Intellectual Property

Letter from the President

 

          Dear Colleagues:

The University of Connecticut is committed to
assuring the highest standard of integrity in all
aspects of University life and in all University
and University-sponsored activities. While this
goal is simply stated, its attainment requires
concerted effort on the part of all members of
the University community, particularly faculty,
administrators and staff. Federal, state and local
regulations which govern our activities are increasingly complex, and as the
University’s activities expand in size, scope and prominence, it is important
that all of us understand relevant policies and know what is required in
terms of compliance and reporting.

 

The University of Connecticut Board of Trustees is the body that is
ultimately responsible for ensuring full compliance. At the Board’s
direction, the University has established a Compliance Program to help in
our efforts to adhere to all federal, state and local regulatory requirements.
A key ingredient of an effective Compliance Program is the establishment of
a Code of Conduct. This Code of Conduct was developed with input from
faculty, administrators and staff.

 

This Code serves to guide the conduct of University activities in support of
the University’s mission and is designed to serve three key purposes:

 

1. To set the basic standards of workplace behavior that the University
expects of all faculty, administrators and staff.
2. To state publicly the University’s long-term commitment to the
highest standards of integrity in education, research, health care,
public engagement and service.
3. To assure that faculty, administrators and staff understand their
shared responsibility for keeping the University in full compliance
with all applicable laws, regulations and policies.

Please read the Code carefully, and take all steps necessary to apply its
standards. The University’s Office of Audit, Compliance and Ethics is
responsible for monitoring compliance and serving as a resource for
questions and guidance on the Code, and on the University policies and
procedures that spell out compliance requirements in greater detail.

 

A key element in assuring University-wide compliance is a system for
reporting potential violations. In an institution this large and active, there
may be areas of confusion; regrettably, there may also be instances in which
individual behavior does not meet appropriate ethical expectations. Any
University employee who observes a possible violation of law, regulation,
policy or approved procedure has an obligation to report it. While a key
element is reporting inappropriate activity, I want to emphasize that the
most important element of any compliance or ethics program is working
cooperatively to assure a positive climate of openness and integrity. Great
universities function as true communities in which faculty, administrators,
staff and students collaborate to achieve common goals. That holds true
for instruction, research, public engagement, service and, at the most
fundamental level, ethical compliance.

 

I want to thank you for understanding and adhering to these standards, and
for your commitment to the highest level of ethical conduct in fulfillment
of our institutional responsibilities.

 

Sincerely,

 

Susan Herbst

The University of Connecticut Ethics Statement

The standards contained in this Code of Conduct reflect the University of Connecticut’s core values as they have been articulated over time by generations of faculty, staff, administrators, students and the State of Connecticut. These values are essential and enduring tenets of our organization. A statement of these values, while reiterating concepts already well understood, is helpful in outlining the context in which our Code will operate. Please be advised that violation of the standards in this Code of Conduct may result in appropriate disciplinary measures up to and including dismissal.

 

Knowledge:

Members of the University community value truth, the pursuit of truth, intellectual curiosity and academic freedom. Our faculty and students seek to create new knowledge and are committed to sharing ideas, research findings and the products of intellectual and creative pursuits with the broader community.

 

Honesty:

Members of the University community are truthful and sincere in their words and actions and do not intentionally mislead others or provide inaccurate information.

 

Integrity:

Institutional and individual behaviors at the University reflect fundamental moral and ethical values. Our actions are beyond reproach and avoid both the fact and the appearance of impropriety.

 

Respect:

The University honors and respects individuality and demonstrates tolerance for the personal beliefs and cultural differences of all individuals. As members of an academic community, we seek to foster a spirit of civility and collegiality through open and honest communication. We strive to protect the health, safety and wellbeing of all persons. We protect the private and confidential information that is provided by our patients and research participants, faculty, administrators, staff, students, volunteers and others. We value an environment that is free from harassment, intimidation, bullying, incivility, disrespect and violence.

 

Professionalism:

The University and its members expect that the professional standards and requirements that are applicable to the academic, research, clinical, engagement, administrative and other professions comprising our community will be followed. We are responsible and accountable for our actions and are expected to make reasonable efforts to comply with all applicable federal, state and local government laws and regulations. As individuals and as an institution, we also strive to follow ethical business practices and to act as good stewards of the resources made available to us.

 

Introduction to the University of Connecticut Code of Conduct

 

In all its endeavors, the University of Connecticut is dedicated to excellence that is demonstrated through national and international recognition. As Connecticut’s public research, land-grant and sea-grant university, through freedom of academic inquiry and expression, we create and disseminate knowledge by means of scholarly and creative achievements, graduate and professional education, and public engagement and service. Through our focus on teaching and learning, the University helps every student grow intellectually and become a contributing member of the state, national and world communities. Through teaching, research, engagement and service, we embrace diversity and cultivate leadership, integrity and engage citizenship in our students, faculty, staff and alumni. As our state’s flagship public land and sea grant institution, we promote the health and well being of Connecticut’s citizens through enhancing the social, economic, cultural and natural environments of the state and beyond.

 

If you are faced with an ethical issue, you should consult this Code of Conduct as well as current University policies and procedures. You are responsible and accountable for addressing your ethical dilemmas. Consultation with your supervisor, manager, other appropriate colleagues, or the Office of Audit, Compliance and Ethics are avenues available to employees.

 

The Code of Conduct includes “Questions to Ask Yourself" after each set of Standards. These questions are intended to be thought provoking and assist employees by providing examples of matters that each of us may face during our employment with the University. For guidance regarding individual situations that relate to any of these or other questions, please feel free to contact the Office of Audit, Compliance and Ethics.

 

Campus-Wide Standards

 

The University of Connecticut values all members of its community and recognizes that each person contributes to the overall success of the institution. The University further recognizes that it is through the efforts of its faculty, administrators and staff that it achieves national and international prominence and delivers a world class education to its students. The culture of the University is one of respect, civility, trust, cooperation and collaboration among all its members. We believe all members of the University community are entitled to an environment that ensures collegiality and mutual respect.

 

Conduct of Faculty, Administrators and Staff

 

• Members of the University community shall perform their duties in a fair and ethical manner in accordance with established policies, procedures and regulations.
• Members of the University community shall carry out their duties with professionalism. The University supports the efforts of its faculty, administrators and staff to achieve and maintain professional standards.
• The University provides equal opportunity and access to its employment, programs, benefits and services.
• Supervisors have a particular responsibility to support the Code of Conduct and to demonstrate compliance within their units.
• Relationships of an inappropriate personal nature between supervisors and those they supervise are prohibited.

Civility

• The University values an environment that promotes a spirit of civility and collegiality, while fostering open and constructive intellectual debate.
• All members of the University community have a responsibility to treat each other with consideration and respect. Managers and supervisors have an elevated responsibility to demonstrate these behaviors and support their expression in the workplace.

• Engaging in behaviors that harass, intimidate, bully, threaten or harm another member of the University community does not support a respectful and civil work environment. 

Non-Discrimination

• The University encourages and respects diversity within the university community and does not allow discrimination on the basis of age, race, national origin, religion, disability, sex, sexual orientation or any other characteristic protected by law in any activity or operation of the institution.

Harassment

• The University affirms its dedication to foster a community that condemns all forms of discrimination or acts of intolerance including sexual harassment, intimidation and retaliation.

Confidentiality

• Confidentiality of faculty, staff, patient and student records is respected and maintained in accordance with University policies and procedures, federal laws and state regulations. We use such records for legitimate purposes only and in accordance with proper authorization.

Computer/Telecommunications Use

• The University’s computer and telecommunication networks are University resources that are provided to employees, students and volunteers to allow them to carry out the functions of the institution. Those who use the computer and telecommunication networks are responsible for the appropriate use of these resources. We understand, support and abide by the policies concerning the ethical and responsible use of computers and electronic information at the University of Connecticut. 

Regulatory Compliance

• The University of Connecticut Office of Audit, Compliance and Ethics strives to ensure that we meet the highest possible standards where relevant federal, state and local regulations, laws and guidelines are concerned. This office supports ethical conduct by all faculty, administrators and staff and requires ongoing monitoring of policies, procedures and practices. Education is a key component of this program.

Health and Safety

• We are responsible for complying with all workplace safety and health regulations and will report unsafe conditions, equipment or practices to appropriate University officials, as required by law.

Conflict of Interest

• We, as employees of the State of Connecticut, adhere to the guidelines set forth in the Connecticut Code of Ethics for Public Officials, as well as the University’s Guide to the State Code of Ethics.
• We will not engage in outside activities which will create an actual conflict of interest and will strive to avoid the appearance of a conflict. If faced with a potential conflict of interest, members of the University community shall disclose the nature of the conflict to the appropriate parties.
• We do not accept gifts, including food and beverage, from vendors, lobbyists or any other person or entity that is doing business with or seeking to do business with the University unless permitted under the Connecticut Code of Ethics for Public Officials.
• We do not accept secondary employment that will impair our independence of judgment as to our official duties or which will require us to disclose confidential information.
• We will not use our state positions for personal financial gain beyond our official compensation, or for the financial benefit of our family members or domestic partners.
• We will not use state resources for personal use or for use unrelated to our University responsibilities.

Questions to Ask Yourself

• Have I treated others as they wish to be treated?
• Do I make discriminatory and harassing statements?
• Have I used my position to intimidate or isolate others?
• As a faculty member or staff member, should I accept a gift from a student?
• Do I frequently use my University telephone for personal phone calls?
• Do I use my contacts at the University to help my outside business?
• Do my outside professional activities create an appearance of a conflict of interest?
• Do I maintain appropriate professional relationships with students, colleagues, patients, clients and customers?
• Have I used my position to gain employment for a family member?
• Even if I have access to certain records, do I have the authority to view them and/or distribute them to others?
• Do I know what to do if I think that a University record has been accessed inappropriately by someone inside or outside the University?
• Do I take shortcuts that create a safety hazard?

Education Standards

The University of Connecticut recognizes education as one of its primary missions and strives to maintain a professional environment conducive to the development of its students. To that end, the University believes that the purposes of an educational institution are best served by attracting and developing scholars of proven professional and personal competence and integrity and by assuring those teachers and scholars freedom to expand human knowledge and understanding.

• We educate students from a wide range of backgrounds and respect differences in each individual’s heritage and goals.
• We respect the individual choices that students make for career paths.
• We respect each student as a valuable individual regardless of age, race, color, nationality, ethnicity, ancestry, marital status, gender, disability, religion, sexual orientation or personal beliefs.
• We acknowledge and support students' rights to question faculty members, the administration and staff in good faith.
• We comply with all applicable statutes and regulations.

 Student conduct is governed by the applicable codes of conduct and professional standards of conduct adopted by their schools. While this Code applies primarily to faculty, administrators and staff, its underlying principles are, however, common to codes and regulations governing students.

 

Athletics

The Division of Athletics operates a broad-based program of intercollegiate athletics and recreational and intramural opportunities that reflect the ethical philosophy of the University, the interest of the student body and the desires of the University’s internal and external constituencies.

• We offer student-athletes the opportunity to excel in academic achievement and athletic accomplishments.
• We foster among our students a sense of citizenship, leadership and social responsibility and encourage adherence to the highest standards of integrity and ethics. We promote principles of good sportsmanship, honesty and fiscal responsibility in compliance with University, state, National Collegiate Athletic Association (NCAA) and conference regulations. 10
• We promote and support the University’s comprehensive commitment to diversity and equity, providing equitable opportunity for all students and staff, including women and members of minority groups.

Questions to Ask Yourself

• Do I foster an environment that is conducive to learning?
• Am I providing each student an equal opportunity to learn?
• Do I react negatively when students challenge or critique my interpretation of source material?
• Do I protect the privacy of each student’s academic record and personal information?
• Are my grading practices fair and understood by all of my students?
• Do I regularly update my teaching materials?
• Am I a role model for my students regarding professional values?
• Do I acknowledge and support providing student athletes equitable and appropriate opportunities to excel in academic achievement?

Research Principles and Standards

The University of Connecticut is committed to the highest standards of professional conduct and integrity in research. These standards include honesty, trustworthiness, objectivity, accountability, openness, respect and fairness when dealing with other people, a sense of responsibility towards others and loyalty to the ethical principles espoused by our institution.

 

The University expects these standards to be maintained by all academic, research and relevant support staff, students and their supervisors and other individuals conducting research or involved in the peer review process within or on behalf of the University. Prompt reporting to the appropriate institutional administrative committees of violations of human subjects' protection, laboratory safety, or humane treatment of animals is expected.

 

We understand that academic freedom is essential to creating an atmosphere in which scholarship flourishes. Promotion of intellectual freedom is consistent with assuring a climate of integrity and the University has the right and the obligation to inquire into all instances of alleged or apparent misconduct in scholarly activities.

 

Scholarly Integrity

• We properly collect, record and maintain research data.
• We take responsibility for all publications and presentations of which we are author or co-author.
• We appropriately acknowledge, in publications and presentations, those who have contributed to our research.
• We grant access to our research data to co-investigators involved in generating the data.
• We grant reasonable access to our research equipment and resources to other University investigators involved in research.
• We, the University and its faculty, administrators and staff, do not interfere with the research conducted by students or faculty.
• We do not tolerate plagiarism, falsification, or fabrication of research data, or other scientific misconduct.

Human Research

• We abide by all federal and state laws and regulations, in addition to the University’s policies and procedures, when performing studies involving human subjects.
• We respect human research participants and are committed to their safety.
• We protect human subjects by securing institutional review and approval for any research.
• We adhere to approved protocols and obtain prospective institutional approval of any changes in those protocols.
• We engage all human subjects, or their appropriate representatives, before initiating a research protocol, in a meaningful informed consent process including explanations of possible risks and benefits.
• We allow potential or current participants to withdraw from a study at any time without prejudice.
• We notify human subjects in a timely fashion of any serious adverse events associated with a human subjects study.
• We conduct appropriate education and training before initiating a human subjects study.

Animal Research

• We abide by all federal and state laws and regulations, in addition to the University’s policies and procedures, regarding the care, transport, maintenance and use of animals.
• We are committed to the humane treatment of animals in research.
• We protect research animals by securing appropriate institutional review and approval for any research. �?We adhere to approved protocols and obtain prospective institutional approval of any changes in those protocols.
• We conduct appropriate education and training before initiating animal research.

Laboratory Safety

• We abide by all federal and state laws and regulations, in addition to the University’s policies and procedures, concerning laboratory safety.
• We seek prior approval of appropriate University committees when research involves hazardous chemical substances, bio-hazardous materials or radioactive materials.
• We properly document, store, handle, transport and dispose of radioactive, bio-hazardous and hazardous chemical materials, pharmaceuticals and investigative drugs.
• We participate in appropriate education and training before initiating studies involving such materials.
• We comply with all workplace safety and health regulations and will report unsafe conditions, equipment or practices to our supervisors or other appropriate University officials.
• We attend required instructional and training sessions when dictated by funding or oversight agencies.

Research Support

• We use research funds only for their designated purposes.
• We accurately account for time and effort related to research funding.
• We disclose financial conflicts of interest to University administrators and, as appropriate, manage such conflicts in accordance with existing policies and procedures.
• We properly acknowledge sponsorship of research in our publications and presentations.
• We disclose inventions produced from our research to the University so that consideration is given to the protection of intellectual property.

Questions to Ask Yourself

• Do I work safely in the lab?
• Have I received training and approval to use research materials?
• Have I collected data and documented my research accurately?
• Did I face a conflict of interest today? Does it bias my research?
• Do I protect the safety and well-being of my human or animal subjects?
• Did I obtain proper consent from my human subjects?
• Do I respect the privacy of research participants? Do I appropriately protect the confidentiality of their research data?

Public Engagement and Outreach Standards

 

The primary purpose of public engagement is to serve external constituents in a manner that leads to enhanced teaching and research. Public engagement efforts impact on the reputation of the University. Engaged scholarship, as a component of public engagement, results from public engagement and outreach. It focuses on those activities that promote advanced understanding and creative works in a mutually beneficial manner. Public engagement, which includes outreach and public service, consists of all activities where the University offers its resources, both human and physical, to external constituencies in such a manner where there is a partnership or that engaged scholarship results. These efforts are on behalf of the public good and not for private gain. The term University resource refers to those activities and entities that the University makes available to its various constituencies which may involve a cost to access. As a land and sea grant university, the University of Connecticut is committed to our mission that includes public engagement as measured by the impact of teaching and research on the world outside of the insitution. In the spirit of true partnership, we seek to expand our interactions with groups beyond our campuses in areas of mutual concern and enhance their access to the resources available at the University. In addition to collaborations in the arts and humanities, we encourage constructive partnerships in new areas of interdisciplinary excellence, such as Health and Human Behavior, the Environment, and Human Rights. Th rough broadened access and reciprocal interaction, we realize synergistic outcomes that further strengthen the University and benefi t the people of Connecticut as well as those beyond the state borders.

 

• We believe the reputation of the University is tied to its responsiveness to the needs of the citizens and communities of the State.
• We reach out to and engage communities in reciprocal partnerships.
• We are respectful of our community members, demonstrate cultural competence in their interactions, and comply with University policies while engaged in and with communities, just as we would on campus.
• We strive for responsible engaged scholarship and community-based programs to the benefi t of communities by involving our partners in the planning, execution and dissemination of the knowledge gained by such programs.
• We translate and disseminate research results to real world applications to address problems.We recognize and respect the knowledge and behaviors of our partners as we work in a collaborative environment.
• We eff ectively communicate these standards and values with the organization.
• We actively engage students in community experiences as part of our service learning priority.

Questions to Ask Yourself

• Have I ensured that the public engagement eff ort is consistent with the University’s mission and vision?
• How do I solicit input regarding community needs when designing, planning, and conducting my engaged scholarship or community-based project?
• How can I work with community members as equal and collaborative partners in all phases of the project, from planning to dissemination of fi ndings, and avoid the perception of using the group for my gain?
• How do I handle the fi ndings of my work to ensure confi dentiality when appropriate?
• Am I culturally sensitive to the diverse needs of community members and partners, starting with the selection and training of my University team members?
• How can I prioritize considerations of diversity when designing, planning and conducting my community-based research or program, identify any barriers to participation and work to ameliorate or eliminate such barriers?
• How will my actions refl ect how the University is viewed in the community?
• How do I manage, use and share resources of the University in a manner that is respectful to partners?
• How do I teach and engage my students in the work of the community as they apply classroom learning to real world situations?

 

Patient Care Standards 
Clinicians associated with the Health Center, Storrs and regional campuses and other University health care facilities provide compassionate primary and specialty health care in an academic environment. We focus on delivering quality patient care and fostering continuous improvement through scientifi c knowledge that is shared with patients, colleagues and the public.

 

• We, each faculty and staff member involved in patient-related activities, are expected to understand and support the applicable Patient’s Bill of Rights and Responsibilities.
• We strive to deliver health care that is based on contemporary scientific knowledge and technology.
• We provide educational resources and opportunity for consultations with other health care programs to assist our patients in the planning of their treatment.
• We strive to consider the physical, emotional and spiritual needs of our patients in making our treatment recommendations.
• We do not extend or receive payments or benefi ts in exchange for referrals. Our health care and referrals are based on the well-being of and best treatment for our patients.
• Patients have a right to ask members of their health care team about the role of students and residents in their care and to receive complete and accurate information. We explain to our patients the importance of the educational mission at the University as it relates to their treatment.
• We provide our patients with information necessary to make informed health care decisions. Th is includes reviewing medical fi ndings with each patient, as well as discussing alternative treatment options and the associated risks and benefi ts.
• We prepare clear, honest and accurate patient medical documentation in a timely manner. We maintain the confi dentiality of this information in accordance with existing University policies and procedures, federal laws and state regulations, including but not limited to the Health Information Portability and Accountability Act (HIPAA). �?We provide clinical facilities and laboratories to support quality care for our patients. We adhere to appropriate policies and procedures to ensure that we retain certifi cation in all aspects of program function as required by institutional, state and federal regulatory agencies.

Questions to Ask Yourself

• Do I demonstrate respect and compassion for my patients and their families?
• Was the care that I provided today in the best interest of my patients?
• Did I answer my patients' questions to the best of my ability or assist them in obtaining the information they requested?
• Do I offer all of the needed resources and services to my patients or assist them in making a referral to obtain those services?
• Do I respect the privacy of my patients and protect the confidentiality of their health information?
• Did I document my patient care thoroughly and accurately today?

 

Business, Fiscal and Legal Standards

 

The University of Connecticut adheres to established business standards in its conduct as an institution of higher education and as a health care provider. We comply with all applicable federal, state and local government laws and regulations and strive to follow ethical business practice standards. We endeavor to conduct all University business with honesty, integrity, accuracy and fairness.

Contracts

• We strive to make all purchasing decisions based on the best interests of and value to the University. The University follows fair business practices in its contracting.
• We recognize the value of obtaining competitive bids when appropriate, maintaining independence, ascertaining the financial and legal status of vendors and obtaining clear written agreements for services or goods to be purchased.
• We comply with all state guidelines regarding procurement activities. We comply with all laws relating to pricing, competition and business arrangements. 

Proprietary information

• In the course of doing business, the University creates and receives information that could directly affect the success of its business ventures or those of its current or prospective business partners. If used inappropriately, this information could unduly benefit individuals who have access to such information. The University depends on the ethical business practices and personal integrity of its employees to protect this information from premature or improper use and disclosure.

Physical property and intellectual property, including data

The University’s physical property includes property that is owned by the University but entrusted to individuals or organizational units within the University. Examples include office and departmental equipment and supplies, vehicles, facilities, cash, reports and records, including clinical and billing records in department offices, computer software, electronic files and data, patents, trademarks and service marks.

 

• We utilize such resources properly and protect property against loss, theft, misuse and waste.
• Research materials, inventions or devices developed through the use of University resources are the property of the University. Rights to such property may be transferred to other parties (such as commercial sponsors) only with express written authorization. Materials subject to copyright are generally not the property of the University.
• Research data are considered the property of the principal investigator or the joint property of collaborating individuals when research data are generated by a principal investigator working in collaboration with one or more faculty colleagues.
• Research data generated by postdoctoral fellows, graduate students, research trainees or others who have had significant intellectual input, shall be considered the joint property of the collaborating individuals.
• The use of any form of intellectual property covered by copyright and license agreements and used for face-to-face, distance teaching purposes or a combination of the two, will comply with copyright law and the terms of the license agreement under which it was obtained. Examples include books, journal articles, newspapers, images, audio, and video in physical or electronic form owned or borrowed by the University or the instructor.

 

Financial Records and Funding Sources

• We understand that the federal and state governments constitute major funding sources for the University in student financial aid, research and other areas. As such, we acknowledge responsibility for the stewardship of such funds, understanding and complying with federal and state laws and regulations.
• We maintain accurate and timely financial records in accordance with the University’s policies and Generally Accepted Accounting Principles. We use appropriate internal financial controls to safeguard assets and to ensure compliance with all internal and external accounting rules and regulations. We cooperate fully with internal and external auditors and regulatory agencies during examinations of all books and records and do not alter or destroy any documents in anticipation of such reviews.
• We, as employees of the University, accurately account for our time and properly document when seeking reimbursement for work-related expenses.
• We charge and bill for patient care services in accordance with third party regulations and applicable state and federal laws. We bill for medically appropriate services that are clearly and accurately documented in the medical record. We submit claims for services in a timely manner. We maintain accurate patient accounts and promptly correct billing errors.
• We acknowledge that clinical care providers, coding personnel and billing staff have a collective responsibility to understand the third party regulations and federal and state laws governing the services they are providing.

 

Questions to Ask Yourself

• Did I document my work clearly, honestly and accurately?
• When I sign a document, do I understand what I am signing?
• Do I understand when the competitive bidding process must be used?
• Have I signed a contract without obtaining proper authorization?
• Am I wasteful of University supplies?
• Was I honest with my coding of patient visits today?
• Do I share my computer password with others?

External Relations and University Advancement

Government relations and political activity

• We depend, as a public institution, upon the support and trust of federal and state officials.
• We will not make representations on behalf of the University without official authorization.
• We do not engage in partisan political activities while on state time nor will we use University resources for the purposes of influencing a political election.
• We adhere to federal and state laws which provide guidance for the political activities of the University employees.

