Securities Trading and Insider Information Principle
In the course of their employment with 3M, employees may become aware of information about 3M or other companies that has not been made public. The use or disclosure of such non-public or “inside” information about 3M, or another company, for an employee’s financial or other benefit not only violates 3M policy, but may also be a violation of the laws of many countries where 3M does business. Such laws make it unlawful for any person who has “material” non-public information about a company to trade the stock or other securities of that company or to disclose such information to others who may trade. Violations of such laws may result in civil and criminal penalties.
Insider trading is illegal and is prohibited. Employees and others acting on 3M’s behalf must (1) comply with all of the securities and insider trading laws, and (2) not disclose material, non-public information, or, while knowing material, non-public information about 3M or another company, purchase or sell securities (e.g., stock, options, puts, calls or any other derivatives) of 3M or the other company. In addition, senior 3M executives must strictly comply with Securities and Exchange Commission rules restricting their ability to trade in 3M securities.
This Principle helps ensure that 3M complies with all securities and insider trading laws globally. Failure to comply with these laws could lead to criminal and civil penalties for 3M and for employees personally, significant business disruptions, and harm to 3M’s reputation.
This Principle applies globally to all employees and to those acting on behalf of 3M.
Material, non-public information is information which is not available to the general public and which could influence an investor to buy, sell, or hold securities. Examples include unannounced:
Company or business unit financial results
Earnings per share
Mergers, acquisitions, divestitures, or joint ventures
Major litigation or government investigation
Major management changes
Significant new product development or advances in research
Information is non-public until it has been disclosed to the investing public through established news services, such as Dow Jones News Services, and sufficient time has passed to allow the information to be disseminated through the trading markets, typically the third full trading day after the release of the information.
Do not buy or sell stock or other securities of any company while you are in possession of material, non-public information concerning that company.
Do not disclose material, non-public information about a company to any other person, including family members, friends or colleagues, where the information may be used by the other person to profit by trading in the company’s securities, even if you will not financially benefit from it.
Do not recommend or suggest that anyone else buy, sell or retain the stock or other securities of any company while you have material, non-public information about the company.
Do not provide access to material, non-public information when it does not meet the strict need-to-know requirement.
It may not be clear whether certain information is “material,” so always seek the advice of your business unit’s assigned legal counsel or play it safe—don’t share information with anyone if you think it might be material and don’t buy or sell stock if you know something you think might be material, non-public information.
Failure to comply with securities and insider trading laws could lead to criminal and civil penalties for 3M and for employees personally, including jail sentences, significant business disruptions, and harm to 3M’s reputation. Violations of 3M’s Code of Conduct will result in discipline, up to and including termination from employment.