEC File No. 1-16091)
10.24+ Avient Corporation 2020 Equity and Incentive Compensation Plan (incorporated by reference to Appendix B to the
Company’s definitive proxy statement on Schedule 14A filed on March 30, 2020, SEC File No. 1-16091).
10.25+ Form of 2021 Award Agreement under the Avient Corporation 2020 Equity and Incentive Compensation Plan
(incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended
2020, SEC File No. 1-16091)
10.26+** Form of 2022 Award Agreement under the Avient Corporation 2020 Equity and Incentive Compensation Plan
71 AVIENT CORPORATION
Exhibit No.
https://www.avient.com/sites/default/files/resources/PolyOne%25202015%2520Annual%2520Report.pdf
Tianjin, China
24.
The acquisition of Spartech
increased sales 5.2%, while improved mix within our Color, Additives and Inks and Specialty
24 POLYONE CORPORATION
Engineered Materials segments increased sales 3.7%.
incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed March 3, 2011, SEC File No. 1-16091)
2.2† Agreement and Plan of Merger, dated as of September 30, 2011, among PolyOne Corporation, 2011
ColorNewton Inc., ColorMatrix Group, Inc., and Audax ColorMatrix Holdings, LLC (Incorporated by reference
to Exhibit 2.1 to PolyOne Corporation’s current report on Form 8-K filed on October 5, 2011, SEC File
2.3† Agreement and Plan of Merger, dated October 23, 2012, by and among PolyOne Corporation, 2012
RedHawk, Inc., 2012 RedHawk, LLC and Spartech Corporation (Incorporated by reference to Exhibit 2.1 to
PolyOne Corporation’s current report on Form 8-K filed on October 24, 2012, SEC File No. 1-16091)
2.4† Asset Purchase Agreement, dated as of March 25, 2013, by and between PolyOne Corporation and
Mexichem Specialty Resins Inc.