 

Public access to University information

• We facilitate accurate, ethical and timely news coverage of significant programs and the achievements of faculty, administrators, staff, students and alumni.
• We comply with all federal and state laws and regulations as well as all University polices regarding the release of information about activities of the University, or its employees, students, volunteers, patients or research subjects, carefully balancing privacy rights with the public’s interest.

University Advancement

• We recognize that the process of raising charitable funds requires ethical and sensitive interactions with prospective and current donors. Although we may release general information about alumni or other supporters, we respect an individual donor’s intent and honor all requests for anonymity.
• We recognize that the primary responsibility for development of prospective donors lies with the University of Connecticut Foundation. The Foundation works in cooperation with offices and departments across the University but is organizationally independent of the University itself. 

Media Relations

• We acknowledge that University Communications is the University’s primary and official liaison to the news media- international, national, regional, state and local-and that this department is responsible for initiating, developing and maintaining effective, productive and beneficial relations with the news media in communicating University news and in responding to media requests.
• We respect the individual freedom of faculty, staff and administrators to express their personal opinions on University actions and policies, while also recognizing that University Communications is responsible for coordinating official University comment on all matters regarding the institution.
• We understand that the University encourages its faculty, staff and administrators to serve as members of community panels, boards, civic organizations, professional associations and other similar voluntary associations. An employee assuming such a role is not acting as a spokesperson of the University.

 

Graphic Standards

• We recognize that University Communications is responsible for establishing and maintaining the University’s graphic standards and that specific standards apply to the use of the University’s logos and seals.
• We understand that the University has legal rights regarding the use of its name, logos and seals and protected trademarks.

Questions to Ask Yourself

• Have I referred media requests to University Communications?
• Should I talk “off the record" to a reporter?
• When is it appropriate to talk to the media about my research or to comment on the research of others? �?Should I speak on behalf of the University to government officials regarding University matters?
• Can I be identified as a University employee in my political or charitable activities?
• Do I maintain clear boundaries between my professional role and my personal activities that are unrelated to the University?

Resources, Additional Information and Reporting

The University has established the Office of Audit, Compliance and Ethics to oversee its internal audit and compliance programs and to ensure compliance with applicable laws, regulations, policies and procedures.

 

Obtaining Additional Information, Reporting Compliance Concerns and Non-Retaliation Policy

• For additional information please refer to the appropriate website or contact the office at the phone numbers or email addresses noted below. If you wish to report suspected violations of laws, regulations, rules, policies, procedures, ethics or any other information you feel uncomfortable reporting to your supervisor or faculty administrator, you may also contact the Office of Audit, Compliance and Ethics directly using the phone numbers or email addresses listed below.

 

Storrs and Regional Campuses:

9 Walter’s Avenue, Unit 5084

Storrs, CT 06269-5084

Website: www.audit.uconn.edu

Phone: (860) 486-4526

Fax: (860) 679-1608 E

mail: reportline@uconn.edu

 

Health Center:

263 Farmington Avenue

Farmington, CT 06030

Website: www.uchc.edu/compliance/index.html

Phone: (860) 679-4180

Fax: (860) 486-4527

Email: compliance.officer@uchc.edu

 

• If you wish to report a concern or a suspected violation anonymously you may contact the University’s REPORTLINE using the contact information below. The REPORTLINE is operated by a private (non-University) company. No effort is made to identify the person reporting and no trace of the call is performed. Information received is given to the Compliance Officer for appropriate action. This service is available 24 hours a day, 7 days a week and is staffed by independent specialists trained to obtain complete and accurate information in a confidential manner. If you wish, you may obtain information about the Compliance Office response to your call by following up with the REPORTLINE at a later date. To contact the REPORTLINE:

 

Storrs and Regional Campuses

Phone: 1-888-685-2637

Web reporting address: https://www.compliance-helpline.com/uconncares.jsp

 

Health Center

Phone: 1-888-685-2637

 

Other Reporting Options

• State Auditors of Public Accounts

The Whistle Blower Act, Section 4-61dd of the Connecticut General Statutes, authorizes the Auditors of Public Accounts to receive information concerning matters involving corruption, unethical practices, violation of State laws or regulations, mismanagement, gross waste of funds, abuse of authority or danger to the public safety occurring in any State department or agency. Upon receiving such information the Auditors are required to review such matters and report their findings and any recommendations to the Attorney General. The Auditors shall not, after receipt of any information from a person under the provisions of this section, disclose the identity of such person without his/her consent unless the Auditors determine that such disclosure is unavoidable during the course of the review. You can file a complaint with the Auditors of Public Accounts by calling (860) 566-1435 or toll free at (800) 797-1702. Website: www.state.ct.us/apa

• Federal False Claims Act (31 U.S.C. § 3729-3733)

 This act permits a person with knowledge of fraud against the federal government to file a lawsuit on behalf of the government against those that committed the fraud. The person filing the lawsuit is also known as the “whistleblower" or “qui tam" plaintiff. The “qui tam" plaintiff must notify the United States Department of Justice (DOJ) of all information regarding the fraud. If the DOJ takes the case and fraud is proven the “qui tam"plaintiff is entitled to a portion of the money recovered by the federal government. Under the False Claims Act the “qui tam"plaintiff is protected from retaliation that may result from his or her involvement in the case. This is known as Whistleblower Protection.

 

Non-Retaliation

• University policy prohibits retaliation if you report in good faith a compliance concern to any supervisor, faculty, administrator, the Compliance Office, the REPORTLINE or any appropriate agency outside of the University. If you feel that you have been subject to retaliation, you should contact the Compliance Office immediately. The Compliance Office will respond to all reports in a timely manner in order to resolve any non-compliance and to educate regarding compliance concerns.

 

INTERNATIONAL SOCIETY FOR MEDICAL PUBLICATION PROFESSIONALS, INC.

(ISMPP)

CODE OF ETHICS

 

Introduction

 

The International Society for Medical Publication Professionals, Inc. (ISMPP) is a non-profit,

voluntary professional membership association dedicated to advancing medical publication

planning and development, supporting medical publication professionals, and ensuring

ethical medical publication practices.

 

ISMPP promotes quality professional standards and practices, and encourages members to meet

such standards. Members should act in a manner that promotes integrity and reflects positively on the individual professional, ISMPP, and the medical publication profession, consistent with accepted ethical and legal standards.

 

ISMPP has adopted  these voluntary  ethics guidelines to serve as a professional resource for

medical writers and communicators, publication  planners, editors, publishers, and  other

professions represented by ISMPP members.

 

I.General Professional Guidelines

As a matter of professional responsibility, members should:

 

A. Comply with laws, regulations, policies, and ethical standards governing professional practice and  related  activities, including  applicable rules of government bodies, professional associations and credentialing organizations. 

 

B. Support and  disseminate the Society’s ethics principles to  other professionals involved in the medical publication process.

 

C. Contribute to  the development of the profession by  mentoring and training newer professionals, and by sharing information concerning best practices.

 

D. Not engage in behavior in violation of accepted ethical or legal standards, including conduct involving dishonesty, fraud, deceit, or misrepresentation.

 

E. Keep up-to-date in their continuing professional development by regularly attending continuing education programs and making a commitment to life-long learning

 

II. Professional Services Guidelines

 

As a matter of professional responsibility, members should:

 

A. Solicit services in  a professional manner, and provide vendors with  complete, truthful, and accurate information concerning projects and deliverables.

 

B. Promote equal opportunity and diversity in professional activities.

 

C. Provide accurate and  truthful information  in  all representations concerning qualifications, experience, competency, and  performance of services, including representations related to professional status and/or area(s) of special competence.

 

D. Provide appropriate professional referrals when  unable to  provide competent professional assistance.

 

E. Provide quality  professional services in  a timely  and  efficient manner, and  provide clients and/or customers with  complete, truthful, and  accurate information  while performing professional services.

 

III. Specific Professional Conduct Guidelines

 

A. Publication Preparation Guidelines

When preparing or developing publications (i.e., abstracts or manuscripts), members should:

 

1. Never misrepresent clinical research and/or clinical trial results, including the fabrication or misreporting of data.

 

2. Identify appropriate trial protocols clearly, if available, when  publishing clinical trial results (e.g., NCT number).

 

3. Report primary results of a multi-center clinical trial first, and thereafter issue secondary publications from the same trial, when appropriate, with citation of the primary publication.

 

4. Identify and report negative and  inconclusive clinical trial results, as appropriate.

 

5. Strive for accuracy, completeness, fair balance and avoid commercial product promotion.

 

6. Refrain from duplicate submissions of a manuscript, consistent with accepted professional standards.

 

7. Recognize the author’s ultimate responsibility for publication content, including the selection of references.

 

8. Apply appropriate standards, guidelines, and position statements of professional organizations including, but not limited to:

 

a. Uniform Requirements for Manuscripts Submitted to Biomedical Journals (International Committee of Medical Journal Editors or ICMJE). www.icmje.org

 

b. The Consolidated Standards of Reporting Trials (CONSORT) Statement: Revised  Recommendations for Improving  the Quality  of Reports of Parallel-Group Randomized Trials. www.consort-statement.org

 

c. Principles for the Conduct and  Disclosure of Clinical Trials (Pharmaceutical Research and  Manufacturers of America or PhRMA). www.phrma.org/clinical_trials/

 

d. Joint Position on the Disclosure of Clinical Trial Information via Clinical Trial Registration  and Databases (PhRMA/IFPMA/EFPIA/JPMA). www.ifpma.org/clinicaltrials

 

e. Good  Publication  Practice (GPP) for Pharmaceutical Companies (GPP Working Group). www.gpp-guidelines.org/

 

f. International Society  for Medical Publication  Professionals (ISMPP) position  statement: the role of the professional medical writer. (www.ismpp.org)

 

B. Publication Disclosure Guidelines

 

When preparing or developing publications, members should:

 

1. Avoid and discourage guest authorship (i.e., named authors who do not meet authorship criteria).

 

2. Avoid and discourage the practice of “ghost writing” (i.e., circumstances where the contributions of professional medical writers are not identified  or acknowledged).

 

3. Provide appropriate information concerning financial contributions or other support relating to the development of the manuscript.

 

4. Acknowledge and disclose accurately the role of each author, medical writer, medical communications agency, and any other publication contributors who do not satisfy accepted authorship criteria.

 

5. As required, disclose accurately the role of each author, medical writer, medical communications agency, and sponsor (source of funding) with respect to whether remuneration or other benefit was received.

 

C. Intellectual Property Protection Guidelines

When performing professional services, members should:

 

1. Recognize, respect, and  protect the intellectual property  rights and contributions of others, including  copyright laws regarding  the use and distribution of published materials.

 

2. Not plagiarize, copy, or use in substantially similar form, materials prepared by others without acknowledging the correct source and identifying the author and/or publisher of such materials.

 

D. Conflict of Interest and Appearance of Impropriety Guidelines

When performing professional services, members should:

 

1. Avoid conduct that could cause a conflict of interest, where possible.

 

2. Ensure that when a conflict of interest occurs, acknowledge and disclose to clients, customers, and/or contractors significant circumstances that could be construed as a conflict of interest, or involve an appearance of impropriety.

 

3. Ensure that a conflict of interest does not compromise legitimate interests of an employee, employer, client, customer, or contractor, nor influence and/or interfere with professional judgments.

 

4. Refrain from offering  or accepting  inappropriate payments, gifts, or other forms of compensation  or benefits in  order to  secure work, or which  are intended to influence professional judgment.

 

Why graphic design needs a Code of Ethics

 

What use is a Code of Ethics to a graphic designer or related professional? Isn't it just another boring slab of legalese, more pompous than pertinent? We hope not! Our Code of Ethics is here to establish what constitutes 'fair play'. It is intended to provide protection for both designers and clients from unethical business practices and the havoc that can be caused by unwitting ignorance.

 

By detailing (in something close to plain English) professional conduct expectations in the key aspects of client/designer/subcontractor relationships, AGDA provides national benchmarks for professional service and conduct in the graphic design profession.

 

The Code of Ethics is a powerful tool in dealing with destructive practices such as competitive free pitching, to which AGDA is unequivocally opposed.

 

The Code of Ethics will also serve to enhance clients' understanding of the how/what/why of graphic design.

 

Purpose of this Code

 

The purpose of this Code of Ethics ('the Code') is to provide AGDA Members ('Member/s') with internationally accepted standards of professional ethics and conduct. This Code contains guidelines for the conduct of Members in fulfilling their professional obligation. Members agree to be bound by these guidelines. This Code was nationally ratified by the AGDA membership in October 1996.

 

Supporting/associated organisations

 

This Code of Ethics is based on the Model Code of Professional Conduct for Designers published in 1987 by ICOGRADA (International Council of Graphic Design Associations), ICSID (International Council of Societies of Industrial Design) and IFI (International Federation of Interior Architects/Interior Designers).

 

Arbitration

 

A Member, supplier or client may call upon AGDA for arbitration of a dispute regarding a Member's fulfilment of professional obligation. The guidelines in this Code will be used by an appointed AGDA Grievance Committee as the basis for reaching a decision and making a recommendation.

 

Grievance Committee

 

A Grievance Committee will consist of local, non-partisan industry experts, with the selected committee list being submitted to involved parties for approval. The Grievance Committee is not intended to offer legal advice, but to act in an impartial manner to clarify issues and recommend equitable and amiable resolutions to conflicts. All proceedings are held in the strictest confidence, but from time to time, AGDA will publish case histories without real names in the interest to educating Members and the public about professional conduct.

 

1. A Member's responsibilities when practicing in a country other than Australia

 

AGDA requires that Members accept the Code and Practice of the appropriate design association within that country (contact your local AGDA Secretariat for a current listing of overseas design associations). (Link to Contacts)

 

2. A Member's responsibilities to the community

 

2.1 The environment

A Member shall work in a manner so that as little harm (direct or indirect) as possible is caused to the natural environment.

 

2.2 Conflict of interest

A Member shall not knowingly accept a position or commission in which a personal interest conflicts with professional obligation and duty.

 

2.3 Professional conduct

A Member shall not act in a manner that compromises the status of the design profession.

 

2.4 Design standards and support of AGDA

A Member shall encourage high standards of design and professional conduct, and support the aims of AGDA.

 

3. A Member's responsibilities to the client

 

3.1 Client's best interests

A Member shall always act in the best interests of the client, within the limitations of professional obligation and the guidelines of this Code.

 

3.2 Conflict of interest

A Member shall not knowingly accept commissions on directly competing products or services without first informing, and obtaining written consent from, the clients. Directly competing products or services are those where the possibility of 'insider' information could give involved parties material and unfair advantage.

 

3.3 Confidentiality

A Member shall hold confidential all information of a client's organisation and activities that is not available through public records. A Member accepts this same responsibility for all subordinates involved with the client's projects.

 

4. A Member's responsibilities to other designers

 

4.1 Predatory pricing (free pitching)

AGDA discourages members from predatory pricing practices such as free pitching, loss leading and other pricing below break-even. Members should be aware that such practices will damage the economic viability of their business.

 

4.2 Existing commissions

A Member shall not knowingly accept a commission to work on a project for which there is an existing designer without first informing the other designer. This clause applies specifically to projects, and not to clients whose design needs require using a number of designers for different projects or accounts. As a matter of professional courtesy, AGDA encourages its Members to inform a client's existing designer/s if a Member receives a commission from that client.

 

4.3 Plagiarism and breach of copyright

A Member shall not, under instruction from a client or independently, plagiarise work or knowingly breach copyright.

 

4.4 Criticism of another designer's work A Member shall be fair in the criticism of another designer's work. A Member shall not belittle or denigrate the work or reputation of another designer.

 

5. Commissions

 

5.1 Presentations for securing commissions

Preliminary to securing a commission, a Member is should present a proposal in writing which covers: an understanding of the brief an outline of how the project will be undertaken an estimate of fees In addition to the above, a Member may also present: examples of previous work qualifications and details of experience of project team members

 

5.2 Accepting a commission

Prior to accepting a commission, a Member shall provide in writing to the client, and obtain written consent from the client for: an accurate description of the work to be carried out an estimate of fees and charges, or the basis on which these are to be calculated the terms and conditions of the design work's undertaking, completion and payment disclosures, as set out in this Code, relating to any other financial or other interests the Member may have in the project.

 

5.3 Subcontracting

A Member shall inform, and obtain consent from, a client before subcontracting principal design work. For design-related subcontracting, a Member shall inform the client of the scope of subcontracted work and the terms of subcontracting, including any fees or charges that will be applied by the Member to the subcontractor's fees and expenses.

 

6. Fees

 

6.1 Fees and charges

A Member shall charge a fee, royalty, salary or other agreed upon form of remuneration. A Member may, after informing the client, add a reasonable handling and administration charge to all reimbursable items that pass through the Member's accounts. A Member should, in the case of handling and administration charges, inform the client of the existence and nature of these charges.

 

6.2 Free pitching

AGDA is unequivocally opposed to the unfair manipulation of designers with the aim of garnering unpaid work (commonly known as 'free pitching'). Client practices which do damage to a member's business are those that award projects or commissions on the basis of the commissioner's acceptance of unpaid design submissions (eg. unpaid competitive tendering or speculative work)

 

6.3 Fee reductions and non-paying commissions

A Member may provide a fee reduction for, or a donation of service to, a charitable or non-profit organisation.

 

6.4 Financial interests in a project other than declared fees

Where the Member is in a position to receive financial or another form of material benefit from a company or individual who may benefit from the Member's recommendations to a client, the Member must inform the client of this situation in advance of making the recommendation.

 

6.5 Selection of another designer

A Member involved in assisting a client in the selection of another designer shall not accept any form of payment from the designer recommended.

 

7. Design competitions

 

A Member shall not take part in any design competition if the terms of the competition are not approved by AGDA. AGDA bases its assessments on the International Competition Guidelines published by ICOGRADA (International Council of Graphic Design Associations). A Member or organiser of a competition can contact AGDA to review a competition's terms and provide recommendations and/or approval.

 

8. Self promotion and publicity

 

8.1 Content

A Member shall not use false, misleading or deceptive statements in advertising or publicity material. The content must be fair to clients and other designers, and must not compromise the status of the design profession.

 

8.2 Credit

A Member shall claim authorship to the extent of the involvement in a project. Where a project is a collaborative effort, each designer/consultant shall be credited for specific areas of authorship. A Member shall neither claim credit for, nor allow a client to associate their name with, a project which has been so changed as to no longer substantially be the original work of the Member.

 

8.3 Use of a Member's name in the promotion of a product or service

A Member's name may be used in the promotion of articles designed or services provided, but only in a manner appropriate to the status of the design profession.

 

To view the formatted PDF of this code of ethics please visit this page.

 

Ethics Driven – Every Time

Table of Contents

 

Chairman’s Introduction..........................................................................................................2

Vision / Mission / Values .........................................................................................................4

Statement of Ethical Principles................................................................................................5

We will follow the law everywhere. ....................................................................................6

We will embrace diverse perspectives and backgrounds, and treat all people with dignity and respect. ....................................................................8

We will compete fairly and honestly.................................................................................10

We will avoid conflicts of interest. ...................................................................................12

We will demand that everything we do leads to a cleaner, healthier and safer environment. ........................................................................14

We will protect our technology, our information and our intellectual property. .................................................................................................16

We will demand that our financial records are accurate and that our reporting processes are clear and understandable. ..............................................................................................18

We will strive to improve our communities.......................................................................20

We will communicate honestly and with integrity. ............................................................22

We will create a culture where all employees take responsibility for ethical behavior.....................................................................................24

Living the Code ....................................................................................................................26

Resources and Contact Information......................................................................................27

Frequently Asked Questions .................................................................................................28

I am Cummins ......................................................................................................................30

 

Finding the policies referenced in the Cummins Code of Business Conduct:

 

All policies that relate to the Code can be found on MyCummins. Go to MyCummins and click on the tab marked “Our Company.”

 

On the left side of the page, click on the “About Cummins” link. There you will find a link to the “Code of Conduct.” In the Code of Conduct section you will find on the right hand side links to all of the policies referenced in the Code.

 

Code of Business Conduct

 

When I think about what makes Cummins a great place to work, our Code of Conduct is one of the first things that comes to mind.

 

The Code demands that we treat all of our stakeholders with dignity and respect – employees, customers, suppliers, shareholders and others. It says Cummins must act with integrity, as honestly and transparently as possible.

 

A truly ethical company can’t be that way part of the time. Cummins must always do the right thing whether that means keeping our word to a customer or complying with all laws in a market where others may not. As our Company prepares to go from a multi-national to a truly global company, our success may depend to a large extent on how well we adhere to our Code.

 

We’ve been fortunate to enjoy a period of unprecedented growth recently, but growth often comes with some challenges. As we add many new employees over the next few years, we must ensure the principles that have made Cummins a great place to work are not lost or forgotten.

 

Adhering to our Code can be a challenge. It may mean surrendering a competitive advantage and telling potential customers that we can’t do business with them. It will undoubtedly mean working in teams of people who have different backgrounds and viewpoints and resolving disagreements with openness and honesty to arrive at innovative solutions for our customers.

 

The good news is we can draw on more than 90 years of ethical behavior at Cummins to guide us, starting with W.G. Irwin and Clessie Cummins, who launched the Company. That same approach continued with J. Irwin Miller, who positioned Cummins for international success, and with my predecessor, Tim Solso, who made leadership synonymous with ethics and values at our Company.

 

Each leader faced moments when he could have ignored principle to pursue an easier, more profitable path. Each realized the easy answer isn’t always the right answer – for the sustainability of our Company or for the communities where our employees live and where we do business.  

 

The ethical questions you might confront may not have an easy or obvious answer. Help is available from many sources including your supervisor, Human Resources, a member of the Law Department and Senior Leadership.

 

We’ve tried to make the Code a little easier to understand by defining conduct that is acceptable and unacceptable through a series of questions and answers that follow each principle. I think you’ll see quickly that Cummins’ commitment to the Code goes beyond what is required by law to honoring our principles everywhere we do business.

 

Any effective Code of Conduct must be enforced. That means all employees have an obligation to report suspected Code violations. We’ve tried to provide employees with a variety of ways to do that so you can choose the one that makes you most comfortable.

 

You can tell a supervisor, Human Resources or the Law Department. You can also report it on-line at ethics.cummins.com or by calling the Cummins Ethics Help Line. In the United States and Canada, the Help Line can be reached at 1-800-671-9600. The phone number for other countries is available at ethics.cummins.com. Wherever possible, we allow employees who report matters to remain anonymous if they wish.

 

Part of adopting a growth mindset is honoring not only the Code but what it takes to keep the Code effective as Cummins grows. I know there are times when it’s not easy to report a problem, but taking action can be critical to our Company’s future. That’s why our Code states clearly that employees who report problems can do so without risk to their careers.

 

Violations of the Code at any level of the Company will be acted upon swiftly and appropriately. Anyone who violates the Code will be held accountable.

 

As you look through the Code, I trust you’ll see why I think it is so important. I hope you will think about how the Code supports our Vision, Mission and Values and why the Code is vital to making Cummins a great place to work.

 

Then, I hope you’ll join me as we work together to uphold a more than 90-year tradition of ethical behavior at Cummins.

 

Tom Linebarger  

 

Vision

 Making people’s lives better by unleashing the Power of Cummins 

 

Mission

We unleash the Power of Cummins by 

 

•  Motivating people to act like owners working together. 
•  Exceeding customer expectations by always being first to market with the best products. 
•  Partnering with our customers to make sure they succeed. 
• Demanding that everything we do leads to a cleaner, healthier, safer environment. 
•  Creating wealth for all stakeholders. 

 

Values

 

Integrity

We strive to do what is right and we do what we say we will do

 

Innovation

Apply the creative ingenuity necessary to make us better, faster, first

 

Delivering Superior Results

Exceed expectations, consistently

 

Corporate Responsibility

Serve and improve the communities in which we live

 

Diversity

Embrace the diverse perspectives of all people and honor both with dignity and respect

 

Global Involvement

Seek a world view and act without boundaries

 

Statement of Ethical Principles

•  We will follow the law everywhere. 
•  We will embrace diverse perspectives and backgrounds, and treat all people with dignity and respect. 
•  We will compete fairly and honestly. 
•  We will avoid conflicts of interest. 
•  We will demand that everything we do leads to a cleaner, healthier and safer environment.
•  We will protect our technology, our information and our intellectual property. 
•  We will demand that our financial records are accurate and that our reporting processes are clear and understandable. 
•  We will strive to improve our communities. 
•  We will communicate honestly and with integrity. 
•  We will create a culture where all employees take responsibility for ethical behavior and employees are free to raise concerns. 

