Code of Ethics

Seaboard Code of Ethics

Date: 1/1/11

The successful operation and reputation of Seaboard Corporation and its subsidiaries and affiliates (collectively, the “Company”) depend upon the professional work performance and the ethical conduct of its directors, officers and employees. The Company’s reputation for integrity and excellence requires careful compliance with the spirit and letter of all laws and regulations, as well as a commitment to the highest standards of personal and professional conduct.

This organization was built by people with sound character and a long history of good commercial practices. There is an attitude of trust and respect between the Company and its customers, employees, business partners, suppliers, and shareholders. That trust and the Company’s reputation must be preserved and protected. Directors, officers and employees have a duty to support the goals and objectives of the Company, and to act in a way that will always merit the continued confidence of those who have placed a reliance on the Company.

Accordingly, the Company adopts the following Code of Ethics:

I. Honest and Ethical Conduct

Directors, officers and employees shall exhibit and promote the highest standards of honest and ethical conduct by:

Encouraging and rewarding professional integrity thereby eliminating coercion, fear of reprisal, or alienation from the Company itself, which can act as barriers and inhibit responsible and ethical behavior.
Avoiding, prohibiting and eliminating any conflict of interest or appearance of a conflict of interest between the Company and what could result in personal gain for a director, officer or employee of the Company, as defined in the attached Conflict of Interest policy.
Following a process for employees of the Company to inform senior management of practices which deviate from honest and ethical behavior.
Demonstrating their personal support for such policies and procedures, which will be encouraged by periodic communication from senior management reinforcing these ethical standards throughout the Company.
Acting in the best interests of the Company in order to preserve the Company’s reputation as a professional company operating with integrity and good character.

II. Financial Records and Periodic Reports

Directors, officers and employees shall, to the extent applicable within the scope of their job functions, ensure that:

Business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Company financial policy.
The retention or proper disposal of Company records shall be in accordance with established Company policies and applicable legal and regulatory requirements.
Reports and documents the Company files with, or submits to, the Securities and Exchange Commission, or other mandated public communications and disclosures, contain full, fair, accurate, timely and understandable information.

III. Anti-Competitive Conduct

Directors, officers and employees shall not enter into any agreement, understanding or arrangement with any competitor about prices, territory restrictions, refusals to sell, allocation of business, or collaborative bidding, or engage in any other type of anti competitive practice in violation of applicable laws or regulations.

IV. Compliance with Applicable Laws, Rules and Regulations

Directors, officers and employees shall comply with all federal, state and local statutes, regulations and administrative procedures (where applicable) in the course of all conduct on behalf of the Company, including the United States Foreign Corrupt Practices Act (FCPA) of 1977, which provides in part:

The FCPA, in summary, states that no director, officer, employee or third party agent acting on behalf of the company shall make, authorize, offer or give anything of value, directly or indirectly, to any foreign official, political party, political candidate or employee of any foreign government department, agency or instrumentality thereof, or to any person acting in an official capacity for or on behalf of the foregoing, for the purpose of influencing any act or decision in any such person’s official capacity, or inducing any such person to use their influence with any foreign government or any department, agency, or instrumentality thereof to assist acquiring or retaining business.

As an exception to the above, it is acceptable to make a facilitating or expediting payment to a foreign official, political party, or party official; the purpose of which is to expedite or secure the performance of a routine governmental action by a foreign official, political party or party official. For example, obtaining permits, licenses or other official documents, expediting lawful customs clearances, obtaining the issuance of entry or exit visas, providing police protection, mail pick-up and delivery, providing phone service, and performing actions that are wholly unconnected to the award of new business or the continuation of prior business, could all be “routine governmental action.” Routine governmental action does not mean a decision by a foreign official to award new business or to continue business with a particular party (e.g., to obtain a discretionary license or be granted a concession). As a matter of company policy, facilitating payments should be made with management approval or immediate notification if prior approval is not possible. The company should maintain the ability to timely show all facilitating payments made during a given time period and their proper accounting classification.

The laws governing participation by companies in the political process of other countries vary widely. In certain countries, contributions to the political process (including contributions to political parties) are lawful and expected as a matter of good corporate citizenship. In foreign jurisdictions where corporate political contributions are lawful, contributions by the Company or by respective affiliates may be appropriate if prudent in amount and consistent with good judgment.

Third party agents acting on behalf of the company with any foreign official, political party, political candidate or employee thereof should be made aware of the restrictions and obligations contained in this Section as their improper actions can be deemed violations by the company. If questions arise around provisions of the FCPA please contact the Seaboard Corporation General Counsel for clarification and explanation.

V. Related Policies

In addition to the general policies above, the Company adopts the following additional conduct-related policies as part of the Code of Ethics:

Conflict of Interest and Confidentiality
Trading Seaboard Securities

These policies are attached. As a condition of employment, each employee of the Company must be familiar with these policies and agree to abide by their provisions. Violations of the content or spirit of this Code of Ethics and its related provisions are unacceptable and may lead to disciplinary action up to and including termination of employment or separation of ongoing business relationship with the Company.

VI. Reporting Violations

If anyone has knowledge of or is suspicious of any breach of any section of this Code or is concerned whether circumstances could lead to a violation of this Code, such person should report the matter to one or more of the following: the person’s immediate supervisor, the Company’s Director of Human Resources or the Company’s General Counsel. Alternatively, the matter may be reported by calling the Company’s dedicated toll free number, 866-676-8886, which will be answered by the Company’s Director of Human Resources. The Company will not allow any retaliation against an employee who acts in good faith in reporting any such violation or suspected violation.

This Code of Ethics covers a wide range of business practices. It does not address every issue that may arise, but provides general guidance about the Company’s expectations of proper conduct and basic ethical and legal responsibilities. All subsidiaries of Seaboard Corporation shall adopt this Code of Ethics or a similar policy containing only such changes as are approved by Seaboard Corporation’s Director of Human Resources. Any questions as to the meaning of any provisions of this Code of Ethics policy, or whether intended conduct is a violation of this policy, should be addressed to the Company’s Director of Human Resources or the Company’s General Counsel.

Top