Adopted by the Board on February 19, 2003
This Code of Ethics for Chief Executive and Senior Financial Officers (the "Code") has been adopted by the Board of Directors of Monsanto Company ("Monsanto") and summarizes the standards that the Chief Executive Officer and the senior leadership of the Finance Department must follow in addition to Monsanto's Code of Conduct.
As a public company, it is of critical importance that Monsanto's filings with the Securities and Exchange Commission be accurate and timely. The Chief Executive Officer and the senior leadership of the Finance Department bear a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of Monsanto. Monsanto desires that its Chief Executive Officer and its senior financial officers discharge those responsibilities faithfully and completely.
Because of this special role, the Chief Executive Officer and the senior leadership of Monsanto's Finance Department are bound by this Code, and each agrees that he or she will use his or her best efforts to:
- Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships and disclosing any such conflicts of interest to the General Counsel or Director of Business Conduct.
- Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that Monsanto files with, or submits to, the Securities and Exchange Commission and in other public communications made by Monsanto.
- Comply with applicable laws, rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies in all material respects.
- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.
- Respect the confidentiality of information acquired in the course of one's work except when authorized or otherwise legally obligated to disclose. Confidential information required in the course of one's work will not be used for personal advantage.
- Share knowledge and maintain skills important and relevant to stakeholders' needs.
- Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.
- Achieve responsible use of and control over all assets and resources employed or entrusted.
- Promptly report to the General Counsel or Director of Business Conduct any conduct that the individual believes to be a violation of law or business ethics or of any provision of this Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.
Any waiver of this Code may be made only by independent members of the Board of Directors and will be promptly disclosed as required pursuant to federal securities laws.
If you are faced with a difficult ethical decision or whenever you have doubts as to the right course of action in a particular situation, you should talk to the General Counsel or Director of Business Conduct. Violations of this Code, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment. If you believe that a violation of this Code has occurred, please contact the General Counsel or Director of Business Conduct. Reports may be made by phone or in person, or submitted in writing via email or intercompany mail.
Monsanto will keep confidential the identity of employees against whom allegations of violations are brought unless or until it has been determined that a violation has occurred. Similarly, Monsanto will strive to keep confidential the identity of anyone reporting a possible violation. Reporting employees are encouraged to be as specific as possible and to identify themselves in order to facilitate investigation of potential violations. Reporting of such violations may be done anonymously, but anonymous tips will be investigated only if enough facts are available to justify proceeding and to allow Monsanto to investigate.
To facilitate the fullest compliance possible, and encourage employees to report violations and ask questions when presented with potential violations, Monsanto will not tolerate retaliation against any employee asking any questions or making a good faith report in an attempt to comply with this Code. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of this Code. All employees are required to cooperate in internal investigations of misconduct and unethical behavior.