 

We Will Follow the Laws Everwhere

 

Cummins Inc. is headquartered in the United States, but we are truly a global citizen. Sometimes the U.S. laws follow the Company and its people around the world. For example, U.S. laws about how we sell our products, how we compete and how we interact with government officials often apply around the world. We also must follow the applicable laws in the other countries where we do business.

 

This may get complicated at times, but we must always make sure that our actions and our words follow the letter and spirit of all applicable laws. If you have any questions, please contact the Cummins Law Department for assistance.

 

Q: Some of the laws in my country make it difficult for us to get all the business that is out there and I don’t believe all of our competitors are playing by the rules. If our competitors are not following the law, why should we?

 

AL Our Code and our values are not affected by the actions of others. We must always follow the law and our Code, even if it means that business will be lost.

 

Q: I work outside the United States and my country’s laws regarding exporting products to certain countries are not the same as the laws in the United States. How do I know which laws I should follow?

 

A: Sometimes one set of laws takes precedence over another depending on the situation. Other times, both laws may apply. Therefore, you should always contact the Cummins Law Department when you have a question about which laws may apply to a certain situation.

 

 Significant Underlying Policies:

Export Control Policy

Prohibited Payments to Government Officials Policy

Antitrust Compliance Policy

 

We will embrace diverse perspective and backgrounds, and treat all people with dignity and respect.

 

At Cummins we must be inclusive and ensure that employees and other stakeholders are always treated with dignity and respect. We are stronger because of the diversity of our employees. To remain a global leader and to continue to grow, our people must have a work environment that is welcoming and takes advantage of their unique talents and perspectives.

 

We strictly forbid discrimination, harassment and retaliation, and strive to provide equal opportunity and fair treatment for all. Cummins prohibits discrimination or harassment based on an individual’s race, color, religion, gender, national origin, age, disability, union affiliation, sexual orientation, gender identity and/or expression, or other status protected by applicable law. We encourage employees who see mistreatment to speak out and we protect them from retaliation if they do.

 

 We support human rights around the world, and we ensure that our employees and other stakeholders are treated with dignity. We comply with all applicable laws, and we will treat employees and their representatives fairly and honestly. We will not tolerate child or forced labor anywhere in the world and we will not do business with any company that does. We respect employees’ freedom of association, right to bargain collectively and all other workplace rights.

 

Our commitment to fair treatment also extends to our joint ventures, suppliers and other partners. Through our Supplier Code of Conduct, we will make sure our suppliers and partners understand our values and treat their stakeholders in a way that is consistent with those values.

 

"In the search for character and commitment, we must rid ourselves of our inherited even cherished biases and prejudices. Character, ability and intelligence are not concentrated in one sex over the other, nor in persons with certain accents or in certain races or in persons holding degrees from universities over the others. When we indulge ourselves in such irrational prejudices we damage ourselves most of all, and ultimately assure ourselves of failure in competition with those more open and less biased."

J. Irwin Miller, Former CEO, Cummins Inc.

 

Q:I feel that my supervisor is discriminating against certain members of our organization but I’m afraid to say anything for fear of losing my job. What should I do?

 

A: Cummins does not tolerate discrimination and encourages employees to speak out with their concerns. You have multiple avenues to raise your concerns. You may contact your supervisor, Human Resources or you may call the Ethics helpline or report through the EthicsPoint webpage by typing “ethics.cummins.com” on your internet browser. Cummins does not tolerate retaliation and no action will be taken against you because you reported a concern.

 

Q: I heard an allegation that one of our major suppliers is in violation of the labor laws in its country. Is this something Cummins should look into?

 

A: Yes. Cummins has a Supplier Code of Conduct that sets forth our expectations for suppliers. You should report the information to your business leader, the Purchasing Department or the Law Department so that Cummins can investigate the matter and take appropriate action.

 

 Significant Underlying Policies:

Treatment of Each Other at Work Policy

Equal Employment Opportunity and Affirmative Action Policy

Supplier Code of Conduct

 

We will compete fairly and honestly.

 

Our goals in the global marketplace are to win business and provide value to our stakeholders. We compete aggressively but always play within the rules. Whether dealing with competitors, governments or business partners, the mandate is the same: We compete fairly and honestly.

 

Our employees should not take any action in the pursuit of business that they would not be comfortable reading about on the front page of the local newspaper or explaining to our senior management. Likewise, we are responsible for the actions of third parties operating on our behalf and will hold them to the same standards as our employees.

 

 For example:

•  We do not bribe private individuals or government officials for any reason – we get business because our products, services and people are the best. 
•  We do not use the confidential information of others to gain an improper advantage. 
•  We do not mislead others or compromise our integrity to gain an advantage. n We do not disparage our competitors or their products – we truthfully talk about the advantages of Cummins.

 

 Although we operate in many different places with different cultures and legal systems, there are no exceptions to our commitment to compete fairly and honestly at all times.

 

Q: Someone sent me a copy of our largest competitor’s confidential internal pricing sheet for its products. This will be very helpful to us as we determine our pricing for next year. Can I use this information?

 

A: No. If the information is confidential, it cannot be used. Doing so is unethical and also could expose you and the Company to risk under antitrust or anti-competition laws. You should immediately contact the Cummins Law Department so that the information can be destroyed or returned to its owner.

 

Q: In my region it is customary to provide our customers, including government officials, with expensive gifts to help maintain a good relationship. If it is necessary to do business, we have to do it, right?

 

A: No, we do not make improper payments of any kind to influence our customers, suppliers or partners. Making such payments -which include gifts - may subject you and Cummins to large penalties, criminal prosecution and the loss of business. Before making or authorizing any gift or gratuity, please make sure you have consulted the appropriate Cummins policy or contacted the Cummins Law Department.

 

Q: We are not supposed to disparage our competitor’s products. Can we point out the differences between our products and why our products are better?

 

A: Yes. It is OK to point out to customers or others why we believe the features and performance of Cummins products are better than our competitors. That is what we should be doing. It is not acceptable under our Code to make unsubstantiated claims about our competitors’ products or to call them “junk” or “unsafe.” Instead we should focus on the data and the reasons why Cummins is the best.

 

 Significant Underlying Policies:

Antitrust Compliance Policy

Prohibited Payments to Government Officials Policy

Purchasing Policy

Meals and Gifts and Discounts Policy

Protection of Cummins Proprietary Interests Policy  

 

We will avoid conflicts of interest.

 

There are times when an employee may have a personal interest that could conflict with the interests of the Company. As employees, we must focus on what is best for our stakeholders and manage potential conflicts so that our personal interests do not interfere with our business dealings.

 

Employees cannot have improper relationships with suppliers or other third parties and must be vigilant in ensuring that personal or family relationships do not pose even an appearance of a potential conflict of interest. Employees also cannot accept cash incentives or other gratuities from suppliers or customers in exchange for securing business or other favorable treatment.  

 

Also, Cummins employees cannot take any action that would allow them or others to personally benefit from inside information regarding the Company. You cannot trade in Cummins stock when you know about a material event that has not yet been made public. You should always contact the Cummins Law Department if you have questions about a stock transaction.

 

Q: My spouse is the co-owner of a business that is bidding to be a Cummins supplier. What should I do?

 

A: You should immediately disclose the relationship to your supervisor and whoever is in charge of the bidding process. If your spouse’s company is bidding for business it is critical that you not play any role in the selection of the supplier. If your spouse’s company is chosen to be the supplier, the Company will take steps to ensure that you are not involved.

 

Q: I know through my job that Cummins is going to have a strong quarter and that sales are going to exceed our expectations. Can I tell my brother to buy Cummins stock now before we release our earnings to the public next week?

 

A: No. Using inside information to benefit yourself or others is never the right thing to do. Moreover, most countries have laws making such conduct illegal. You could be placing the Company and yourself at risk of liability or criminal prosecution.

 

 Q: A company we are considering for a supply contract has offered to fly me to a sporting event and entertain me for the weekend. Is that a problem?

 

A: Yes, it is a problem. We select our business partners and suppliers solely on legitimate business reasons. We do not want to take any action that would appear to be a conflict of interest. Regardless of whether you are directly involved in selecting this supplier, this would create the wrong impression. Please consult the Company policy on meals, gifts and discounts for guidance and always speak to your supervisor before accepting any gift or gratuity from a third party.

 

Significant Underlying Policies:

Purchasing Policy

Meals and Gifts and Discounts Policy

Trading in Cummins Securities Policy

Outside Employment of Full-Time Members of Cummins Exempt Workforce Policy 

 

 We will demand that everything we do leads to a cleaner, healthier and safer environment.

 

This principle is central to our mission as a company, and as our global reach grows so does our responsibility to ensure that our actions around the world reflect a commitment to the environment.

 

That commitment takes on several forms, including:

•  Using our technological capabilities to produce the safest and cleanest-running products on the market. 
•  Minimizing the environmental impact of our manufacturing and service facilities through comprehensive conservation and waste reduction efforts. 
•  Ensuring that Cummins employees everywhere have clean and safe facilities in which to work.  Demonstrating a commitment to sustainable growth by providing leadership on important environmental issues such as climate change. 
•  Demonstrating a dedication to transparency in sharing our environmental and safety-related activities with key stakeholder groups. 

 Q: I work in a Cummins manufacturing facility. What can I do to contribute to the Company’s environmental and safety goals?

 

A: When it comes to workplace safety, our goal is simple: We do not want injuries or accidents at any time. Safety begins with each individual employee. We all have a responsibility to contribute to a safe work place by following established safety procedures and by reporting any issues promptly so they do not become problems. Please make sure you are familiar with your site’s safety procedures.

 

We all can help reduce Cummins’ environmental impact by conserving resources such as water and electricity whenever possible. Our employees also often are our best source of improvement ideas and each of us should feel empowered to offer suggestions that could eliminate waste or make our facilities safer.

 

Q: How is Cummins working to be a leader on an issue such as climate change?

 

A: The Company is actively involved in reducing greenhouse gas emissions in a number of ways. For starters, we recently committed to lowering the greenhouse gas emissions from our facilities by 25 percent as a percentage of our net sales by 2010. Cummins also is a leader in the clean diesel movement to increase the use of fuel efficient and clean-burning diesel engine technology, which would reduce the demand for fossil fuels.

 

Significant Underlying Policies:

Corporate, Health, Safety and Environmental Policy

Physical Security Policy

Cummins Sustainability Report

Alcohol and Illegal Drugs in the Workplace Policy

 

We will protect our technology, our information and our intellectual property.

 

Our technology and our knowledge give us a competitive edge. It is critical that we maintain our advantage by making sure that we protect proprietary information and maximize its value to our shareholders. All Cummins employees must protect the Company’s confidential information and intellectual assets.

 

Also, it is critical that we use our information, innovations and resources wisely and in the best interests of all of our stakeholders. Our computers and our other resources are to be used for Company business and we must follow all rules regarding their proper usage. We should not use these resources for our personal benefit or for any purpose that conflicts with Cummins’ interests or needs. Confidential or otherwise sensitive Company information should not be filed or stored in a non-Cummins location, such as at an employee’s home or on his or her private computer, without proper approval.

 

We also must make sure that all important Company documents and information are properly maintained or disposed of under the Company’s document management policy. Employees should take precautions to ensure that laptop computers, mobile phones, PDAs and other devices that contain or store Company information are not lost or stolen, and should report the disappearance of any such equipment immediately.

 

Q: I was surfing the internet at home and learned about some software that I can download for free that will help me with my Cummins work. Since the software is free and it is business related may I download it to my Cummins computer?

 

A: No. Cummins has specific procedures for when software can be added to Cummins systems and employees cannot download software to Cummins computers. In addition, many of these “free” downloads may contain terms that subject Cummins to financial liability or that conflict with existing Cummins software licensing agreements. If you have any questions about the software that is approved by Cummins, please contact the Information Technology (IT) department.

 

Q: I’ve been working on an exciting new technology that we are creating for our engines. I have been meeting with a supplier over lunch to discuss the sourcing of this work and exchanging e-mails with the supplier containing information about the technology. Is there anything I need to be doing to safeguard the Company’s interest?

 

A: Yes. Before talking to suppliers or customers about Cummins technology, you should contact the Cummins Law Department to be sure that the appropriate confidentiality and non-disclosure agreements are first put in place. This will ensure that the other party honors the confidentiality of our intellectual property and will help protect the Company’s interests if there is ever a dispute about ownership of the information.

 

Q:  I have some documents containing test results of one of our engines that are the subject of some pending litigation.

 

A: Can I destroy these documents? No. You must maintain documents in accordance with the Company’s document management program. Documents that relate to pending litigation or government investigations can never be destroyed. You should contact the Law Department and make sure they are aware of the documents.

 

 Significant Underlying Policies:

Information Security Policy Protection of Cummins

Proprietary Interests Policy

Classification and Protection of Data Policy

Company and Business Resources Usage Policy

Document Management Policy

 

We will demand that our financial records are accurate and that our reporting processes are clear and understandable.

 

 

The accuracy of our financial reports is of the utmost importance to our credibility. We will not tolerate fraud or otherwise make false or misleading financial entries or statements, and all our employees must strive for complete accuracy in our financial reporting.  

 

Additionally, Cummins is committed to total transparency in its financial reports. We cooperate fully with our auditors and under no circumstances withhold information from them. We also will seek to build and maintain a robust system of financial controls and processes to ensure the accuracy and timeliness of our financial reporting.

 

Q:  I hear a lot of discussion these days in the media about corporate fraud. What is fraud and what should I do if I suspect fraud in the workplace?

 

Fraud is any dishonest act engaged in by an employee to gain an improper benefit. Fraud can take many forms such as theft of property, false financial entries, incorrect expense reports, personal use of the Company credit card or other acts of dishonesty. Cummins will promptly investigate reported incidents of fraud and, where appropriate, will prosecute instances of fraud. Employees who commit fraud will be subject to the highest possible level of discipline.

 

Various Company policies prohibit fraud in its different forms. If you become aware of any act that might constitute fraud, you should report your concerns immediately to one of the following:

• Your supervisor 
• Your business leader 
• Human Resources 
• Internal Audit 
• A member of the Cummins Law Department 

 

If for any reason you are not comfortable taking your concerns to any of the above departments or individuals, contact the Ethics Helpline. Instructions for contacting the Ethics Helpline are contained at the end of this document.

 

Q: I have received several large invoices for payments due to our suppliers. However, if I record these as an expense now, it will hurt our numbers this quarter. Is it OK to just put these in a drawer for now and record them accurately after the end of the quarter?

 

A: No. Failing to record these expenses would reduce current period expenses and result in overstated earnings. This could have a material and fraudulent effect upon the current period financial reports. This is against Company policy and the law.

 

 Significant Underlying Policies:

Financial Representations Policy

Fraud Reporting Policy

Document Management Policy

Delegation of Authority Policy

 

We will strive to improve our communities.

 

Cummins is only as strong as the communities in which we operate and in which our employees live, so it is imperative that the Company play a role in serving the needs of the community wherever possible.

 

Cummins supports its communities in a number of ways. The Cummins Foundation provides funding to organizations that address key community needs and, in some cases, matches employees’ contributions to local charities. The Company also directly contributes to charitable causes when appropriate.

 

Perhaps most importantly, however, is that Cummins works to create an environment that encourages employees to become active in their communities and supports those efforts whenever possible. Cummins strongly believes that supporting volunteer involvement by its employees not only benefits our communities but strengthens the Company by providing valuable leadership experience and increasing employee satisfaction.

 

 At the same time, however, employees should refrain from speaking or making commitments on behalf of Cummins for the benefit of the organization or cause in which they participate. Should an official Cummins position be required or desired, it should be made by the appropriate Cummins official.

 

The Company formally participates in the political process through its Government Affairs Office by engaging elected officials and taking positions on legislative and regulatory issues of importance to the Company. Additionally, Cummins encourages employees to be active in the political process. However, employees should not engage in any political activities at work or use any company resources for political purposes.

 

Q: I am interested in getting involved in community activities, but I don’t know where to start. Who can I speak to?

 

A: Many Cummins locations have Community Involvement Teams, which coordinate volunteer and community efforts on behalf of Cummins and its employees. Please contact the Company’s Corporate Social Responsibility office for contact information for the Community Involvement Team that serves your area. If you already support a local community organization and want to inquire about support from Cummins, you also can check with your Community Involvement Team coordinator or the Corporate Social Responsibility office.

 

 Significant Underlying Policies:

Employee Participation in Community Activities Policy

Employee Participation in Political Campaigns Policy

Cummins Political Contributions Policy and Political Action Committee Guideline

 

We will communicate honestly and with integrity.

 

We have a responsibility to be honest and accurate in our communications to employees and the public. No employee will knowingly make a false or misleading statement to the media, financial community, government official, public agency or in a public forum.

 

We will work to establish and follow communications processes that ensure a timely flow of information throughout the organization, and that create consistent messages that are delivered by the appropriate individuals in the organization.

 

 Only authorized individuals should speak to the media or financial community. Media and sensitive customer inquiries should be directed to the Director - Public Relations, and employees should not speak to the media on Company related issues without prior approval of the Director – Public Relations.

 

Cummins has a legal obligation to disclose material financial information as broadly and equitably as possible. Inquiries from stock market analysts, investors or other members of the financial community should be forwarded to the Director – Investor Relations.

 

Q: I received a call from my local newspaper. The reporter would like to come to the office to interview me for a story on a community organization in which I am involved. Is this OK?

 

A: Yes. Our employees are not prohibited from talking to the media on non-Cummins issues. Just make it clear to the reporter that you are speaking as a private individual, and not on behalf of Cummins. If a reporter wants to come to a Cummins facility to conduct the interview, you should clear the visit with your supervisor and take any necessary steps to avoid undue distraction to co-workers. If you are uncertain about whether it is appropriate to participate in a media interview, please contact the Director-Public Relations.

 

Q: I have been asked to speak to a reporter for a story on one of our businesses, and during the course of the interview, the reporter asks my opinion on speculation that a competitor is having quality issues with a key product. I have heard the same rumors. How do I respond?

 

A: We should not engage in circulating rumors – either about Cummins or our competitors. You should only share facts about Cummins and let our competitors speak for themselves. Competing with integrity demands that we take the high road in such cases.

 

Q: A reporter asks a question about sales volumes in a particular market. I have the information, but am not sure that I can share it publicly. What should I do?

 

BA: Cummins has clear rules about what financial information we make public and how it should be discussed. We also have a responsibility to share material financial information broadly with investors and the financial community.

 

If you are uncertain whether the information requested should be shared publicly or how it should be disclosed, contact the Director- Investor Relations for assistance.

 

Significant Underlying Policies:

Policy for Public Disclosures and Communications with Analysts and Investors

Financial disclosure Policy

Cummins Corporate Communication Policy

 

 We will create a culture where all employees take responsibility for ethical behavior.

 

Our culture is one that encourages employees to take ownership for ethical behavior and to speak up if they have concerns. All employees are required to follow the Code of Business Conduct and to set an example of ethical behavior.

 

Cummins will provide support to employees through a Compliance and Ethics Program that provides training to employees on the Code of Business Conduct and other important areas of compliance.

 

Remember, Cummins has a non-retaliation policy that protects employees who raise concerns in good faith. If you are aware of any conduct that you believe is unethical or inappropriate, you have an obligation to speak up. Concerns can be raised in a number of ways:

 

•  Employees can bring issues to the attention of a supervisor. 
•  Employees can speak to human resources. 
•  Employees can raise issues with a third-party via on-line and telephone reporting systems. Please type “ethics.cummins.com” on your web browser for information about how to report your concerns.

 

If you have a question about whether conduct is appropriate or lawful, you also may contact the Cummins Law Department for assistance. If you do not know who to contact in the Law Department, simply send a Lotus Note to “Law Department” and you will be contacted by the appropriate attorney from your region of the world.

 

Q: An employee who reports to me has come to me with information about a co-worker’s conduct that would clearly violate the Code and Company policy if true. However, she has asked me to keep it to myself for now. What should I do?

 

A: You must take action to make sure the issue is investigated and addressed. The Company, through you, is now aware of the conduct and is responsible for addressing it. If you need assistance on the proper way to address, contact your supervisor, Human Resources or the Law Department.

 

Q: I have some concerns about my department and whether the employees truly understand the Cummins Code of Business Conduct. What should I do?

 

BA: Seek assistance. Contact your supervisor or business or Human Resources leader and ask for more information. The Company will be glad to provide additional training or support to make sure that all employees understand the Code and their responsibilities to comply.

 

Q:  I want to raise a complaint about my supervisor, who is mistreating me, but he is a higher ranking employee than me and I am afraid of the consequences if he finds out that I have complained about him. Will Cummins protect me?

 

A: Yes. Cummins protects all employees who raise concerns in good faith. We prohibit all retaliation and will not allow any employee to be punished for reporting concerns. Cummins will investigate your concerns as confidentially as possible and will take appropriate action.

 

The Role of Leaders

If you are an officer, a director or a manager who supervises others, you have a special responsibility to model the behavior of the Code and make sure it is enforced. If you see actions that might violate the Code – even if they do not affect you in any way – you are required to bring them to the Company’s attention and make sure they are addressed.

 

Significant Underlying Policies:

Employee Non-retaliation Policy

Treatment of Each Other at Work Policy 

 

Living the Code

 

The Cummins Code of Business Conduct has been approved by our senior leadership and the Company’s Board of Directors. The principles embodied in the Code are intended to guide our employees’ treatment of one another, as well as their interaction with customers, suppliers, partners, public officials and other stakeholders.

 

Each of us has a stake in living the Code and in enforcing its rules and principles. In order for the Code to be effective, employees must understand that violations come with consequences – up to and including termination of employment. At the same time, employees must be confident that they can report violations of the Code to the proper individuals within the company without fear of retaliation and that their concerns will be fully investigated in a timely manner.

 

This point cannot be stressed too often: Cummins has a specific policy safeguarding employees against retaliation for reporting suspected violations of the Cummins Code of Business Conduct. Employees also have a variety of vehicles for reporting their concerns, including – where allowed by law – anonymous reporting. (See Resources and Contact Information for details on ethics violations reporting options.)

 

The principles established in the Cummins Code of Business Conduct are meant to stand the test of time, but their application should reflect the current business climate. Toward that end, the Company will seek feedback from employees as part of an annual review, which will be used to update the Code as necessary. Additionally, most salaried employees are required to complete an annual ethics certification to confirm that they are familiar with the Code and have followed it completely.

 

Resources and Contact Information: Corporate Policies:

 

For Corporate policies, click on the “Our Company” tab, then click on the “About Cummins” tab, and finally click on the “Code of Conduct” link on the left hand side. Next go to the link marked “Corporate Policies” on the right hand side for an updated list of all the policies referenced in the Code of Business Conduct. That’s Our Company > About Cummins > Code of Conduct > Corporate Policies.

 

Human Resources: For Human Resources questions, please contact your local Human Resources leader. If you are not able to contact your local Human Resources leader, you can call:

 

Sondra Bolte, Director of Investigations

(U.S. 812-377-5111; sondra.k.bolte@cummins.com) or

 

Jill Cook, Vice President – Human Resources

(U.S. 812-377-8442; jill.e.cook@cummins.com)

 

Corporate Communications: Carole Casto, Executive Director – Corporate Communications

(U.S. 317-610-2480; carole.casto@cummins.com)

 

Internal Audit:

Luther Peters, Vice President – Internal Audit

(U.S. 812-377-4594; luther.peters@cummins.com)

 

 Law Department: Go to mycummins and click on the tab “Tools and Resources.” Then click on the link marked “Legal Services” and then “Contact Information.” You will find names and telephone numbers for the Law Department staff. If you do not know which lawyer you should contact, simply send an email to “Law Department” with your question and you will be contacted by the appropriate lawyer.

