THE ILMA CODE OF ETHICS

Adopted April 12, 1984, Amended April 30, 1994, April 2, 2005 and December 4, 2013.

The Independent Lubricant Manufacturers Association ("ILMA" or "Association") adopts the following Code of Ethics to promote the highest ethical and moral standards of professional conduct in the lubricants industry. Each ILMA member agrees to abide by this Code of Ethics and will provide to the Association an annual affirmation in a form prescribed by ILMA. The Association intends that this Code of Ethics be interpreted and enforced reasonably, fairly, and objectively.

I. PRINCIPLES OF ETHICS

These Principles of Ethics are aspirational goals of professional conduct for all Association members. All members of the Independent Lubricant Manufacturers Association pledge to:

A. adhere to a standard of excellence in manufacturing, blending, producing, packaging, promoting, and marketing;
B. maintain and service all accounts efficiently and professionally; 
C. monitor technological developments to assure availability of the highest quality product and the imposition of the most stringent standards within the lubricants industry;
D. provide opportunities for professional advancement of employees by assisting them to acquire additional knowledge and increased technical competence;
E. impose strict quality controls throughout the lubricant manufacturing and marketing process;
F. represent and market all products and services fairly and accurately;
G. protect and enhance the environment and the health and safety of their employees, their customers' employees, and consumers through the safe and responsible use and disposal of potentially hazardous substances; and
H. always be guided by a spirit of justice, honor, and fairness within their communities and in all dealings with other members of the lubricants industry and with associated industries.

II. RULES OF ETHICS

These Rules of Ethics provide mandatory and specific standards of minimally acceptable professional conduct for all members of the Association. These Rules of Ethics are enforceable by the Association under the procedures provided in Section III of this Code.

Members of the Independent Lubricant Manufacturers Association shall:

A. manufacture, compound, blend, produce and supply products and services in compliance with applicable industry standards, test specifications and operating procedures as prescribed by the American Society for Testing Materials, the Society of Automotive Engineers, the American Petroleum Institute, American Chemistry Council, other standard-setting organizations recognized generally in the industry and/or local, state, or federal contracting authorities;
B. maintain quality control and testing procedures for products and services to ensure that required standards and specifications have been met and are accurately reflected; 
C. assure that all product and promotional information, including statements designed or which can be interpreted to describe the properties or performance of the product, are accurate and are not misleading;
D. fill all containers of lubricant products to the labeled volume or weight and comply with the provisions of Handbook 44 of the National Conference on Weights and Measures (NIST Handbook 44);
E. comply with all laws and regulations relating to the manufacture and distribution of lubricants, including applicable antitrust, occupational safety and health and environmental laws and regulations and the applicable provisions of Handbook 130 of the National Conference on Weights and Measures (NIST Handbook 130).

III. ADMINISTRATIVE PROCEDURES

The following procedures will apply to all matters involving the Code of Ethics of the Independent Lubricant Manufacturers Association. These procedures will be applied reasonably, fairly, and objectively and are intended to encourage voluntary corrective action.

A. Ethics Committee
1. Establishment — The President, with the approval of the Board of Directors of ILMA, shall appoint an Ethics Committee to be comprised of at least five members. A majority of the Committee shall be Manufacturer member representatives of ILMA. No more than two members of the Committee shall be present members of the Board of Directors. One Board of Director Committee member shall be appointed as Chairman by the President, with the approval of the Board of Directors of ILMA. The Chairman shall preside at all meetings of the Committee and report on all activities of the Committee to the Board. Representation on the Committee shall be balanced to the extent possible in terms of geographic location of, and the size and nature of the products and services provided by the companies represented. Members of the Ethics Committee shall serve three-year, staggered terms. Vacancies in the Committee shall be filled by the President, with the approval of the Board of Directors.

2. Duties — The Ethics Committee shall: 

a. a. amend the Code of Ethics of the Association as the Committee deems appropriate subject to the approval of the Board of Directors;
b. b. issue recommended advisory opinions; and
c. investigate each inquiry concerning the Principles of Ethics or a potential violation of the Rules of Ethics and recommend appropriate action to the Board. The procedures to be followed by the Committee in conducting such investigations are contained in paragraph B below.

3. Meetings of the Committee — Meetings of the Ethics Committee may be called by the Chairman upon ten (10) days written (including by electronic means) notice to Committee members, which notice shall include a copy of the agenda for the meeting. Notice may be waived by unanimous written consent of all Committee members. A quorum consists of a majority of all the appointed Committee members. Voting is by a majority of those present at a meeting. 

4. Indemnification — ILMA shall indemnify all Committee members against liability arising from all reasonable Committee-related activities.

5. Conflict of Interest — Committee members have a duty to conduct themselves without conflicts of interest. No Committee member may participate in consideration of, or the decision in, any matter before the Committee which presents or may present a conflict between the member's obligations as a Committee member and the member's personal, business or other interests. All actual and potential conflicts of interest shall be disclosed by Committee members.

6. Confidentiality — To the extent necessary or required, the Ethics Committee's meetings and deliberations shall be conducted and records shall be maintained on a confidential basis. The Committee shall consult with ILMA counsel to ensure that the appropriate procedural and other safeguards are put in place to protect confidentiality.

B. Inquiries and Challenges
1. Preliminary review — The Chairman of the Ethics Committee shall review each submission to the Committee and may seek the advice of some or all of the Committee members to determine if it is an inquiry requiring an advisory opinion as to the applicability of the Code of Ethics to a particular course of conduct or a challenge alleging that a member of ILMA has failed to observe the Rules of Ethics. All submissions must be in writing, signed by the submitter(s). Any member of ILMA may submit a matter to the Committee. In addition, the Board of Directors or Executive Committee of ILMA may refer a matter to the Committee.