 

Or you may contact:

Sharon Barner, Vice President and General Counsel

(U.S. 317-610-4173; sharon.barner@cummins.com), or

 

Mark Sifferlen, Senior Counsel

(U.S. 317-610-2461; mark.sifferlen@cummins.com)

 

Investor Relations:

Mark A. Smith, Executive Director – Investor Relations

(U.S. 812-377-1284; mark.a.smith@cummins.com) 

 

Frequently Asked Questions

 

 How do I find a current copy of the Cummins Code of Business Conduct?

 

Go to MyCummins and click on the “Our Company” tab, then click on the “About Cummins” tab and finally click on the “Code of Conduct” link on the left hand side.

 

How do I contact EthicsPoint to report my concerns?

 

Go to your internet browser and type “ethics.cummins.com” and you will be directed to the EthicsPoint website. There, you will see a list of toll-free numbers for countries around the world that you can call to report your concerns. Or, you can file your report on-line through the website from anywhere in the world. If you wish, you can make your report anonymously.

 

How do I know if the Cummins Code of Business Conduct applies to me?

 

The Cummins Code of Business Conduct applies to all Cummins Inc. employees, officers and directors. The Cummins Code of Business Conduct also applies to all entities wholly owned by Cummins and all entities that Cummins directly manages. However, Cummins also is a partial owner of certain joint ventures and distributors. For these entities not directly controlled by Cummins, this Code may not apply. However, those entities are responsible for creating a set of policies and procedures that ensure that the entity follows the law and the same values as Cummins Inc. Cummins also makes sure that it chooses joint venture partners that share the values embodied in the Cummins Code of Business Conduct.

 

How does Cummins provide training to employees on the Code of Business Conduct?

 

Most salaried employees will receive training through an on-line training course that is automatically provided to employees. Cummins generally provides face to face training to hourly (shop) employees through local management or human resources. If you are interested in additional training on the Code of Business Conduct, please contact human resources or send a Lotus Note to “Law Department” for more information.

 

Where can I find a current copy of the Supplier Code of Conduct?

 

Go to MyCummins and click on the “Our Company” tab, then click on the “About Cummins” tab and then click on the “Code of Conduct” link on the left hand side. You will see a link to “Corporate Policies” on the right hand side. Then scroll down in that section until you find a link for the Supplier Code of Conduct.

 

How do I contact the Cummins Law Department?

 

Go to MyCummins and click on the tab - Tools and Resources. Then click on the link marked “Legal Services” and you will find information including contact information for the Law Department staff. If you do not know which lawyer you should contact, simply send a lotus note to “Law Department” with your question and you will be contacted by the appropriate lawyer.

 

 

I am Cummins.

 

I know what my company stands for. I am ready to carry out its mission of returning value to our customers, shareholders and communities—and to be a good steward of the environment along the way. I bring my own unique perspective to work every day, as do thousands of my colleagues around the world. Together we create a rich diversity of cultures and views. I understand my company’s vision includes all the communities we serve around the globe, not just my own. And I believe my success will contribute to the success of everyone we serve, everywhere. I am Cummins. You can depend on me.

 

Code of Business Conduct

 

Ethics Driven – Every Time Ethics

 

Help-Line 1-800-671-9600 | ethics.cummins.com

For the PDF version of this Code of Conduct, please visit http://www.citigroup.com/citi/investor/data/codeconduct_en.pdf

Dear Citi Colleagues:

 

As we approach our 200th anniversary, it is an appropriate time for us to examine how we do business and ensure we are living up to the highest standards of behavior. In everything we do, we must ensure that we are acting in the best long-term interests of our clients, our communities and for Citi. Citi has clearly articulated the principles that have guided us for the past 200 years and will continue to guide our values as we move forward. These principles are:

•  Common Purpose — One team, with one goal: serving our clients and stakeholders. 
•  Responsible Finance — Conduct that is transparent, prudent and dependable. 
•  Ingenuity — Enhancing our clients’ lives through innovation that harnesses the breadth and depth of our information, global network and world-class products. 
•  Leadership — Talented people with the best training who thrive in a diverse meritocracy that demands excellence, initiative and courage. 

 

Citi’s Code of Conduct fully embodies these principles and outlines Citi’s values and standards of behavior. We should all use the Code in our daily work as it enables us to follow these principles, make good choices and act with the highest integrity in everything we do. Integrity must always be the cornerstone of our business operations and the starting point of all our decisions and actions.

 

Our reputation for excellence is a key competitive advantage and we must never do anything to put that reputation at risk. Consistently demonstrating common purpose, responsible finance, ingenuity and leadership will continue to make Citi a great institution for the next 200 years and beyond. I look forward to that journey and thank you for your continued commitment to Citi.

 

Vikram S. Pandit

Chief Executive Officer

 

For New Hires Only:

I acknowledge that I have read the Citi Code of Conduct and understand my obligations as an employee to comply with the principles, policies and laws outlined in the Code of Conduct, including any amendments made by Citi. I understand that a current copy of the Code of Conduct is posted on Citi’s website.

 

www.citigroup.com/citi/corporategovernance/codeconduct.htm

 

I understand that my agreement to comply with the Code of Conduct neither constitutes nor should be construed to constitute either a contract of employment for a definite term or a guarantee of continued employment.

 

Please sign here: __________________________________ Date: ____________________________________

Please print your name: ____________________________ GEID Number: ____________________________

 

This signed and completed form must be returned within 30 days of receiving this booklet to your Human Resources representative. Failure to do so will not affect the applicability of this Code of Conduct or any of its provisions to you.

 

Table of Contents

 

Introduction ............................................................................. 2

Raising Ethical Issues ............................................................4

Contacting the Citi Ethics Hotline......................................5

How We Do Business..............................................................6

• Escalation of Business Concerns...............................6

• Fair and Free Markets...................................................6

• Protecting Citi Assets...................................................6

• Anti-Bribery and Corruption.......................................6

• Anti-Money Laundering (“AML”) Compliance ........ 7

• Suspicious Activity Reporting.................................... 7

• Embargoes and Sanctions...........................................8

• Anti-Boycott Laws .........................................................8

• Antitrust and Fair Competition..................................8

• Tied Business Dealings.................................................8

• Privacy and Security of Client Information ............9

• Fair Treatment................................................................9

• Fiduciary Duties.............................................................9

• Supplier Relationships .................................................9

• Commitment to the Environment ............................10

• Continuity of Business.................................................10

• Financial and Tax Reporting ......................................10

 

Our Conduct in the Workplace ...........................................11

• Privacy for Citi’s Workforce ........................................11

• Fair Employment Practices and Diversity ...............11

• Discrimination and Harassment ................................11

• Safety in the Workplace..............................................12

• Drug-Free Workplace...................................................12

• Communications, Equipment, Systems and Services...................................................................12

•Safeguarding Personal, Proprietary and Confidential Information ............................................12

• Expense Management.................................................13

• Media Interaction and Public Appearances ...........14

• Use of Citi Name, Facilities or Relationships .........14

• Information and Records Creation and Management..................................................................14

• Insider Trading ..............................................................15

• Information Barriers....................................................15

• Personal Investments in Citi and Other Securities............................................................15

• Investigations ................................................................16

• Required Employee Reporting..................................16

• Undertaking to Repay Legal Expenses ...................16

• Compensation Plans, Programs and Arrangements .......................................................17

 

Conflicts of Interest...............................................................18

• Gifts and Entertainment.............................................18

— Accepting Gifts and Entertainment.....................18

— Giving Gifts and Providing Entertainment.........18

• Political Activities and Contributions......................19

• Charitable Contributions ............................................19

• Outside Business Activities.......................................20

• Corporate Opportunities ...........................................20

• Related-Party Business Dealings.............................20

• Personal Business Dealings .......................................21

 

Conclusion...............................................................................21

 

Useful Addresses and Telephone Numbers ...................22

 

Citi Statement on Human Rights......................................23 

 

Introduction

 

Acting with professional integrity is what defines us as employees and representatives of Citi. We must always demonstrate our commitment to the highest standards of ethics and professional behavior. We ask you to use this Code to help make the right decisions and to raise any concerns or questions you may have, either through the Citi Ethics Hotline or one of the other contacts listed throughout the Code.

 

How We Do Business

We strive to create the best outcomes for our clients with financial solutions that are simple, creative and responsible. Through ingenuity, we enhance our clients’ lives by harnessing the breadth and depth of our information, global network and world class products. We must respect the local culture and take an active role in the communities where we work and live. We must display conduct that is transparent, prudent and dependable in order to honor and uphold the Citi legacy that has been entrusted to us for over 200 years.

 

Our Conduct in the Workplace

We aspire to be a meritocracy composed of talented people who consistently demonstrate excellence, initiative and courage. Therefore, we must provide our people with the best opportunities to realize their potential and champion our remarkable diversity. At all times, we must treat our teammates with respect, share the responsibility for our successes and accept accountability for our failures.

 

Conflicts of Interest

We must put Citi’s long-term interests ahead of short-term gains and provide superior results for our stakeholders. We, as Citi employees or other representatives of Citi, are expected to act in accordance with the highest standards of personal and professional integrity and to comply with all applicable laws, regulations and Citi policies, standards and guidelines. We must never compromise that integrity, either for personal benefit or for Citi’s purported benefit. In accepting a position or assignment with Citi, each of us is accountable for our own behavior, including compliance with the law, with this Code of Conduct, with Citi’s policies and with the policies and procedures of our respective businesses and legal entities.

 

This Code provides an overview of Citi’s key policies. Your particular business and legal entity may also have its own policies which you must follow. Banks, broker-dealers and other licensed entities in particular are subject to specific regulations and limitations upon their scope of activity. These limitations are reflected in their specific policies. If such policies differ from Citi policies governing the same topic, the more restrictive policy will prevail. It is your responsibility to become familiar with and adhere to these policies and any supplemental policies and procedures to which your business and legal entity is subject. A brief overview of Citi’s legal entities is available at http://www.citigroup.net/ functionallearning/LegalEntitySupport/.

 

If you have questions or concerns about how this Code or Citi’s policies apply to you, you should discuss them with your manager, your internal legal counsel, your Compliance Officer or your Human Resources representative. If there appears to be a conflict between this Code and local laws, or if you have questions regarding the interpretation of applicable laws, you should contact your internal legal counsel. As a general matter, when there is a difference between Citi policies that apply to you, or between the jurisdictions in which you conduct business, the more restrictive requirement will prevail.

 

Failure to observe the policies set forth in this Code, Citi’s policies and/or the policies and procedures applicable to your business and legal entity may result in disciplinary action, up to and including immediate termination of employment or other relationship with Citi. Furthermore, violations of this Code may also be violations of the law and may result in civil or criminal penalties for you, your managers and/or Citi.

 

For more information on Citi’s policies, see the Citi Policy Directory at www.citigroup.net/policydirectory and the employee handbook that applies to you.

 

This Code has been adopted by the Board of Directors and applies to every director, officer and employee of Citigroup Inc. (“Citi” or the “Company”) and its consolidated subsidiaries, including Citibank, N.A.

 

 All employees, directors and officers are required to review and comply with this Code. In addition, other persons performing services for the Company may be subject to this Code by contract or other agreement

 

To the extent that waivers or exemptions are available from Citi policies, these are detailed in the specific policy, together with the waiver process. For other provisions, waivers may be granted only by the General Counsel or the Chief Compliance Officer. Any waiver of this Code for executive officers or directors may be made only by a documented decision of the Board of Directors or a Board committee, and must be disclosed promptly.

 

 

This Code of Conduct neither constitutes nor should be construed to constitute a contract of employment for a definite term or a guarantee of continued employment.

 

This Code is available in multiple languages at www.citigroup.com/citi/corporategovernance/ codeconduct.htm.

 

Raising Ethical Issues

 

 Compliance with the highest ethical standards is a critical element of your responsibilities. Citi strongly encourages you to raise concerns or questions regarding ethics, discrimination or harassment matters, and to report suspected violations of these and other applicable laws, regulations and policies. Early identification and resolution of these issues is critical to maintaining Citi’s strong relationships with its clients, employees and stakeholders.

 

The Code of Conduct provides an overview of the key policies of which you need to be aware. In addition, you must also be aware of the detailed policies, procedures and regulations specific to your business, position and legal entity. The Code cannot anticipate every issue you may encounter. Situations in the workplace may arise where the proper course of action may not be clear or where you feel uncomfortable. When faced with this type of dilemma, and before taking action, ask yourself:

 

•  Does something feel wrong about this situation? 
•  Would my action be consistent with this Code, applicable policies and laws? 
•  How might my decision impact others? 
•  Would my action or failure to act result in even the appearance of impropriety? 
•  What might be the consequences of my action or inaction? 

 

You should use your judgment and common sense; if something seems unethical or improper to you, it may very well be. If you have any questions regarding the best course of action in a particular situation, or if you reasonably suspect or become aware of a possible violation of a law, regulation, Citi policy or ethical standard, you should promptly contact any of the following:

•  The appointed person under any applicable local disclosure procedure 
•  The policy owner or the contact person named on the policy document 
•  Your manager or another member of management 
•  Your Human Resources representative 
•  Your internal legal counsel 
•  Your Compliance Officer 
•  An employee hotline established by your business for this purpose (and typically found in an employee handbook or similar publication) 
•  Internal Audit (IA) 
•  Citi Security and Investigative Services (CSIS) 
•  The Citi Board of Directors, through the Citi Corporate Secretary 

 If you are uncomfortable about raising your concerns with the contacts listed, you may contact the Citi Ethics Office, located in the U.S. The Citi Ethics Office may be reached by:

•  Calling the Citi Ethics Hotline, a toll-free number (available 24 hours per day, seven days per week in multiple languages) at:

 — 866 ETHIC 99 (866-384-4299)

— Or dial your country access code and 866-384-4299

— Or 212-559-5842 (direct or collect)

•  E-mailing ethicsconcern@citi.com 
•  Mailing to: 

Citi Ethics Office

1 Court Square,

47th Floor Long Island City,

NY 11101

USA 

•  Website submission at: www.citigroup.com/citi/ corporategovernance/ethicsconcern.htm 
•  Faxing to 212-793-1347 

 

All contacts and investigations are treated as confidentially as possible, consistent with the need to investigate and address the matter, and subject to applicable laws and regulations. Citi encourages you to communicate your concerns openly.

 

Complaints may be made anonymously to the extent permitted by applicable laws and regulations. However, please be advised that if you do choose to remain anonymous, we may be unable to obtain the additional information needed to investigate or address your concern.

 

As part of any investigation, we respect the rights that are afforded under applicable laws and regulations to all parties related to the matter. Citi prohibits retaliatory actions against anyone for raising concerns or questions in good faith regarding ethics, discrimination or harassment matters, or who reports suspected violations of other applicable laws, regulations or policies, or who participates in a subsequent investigation of such concerns.

 

Further contact information is provided at the back of this Code. If you raise an ethical issue and you do not believe the issue has been addressed, you should raise it with another of the contacts listed.

 

For a complete list of Country Access Codes for the Ethics Hotline, see the Ethics Hotline website at www. citigroup.net/ethicshotline.

 

Employee Criminal Wrongdoing or Fraud You are expected to immediately report any suspected or attempted fraud, unexplained disappearance of funds or securities, or other suspected criminal activity, as outlined in the Citi Fraud Management Policy and Referral Standards, available at www.citigroup.net/policydirectory. You may do so by contacting any of the persons listed on page 4 of this Code, including Citi Security and Investigative Services (CSIS).

 

You should also immediately report any threats or acts of violence in the workplace as indicated in Citi’s Security and Fire Safety Policy available at www. citigroup.net/policydirectory.

 

You may call the CSIS Hotline toll-free in the U.S. at 800-349-9714 or direct or collect at 718-248-1253 or e-mail csis@citigroup.com.

 

How We Do Business

 

Escalation of Business Concerns

It is critical to our franchise and to Citi’s reputation that we exercise appropriate judgment and common sense in every action we take, and that we consider all aspects of the potential impact of transactions in which we engage. It is your responsibility to escalate any concerns regarding potential franchise or reputation risks to your manager, internal legal counsel, Compliance Officer or independent risk management.

 

Citi’s Business Practices Committees, at the corporate level and in each of its businesses, review business activities, sales practices, products, potential conflicts of interest and other reputational concerns, providing guidance to ensure that Citi’s business practices meet the highest standards of ethics, integrity and professional behavior. These committees, composed of our most senior executives, focus on reputational risk while our businesses ensure that our policies are adhered to and emphasize our commitment to the principles of responsible finance and protecting the franchise.

 

Fair and Free Markets

Citi is committed to promoting free and competitive markets. Citi will not tolerate any attempt by a Citi representative to manipulate or tamper with the markets or the prices of securities, options, futures or other financial instruments. Citi’s goal is to ensure candor and honesty in all its dealings, including those with any U.S. or non-U.S. federal, state or local governmental body, any self-regulatory organization of which Citi or any of its affiliates is a member, and the public.

 

Protecting Citi Assets

You are responsible for safeguarding the tangible and intangible assets of Citi and our clients, suppliers and distributors that are under your control. Citi assets may be used only for approved purposes. Assets include cash, securities, physical property, services, business plans, client and employee information, supplier information, distributor information, intellectual property (computer programs, models and other items) and all other personal, proprietary and confidential information.

 

Before commencing employment with Citi, you should disclose to your manager the existence of rights or interests you have in any invention or technology which may relate to your employment with Citi and you may be asked to assign such rights to Citi. Likewise, you are required to disclose and assign to Citi all interests in any invention, creation, improvement, discovery, know-how, design, copyright work or work of authorship made or conceived by you or a group including you that arises out of, or in connection or relationship with, your employment or assignment with Citi. You are also required to assist Citi with any effort to perfect such assignment or to secure appropriate intellectual property protection for any of the foregoing. If your relationship with Citi terminates for any reason, all rights to property and information generated or obtained as part of your relationship will remain the exclusive property of Citi.

 

Misappropriation or unauthorized disclosure of Citi assets is a breach of your duty to Citi and may constitute an act of fraud against the Company. Similarly, carelessness, waste or unauthorized use in regard to Citi assets is also a breach of your duty to the Company.

 

For more information, see the Citi Fraud Management Policy and Referral Standards at www.citigroup.net/policydirectory.

 

Anti-Bribery and Corruption

Virtually all countries prohibit bribery of public officials. All Citi businesses are subject to the antibribery laws of the countries in which Citi operates as well as to the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”). The new UK Bribery Act also has extraterritorial effect beyond the United Kingdom.

 

To ensure compliance with these and other laws, the Citi Anti-Bribery and Corruption Policy prohibits any improper payment, or promise of payment, or the provision of anything of value to foreign officials (including but not limited to any person employed by or representing a foreign government, officials of a foreign political party, officials of public international organizations, candidates for foreign office and employees of state-owned enterprises) for the purpose of obtaining or retaining business or influencing official action. In addition to offering or giving payments, gifts or entertainment to a government official or to a family member of a government official, offering employment  opportunities to a government official or a family member of an official may also violate anti-bribery laws.

 

Under no circumstances may you offer, promise or grant anything of value to a government official, or to any person, or members of their family, or to a third party or charitable organization suggested by the recipient, for the purpose of influencing the recipient to take or refrain from taking any official action, or to induce the recipient to conduct business with Citi. Payments made indirectly through an attorney, consultant, broker, contractor or other third party are subject to exactly the same restrictions and it is your obligation to understand what such a party is doing on your behalf.

 

To ensure compliance with both local laws and the FCPA, it is your responsibility to comply with all Citi pre-approval and reporting requirements.

 

For more information, see the Citi Anti-Bribery and Corruption Policy, the Policy on Legislative Lobbying and Corporate Political Contributions Involving Non-U.S. Government Officials and the Citi Expense Management Policy, each of which can be found at www.citigroup.net/policydirectory.

 

Anti-Money Laundering (“AML”) Compliance

Money laundering is a global problem with potentially devastating consequences. Money laundering is defined as the process of converting illegal proceeds so that funds are made to appear legitimate and thereby enter the stream of commerce. It is not limited to cash transactions but can include monetary instruments and other proceeds of illicit activity.

 

Citi and its employees must act diligently to prevent our products and services from being used to further money laundering and to detect suspicious activity in accordance with relevant laws and regulations. Toward that end, Global AML Compliance, with its partners in Operations & Technology, Legal, Risk and the businesses, have established standards to protect Citi from being used to launder the proceeds of illicit activity. Further, Citi continues to participate in adopting and promoting global AML industry principles to identify the role that financial institutions can and should play in preventing money laundering and the financing of terrorism.

 

The Citi Global AML Policy requires that Citi businesses develop and implement effective AML programs to comply with applicable laws and to protect Citi from being used for money laundering. These programs emphasize the importance of understanding who Citi is dealing with (“Know Your Customer”), the identification of parties involved in transactions, as well as the monitoring of certain activity and transactions to look for any unusual activity.

 

There are other concepts with which Citi employees must be familiar and you should become familiar with and must follow the Citi Global AML Policy and your business and legal entity’s specific AML Program and procedures, including those requiring appropriate diligence for accepting client relationships and, where applicable, individual transactions. No client relationship is worth compromising our commitment to combating money laundering, terrorist financing and other crimes. Citi is committed to cooperating with these efforts to the fullest extent permitted by law.

 

Suspicious Activity Reporting

In the U.S. and most countries, financial institutions, through their employees, are required to identify and report to government authorities any suspicious accounts or transactions that may be related to possible violations of law, including money laundering, terrorist financing, insider trading and insider abuse, fraud and misappropriation of funds, among others. Citi requires all its businesses to implement procedures to monitor for suspicious activity with regard to accounts and transactions so that, when required, the suspicious activity can be reported to the appropriate government authorities. You are responsible for understanding and following the AML and reporting procedures adopted in your business and legal entity. This is of particular importance if you deal with clients, transactions or financial records. If you are unclear as to your responsibilities, contact the AML Compliance Officer for your business.

 

Questions regarding Citi’s AML and anti-terrorist financing efforts may be directed to Global AML Compliance, to your internal legal counsel or to your Compliance Officer.

 

For more information, see the Citi Global AntiMoney Laundering Policy at www.citigroup.net/ policydirectory.

 

 Embargoes and Sanctions

Citi complies fully with U.S. economic sanctions and embargoes restricting U.S. persons, corporations and, in some cases, foreign subsidiaries from doing business with certain countries, groups and individuals, including organizations associated with terrorist activity and narcotics trafficking. Unless expressly permitted by the U.S. Treasury Department’s Office of Foreign Assets Control, economic sanctions prohibit doing business of any kind with targeted governments and organizations, as well as individuals and entities that act on their behalf. Sanction prohibitions also may restrict investment in a targeted country, as well as trading in goods, technology and services (including financial services) with a targeted country. U.S. persons may not approve or facilitate transactions by a third party that the U.S. person could not do directly.

 

Citi businesses may be subject to sanctions imposed under the local law of the country in which they are located. In addition, the implementation of sanctions mandated by the United Nations or the European Union may also impose restrictions on Citi.

 

You are responsible for understanding and abiding by Citi policy in the countries in which you are located, as well as U.S. law. If a conflict exists between local law and U.S. law, you should alert both your internal legal counsel and your Compliance Officer.

 

For more information on U.S. economic sanctions and trade embargoes, see the Citi Sanctions Screening Policy and Standards at www.citigroup. net/policydirectory.

 

Anti-Boycott Laws

U.S. law prohibits U.S. persons from taking actions or entering into agreements that have the effect of furthering any unsanctioned boycott of a country that is friendly to the U.S. This prohibition applies to persons located in the U.S. (including individuals and companies), U.S. citizens and permanent residents anywhere in the world, and many activities of U.S. subsidiaries abroad.

 

In general, these laws prohibit the following actions (and agreements to take such actions) that could further any boycott not approved by the U.S.: (1) refusing to do business with other persons or companies (because of their nationality, for example); (2) discriminating in employment practices; (3) furnishing information on the race, religion, gender or national origin of any U.S. person; (4) furnishing information about any person’s affiliations or business relationships with a boycotted country or with any person believed to be blacklisted by a boycotting country; or (5) utilizing letters of credit that contain prohibited boycott provisions. Citi is required to report any request to take action, or any attempt to reach agreement on such action, that would violate these prohibitions. You should also be alert to the fact that boycott-related requests can be subtle and indirect.