2. Investigation — The Ethics Committee shall conduct an investigation of each submission to the extent necessary in order to clarify, expand, corroborate, or refute the information and/or data provided by the submitter. As part of its investigation, the Committee may include laboratory analyses of lubricant or product samples. If necessary, the Committee can enter into a confidentiality agreement for requested information and/or data, subject to review and approval by ILMA counsel.

3. Negotiated Resolution by the Committee — Following the investigation by the Ethics Committee, the Committee may resolve the challenge through a negotiated resolution with the affected member(s) agreeing in writing to take and, if necessary, validate the requested corrective action(s). If the affected member(s) fails to take the agreed-upon corrective action(s), then the Ethics Committee can proceed with the hearing at set forth herein. Any negotiated resolution by the Ethics Committee shall be submitted to the Board of Directors for ratification.

4. Proceedings on inquiries: 

a. Hearing — As part of its investigation, the Committee may conduct and administrative hearing in order to solicit the views of the parties who may be affected by and advisory opinion concerning the Code of Ethics. The Chairman of the Committee shall serve as the administrative hearing officer. Thirty (30) days prior written notice shall be provided to all interested parties. A transcript or recording of the hearing shall be made and included in the official record of the proceeding.

b. Recommendation — Upon completion of the investigation concerning the inquiry, the Committee shall recommend whether the board should issue an advisory opinion concerning the Code of Ethics. If the Committee so recommends, a proposed advisory opinion shall be submitted to the Board along with a summary of the Committee's investigation. If the Committee recommends against issuance of an advisory opinion, the inquiry is dismissed upon notice to the submitter and submission of a summary report to the Board.

c. Board issuance of advisory opinion — The Board shall issue an advisory opinion by majority vote adopting or modifying the recommendation of the Committee. The Board shall have access to the full Committee record. If the board votes against issuance of an advisory opinion, the Ethics Committee shall so notify the submitter.

5. Proceedings on challenges: 

a. Hearing — An adjudicatory hearing on an alleged violation of the Rules of Ethics shall be held if the Committee or the member(s) subject to the challenge so requests. If a hearing is held, thirty (30) days written notice to the affected member(s) is required. At least three (3) Ethics Committee members must be present at the hearing. A hearing officer shall be elected by majority vote of those Committee members present and shall preside at the hearing. The Chairman of the Committee may not serve as the Hearing Officer. The Chairman of the Committee shall present to the Committee the results of the investigation up to the time of the hearing. The member(s) subject to the challenge may refute the results of the investigation and may offer any exculpatory information. The Hearing Officer shall determine the relevancy and materiality of all evidence offered. Conformity to the legal rules of evidence is not required. Both the Committee Chairman and the challenged member(s) may offer witnesses who shall be subject to cross-examination. A transcript of the hearing shall be made and included in the record. The hearing shall be closed to all except the Committee, member(s) subject to challenge, witnesses, counsel, staff, the person or persons whose submissions to the Committee gave rise to the allegations at issue, and an official reporter.
b. Recommendation — Upon completion of the investigation, the Ethics Committee shall make a determination as to whether the member(s) subject to the challenge has (have) failed to observe the Rules of Ethics. If the committee finds that a violation the Rules of Ethics has not occurred, such finding is final with no review by the Board. The challenge will be dismissed with notice to the member(s) subject to the challenge and the person or persons submitting the challenge. A report of such finding shall be made to the Board. If, however, the Committee finds that the member(s) subject to the challenge has (have) failed to observe the Rules of Ethics, the Committee shall recommend an appropriate sanction to the Board. Depending upon the nature and extent of the non-observance, such sanctions may include: 

1. 1. a request for voluntary corrective action with a written assurance that the non observance has been terminated and will not recur;
2. a reprimand;
3. a suspension of the member(s) from ILMA for a designated period. Suspension, which includes the removal of all rights, privileges, and benefits of membership, may or may not be accompanied by publication of notice of such suspension; or
4. termination of membership in ILMA.

c. Board action — The Board shall review any finding of "non-observance," or failure to observe the Rules of Ethics, and shall (1) affirm or reverse such finding, and (2) approve or lessen the recommended sanctions. The decision of the Board shall be by a majority vote of all Board members.

d. Standard of Review — In performing its review, the Board shall have access to the entire record of the Committee's investigations, including the record of any adjudicatory hearing, a written transcript of all testimony, and the exhibits. The Board shall give deference to the Committee's findings of fact and may not substitute its judgment for that of the Committee. If the Board determines that the Committee's conclusions were clearly in error, it may (1) reverse the finding or (2) lessen the sanctions. The board may not impose any sanction more severe than the sanction recommended by the Committee.

e. Appeal — Within thirty (30) days of receipt of notice of a determination by the Board, a member subject to a challenge and imposition of a sanction may submit to the Board a written appeal for review. To hear the appeal, the Board shall establish a three-member Appeals Committee of Manufacturer member representatives of ILMA. No member of the Appeals Committee shall be a board member or a member of the Ethics Committee. The scope of review shall be limited solely to the record developed by the Ethics Committee and the Appeals Committee shall consider only whether the Ethics Committee and the Board reached a reasonable conclusion based on the facts and operative Rule(s) of Ethics. The Appeals Committee shall complete its review within sixty (60) days of receipt by it of a written request for review. The Appeals Committee may reverse or modify the decision of the Board including lessening of the sanctions imposed. A decision of the Appeals Committee shall be reported to the Board and is final. If no appeal from the Board decision is submitted with the 30-day period, the decision of the Board is final.