 

For more information on Anti-Boycott legal guidance and compliance, see the manual at http://www. citigroup.net/legal/policies/docs/anti_boycotlegal.pdf.

 

Antitrust and Fair Competition

In many countries, Citi is subject to complex laws designed to preserve competition among enterprises and to protect consumers from unfair business arrangements and practices. You are expected to be aware of and comply with these laws at all times.

 

Situations that create the potential for unlawful anticompetitive conduct should be avoided. These include:

•  Proposals from competitors to share price or other competitive marketing information or to allocate markets or clients; 
•  Attempts by clients or potential clients to preclude Citi from doing business with, or contracting with, another client; 
•  Discussions at industry trade association meetings on competitively sensitive topics, such as prices, pricing policies, costs and marketing strategies. 

 

If a competitor or a client tries to discuss subjects with you that raise concerns about anti-competitive conduct, you should refuse to do so and ask the person to stop immediately. If necessary, you should leave or otherwise terminate the conversation and promptly report the matter to your internal legal counsel or to the Corporate Law Department.

 

Tied Business Dealings

Communicating to a client that the price or availability of a Citi product or service is predicated upon the client agreeing to purchase from, or provide to, Citi another product or service (“tying”) is unlawful in certain instances. To comply with the tying laws and any applicable business polices or procedures, you should consult your internal legal counsel, bank regulatory legal counsel or Compliance Officer for advice.

 

For more information, see the Citi Anti-Tying Policy at www.citigroup.net/policydirectory.

 

Privacy and Security of Client Information

Citi is committed to protecting personal and confidential information about our clients and using it appropriately. We collect, maintain and use our clients’ personal information in a manner that allows us to provide them with choices and options for products and services to better meet their financial needs and objectives. To this end, we strive to maintain appropriate systems and technology and accordingly, to train staff with access to such information. When we use other companies to provide services for us, we require them to protect the personal and confidential information they receive.

 

Citi must follow the many laws and regulations directed toward privacy and information security. We also adhere to Citi’s own high security standards, including, but not limited to, the Citi Information Technology Management Policy and Standards and the Citi Information Security Standards, each of which can be found at www.citigroup.net/ policydirectory.

 

You must safeguard all personal and confidential information about our clients by ensuring that client information is used only for authorized purposes relating to your job, only shared with authorized persons and organizations, and is properly and securely maintained.

 

Many countries have data protection and privacy laws that affect the collection, use, storage and transfer of personal and confidential client information. This is a rapidly changing area of law, and you should consult your internal legal counsel or Compliance Officer with any questions regarding appropriate uses of client information.

 

Fair Treatment

Citi is committed to dealing fairly with its clients, suppliers, competitors and employees. No person acting on behalf of Citi may take unfair advantage of anyone through manipulation, concealment, abuse of confidential information, misrepresentation of material facts or other unfair dealings or practices. Citi is also committed to providing fair access to credit and to making credit decisions based on objective criteria. In addition, Citi follows the laws and regulations in a growing number of countries regarding “fair lending” or “fair access” that specifically prohibit discrimination against prospective or actual clients on the basis of race, sex, religion or other non-risk factors.

 

For more information, see the Citi U.S. Fair Lending Policy at www.citigroup.net/policydirectory.

 

Fiduciary Duties

Citi acts as a fiduciary in certain investment advisory and other client relationships. You should determine when fiduciary duties arise and keep in mind that a fiduciary has a legal duty to act in the best interests of its clients by putting its clients’ interests ahead of its own interests or the interests of its affiliates or employees. A fiduciary also has the duty to act prudently, treat clients fairly, maintain the confidentiality of client information, protect fiduciary assets and provide comprehensive disclosures. This duty includes informing clients of any conflicts of interest or, if legally required, avoiding such conflicts entirely.

 

For more information, see the Citi Fiduciary Policy at www.citigroup.net/policydirectory.

 

Supplier Relationships

To make the best use of Citi’s assets and to leverage our buying power with the goal of delivering value to our clients and stakeholders, Citi purchases all goods and services on the basis of price, quality, availability, terms and service. All businesses must comply with the Citi Supplier Selection and Management Policy. Contracts for the provision of goods and/or services must be entered into through Citi Procurement Services. When Citi deals with other Citi businesses or clients, such transactions must be consistent with arm’s-length market terms and applicable law. Specific laws apply to transactions involving bank affiliates.

 

Citi affirmatively encourages engaging the services of women and minority suppliers pursuant to the Citi Supplier Diversity Program. Suppliers must adhere to all applicable laws, this Code of Conduct and Citi policies and agree to keep any relationship with Citi confidential unless disclosure has been approved and authorized by Citi. Suppliers are encouraged to communicate and adhere to the ethical, social and environmental guidelines set forth in the Citi Statement of Supplier 10 Principles within their organizations and throughout their extended supply chain. These relationships may be subject to other restrictions or disclosure obligations under securities or other laws.

 

If you are responsible for a supplier or client relationship, you must never lead a supplier or client to believe that they can inappropriately influence any procurement decisions at Citi. In connection with offering or pitching business to a supplier or client, you may not offer any “quid pro quo” or suggest that any business or service may be withdrawn or awarded in return for other business. Real or perceived conflicts of interest in the procurement process should be avoided in the first instance, and where unavoidable or inadvertent, promptly disclosed.

 

Information pertaining to Citi’s procurement of goods and services is subject to Company policies regarding proprietary and confidential information. It can be shared internally only with others who have been designated by authorized personnel, and should not be communicated outside Citi except as authorized. Any communication of information regarding suppliers must comply with local governmental rules.

 

For more information, see the Citi Supplier Selection and Management Policy at www.citigroup.net/ policydirectory and the Citi Statement of Supplier Principles at http://www.citigroup.com/citi/ procurement/statement.htm.

 

Commitment to the Environment

Most countries have laws and regulations relating to environmental protection. In addition, Citi has taken a proactive leadership role in running its businesses in an environmentally and socially responsible manner, and in working closely with our clients to assess and manage environmental and social risks associated with our investments. We led development of and adopted the Equator Principles, a financial industry set of environmental and social guidelines for financing and advising on infrastructure project financing. Under our comprehensive Environmental and Social Risk Management (“ESRM”) Policy, we follow a similar review and approval process for corporate financing transactions where use of proceeds is known in order to appropriately manage risk. Citi’s environmental initiatives also include efforts to green our own footprint through green building and energy efficiency initiatives, and a Citi-wide, ten-year, USD 50 billion initiative to invest in and finance climate change solutions.

 

For more information about Citi’s environmental sustainability initiatives, see the Citizenship Report at http://citizenship.citigroup.com/citi/citizen/.

 

You are expected to support these policies and initiatives and implement those applicable to your business. Environmental and social risks or opportunities that may arise out of our operations should be identified and managed in accordance with applicable laws, regulations and Citi policy. Questions regarding environmental concerns or policy applicability should be directed to your Business Risk Department, Corporate Sustainability unit, the ESRM unit or your internal legal counsel, as appropriate.

 

For more information, see the Environmental and Social Risk Management Policy (ESRM) at http:// www.citigroup.net/gcib/riskmanagement/data/ icgriskmanual/rulesprocedures/environmental_ social_risk.pdf.

 

Continuity of Business

Citi maintains continuity of business plans to minimize financial losses and respond to market and clients’ needs when a blackout, fire or other manmade or natural disaster, crisis, disruption or emergency occurs. Citi must be prepared to respond to any event that may affect normal business operations. You should know the name of your business recovery coordinator and be familiar with the crisis management procedures for your business and how they apply to you.

 

For more information, see the Citi Continuity of Business Policy at www.citigroup.net/policydirectory.

 

Financial and Tax Reporting

Financial statements must always be prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, Citi’s financial condition and results.

 

Citi is also committed to accuracy in tax-related records, and to tax reporting in compliance with the overall intent and letter of applicable laws.

 

In addition to this Code, Citi’s financial professionals are bound by the Code of Ethics for Financial Professionals, which can be found at http://www. citigroup.com/citi/investor/data/codeofethics. pdf?ieNocache=811.

 

Our Conduct in the Workplace

 

Privacy for Citi‘s Workforce

Citi seeks to protect the personal and confidential information it collects, uses and maintains about its workers, including medical information. Such information must not be shared or discussed outside of Citi, except where permitted or required by applicable law or regulation, or pursuant to a subpoena or order issued by a court of competent jurisdiction, or requested by a judicial, regulatory, administrative or legislative body. You must comply with all Citi policies and guidelines relating to security and privacy of personal and confidential information, and ensure that such information is only shared with authorized individuals. Responses to requests for such information may be provided only as permitted by applicable Citi policy, law or regulation.

 

Workforce guidelines for privacy and security cover Citi employees as well as other individuals whose information is provided to Citi within the context of the working relationship. When we use other companies to provide services for us, we require them to protect the personal and confidential information they receive about our workforce.

 

We may process information about our workforce globally, including in locations other than the workplace. In doing this, we follow applicable law in connection with collecting, sending, storing and using such information.

 

Fair Employment Practices and Diversity

Citi believes that diversity in our staff is critical to our success as a global organization, and we seek to recruit, develop and retain the most talented people from a diverse candidate pool. Advancement at Citi is based on merit. We are fully committed to equal employment opportunity and compliance with the letter and spirit of the full range of laws regarding fair employment practices and nondiscrimination.

 

Discrimination and Harassment

Citi promotes a work environment where diversity is embraced and where our differences are valued and respected. We prohibit discrimination, harassment or intimidation that is unlawful or otherwise violates our policies, whether committed by or against a manager, co-worker, client, supplier or visitor.

 

Discrimination and harassment, whether based on a person’s race, sex, gender, gender identity or expression, color, creed, religion, national origin, nationality, citizenship, age, disability, genetic information, marital status (including domestic partnerships and civil unions as defined and recognized by applicable law), sexual orientation, culture, ancestry, veteran’s status, socioeconomic status, or other legally protected personal characteristic, are repugnant and completely inconsistent with our tradition of providing a respectful, professional and dignified workplace. Retaliation against individuals for raising claims of discrimination or harassment is also prohibited.

 

If you believe that you are being subjected to discrimination or harassment, or if you observe or receive a complaint regarding such behavior, you should report it to your manager or senior business manager, to your Human Resources representative, or to the Citi Ethics Hotline or employee hotline telephone number established by your business (see contact information at the end of this Code).

 

Citi will promptly investigate allegations of harassment or discrimination and will take appropriate corrective action to the fullest extent permitted by local law.

 

Citi will not tolerate the use of its communications, equipment, systems and services, including e-mail services and/or intranet/Internet services, to create a hostile or offensive work environment based on a person’s race, sex, gender, gender identity or expression, color, creed, religion, national origin, nationality, citizenship, age, disability, genetic information, marital status (including domestic partnerships and civil unions as defined and recognized by applicable law), sexual orientation, culture, ancestry, veteran’s status, socioeconomic status or other legally protected personal characteristic. This includes downloading, transmitting, viewing or exchanging “jokes,” pictures, stories, videos or other communications or content that are threatening, harassing, demeaning or offensive to any individual or group or otherwise inappropriate. If you receive an inappropriate e-mail from another employee, you should report it immediately, just as you would any other violation of policy that you observe. If you receive an inappropriate e-mail from an external source, you should delete it immediately and advise the sender not to forward you similar e-mails in the future. Do not forward any inappropriate e-mail to any employee, other than your Human Resources officer or Business Information Security Officer (“BISO”) for purposes of reporting. In addition, do not forward any inappropriate e-mail to any external address, including to your home computer.

 

You must never use Citi systems to initiate, download, view, transmit or exchange electronic images or text of a sexual nature or containing ethnic slurs, racial epithets or any other material of a harassing, offensive or lewd nature.

 

Safety in the Workplace

The safety and security of our workplace is a primary concern of Citi. Each of us must comply with applicable health and safety policies. Threats or acts of violence in the workplace will not be tolerated and should be reported immediately. We maintain compliance with local and international laws, and internal guidelines have been developed to help maintain secure and healthy work surroundings. Questions about these laws and guidelines should be directed to your manager, Human Resources representative or CSIS.

 

For more information, see the Citi Security and Fire Safety Policy at www.citigroup.net/policydirectory.

 

Drug-Free Workplace

Citi must maintain a healthy and productive work environment. Misusing controlled substances or selling, manufacturing, distributing, possessing, using or being under the influence of illegal drugs or other substance abuse which renders you unfit for duty is prohibited in the workplace or while performing work-related duties.

 

Communications, Equipment, Systems and Services

Citi’s equipment, systems and services, including but not limited to computers, telephones, voicemail, laptops, BlackBerries, PDAs, facsimile (fax services), mail room service, intranet, Internet access, e-mail, SMS (text) messaging, instant messaging and other electronic communication tools, devices, data links, and data services for on-site, mobile or remote use are provided for business purposes and to enable you to perform tasks related to your job. Accordingly, to the extent permitted by applicable laws and regulations, Citi may monitor and record your use of its equipment, systems and services at any time.

 

Therefore, you should not have any expectation of personal privacy when you use Citi’s equipment, systems and services.

 

You may not use Citi’s equipment, systems and services for any inappropriate or unauthorized purpose or in a manner that would violate applicable law, regulation or Citi’s policies, standards or guidelines. Further, Citi will not tolerate the use of its equipment, systems or services in a manner that could be embarrassing or harmful to Citi or detrimental to its reputation or interests. Personal use of Citi’s equipment and services, where and to the extent permitted, must be kept to a minimum and must also comply with Citi policies, standards and guidelines as well as applicable law or regulation. Use of the intranet/Internet must be in compliance with all applicable laws and regulations and the terms of use of Citi sites and any third-party sites accessed. Citi’s intranet/Internet servers may not be used for the unauthorized downloading or use of any copyrighted or unlicensed material. This includes the downloading of music and the unauthorized downloading of unlicensed software, copyrighted images, video or printed material. The Internet may not be accessed from a Citi server to view, download, store, transmit or post illegal, harassing, demeaning, offensive or inappropriate material, or for any other purpose which conflicts with Citi’s policies, standards and guidelines on unlawful discrimination and harassment.

 

Copying, selling, using or distributing information, software and other forms of intellectual property in violation of intellectual property laws or license agreements is prohibited.

 

Safeguarding Personal, Proprietary and Confidential Information

While working for Citi and after you cease your employment or association with Citi, you have an obligation to safeguard personal, proprietary and confidential information that you obtain or create in connection with your activities for the Company, regardless of its form.

 

You may not bring to Citi proprietary or confidential information of any former employer, or use such information to aid the business of Citi, without the prior consent of your former employer and unless permitted by applicable law or regulation.

 

You must not disclose personal, proprietary or confidential information about any client, supplier, distributor or Citi’s workforce to any unauthorized  person (including other Citi employees). Your obligation to safeguard such information includes, but is not limited to, protecting it from misuse, using it only for the performance of your assigned job duties and not using such information or permitting such information to be used for unauthorized purposes. Such information must not be shared or discussed outside Citi, except where permitted or required by applicable law or regulation, or pursuant to a subpoena or order issued by a court of competent jurisdiction or requested by a judicial, administrative or legislative body.

 

Examples of such information include, but are not limited to: any system, information or process that gives Citi an opportunity to obtain an advantage over our competitors; nonpublic information about Citi’s operations, results, strategies and projections; nonpublic information about Citi’s business plans, business processes, as well as nonpublic information about Citi’s workforce, supplier, client and distributor relationships; personal and confidential information relating to individuals, including clients, Citi’s workforce and suppliers; nonpublic information about Citi’s technology, systems and proprietary products; and information subject to regulatory or contractual restrictions.

 

You must take precautionary measures to prevent unauthorized disclosure of such information. You should also take steps to ensure that businessrelated documents are produced, copied, faxed, transmitted, transported, filed, stored and disposed of by means designed to prevent unauthorized access to such information. You should also ensure that access to work areas and computers is properly controlled in accordance with Citi’s Information Security Standards. You should not discuss sensitive matters or proprietary or confidential information in public places such as elevators, hallways, restaurants, restrooms and public transportation, or on the Internet or any other electronic media (including blogs and social networking sites). You should also be cautious when using mobile phones or other communication devices or messaging services. Great care should be exercised when discussing such information in open workplace areas, such as cubicles or on speaker phones.

 

Your obligation to safeguard personal, proprietary and confidential information that you obtain or create in connection with your activities for the Company extends to all situations in which you may use such information, including when you are away from work or working remotely.

 

In addition, once your employment or association with Citi ends, you must return all means of access to Citi information and return copies of such information to Citi, as well as return all Citi property, including but not limited to all ID cards, keys, telephone cards, credit cards, laptops, One Time Password (OTP) tokens (e.g., SafeWord cards), cellular phones, PDAs, BlackBerries, fax machines and any other means of accessing such information.

 

Further, you may not forward such information to your home computer, your personal e-mail address, or to any third-party service provider or server or other non-Citi website, or engage in any other unauthorized use, misappropriation or disclosure of such information in anticipation of your resignation or termination of employment.

 

You are also responsible for ensuring that you are in compliance with all Citi policies and guidelines relating to the safeguarding of personal, proprietary and confidential information, including but not limited to the Citi Policy on Confidentiality of Information, the Citi Information Security Standards, the Citi Records Management Policy and the Citi Social Media Policy and Guidelines, each of which can be found at www.citigroup.net/policydirectory.

 

Expense Management

Expense-related decisions must be made in furtherance of the Company’s strategic objectives, keeping in mind the best interests of all stakeholders. Citi has adopted policies for expense management and fraud control that govern the expenditure of Citi funds for operating purposes. Every operating expense, including Reimbursed Business Expense (RBE), Capital Expenditures and Contract Expenditures paid from Citi funds, is subject to managerial review and approval prior to payment by an individual who has been granted the appropriate level of delegated authority.

 

Citi employees at every level are responsible for expense management. Employees are responsible for reviewing expenses to ensure they adhere to Citi’s policies, make appropriate business sense and are approved by the proper authority. Individuals cannot approve their own expenses.

 

For more information, see the Citi Expense Management Policy and the Project Expenditure Policy at www.citigroup.net/policydirectory.

 

Media Interaction and Public Appearances

You must refer all inquiries from the media relating to Citi to the Global Public Affairs Office, either through your local public affairs office or directly to Global Public Affairs. Only individuals officially designated by Global Public Affairs may provide comments to the media, either on or off the record, or materials for publication. This includes all interaction with the media, however formal or informal, and irrespective of the subject matter. If a member of the media contacts you, you must refer them to Global Public Affairs.

 

Global Public Affairs is the sole entity authorized to issue press releases or public statements on behalf of Citi. Employees may not consent to or engage in any public relations activity relating to Citi with clients, suppliers or others without prior approval from your local public affairs office or Global Public Affairs.

 

You may not publish or post any material in written or electronic format (including books, articles, podcasts, webcasts, blogs, website postings, photos, videos or other media), make speeches, give interviews or make public appearances that mention Citi’s operations, clients, products or services, without prior approval from your manager, the local public affairs officer for your business or region and Global Public Affairs. Outside the U.S., the approval must come from the Regional Public Affairs Officer. Your business or region may also require approval from your Compliance Officer. Approval is required regardless of whether or not Citi equipment is used.

 

Citi has adopted a policy with respect to public disclosure requirements for its senior management and all business, regional, country, product and global function officers, heads, and executives and senior management (collectively “Citi Managers”) when communicating with investors, analysts or the press, as well as adhering to certain guidelines with respect to broad-based internal communications. The policy is intended to facilitate compliance with the U.S. Securities and Exchange Commission’s Regulation FD (Fair Disclosure), the integrity of the information Citi communicates and the effectiveness and consistency of Citi’s message. To ensure compliance with these requirements, Citi Managers should consult with Investor Relations prior to arranging or participating in any investor or analyst meetings and with Global Public Affairs prior to arranging or participating in any press meetings.

 

For more information, see the Citi Public Disclosure and Communications Policy at www.citigroup.net/ policydirectory.

 

Use of Citi Name, Facilities or Relationships

You should not use Citi’s name, logo or trademarks, facilities or relationships for personal benefit or for outside work (including on letterhead or personal websites, blogs or other social networking sites). Use of Citi’s name, facilities or relationships for charitable or pro bono purposes can be made only with prior approval from your senior business manager, and only after any other notification and approvals are provided, if required by the policies of your business or legal entity.

 

Information and Records Creation and Management

Data, information and records, as defined by the Citi Records Management Policy and the Citi Data Management Policy, that are owned, collected, used and managed by Citi must be accurate and complete. You are responsible for the integrity of the data and information, including reports and documents under your control. Records must be maintained in sufficient detail as to accurately reflect all Citi transactions. This includes appropriate accounting and internal financial records and controls.

 

You must observe professional standards and use common sense regarding content and language when creating business records and other documents including e-mail, SMS messages and instant messaging that may be viewed, used or retained by Citi or a third party. You should keep in mind that at a future date, Citi or a third party may rely on or interpret the document solely as it appears, without the benefit of other recollections or context. You are prohibited from destroying or altering any records that are potentially relevant to a violation of law, legal claim or any litigation, or to any pending, threatened or foreseeable internal or external investigation or audit, or government investigation or proceeding.

 

Records must be identified, classified, retained and disposed of in accordance with the Citi Records Management Policy, available at www.citigroup.net/ policydirectory.

 

 Insider Trading

Citi policy and the laws of many countries prohibit trading in the securities (including equity securities, convertible securities, options, bonds and any stock index containing the security) of any company while in possession of material, nonpublic information (also known as “inside information”) regarding the company. This prohibition applies to Citi securities as well as to the securities of other companies. It applies to transactions for any Citi account, client account or personal account. A “personal account” is any account in which you have a financial or beneficial interest, or for which you have the power to affect or ability to influence trading or investment decisions, either directly or indirectly. Personal accounts typically include accounts of spouses, domestic partners, children and other members of your household, and accounts over which you have the authority to exercise investment discretion.

 

If you believe you have come into possession of inside information, you may not execute any trade in the securities of the subject company without first consulting with your internal legal counsel, who will then determine whether such a trade would violate Citi policy or applicable laws. The definition of “material, nonpublic information” is broad. Information is “material” (and hence, potentially subject to the prohibition on insider trading) if there is a substantial likelihood that a reasonable investor would consider the information important in determining whether to trade in a security, or if the information, if made public, likely would affect the market price of a company’s securities. Information may be material even if it relates to future, speculative or contingent events, and even if it is significant only when considered in combination with publicly available information. Information is considered to be “nonpublic” unless it has been publicly disclosed and adequate time has passed for the securities markets to digest the information. For these purposes, examples of adequate disclosure generally include public filings with securities regulatory authorities and the issuance of press releases, and may also include meetings with members of the press and public.

 

It is also illegal in many countries to “tip” or pass on inside information to any other person if you know or reasonably suspect that the person receiving such information from you will misuse such information by trading in securities or passing such information on further, even if you do not receive any monetary benefit from the tippee. Trading on or conveying material nonpublic information may also breach contractual obligations assumed by Citi to or on behalf of clients. Consequences for insider trading violations can be severe, including termination of employment, civil and/or criminal penalties for you, the tippee(s) and Citi, as well as irreparable damage to our reputation and public trust.

 

For more information, see the Citi Insider Trading policy at www.citigroup.net/policydirectory.

 

Information Barriers

When appropriate, Citi businesses have in place, and Citi personnel and other representatives must comply with, “information barriers” procedures. Information barriers are designed to shield potentially material, nonpublic information received by workers engaged in lending, investment banking or merchant banking activities (private-side information) from those workers who trade or advise on trading in securities based on publicly available information or who engage in investment management activities (public-side activities). Information barriers are also one of the methods used to address potential and actual conflicts of interest among business activities. Various information barriers and deal team procedures also have been established within businesses engaging in certain private-side activities to prevent confidential information from being shared with individuals who are not authorized to know such information. You are responsible for knowing and complying with the information barriers policies applicable to your business and legal entity.

 

Personal Investments in Citi and Other Securities

You are prohibited from trading in publicly traded securities (including Citi securities) for your personal accounts if you possess material nonpublic information about the security or the issuer (including Citi). See the section of this Code entitled “Insider Trading” for a definition of material, nonpublic information and a definition of personal accounts.

 

Employees and other representatives of certain Citi businesses may be subject to additional restrictions and policies regarding personal trading of securities (including Citi securities). These may include preclearance, blackout periods and reporting requirements. In addition, Citi directors and our most senior officers are subject to periodic reporting and other legal restrictions regarding their personal trading of securities (including Citi securities). You are responsible for knowing and abiding by any Citi, business and legal entity policies regarding securities that may be applicable to you.

 

You must not make any personal investment in an enterprise if the investment might affect or appear to affect your ability to make unbiased business decisions for Citi. If you made such an investment before joining Citi, or your position at Citi changes in such a way as to create a conflict of interest or the appearance of such a conflict, you must promptly report the facts to your senior business manager or other person designated by your business. Investments subject to this provision include investments in a public or private company that is a supplier to or competitor of Citi, or otherwise does business with or is doing a transaction with Citi.

 

This provision will not apply to personal investments in enterprises whose sole relationship with Citi is as a client of Citi products, as long as those products are made available to similarly situated clients on substantially the same basis. In addition, this provision will also not apply to investments of under 1% of the outstanding equity securities of a public company. Investments in non-Citi securities may, in some circumstances, raise concerns about conflicts of interest. See the section of this Code entitled “Conflicts of Interest” for more information about conflicts of interest relating to personal investments.

 

Citi businesses that offer co-investment opportunities to employees must do so pursuant to a written co-investment plan, approved in writing by your senior business manager and by the senior Human Resources officer for the business. If you co-invest with any Citi entity, you are responsible for knowing and abiding by the terms of the co-investment plan.

 

Investments in Citi securities (or the securities of its publicly traded subsidiaries) for personal accounts should be made with a long-term orientation and as part of a broader investment strategy. Citi reserves the right to monitor any account for suspicious activity, and accounts are subject to applicable regulatory reporting requirements.

 

For more information, see the Citi Personal Trading Policy at www.citigroup.net/policydirectory.

 

Investigations

You are required to cooperate fully with any appropriately authorized internal or external investigation, including but not limited to those involving ethical issues or complaints of discrimination or harassment. You should never withhold, tamper with or fail to communicate relevant information in connection with an investigation. In addition, you are expected to maintain and safeguard the confidentiality of an investigation to the extent possible. Making false statements to or otherwise misleading internal or external auditors, investigators, legal counsel, Citi representatives, regulators or other governmental entities may be grounds for immediate termination of employment or other relationship with Citi and may also be a criminal act that can result in severe penalties.

 

Required Employee Reporting

Unless prohibited by local law, you must notify your Compliance Officer and your Human Resources representative if you become or have ever been the subject of any arrest, summons, subpoena, arraignment, indictment or conviction for any criminal offense, including any participation in a pretrial diversion program or similar program.

 

Undertaking to Repay Legal Expenses

If you expect to pay legal expenses to defend yourself in a civil or criminal action, suit or proceeding arising from your service as an officer, director or employee of Citi, you may ask Citi to provide counsel to represent you. If management determines, based on governing documents and applicable law, that you are entitled to representation, and for any reason a Citi-designated attorney cannot represent you (for example, if there is a conflict of interest), Citi will advance fees and expenses for outside counsel hired to represent you. By making the request, you agree that you will repay all these expenses to Citi if it is ultimately determined that you are not entitled to indemnification. The determination of whether you were entitled to indemnification will be made by the board of directors of the Citi entity that advanced the expenses.

 

 Compensation Plans, Programs and Arrangements

At Citi, all compensation plans, programs and arrangements and any compensation payable thereunder are subject to all applicable laws and regulations, as they may be amended from time to time, including regulations governing compensation issued under the U.S. Emergency Economic Stabilization Act of 2008, as amended. Accordingly, to the extent permitted by applicable laws and regulations, Citi may make changes to your compensation plans, programs and arrangements as it deems necessary, in its sole discretion, to allow it to comply with or satisfy any legal, regulatory or governmental requirements or directives or to qualify for any government loan, investment, subsidy or other program.

 

Citi is also committed to maintaining robust risk management practices and seeks to recognize employees who demonstrate sound judgment and proactively manage risk in their daily business. Therefore, Citi’s performance management process takes into account employees’ commitment to risk measures when determining compensation. This assessment will apply in particular to Citi employees who have been identified as Material Risk Takers (MRTs).

 

Conflict of Interest

 

 Our reputation for excellence is a key competitive advantage and we must never do anything to put that reputation at risk. You must be sensitive to any activities, interests or relationships that might interfere with, or even appear to interfere with, your ability to act in the best interests of Citi and our clients. The sections below describe some of the areas in which real or perceived conflicts of interest may arise. Because it is impossible to describe every potential conflict, Citi necessarily relies on your commitment to exercise sound judgment, to seek advice when appropriate, to disclose activities as required by policy and to adhere to the highest ethical standards. Various businesses and legal entities have specific policies regarding potential conflicts of interest. Moreover, additional rules are applicable to certain directors and senior executives. You are responsible for knowing and complying with the relevant policies applicable to you. If you have questions, please consult your business and legal entity’s specific policy or your Compliance Officer for further guidance.

 

Gifts and Entertainment

Accepting Gifts and Entertainment

In general, you may not accept gifts or the conveyance of anything of value (including entertainment) from current or prospective Citi clients or suppliers. You may never accept a gift under circumstances in which it could even appear to others that your business judgment may be compromised. Similarly, you may not accept or allow a close family member to accept gifts, services, loans or preferential treatment from anyone—clients, suppliers or others—in exchange for a past, current or future business relationship with Citi.

 

Cash gifts or their equivalent (e.g., gift cards or vouchers) may not be accepted under any circumstances. Noncash gifts may be accepted when permitted under applicable law if they are (1) nominal in value (i.e., less than or equal to USD100); (2) appropriate, customary and reasonable meals and entertainment at which the giver is present, such as an occasional business meal or sporting event; or (3) appropriate, customary and reasonable gifts based on family or personal relationships, and clearly not meant to influence Citi business.

 

Suppliers or clients occasionally sponsor events where raffles or prizes are awarded to attendees. The criteria for selecting winners and the value of these prizes can vary greatly, and could raise the appearance of impropriety. Check the requirements of your specific business and legal entity with regard to these events and comply with any applicable restrictions.

 

In certain situations, it may be appropriate to accept a gift and place it on display at Citi, or donate the item to a charity in the name of Citi, or make a donation to the Citi Foundation in an amount equal to the gift’s “fair-market value.” Such gifts must be disclosed and reported. Consult with your compliance officer and the requirements of your specific business and legal entity for further guidance.

 

Some Citi businesses and legal entities have requirements which may be more restrictive and/ or require additional reports or approvals. You are responsible for complying with the requirements that are applicable to you. You must report gifts in accordance with any requirements your business and legal entity has regarding gift reporting. If you work in a corporate function, or are not otherwise subject to specific business and legal entity requirements, all gifts, other than the exceptions noted in (1) – (3) above, must be reported in writing to your manager with a copy to globalcompliance@citi.com.

 

If you have any questions about the appropriateness of accepting a gift, invitation, raffle or other prize, you should discuss the matter with your manager and your Compliance Officer prior to participation or acceptance.

 

Giving Gifts and Providing Entertainment

In certain circumstances, the giving of gifts and entertainment may be seen by others as a conflict of interest or, in extreme cases, bribery. If giving any gift or entertainment could be seen as consideration for corporate or government business or for any governmental favor, you must not give the gift or provide the entertainment. Appropriate gifts and entertainment may be offered to clients, by persons authorized to do so, subject to the procedures applicable to your business, legal entity or region.

 

 Some Citi businesses and legal entities have requirements which may be more restrictive and/or require additional reports or approvals.

 

The ability to provide gifts or entertainment to government officials is severely limited by both Citi policies and law. Many countries, states and local jurisdictions, including the U.S., have laws restricting gifts and entertainment (e.g., meals, entertainment, transportation, lodging or other things of value) that may be provided to government officials. Many government entities also have rules prohibiting their representatives from accepting gifts. In addition, you may be required to report, in advance, participation of government officials in Citi events. It is your responsibility to become familiar with gift and entertainment restrictions applicable to you and to comply with all preapproval and reporting requirements.

 

For more information, see the Gifts and Entertainment Policy, the Citi Expense Management Policy, the Policy on Legislative Lobbying and Corporate Political Contributions Involving NonU.S. Government Officials, the Policy on Activities Involving U.S. Public Officials and the Anti-Bribery and Corruption Policy, each of which can be found at www.citigroup.net/policydirectory.

 

Political Activities and Contributions

As an individual citizen, you may have an interest in the governmental process or in influencing or developing relationships with public officials. However, participating in such governmental processes at the international or U.S. federal, state or local level may raise legal implications and liability for Citi. Depending on the jurisdiction, this may be the case even if you are acting in a personal capacity and not as a representative of Citi.

 

There are a variety of laws that regulate political activities of Citi, including its employees and other representatives. Any unauthorized political activity by you could result in a legal violation, civil or criminal penalty, a ban on doing business and/or reputational risk for Citi.

 

For these purposes, political activity includes:

(1) Making corporate political contributions, or soliciting political contributions, or using Citi funds or resources (such as facilities or personnel), or volunteering personal services during company time on behalf of a candidate campaigning for public office, a political party committee or a political committee;

 

(2) Lobbying or engaging in any outreach to public officials, including attempts to influence legislation and, depending on the jurisdiction, may also include attempts to influence agency rulemaking or the awarding of government contracts; or

 

(3) Seeking, accepting or holding any political office associated with the government, including any government board, commission or other similar organization.

 

To avoid any legal violation by Citi and to ensure proper regulatory disclosures are filed for Citi and/or its employees, the political activities described above require preapproval by the country Chief Executive Officer/Chief Country Officer (or his/her designee), Country or Regional Compliance Officer and Citi’s Global Government Affairs Office (“GGA”), unless you are otherwise subject to a more restrictive policy for your business or legal entity. Since making personal political contributions to candidates holding or running for a government office may also require preapproval in certain jurisdictions, please consult your business and legal entity’s specific policy, the GGA or your Compliance Officer for further guidance.

 

GGA represents all Citi businesses when it comes to influencing legislation or rulemaking. Under no circumstance should a non-GGA employee represent himself or herself as a government relations representative, or include a government relations title on his/her Citi letterhead or business card.

 

For more information, please see the Citi Global Government Affairs website at www.citigroup.net/ govrel, the Policy on Activities Involving U.S. Public Officials and the Policy on Legislative Lobbying and Corporate Political Contributions Involving NonU.S. Government Officials at www.citigroup.net/ policydirectory.

 

Charitable Contributions

Citi plays a strong role in supporting the communities in which we do business. Charitable contributions funded by Citi should support the Company’s philanthropic objectives and should be allocated across a variety of charitable institutions. To prevent dealings with inappropriate charitable organizations (e.g., those funding terrorism or engaging in money laundering, fraud or other 20 criminal activity), you must follow the Citi Global Anti-Money Laundering (“AML”) Grantmaking and Charitable Giving Due Diligence Procedures at www.citigroup.net/policydirectory.

 

Charitable contributions may not be given by Citi or requested by an employee, client, supplier, government official or other business partner as a condition of or in order to influence a business decision (no “quid pro quo”) or be made for the benefit of any one individual.

 

Citi’s workplace should be free from outside influences. Individual giving to charitable organizations should be confidential, purely voluntary, have no impact on employment or compensation decisions and be in compliance with all nonsolicitation policies.

 

Approvers of charitable contributions should review such requests to ensure they do not create the appearance of a conflict or impropriety and that they comply with the preapproval requirements contained in the policy.

 

For more information, see the Citi Charitable Contributions Policy at www.citigroup.net/ policydirectory.

 

Outside Business Activities

When a Citi employee serves as a director of an unaffiliated, publicly traded for-profit company (an “Outside Directorship”), there is a risk of liability for the individual as a director, as well as the risk that he or she will be required to spend large amounts of time attending to the affairs of the public company, thereby interfering with the employee’s responsibilities at Citi. For these and other reasons, Citi strongly discourages full-time employees from seeking or accepting outside directorships with publicly traded for-profit companies.

 

All Citi employees must disclose and receive the necessary approvals prior to participating in the following activities:

 

(1) Directorships and Committee Memberships of publicly traded, for-profit companies;

 

(2) Directorships and Committee Memberships of privately held, for-profit companies;

 

(3) Directorships and Committee Memberships of not-for-profit entities which either pose a perceived conflict of interest or involve service on an Audit, Finance or Investment Committee;

 

(4) Running for public office, accepting an appointment with a governmental entity or any other affiliation with a governmental or quasigovernmental entity;

 

(5) Any other outside business activity, including not-for-profit activities, where a real or perceived conflict of interest exists or could exist. You are also required to comply with any applicable laws, regulations and business and legal entity policies.

 

You are responsible for identifying and raising any such activity or relationship that may pose an apparent or potential conflict of interest and to evaluate with your manager and your Compliance Officer the possible conflicts that could result.

 

For more information, see the Citi Outside Directorships and Business Interests Policy at www.citigroup.net/policydirectory.

 

Corporate Opportunities

You owe a duty to Citi to advance its legitimate interests when the opportunity to do so arises. You may not take for yourself a potential corporate opportunity that is discovered in the course of your Citi employment or representation or through the use of corporate property, information or position, nor may you compete against Citi.

 

Related-Party Business Dealings

You must notify your manager of any business relationship or proposed business transaction Citi may have with any company in which you or a related party has a direct or indirect interest or from which you or a related party may derive a benefit, or where a related party is employed, if such a relationship or transaction might give rise to the appearance of a conflict of interest (for example, if you or a family member owns or controls property of significant value that Citi is either purchasing or leasing).

 

This requirement generally does not apply if the interest exists solely as a result of your ownership of less than 1% of the outstanding publicly traded equity securities of such company. It also excludes a business relationship consisting solely of the provision of a Citi service or product, such as a deposit, loan, brokerage account or credit card that is typically offered to other parties on the same terms.

 

Additional rules regarding preapprovals may be applicable to certain directors and senior executives. For more information, please see the Citi Policy on Related-Party Transactions at http://www.citigroup. com/citi/corporategovernance/data/relatedpartypol. pdf?ieNocache=676.

 

Personal Business Dealings

 

Citi personnel and their families are encouraged to use Citi for their personal financial services needs. Such services, however, are to be provided on the same terms that they are provided to all other similarly situated persons. Any nonstandard business arrangements between Citi personnel and Citi must be preapproved by your senior business manager and your Compliance Officer. Similarly, you should not receive preferential treatment from suppliers or clients without preapproval from your senior business manager and your Compliance Officer, unless such preferential treatment is available on the same terms to all similarly situated persons. Certain executives are subject to disclosure requirements and limitations on lending relationships within Citi. For more information, please see the Reg D&Q Guidelines for Liability Account Classifications and Regulatory Reporting at http://globalcompliance. nj.ssmb.com/data/compl/docs/RegsDQGuidelines.pdf.

 

Conclusion

 

We at Citi aspire to the highest standards of ethical and professional conduct—working to earn and maintain our clients’ trust, day in and day out. In the thousands of decisions we make and actions we take every day, we affirm our commitment to this Code of Conduct and to deliver value to our clients, our people, our stakeholders and our communities. This Code summarizes key policies of which you need to be aware as a member of our global community.

 

In addition to this Code, you can obtain additional guidance by consulting the individual policies that apply to you located on the Citi Policy Directory website at www.citigroup.net/policydirectory; or by seeking help from your manager or another member of management, Human Resources representative, internal legal counsel, Compliance Officer, the Citi Ethics Office, your business website or any of the resources listed in this Code.

 

Each of us, as a member of the Citi community, has a responsibility to put this Code into practice. To guide you in this effort, Citi has developed Code of Conduct training and other training, which is available through the Citi Global Learning Management System and accessible here. Please complete all training assigned to you and work with your manager to select additional training appropriate to your role. Talented people, working together, can help uphold the Citi legacy for the next 200 years and beyond.

 

Useful Addresses and Telephone Numbers

 

Internal Audit (IA)

399 Park Avenue, 2nd Floor

New York, NY 10043

212-793-2641

 

Citi Security & Investigative Services (CSIS)

399 Park Avenue, 3rd Floor

New York, NY 10043

212-793-9503

 

Corporate Governance

425 Park Avenue, 2nd Floor

New York, NY 10022

212-793-7396

 

General Counsel

399 Park Avenue, 2nd Floor

New York, NY 10043

212-793-1300

Global Public Affairs

399 Park Avenue, 3rd Floor

New York, NY 10043

212-793-0710

 

Global Compliance

399 Park Avenue, 2nd Floor

New York, NY 10043

212-793-1610

Global Government Affairs (GGA)

1101 Pennsylvania Ave. NW, Suite 1000

Washington, DC 20004

202-879-6862

 

Global Anti-Money Laundering

1 Court Square, 8th Floor

Long Island City, NY 11101

212-793-3592

Investor Relations

399 Park Avenue, 2nd Floor

New York, NY 10043

212-559-2718

Environmental & Social Risk Management (ESRM)

388 Greenwich Street, 23rd Floor

New York, NY 10013

212-816-4956

 

Corporate Sustainability

388 Greenwich Street, 32nd Floor

New York, NY 10013

212-816-6464

 

Citi Ethics Hotline

Calls Within the U.S.

866 ETHIC 99 (866-384-4299)

 

Calls Outside the U.S.

Dial Country Access Code and 866-384-4299

Or call 212-559-5842 (direct or collect)

 

E-mail: ethicsconcern@citi.com

Fax: 212-793-1347

 

Mail: Citi Ethics Office

1 Court Square,47th Floor

Long Island City, NY 11101

USA

 

Website submission at:

www.citigroup.com/citi/corporategovernance/ethicsconcern.htm

 

Available 24 hours a day, seven days a week.

ALL CONTACTS ARE CONFIDENTIAL TO THE EXTENT POSSIBLE.

 

For a complete list of Country Access Codes for the Citi Ethics Hotline, see the Ethics Hotline website at www.citigroup.net/ethicshotline.

 

Citi Statement on Human Rights

 

 Introduction

Citi has approximately 200 million client accounts, 260,000 employees and does business in more than 160 countries. We support the protection and preservation of human rights around the world and are guided by fundamental principles of human rights, such as those in the United Nations Universal Declaration of Human Rights and the International Labour Organization (ILO) Core Conventions. Our support for these principles is reflected in our policies and actions toward our employees, suppliers, clients and the countries where we do business.

 

Citi treats its employees with respect and dignity, and we ensure that our policies and actions respect the laws and regulations of the countries in which we operate.

 

We strive to conduct our business in a manner that supports universal human rights, acknowledging that our clients and suppliers face their own decisions on these matters but working to promote respect for human rights through our policies and standards.

 

We respect the sovereignty of governments around the world and believe it is the responsibility of each nation to protect the human rights of its citizens. We realize that the laws of some countries where we do business differ from some of the global standards of human rights noted above. In such circumstances, we comply with local law and at the same time strive to adhere to our own internal standards, as reflected in our corporate policies, while assessing the most appropriate course of action to promote respect for human rights.

 

As part of Citi’s commitment to be a great financial services institution, we have established a set of standards that reflect each employee’s obligation to Citi’s clients, to one another and to the franchise. These standards embody the concepts of integrity, fair dealing and diversity as important elements in enhancing the legacy of Citi.

 

Our Employees

Citi believes that every employee should be treated with respect and dignity and work in an environment that is free from discrimination. We are guided by principles such as those in the ILO Core Conventions regarding child labor and forced labor, freedom of association for our employees and the right to organize and bargain collectively, and equal pay and nondiscrimination in our workforce.

 

Citi’s commitment to respecting human rights in the workplace is manifested in our Code of Conduct and Human Resources policies and practices, which state that we value and promote workforce diversity, and do not tolerate discrimination or harassment. We maintain an ethical work environment that reflects the core values of our company, and we provide a safe and secure workplace. We also communicate Citi’s position on human rights to our employees, consistent with the rights and responsibilities provided for in local laws.

 

Our Suppliers

Citi strives to support human rights through its supply chain by encouraging actions that are consistent with and further the objectives of the Citi Statement on Human Rights and the Citi Statement of Supplier Principles, and by using suppliers whose corporate values are consistent with ours. We see relationships with our suppliers as an opportunity to share best practices and believe in a continual process of learning, improving and evolving our procurement processes with respect to human rights.

 

Our Clients

Citi seeks to do business with clients who share our values with respect to human rights. We exercise appropriate due diligence on clients to protect our franchise and to ensure that Citi maintains high ethical standards. Through our client relationships we have an ability to share best practices, which we hope will further the promotion of human rights around the world.

 

Citi operates in a highly regulated environment and is subject to numerous laws and regulations designed to ensure that we know our clients and do not allow our services to be used for improper purposes such as money laundering or terrorist financing. Citi is also subject to laws and regulations prohibiting commerce with certain countries, organizations and individuals. In addition, Citi has developed internal policies such as the Environmental and Social Risk Management Policy, which contains environmental and social standards including implementation of the Equator Principles for certain transactions. These laws, regulations and policies help us determine whether it is appropriate or permissible to enter into client relationships and transactions.

 

Host Countries

With operations in more than 100 countries, Citi is well positioned to be a constructive influence for human rights in the countries where we do business. We respect laws, labor practices and customs in the countries in which we operate. At the same time, we are mindful that our example can elevate the principles of others in the markets where we do business. We carefully evaluate each country in which we operate in order to protect our franchise and to ensure that Citi can do business while maintaining our own high standards. 

 

© 2012 Citigroup Inc. All rights reserved. Citi and Arc Design and Citibank are trademarks and service marks of Citigroup Inc. or its affiliates, used and registered throughout the world.

 

974219 CIT2043 7/12 

 

The board maintains policies and procedures (which we refer to as our Code) that represent both the code of ethics for the principal executive officer, principal financial officer, and principal accounting officer under SEC rules and the code of business conduct and ethics for directors, officers, and employees under YSE listing standards. The Code applies to all directors, officers, and employees.

 

This code is posted on this internet site and available free of charge by writing to:

 

Secretary

Exxon Mobil Corporation

5959 Las Colinas Boulevard

Irving, TX 75039-2298

 

or by caling us at (972) 444-1157. The Code is also filed as an exhibit to our Annual Report on Form 10-K. Any amendment of the Code will be promptly posted on this internet site.

 

The Board Affairs Committee will review any issues under the Code involving an executive officer or director and will report its findings to the Board. The Board does not envision that any waivers of the Code will be granted, but should a waiver occur for an executive officer or director, it will also be promptly disclosed on this site.

 

This code consists of the Ethics Policy, the Conflicts of Interest Policy, the Corporate Assets Policy, the Directorship Policy, and the section below called, "Procedures and Open Door Communication."

 

Ethics Policy

 

The policy of Exxon Mobil Corporation is to comply with all governmental laws, rules, and regulations applicable to its business. 

 

The Corporation's Ethics policy does not stop there. Even where the law is permissive, the Corporation chooses the course of highest integrity. Local customs, traditions, and mores differ from place to place, and this must be recognized. But honesty is not subject to criticism in any culture. Shades of dishonesty simply invite demoralizing and reprehensible judgements. A well-founded reputation for scrupulous dealing is itself a priceless corporate asset.

 

The Corporation cares how results are obtained. Directors, officers, and employees should deal fairly with each other and with the Corporation's suppliers, customers, competitors, and other third parties.

 

The Corporation expects compliance with its standard of integrity throughout the organization and will not tolerate employees who achieve results at the cost of violation of law or who deal unscrupulously. The Corporation's directors and officers support, and expect the Corporation's employees to support, any employee who passes up an opportunity tor advantage that would sacrifice ethical standards.

 

It is the Corporation's policy that all transactions will be accurately reflected in the books and records. This, of course, means that all falsification of books and records and the creation of maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the Corporations books and records, and to be honoest and forthcoming with the Corporation's internal and independent auditors.

 

The Corporation expects candor from employees at all levels and adherence to its policies and internal controls. One harm which results when employees conceal information from higher management or the auditors is that other employees think they are being given a signal that the Corporation's policies and internal controls can be ignored when the are inconvenient. That can result in corruption and demoralization of an organization. The Corporation's system of management will not work without honesty, including honest bookkeeping, honest budget policies, and honest economic evaluation of projects.

 

It is the Coroporation's policy to make full, fair, accurate, timely, and understandable disclosure in reports and documents that the Corporation files with the United States Securities and Exchange Commission, and in other public communications. All employees are responsible for reporting material information known to them to higher management so that the information will be available to senior executives responsible for making disclosure decisions.

 

Conflict of Interest Policy

 

It is the policy or Exxon Mobil Corporation that directors, officers, and employees are expected to avoid any actual or apparent conflict of interest between their own personal interests and the interests of the Corporation. A conflict of interest can arise when a director, officer, or employee takes actions or has personal interests that may interfere with his or her objective and effective performance of work for the Corporation. For example, directors, officers, and employees are expected to avoid actual or apparent conflict in dealing with suppliers, customers, competitors, and other third parties. Directors, officers and employees are expected to refrain from taking for themselves opportunities discovered through their use of corporate assets or through their positions with the Corporation. Directors, officers, and employees are expected to refrain from competing with the Corporation.

 

Corporate Assets Policy

 

It is the policy of Exxon Mobil Corporation that directors, officers and employees are expected to protect the assets of the Corporation and use them efficiently to advance the interests of the Corporation. Those assets include tangible assets and intangible assets, such as confidential information of the Corporation. No director, officer, or employee should use or disclose at any time during or subsequent to employment or other service to the Corporation, without proper authority or mandate, confidential information obtained from any source in the course of the Corporation's business. Examples of confidential information include nonpublic information about the Corporation's plans, earnings, financial forecasts, business forecasts, discoveries, competitive bids, technologies or personnel.

 

Directorships Policy

It is the policy of Exxon Mobil Corporation to restrict the holding by officers and employees of directorships in non affiliated, for-profit organizations and to prohibit the acceptance by any officer or employee of such directorships that would have a conflict of interest with, or interfere with, the discharge of the officer's or employee's duties to the Corporation. Any officer or employee may hold directorships of non affiliated, nonprofit organizations, unless such directorships would involve a conflict of interest with, or interfere with, the discharge of the officer's or employee's duties to the Corporation, or oblidge the Corporation to provide support to the non affiliated, nonprofit organizations. Officers and employees may serve as directors of affiliated companies and such service may be part of their normal work assignments.

 

All directorships in public companies held by directors of the Corporation are subject to review and approval by the Board of Directors of the Corporation. In all cases, directorships in non affiliated for-profit organizations are subject to review and approval by the management of the Corporation, ans directed by the Chairman.

 

Procedures and Open Door Communication

 

Exxon Mobil Corporation encourages employees to ask questions, voice concerns, and make appropriate suggestions regarding the business practices of the Corporation. Employees are expected to report promptly to management suspected violations of law, the Corporation's policies, and the Corporation's internal controls, so that management can take appropriate corrective action. The Corporation promptly investigates reports of suspected violations of law, policies, and internal control procedures. 

 

Management is ultimately responsible for the investigation of and appropriate response to reports of suspected violations of law, policies, and internal control procedures. Internal Audit had primary responsibility for investigating violations of the Corporation's internal controls, with assistance from others, depending on the subject matter of the inquiry. The persons who investigate suspected violations are expected to exercise independent and objective judgement.

 

Normally, an employee should discuss such matters with the employee's immediate supervisor. Each supervisor is expected to be available to subordinates for that purpose. If an employee is dissatisfied following review with the employee's supervisor, that employee is encouraged to request further reviews, in the presence of the supervisor or otherwise. Reviews should continue to the level of management appropriate to resolve the issue.

 

Depending on the subject matter of the question, concern, or suggestion, each employee has access to alternative channels of communication, for example the Controller's Department; Internal Audit; the Human Resources Department; the Law Department; the Safety, Health, and Environment Department; the Security Department; and the Treasurer's Department.

 

Suspected violations of the law or the Corporation's policies involving a director or executive officer, as well as any concern regarding questionable accounting or auditing matters, should be referred directly to the General Auditor of the Corporation. The Board Affairs Committee of the Board of Directors of the Corporation will initially review all issues involving directors or executive officers, and will then refer all such issues to the Board of Directors of the Corporation.

 

Employees may also address communications to individual nonemployee directors or to the nonemployee directors as a group by writing to them at Exxon Mobil Corporation, 5959 Las Colinas Boulevard, Irving, Texas 75039, U.S.A. or such other addresses as the Corporation may designate and publish from time to time.

 

Employees wishing to make complaints without identifying themselves may do so by telephoning 1-800-963-9966 or 1-972-444-1990, or by writing the Global Security Manager, Exxon Mobil Corporation, P.O. Box 142106, Irving, Texas 75014, U.S.A., or other such telephone numbers and addresses as the Corporation may designate and publish from time to time. All complaints to those telephone numbers and addresses concerning accounting, internal auditing controls, or auditing matters will be referred to the Audit Committee of the Board of Directors of the Corporation.

 

All persons responding to employees' questions, concerns, complaints, and suggestions are expected to use appropriate discretion regarding anonymity and confidentiality, although the preservation of anonymity and confidentiality may or may not be practical, depending on the circumstances. For example, investigations of significant complaints typically necessitate revealing to others information about the complaint and complainant. Similarly, disclosure can result from government investigations and litigation.

 

No action may be taken or threatened against any employee for asking questions, voicing concerns, or making complaints or suggestions in conformity with the procedures described above, unless the employee acts with willful disregard of the truth.

 

Failure to behave honestly and failure to comply with law, the Coroproation's policies, and the Corproation's internal controls may result in disciplinary action, up to and including separation.

 

No one in the Corporation has the authority to make exceptions or grant waivers to the Corporation's foundation policies. It is recognized that there will be questions about the application of the policies to specific activities and situations. In cases of doubt, directors, officers, and employees are expected to seek clarification and guidance. In those instances where the Corporation, after review, approves an activity or situation, the Corporation is not granting an exception or waiver but is determining that there is no policy violation. If the Corporation determines that there is or would be a policy violation, appropriate action is taken.

Dear Colleagues:

 

The McGraw-Hill Companies has a global reputation for the highest standards of excellence, quality and reliability in all of our products and services, and for respect, honesty and fairness in our dealings with customers, investors, business partners, vendors, colleagues and other constituents. Our continued success and future growth depend on the maintenance of these standards.

 

Each year we ask employees to read and reaffirm The McGraw-Hill Companies’ Code of Business Ethics, which sets forth the principles that continue to define us. These principles are at the heart of our strength and our identity as a Corporation. Therefore, it is essential that we all continue to follow both the letter and the spirit of the Code. This year we’ve also incorporated reference to a number of important corporate policies, including new policies regarding anti-corruption and ratings objectivity. Your commitment to compliance with all of The McGraw-Hill Companies’ policies will help us maintain our exemplary standards for integrity and transparency in all aspects of our business.

 

Both the Code of Business Ethics and the Affirmation Statement are accessible on the Intranet. Please read the Code carefully, ensure that you are in complete compliance, and sign the Affirmation Statement.

 

If you have any questions regarding the Code of Business Ethics or related matters, please discuss them with your manager or Human Resources representative.

 

Thank you.

 

Harold McGraw III

Chairman, President and Chief Executive Officer

The McGraw-Hill Companies

 

The McGraw-Hill Companies 2012 Code of Business Ethics

 

The McGraw-Hill Companies enjoys a worldwide reputation for integrity, honesty and good faith in all its dealings. We are proud of our reputation, for it is our heritage, reflecting our goals and the manner in which we work to achieve them.

 

Our standards of conduct are summarized in the paragraphs that follow. Written words alone, however, do not create a moral conscience or lead inevitably to ethical conduct.

 

The written words, in fact, are nothing more than a description of the way we have always done our business. Our reputation for fair dealing was well established long before a written policy was first published. In short, we are a people-oriented company. It is the conduct of our people that has produced our reputation for integrity and honesty.

 

Failure to comply with the Code may result in disciplinary action, up to and including termination of employment. In the event that there is a conflict between the umbrella provisions of the Code and the specific policies of your business unit or local office, the policies of your business unit or local office will prevail.

 

WHAT EMPLOYEES CAN EXPECT OF THE McGRAW-HILL COMPANIES

 

You have been employed solely on the basis of The McGraw-Hill Companies' estimate of your ability to do your job well. You will not be unfairly discriminated against because of race, color, religion, sex, age, sexual orientation, national or ethnic origin, citizenship status, veteran status or disability or for any other unlawful reason.

 

Any future promotion and pay increase is at the discretion of your manager and will depend on the needs of the business matched to your demonstrated ability to do superior work, to grow in your job and to accept responsibility.

 

You can expect courteous and considerate treatment from the corporation. Through on-the-job training, sharing tuition costs, and other means, we will endeavor to provide appropriate opportunities for developing your ability to perform your job well and to prepare you for greater challenges. You can learn of possible job openings throughout the corporation through our Career Opportunities Program. You may apply for any position you may be qualified to fill.

 

Every reasonable effort will be made to provide you with a safe and healthy place in which to work. In addition, it is the corporation’s policy to provide a work environment free from sexual harassment or any other type of unlawful harassment.

 

Resolving problems in the workplace. At any time, you may discuss an ethical problem, concern or complaint related to your employment with your manager, the next higher level of management, the Human Resources Department, the Compliance Department for your business unit, or the Corporate Legal Department. Through appropriate supervisory channels, you may take a complaint to the highest executive level of the corporation.

 

You may also make a complaint or provide a constructive comment through the Employee Hotline, which is available to employees worldwide. Employees in the U.S. and Canada can contact the Employee Hotline by dialing 1-888-722-3277. Employees in countries outside North America, with the exception of EU countries, can contact the Employee Hotline by dialing the AT&T Direct Access Number for their country, followed by the Employee Hotline number (888-722-3277). (Direct Access Numbers are available online at www.att.com/traveler.) EU employees can contact the EU Employee Hotline by dialing the AT&T Direct TollThe McGraw-Hill Companies 2012 Code of Business Ethics 3 Free Service Calling Code for their country, followed by 800-381-7411. (Direct Toll-Free Service Calling Codes are available online at http://www.business.att.com/bt/tollfree.jsp.)

 

Subject to laws in certain jurisdictions outside the U.S., the Employee Hotline provides a way of reporting violations of corporate policy, workplace concerns, violations of law and related issues. The McGraw-Hill Companies prohibits retaliation against any employee who reports issues to the Hotline in good faith.

 

You also may take advantage of the FAIR Program (Fast and Impartial Resolution), a voluntary alternative dispute resolution program, to address any problems in the workplace. Employees may file a FAIR complaint and receive a written response from the corporation (Phase I). If the employee is dissatisfied with the result, the employee may request a mediation which is an attempt to resolve the dispute with the help of a trained, neutral mediator (Phase II). If the employee is still dissatisfied with the results, the employee may bring the issue to binding arbitration (Phase III). The corporation pays the costs of the program although it does not pay the employee’s legal expenses. You can reach a FAIR representative at 212-751-2700.

 

The McGraw-Hill Companies prohibits retaliation against an employee for filing a complaint under FAIR or with a government anti-discrimination agency. Further, the corporation bars retaliation against anyone for assisting with the investigation of such a complaint.

 

An employee who retaliates against another employee for filing a complaint (via the Hotline, the FAIR program or otherwise) or for assisting in the investigation of such a complaint will be subject to disciplinary action up to and including termination.

 

The McGraw-Hill Companies recognizes and respects the privacy of employees and others with regard to personal information it obtains through the employment relationship. Employees should contact Human Resources for further information in this regard.

 

The McGraw-Hill Companies provides medical, disability, life insurance, and retirement programs as further described in materials you will receive from the Human Resources Department.

 

WHAT THE McGRAW-HILL COMPANIES CAN EXPECT OF US AS EMPLOYEES

 

Of course, The McGraw-Hill Companies expects that employees will work diligently and to the best of their abilities. In addition, here are some specific requirements.

 

Compliance with law. All employees of The McGraw-Hill Companies must conduct their activities on behalf of The McGraw-Hill Companies in compliance with applicable laws and regulations as well as The McGraw- Hill Companies’ policies. As part of this responsibility, it is imperative that all of our financial disclosures and reports be full, fair, accurate, timely and understandable. When appropriate, employees should seek advice from The McGraw-Hill Companies' Legal Department with respect to the application or interpretation of laws and regulations relevant to their business activities.

 

Special situations. Detailed codes of conduct have been developed by certain of The McGraw-Hill Companies’ units to provide guidance for situations unique to their businesses. Where a specific provision of a business unit’s code of conduct conflicts with a more general provision in this Code, the specific provision in the business unit’s policies or code of conduct conflicts with a more general provision in this Code, the specific business unit provision applies. Further, The McGraw-Hill Companies has adopted certain Corporate policies specifying in greater detail the appropriate conduct and procedures for matters described in this Code. The Corporate policies apply, except where there is a conflict with a specific provision in this Code.

 

Conflicts of interest. Employees should not engage in any activity that creates or might result in a conflict, or the appearance of a conflict, between the individual's self-interest or the interests of another organization, on the one hand, and The McGraw-Hill Companies' interests on the other hand. Each employee should be free from any interest or influence that would make it difficult to give The McGraw-Hill Companies employee's best efforts and undivided attention. The following are examples of conflicts of interest but these examples are not intended to limit the general applicability of the prohibition against conflicts.

 

(a) Employees may not take for themselves, or divert to others, any business opportunity in which the corporation has, or can reasonably be expected to have, an interest.

 

(b) Employees may, on their own time, do limited amounts of work for other employers so long as such work does not conflict with the employee’s obligations to The McGraw-Hill Companies. A conflict would arise if outside work consumed so much of an employee's time and energy as to impair the ability to perform The McGraw-Hill Companies’ job effectively. Also, a conflict of interest is presumed if an employee does outside work for a firm that has business dealings with, or competes with, The McGraw-Hill Companies. Employees should also avoid outside employment that is otherwise detrimental to the interests of The McGraw-Hill Companies.

 

(c) Employees may not provide consulting or advisory services for any external advisor service, primary research network, analyst group, consulting group, hedge fund, investment bank, investor, or any other similar firm.

 

(d) No employee may directly or indirectly own any interest in another firm, or serve as a director, officer or employee of a firm, whose business in any way competes with The McGraw-Hill Companies or that has business dealings with The McGraw-Hill Companies. However, an employee may own up to one percent (1%) of the shares of any public corporation, regardless of its business, except as limited by other obligations under the Code of Business Ethics or other policies of the corporation.

 

(e) Employees should never give or accept any gift, entertainment, consideration, benefit or privilege (including discounts on personal purchases not offered to all McGraw-Hill employees) where the value (i) is not reasonable in its business context or (ii) places the recipient under a real or perceived obligation to the giver. Gifts that are intended to or would result in favorable treatment or influence a business decision, regardless of the amount or value involved, should never under any circumstances be given or accepted.

 

Providing gifts, travel, meals or entertainment to a Government Official or private individual is never permitted if it could reasonably be understood as an effort to improperly influence an official action or obtain a business advantage for The McGraw-Hill Companies. An employee should not accept, and should notify his/her supervisor if offered, any gifts, entertainment or anything else of value from a competitor, customer or anyone who conducts or seeks to conduct business with The McGraw-Hill Companies, other than (i) Nominal Gifts or (ii) Ordinary Business Entertainment, as those terms are defined below.

 

Nominal Gifts are gifts of token to modest value that will not place the recipient under any real or perceived obligation to the donor or gifts used for advertising or promotion, as long as they are customarily given in the regular course of business.

 

Ordinary Business Entertainment, such as lunch, dinner, theatre, sporting events and the like, is appropriate where it is reasonable in its business context and the purpose is to hold bona fide business discussions or to foster better business relations.

 

A Government Official is a public official or employee at any level, including officers or employees of state-owned enterprises and public international organizations. The term Government Official also includes candidates for political office and political party officials.

 

Employees may obtain waivers of these conflict rules under limited circumstances. The employee may request a waiver of these conflict rules by submitting a written request to the appropriate executive, with a full explanation of the basis for the request. Waiver requests must be sent to, and written approval obtained from, either the Chairman, President and Chief Executive Officer of The McGraw-Hill Companies (or a The McGraw-Hill Companies person designated by the CEO), or the corporate staff officer or segment president in charge of the employee's department or unit.

 

Improper payments to others. No employee anywhere in the world may directly or indirectly offer or provide anything of value, including a bribe, kickback, excessive commission or fee, in order to influence a Government Official or private party or to obtain an improper advantage. This prohibition includes, but is not limited to, obtaining business for the company from private businesses or government bodies, anywhere in the world.

 

In addition, employees may not give money or anything else of value indirectly (for example, to a consultant, agent, distributor, intermediary, business partner, or other third party) if the circumstances indicate that all or part of it will likely be passed on to a Government Official or private party to influence official action or obtain an improper advantage.

 

Further guidance can be found in Corporate Policy 64 -- Anti-Corruption.

 

When in doubt concerning the propriety of a proposed payment or gift, contact the Legal Department for assistance.

 

Objectivity of reporting and evaluation. The McGraw-Hill Companies' reputation rests in great measure on the integrity of its reporting and evaluation services. For this reason, no employee whose duties include reporting on an industry or evaluating securities should have any employment, ownership or other relations with companies in the relevant industries in a way that might compromise, or appear to compromise, the objectivity of the employee's reports or evaluations. Employees must provide prior written disclosure in writing to their supervisors detailing any factors, such as holding stock in or having a financial relationship with a party, that might be relevant to this restriction.

 

No employee may exert or attempt to exert any improper influence on any editorial position or opinion, including those of any Standard & Poor’s equity or rating analyst. For instance, no employee may (i) suggest that a Standard & Poor’s analyst consider improper factors not relevant to such analyst’s objective analysis of ratings, opinions, recommendations, estimates or target prices; (ii) make recommendations to an issuer of securities or other party involved with a securities issuance for the purpose of advising such party on how to achieve a particular rating result; or (iii) condition or threaten to condition any Standard & Poor’s rating or rating action on the purchase of any other services or products. See Corporate Policy 63 -- Reinforcing Credit Rating Independence and Objectivity.

 

Individual business units of The McGraw-Hill Companies will, as appropriate, issue supplemental guidelines that relate to their particular operations.

 

Discriminatory conduct. Employees may not discriminate against or harass any other employees on the basis of race, color, religion, sex, age, sexual orientation, national or ethnic origin, citizenship status, veteran status, disability or any other unlawful basis. The McGraw-Hill Companies prohibits harassment of any kind toward other employees.

 

Confidential information. An employee must regard all non-public information about The McGraw-Hill Companies or its activities as a corporate trust. Employees may not use for any purpose or disclose to others any non-public information. For example: (a) employees and members of their families possessing non-public information about The McGraw-Hill Companies may not use such information to trade in The McGraw-Hill Companies’ securities, nor divulge such non-public information to other persons to trade in The McGraw-Hill Companies’ securities; (b) employees or members of their families possessing non-public information regarding studies or pending negotiations by The McGraw-Hill Companies to acquire all or part of a company shall not divulge such information to other persons and shall not trade in the securities of such a company unless and until the studies or negotiations have been permanently terminated or completed by The McGraw-Hill Companies; and (c) employees obtaining material non-public information about another company or securities shall not trade in the securities of such other company until such non-public information becomes publicly known.

 

Trade secrets, confidential information and proprietary information concerning products and services (both those already on the market and those being developed) are a special, valuable and unique asset of The McGraw-Hill Companies. Employees should hold all trade secrets and other confidential or proprietary information in strictest confidence and should not use such trade secrets and confidential or proprietary information in any way other than in performing their duties as employees. Such trade secrets and other confidential or proprietary information may not be misappropriated, transferred or disclosed, directly or indirectly, to any person or entity. This obligation remains in effect after an employee leaves The McGraw- Hill Companies.

 

No employee may, without appropriate management approval, disclose to any person in advance of publication by The McGraw-Hill Companies: (a) any security or other rating, equity ranking or other opinion pertaining to securities, funds or other investments; or (b) the contents of any book, magazine, newsletter, electronic product, or any other information product or service produced by The McGraw-Hill Companies in any medium.

 

Intellectual property. Each employee assigns to The McGraw-Hill Companies all intellectual property, including trademark and trade secret rights, created by that employee within the scope of his or her employment. Subject to local intellectual property laws, all copyrightable work prepared by an employee within the scope of his or her employment, is a "work made for hire" and is the property of The McGraw-Hill Companies. All inventions or designs conceived or first reduced to practice in whole or in part by an employee within the scope of his or her employment shall be disclosed on a timely basis to the corporation and title to such inventions, including all patent and other such rights, shall be assigned to and owned by the corporation.

 

Customer privacy. The McGraw-Hill Companies has implemented Corporate Policy 20, Customer Privacy, to protect the privacy of its customers and business prospects. All employees are responsible for being familiar with this policy and for complying with its terms.

 

The McGraw-Hill Companies’ use of third-party information. The McGraw-Hill Companies is a substantial user of proprietary materials belonging to others, including “hard copy” magazines and newspapers, as well as software and digital information. Employees have an obligation to comply with the copyright, trademark, patent and trade secret laws as they pertain to these materials. In addition, employees have an obligation to comply with the terms and conditions of agreements (including website agreements) under which employees use third-party proprietary material, content and software.

 

Competitive intelligence. Employees are encouraged to stay informed about competitors through publicly available information. All competitive intelligence activities must be conducted in compliance with the following 12 core principles.

 

•  Competitive intelligence may be obtained only in compliance with applicable laws. 
•  The use of publicly available information is permitted. 
• Avoid pressuring anyone, including customers, to provide a competitor’s proprietary information. When in doubt, listen, but don’t ask. Never use threats or incentives to obtain a competitor’s information. 
•  Respect the right of other companies to protect their trade secrets and confidential information. Do not seek nonpublic information about a competitor from anyone, including customers, if you know that the competitor has prohibited that person from sharing the information. Comply with nondisclosure and confidentiality agreements, terms and conditions of use, and any other restrictions that may apply to non-public information received from any source.  
•  Always be forthright and truthful about your relationship with McGraw-Hill. Use only your McGraw- Hill company e-mail address when signing up for digital or online products from competitors. Do not use another person’s log in data to access a competitor’s information or product. 
•  Do not do indirectly what you may not do directly. Any contractor, consultant, agent or other third party acting on McGraw-Hill’s behalf must comply with these principles. 
•  It is appropriate to ask former employees of competitors about their ideas, viewpoints and industry experience, but do not seek trade secrets or confidential information. 
•  If a competitor’s proprietary information is revealed through the intentional but careless act of its employees or agents (e.g., talking loudly in a public place), you may use that information provided there was no misrepresentation or inducement to encourage it. However, do not use proprietary information that has been lost by the owner in a manner that was clearly a mistake or accident (e.g., sealed documents left in a public place). 
•  Generally avoid direct contact with competitors and their employees or agents where that contact might reveal pricing, promotions, product plans or other proprietary information.
•  Do not risk McGraw-Hill’s reputation or your own in a competitive intelligence effort. Before acting in this sensitive area, also consider how McGraw-Hill or you, as McGraw-Hill’s employee, would react if you learned that a competitor was doing the same thing regarding McGraw-Hill. 

•  These 12 core principles, like the McGraw-Hill Code of Business Ethics, are Company-wide provisions that apply to all McGraw-Hill employees. Business units may from time-to-time issue additional and more (but not less) restrictive guidance on competitive intelligence gathering. Employees must observe both Company-wide guidance and any supplemental unit-specific restrictions.
•  When in doubt, contact the Legal Department for guidance. 

 

Information security. Accurate and reliable information is the foundation of our business. Without proper safeguards in place, our systems are vulnerable to loss, destruction, error and abuse that can undermine the objectives and goals of The McGraw-Hill Companies.

 

Several of The McGraw-Hill Companies’ policies provide support and guidance for appropriate use of company information management resources. These policies include:

•  33 – Review and Approval of Information Technology Related Projects 
•  48 – Information Security 
•  52 – Monitoring of Information Technology Systems
•  54 – Appropriate Use of Digital Communications 
•  59 – Internet Site Blocking 

 

Employees are required to review and comply with these policies. Potential data breaches of confidential information concerning either The McGraw-Hill Companies, employees, customers or other persons should be reported immediately to Corporate Security.

 

Appropriate use of social media. The McGraw-Hill Companies Social Media Standard is designed to protect our employees and the Company as we utilize social media tools in new and creative ways to extend our brand, communicate with the market and meet the changing needs of our customers. The Standard provides all employees with information, guidelines and best practices to follow when using social media.  

 

Appropriate use and monitoring of digital communications. Corporate Policy 54 provides guidelines for the appropriate use of digital communications by employees of The McGraw-Hill Companies and other authorized persons. Digital communications include (subject to applicable laws) all digital messages sent from any Company supported e-mail system, instant messaging system, or from any computer or personal digital assistant made available by the Company. Digital communications are for the direct support of The McGraw-Hill Companies' activities. Although intended for business purposes, digital communications on the Company provided systems and networks may, subject to limitations detailed in Corporate Policy 54, be used on a limited basis for personal or non-business purposes at the discretion of the employee's business unit or corporate department. Such personal communications are subject to the prohibitions detailed in Corporate Policy 54 with respect to harassing, libelous, threatening, abusive, sexually suggestive, obscene, inappropriate comments regarding ethnicity, or any other content that is otherwise objectionable in the view of Company management.

 

The McGraw-Hill Companies reserves the right, subject to applicable local law, to monitor the digital communications of employees, contractors and other users of the information technology systems made available by the Company, including mobile and office systems, without informing the sender or recipient of the information, or the person in whose possession those communications reside. Further information can be found in Corporate Policy 52, Monitoring of Information Technology Systems.

 

Political activities. Employees, of course, are entirely free, and indeed are encouraged, to endorse, advocate, contribute to or otherwise support any political party, candidate or cause they may choose. But no reimbursement of such contributions will be or, in most instances, lawfully can be, made by The McGraw-Hill Companies in any form, directly or indirectly. Any payment or contribution made by The McGraw-Hill Companies to political candidates, public employees, office holders, political parties and other political organizations including political action committees ("PACs") must comply with Corporate Policy 41, Political Contributions and Payments. In any public political statement, references to an employee's affiliation with The McGraw-Hill Companies or any of its subsidiaries should be avoided, and in any personal political activity it must be clear that the employee is acting personally and not for or on behalf of the company.

 

Government contracts. Government contracts, whether with federal, state or municipal entities, are subject to complex laws and regulations setting forth the information which must be furnished to the government in the course of negotiating a contract or submitting a bid. Other laws regulate the performance of government contracts, accounting procedures and payment requests in ways different from private commercial contracts. In certain instances, serious violations of government contract laws or regulations may affect The McGraw-Hill Companies' ability to do business with the government or even constitute criminal conduct. Employees responsible for government contract work should become familiar with the relevant rules and regulations and should contact The McGraw-Hill Companies’ Legal Department with any questions.

 

Representing The McGraw-Hill Companies in an unauthorized capacity. No employee may contact any person or entity to seek personal gain or other benefits by claiming that the employee represents or is affiliated with The McGraw-Hill Companies.

 

Interpretation of this Code. Employees should seek advice from The McGraw-Hill Companies' Legal Department concerning any interpretation of the provisions of this Code.

 

Reporting violations of this Code. An employee who observes any conduct by other employees in violation of this Code or of any law applicable to The McGraw-Hill Companies has a responsibility to promptly inform his or her supervisor, the head of the Corporate Auditing Department or The McGraw-Hill Companies’ Legal Department. As noted above, subject to laws in certain jurisdictions outside the U.S., violations may also be reported through the Employee Hotline in confidence.

 

In general. All employees will be expected to abide by the highest ethical standards and act with complete integrity when acting on behalf of The McGraw-Hill Companies with government agencies, customers, competitors, suppliers, authors, the media, trade associations, fellow employees and the general public. Failure to follow these policies exposes you to potential disciplinary action up to and including termination.

 

 WHAT THE PUBLIC HAS A RIGHT TO EXPECT FROM THE McGRAW-HILL COMPANIES AND ITS STAFF

 

We are committed to providing products and services of high quality, to market them fairly, and to conduct our affairs honorably. But our corporation has some special responsibilities. One is to be a good citizen in the communities in which we work. We are sensitive to the economic role we play in those communities, and to the standards of service provided by our publications and broadcasting stations and our communityrelated functions. The McGraw-Hill Companies contributes to community as well as to national institutions, and encourages employees to do so by matching their gifts to educational institutions, libraries, public broadcasting and arts and cultural organizations.

 

In addition, all The McGraw-Hill Companies’ employees are encouraged to take an active personal role in organizations dedicated to public service. The corporation will back up their participation with appropriate financial contributions to qualified projects and institutions through which employees are contributing volunteer services.

 

There is a further responsibility that comes from being in the business of communicating information and serving the need for knowledge. No day passes in which millions of persons throughout the world do not make some use of The McGraw-Hill Companies’ information products and services. As a result, we have a major and pervasive impact on a global scale. And we are trusted. That trust is what imposes on us all a special responsibility to produce the very best and the most completely reliable materials and services we can. That is the basic ethical demand upon us. Nothing must compromise that. All of us should share a sense of that responsibility in all our work.

 

Revised October, 2011

1221 Avenue of the Americas

New York, NY 10020-1095

 

Integrity

We show our integrity by our ethical behavior and our respect for society’s values.

 

Employees

Our employees are the source of our ideas, actions, and performance. Employees can best achieve their full potential in an environment of fairness and respect, self-fulfillment, teamwork, and dedication to excellence.

 

Customers

We work with our customers in the spirit of long-term relationships based on making the customer’s interests our interests. Safety Our value of safety is based on our commitment to an injury-free work environment, individual self-worth, and consideration for the well-being of other people. Quality Our constant goal of quality performance is based on understanding and meeting our customers’ needs exactly.

 

Sustainability

We will support the principles of sustainability through our business strategies, processes, products, and solutions. We will act responsibly to create economic growth and value, improve the quality of life and our environmental performance.

 

Technology 

We will advance the chemistry and related sciences in our chosen fields to contribute to our customers’ success and differentiate Dow Corning from our competitors.

 

 

Dear Colleagues:

 

At Dow Corning, doing business with integrity has been our commitment since the company was founded in 1943. Sound, fair, and ethical business behavior is the foundation of Dow Corning’s reputation and success.

 

The Dow Corning Vision, Values, and Code of Conduct express the fundamental principles that should guide the behavior of each one of us every day on the job at this company. Our worldwide leadership team and I are committed to integrity in our words and actions. Employees around the world have contributed to this latest update of our Code of Conduct to ensure it speaks in the language of today’s business world.

 

We expect each Dow Corning employee to meet the standards outlined in this Code. We also expect you to report suspected violations of the Code. Retaliation against anyone who reports suspected violations will not be tolerated. Acting ethically and encouraging our co-workers to do the same are conditions of our employment at Dow Corning.

 

Additional detailed information about the topics covered here is available on Dow Corning’s intranet, Ethics and Compliance Resource Center. I encourage every employee to refer to this important resource.

 

We expect Dow Corning people to maintain the company’s reputation of integrity in all their business activities in any part of the world. Our ethical conduct every day in our work contributes to the success of Dow Corning.

 

Sincerely,

 

Robert D. Hansen

President and CEO

 

Dow Corning Commitment to Integrity

 

Integrity means consistently doing the right thing at the right time according to our values. We use this Code of Conduct to guide our decisions and actions at work.

 

Company Reputation 

The reputation of Dow Corning is built and sustained by sound, ethical conduct every day by every employee.

 

Laws and Regulations

We should all be familiar with and follow both the spirit and the letter of all laws and regulations that govern our areas of responsibility.

 

Policies and Procedures 

We must follow the Dow Corning policies and procedures that help ensure that all of our global activities are consistently managed to meet the requirements of all relevant laws and regulations.

 

Use of Company Resources

We will use or authorize the use of company resources only for legitimate business purposes. Such resources include both intangible assets, such as proprietary information, and tangible assets, such as electronic equipment.

 

Down Corning Responsiblities to Employees

 

According to our Values, employees can best achieve their full potential in an environment of excellence, teamwork, and mutual respect. Dow Corning is committed to treating employees fairly and with dignity.

 

MUTUAL RESPECT

Our commitment to honesty and mutual respect is the basis for our encouragement of open communications, teamwork, and personal development. PRIVACY We adhere to policies and practices that respect the privacy of employees, including employee records.

 

NON-DISCRIMINATION

We provide opportunities to employees without bias, based on their demonstrated ability, initiative, and potential. Discrimination in any form is not tolerated.

 

FREEDOM FROM HARASSMENT

We will maintain a work environment that is free from any type of harassment or abuse of authority. Sexual harassment, in particular, is not tolerated.

 

SAFE WORK ENVIRONMENT

We will provide a safe and clean work environment that complies with all relevant laws and regulations, including those related to substance abuse.

 

Employee Responsiblities to Dow Corning

 

Each Down Corning employee is expected to act with integrity in accordance with our Vision, Values, and Code of Conduct.

 

Employees are expected to:

• Follow Dow Corning Values, the Code of Conduct, relevant laws and legislation, and all company policies in working with Dow Corning employees, customers, suppliers, and all other business contacts. 
• Treat colleagues with mutual respect and without discrimination.
• Use Dow Corning resources only for company business purposes. 
• Avoid any activities that harm or conflict with Dow Corning’s interests. 
• Treat all Dow Corning information as a valued asset, respect and safeguard the company’s technology and intellectual property, and protect it from loss or negligent disclosure. 
• Ensure that all accounting, environmental, research, and other records are maintained accurately and in compliance with Dow Corning Information Asset Management procedures. 
• Practice the principles of Sustainability and Responsible Care® . 
• Never engage in bribery, “kick-backs,” price fixing, collusion, or any related practice that might be – or give the appearance of being – illegal or unethical. 
• Report any cases of actual or suspected non-compliance with this Code of Conduct using the channels provided. For this purpose, see “Raising Concerns and Reporting Misconduct” on page 16.

 

 

 GIFTS

Dow Corning employees may make gifts to and receive gifts from non-government employees, provided such gifts are moderate, customary, and correctly accounted for.

 

Dow Corning employees should obtain manager approval if making a gift to or receiving a gift from a non-government employee that is in excess of US$50, or its equivalent.

 

No Dow Corning employee may make or receive a gift that:

• Is in cash.
•  Involves loans, free services, or personal use of equipment or facilities. 
• Violates any laws against bribery and corruption. Is given as a bribe, kickback, or payoff. Is excessive or offensive to local culture or individuals. 
• Does not comply with Dow Corning Policies or this Code.

 

 No employee shall request a gift from a Dow Corning supplier or business partner.

 

GUIDELINES

To determine if a gift is appropriate, answer the following questions:

• Is it appropriate to the circumstance? 
• Is it appropriate to the business relationship? 
• How would my acceptance appear to my manager and co-workers?

 

ENTERTAINMENT

 

Dow Corning employees may accept or provide entertainment, provided it is moderate, customary, and correctly accounted for.

 

Business entertainment involving Dow Corning employees must be:

• For a legitimate business purpose. 
• Not provided as a bribe, kickback, or payoff. 
• In good taste at an appropriate business venue. 

 

The following types of entertainment are NOT appropriate:

• Entertainment that is excessive. 
• “Adult” entertainment of any kind. 
• Prohibited by law or local management. 

Refer to the Dow Corning Gift and Entertainment Policy for further guidance.

 

Avoiding Conflicts of Interest

 

Acting with integrity requires that we avoid conflicts – or the appearance of conflicts – between the company’s interests and our own.

 

When making decisions and acting for Dow Corning, employees are expected to do so fairly, objectively, and free of outside influences. A conflict of interest can arise when actions or decisions do not meet this requirement.

 

Conflicts of interest may arise in the following situations:

 

OUTSIDE INTERESTS

Investing in or serving as a board member for any company that does business with Dow Corning can create conflicts of interest that impact the employee’s ability to make impartial decisions for Dow Corning. Employees are prohibited from taking advantage of an opportunity for personal business or profit that belongs to Dow Corning, and should not engage in any business activity that competes with Dow Corning’s business.

 

OUTSIDE EMPLOYMENT

Employees’ outside interests should not interfere with their work responsibilities, nor should they put the company’s reputation at risk. The manager’s approval is required if an employee engages in employment outside the company. FAMILY MEMBERS If a family member is a co-worker or is involved in or affected by an action or decision being taken within Dow Corning, special care must be taken to ensure that such decisions are taken objectively and free of improper influence.

 

DEALING WITH CONFLICTS OF INTEREST

All conflicts of interest, potential or actual, should be disclosed to your manager by completing the disclosure form available on-line. For further information, please refer to the Conflict of Interest Policy or contact the Ethics and Compliance Office. 

 

Customers, Channel Partners, and Suppliers

 

 CUSTOMERS

• Dow Corning will provide customers with products and services that meet their needs exactly, as well as the necessary information and support to use our products safely and effectively. 
• Employees will respect and protect any proprietary information that customers entrust to us.

 

BUSINESS AND CHANNEL PARTNERS

• Following Dow Corning’s Code of Conduct will be a key criterion in selecting and retaining global partners. 
• Dow Corning expects business and channel partners to follow legal and ethical business practices.

 

SUPPLIERS

• Dow Corning expects its suppliers to follow legal and ethical business practices. Dow Corning reserves the right to request assurances from suppliers that they follow the Dow Corning Code of Conduct. 

 

Antitrust and Fair Competition

 

 Dow Corning supports free and fair competition in all the markets it serves. Acting with integrity requires that Dow Corning employees do not engage in trade practices that are prohibited by competition laws.

 

• All employees are expected to comply with Dow Corning’s Antitrust and Global Competition Policy.
•  No employee should engage in any contacts with competitors unless the meeting is for buying or selling products, or is held for purposes specifically authorized in the Dow Corning Antitrust and Global Competition Policy.
•  Employees must avoid contacts or behaviors that are – or appear to be – unfair methods of competition or that restrict free trade with competitors, suppliers, government agencies, or customers. 
• Employees who intend to affiliate Dow Corning with a trade association must ensure that a legal review occurs prior to joining the association. 
• Employees who become aware of a situation where competition laws are not being complied with, or they suspect that may be the case, must promptly notify a Dow Corning attorney. Antitrust and Fair Competition 

 

Financial Integrity

 

Ensuring the accuracy and integrity of our financial records is required by many laws and regulations, as well as by our Dow Corning Values.

 

FINANCIAL RECORDS

• We will maintain honest, accurate, timely, and sufficient records of our assets, liabilities, and operations. Such records may be as simple as time cards or as complex as filings of comprehensive financial statements.
• We will maintain a comprehensive system of internal controls.
• We will ensure that no unlawful, improper, or questionable payments are made to third parties.
• All employees are expected to show financial integrity in reporting and accounting for their use of company funds for travel and expense reports.

 

DISCLOSURE

• We will provide full, fair, timely, and clear disclosure of financial information, as required by law in the countries where we do business.

 

ACCOUNTING IRREGULARITIES

• We will not take part in any financial arrangement where the perceived intention of the transaction would conflict with our Values or Code of Conduct.
• Dow Corning maintains extensive internal financial controls. Any employee who observes or suspects any irregularity is required to raise concerns through the Audit Committee via Outlook (G1AUDCMT) or via audit.committee@dowcorning.com. 

 

Dealing with Governments, Government Officials, and Agencies

 

Interactions with governments, government officials, and agencies must be conducted with integrity and in accordance with Dow Corning’s Values. Employees are expected to pay special care and attention to complying with the many laws on this topic.

 

GOVERNMENTS, OFFICIALS, AND AGENCIES

• Dow Corning employees will neither offer nor make payments or gifts or provide to government officials or politicians anything of value (including goods, services, loans, meals, tickets to events, travel expenses, contributions, or intangible items), unless specifically authorized in advance by the Dow Corning Regional President and the Dow Corning General Counsel or relevant Regional Counsel.
• Any Dow Corning employee who provides a gift or entertainment to or receives a gift or entertainment from a government official shall report such gift as specified by the Dow Corning Policy on Dealing with Governments, Government Officials, and Agencies.

 

POLITICAL ACTIVITIES

Neither Dow Corning nor Dow Corning subsidiaries will give contributions to political parties or candidates.

As private citizens, Dow Corning employees are free to take part in political processes and the support of candidates or causes. If an employee chooses to express an opinion about a political issue or candidate, the employee should not imply that these political views are shared by Dow Corning.

 

Dealing with Governments, Government Officials, and Agencies 13 AV11153 AV09418 INTEGRITY Ensuring the accuracy and integrity of our financial records is required by many laws and regulations, as well as by our Dow Corning Values. Financial Integrity 12 AV12177

 

Dow Corning will:

• Use the following Guiding Principles of Sustainability:
• Reduce the environmental impact and improve the health and safety aspects of our current and future operations, products, and services.
• Foster the well-being of our employees and the communities that contribute to our current and future success.
• Bring new products and services to customers and markets that do not benefit from them today.
• Expect our suppliers and customers to support sustainable business practices.
• Work to build and maintain positive relationships with our employees, customers, shareholders, communities, suppliers, governments, and the general public.

 

Health, Safety, and Security

People safety, manufacturing process safety, and product safety are critical aspects of the well-being of employees, the broader community, customers, and our business operations. Likewise, the security of our people, places, products, and information is vital to our overall success and contributes to their safety.

 

In the firm belief that safe work IS our job, Dow Corning will:

• Focus activities on preventing accidents and eliminating root causes, continually reducing injuries and process incidents as part of our journey to achieving zero injuries. 
• Expect our people to understand Dow Corning’s safety rules, procedures, and expectations, and to follow them at all times. 
• Expect our people to report and act upon unsafe acts or conditions and help each other work more safely. 
• Integrate people, process, and product safety considerations into our business decisions. 
• Create awareness of security risks and appropriate mitigation techniques for all of our people and assets. 
• Manage chemicals responsibly throughout their life cycles, consistent with the Product Stewardship principles of Responsible Care® , ensuring that our products and services are safe, effective, and accurately described for their intended uses.
•  Communicate the nature and characteristics of our raw materials and products to stakeholders. 

Sustainability

 

The Dow Corning Value of Sustainability commits the company to act responsibly to create economic growth and value, improve the quality of life and our environmental performance.

 

 

Dow Corning will:

 

• Use the following Guiding Principles of Sustainability:
• Reduce the environmental impact and improve the health and safety aspects of our current and future operations, products, and services.
• Foster the well-being of our employees and the communities that contribute to our current and future success.
• Bring new products and services to customers and markets that do not benefit from them today.
• Expect our suppliers and customers to support sustainable business practices.Work to build and maintain positive relationships with our employees, customers, shareholders, communities, suppliers, governments, and the general public. We will communicate openly with these groups.

 

 

REPORTING CHANNELS 

To make the reporting process as easy and comfortable as possible for everyone, Dow Corning offers a variety of reporting channels for both employees and persons outside the company.

 

Help Line 800-898-9483

• Dow Corning maintains an externally operated service to receive calls on a confidential basis from employees who wish to raise issues or concerns. For sites outside the U.S., you must first dial the Access Code.

 

Ethics and Compliance Office

• Email address G1ETHICS via Outlook, or
• ETHICS@dowcorning.com via the Internet, or
• By letter to the attention of the Ethics and Compliance Office.

 

Audit Committee

Report concerns of improper accounting or auditing.

• Email address Audit Committee G1AUDCMT via Outlook, or
• audit.committee@dowcorning.com via the Internet, or
• By letter to the attention of the Audit Committee.

 

The Dow Corning Ombudsperson Network

• Dow Corning maintains a global network of ombudspersons – men and women specially trained to handle employee concerns about ethical issues. Ombudspersons are located at all our primary locations around the world. A list of ombudsperson names, locations, and contact information is available on the Dow Corning intranet.

 

Internal Resources

• Manager or Supervisor, or
• Human Resources representative, or
•  Ombudsperson. 

CONFIDENTIALITY

 When an employee makes a report or raises a concern, it will be treated confidentially.

 

ANONYMOUS REPORTING

Be aware that the laws of some countries may affect how anonymous calls are handled.

 

NON-RETALIATION

There will be no retaliation or penalty against an employee who raises an issue or concern in good faith.

 

FEEDBACK

Feedback will be provided to employees who raise issues or concerns. 16 AV12812 Preserving the ethical culture of our company is everyone’s responsibility. Dow Corning management believes cases, questions, or concerns about potential violations of this Code can and should be reported promptly by any employee without fear of penalty or retaliation. Raising Concerns and Reporting Misconduct

 

If you:

1. Are unsure if an action is legal or ethical, or

2. Suspect that misconduct may have occurred, or

3. Have observed misconduct, You are required to report it. Use the reporting channels mentioned to the right.

 

Resources for Making Ethical Decisions

The Code of Conduct does not address all possible circumstances that rise in the course of our day-to-day work. For this reason, the following supplemntal resources are provided for addtional guidance.

 

TRAINING RELATED TO THE CODE OF CONDUCT

• On-line courses on the Code of Conduct and other compliance topics are provided on Dow Corning 
• University (DCU). 
• Managers should supplement the DCU training by devoting at least one staff meeting each year to the 

Code of Conduct. This provides an opportunity for employees to dialogue and learn from each other how the Code can be applied.

 

ETHICS AND COMPLIANCE RESOURCE CENTER

• Employees are encouraged to visit this intranet site often and become familiar with its contents. 
• The intranet site offers more detailed information on many aspects of the Code of Conduct, including a comprehensive Question and Answer section and a Global Policy listing.

Dow Corning Code of Conduct Policies

Dow Corning maintains a resource of global policies. The following policies belonging to the Code of Conduct explain expected conduct in more detail.

• Antitrust and Global Competition 
• Compliance with Laws 
• Compliance with Export Regulations 
• Conflict of Interest Disclosure
•  Insider Trading 
• Respect for the Individual

 

ETHICAL ACTION TEST

• Is this action legal?
• Does the action comply with company policies?
•  Is the action consistent with Dow Corning’s Values? 
• Would I behave this way with my family or friends? 
• Would I be perfectly OK with someone behaving this way toward me? 
• How would this action be reported in the newspaper?

Eaton Corporation requires that all directors, officers and employees of Eaton, its subsidiaries and affiliates (“Eaton”) abide by the fundamental principles of ethical behavior listed here in performing their duties.

 

1. Obeying the law – We respect and obey the laws, rules and regulations applying to our businesses around the world.

 

2. Integrity of recording and reporting our financial results – We properly maintain accurate and complete financial and other business records and communicate full, fair, accurate, timely and understandable financial results and other material information. We have developed a system of internal controls designed to preserve the integrity of our records and information.

 

3. Respecting human rights – We respect human rights and require our suppliers to do the same.

 

4. Delivering quality – We are committed to producing quality products and providing quality services.

 

5. Competing ethically – We gain competitive advantage through superior performance. We do not engage in unethical or illegal trade practices.

 

6. Respecting diversity and fair employment practices – We are committed to respecting a culturally diverse workforce through practices that provide equal access and fair treatment to all employees on the basis of merit. We do not tolerate harassment or discrimination in the workplace.

 

7. Avoiding conflicts of interest – We avoid relationships or conduct that might compromise judgment or create actual or apparent conflicts between our personal interests and our loyalty to Eaton. We do not use our position with Eaton to obtain improper benefits for others or ourselves. We do not engage in activities or enter into relationships that compete with Eaton.

 

8. Protecting assets and information – We use Eaton property, information and opportunities for Eaton’s business purposes and not for unauthorized use. We properly maintain the confidentiality of information and employee data entrusted to us by Eaton or others.

 

9. Acting with integrity – We do not offer or accept bribes, kickbacks or inappropriate gifts or entertainment. We engage in business practices that are consistent with our ethics and values.

 

10. Selling to governments – We comply with the special laws, rules and regulations that relate to government contracts and relationships with government personnel.

 

11. Political contributions – We do not make contributions on behalf of Eaton to political candidates or parties, even where lawful.

 

12. Environment, health and safety – We are committed to being a global leader in safeguarding the health and safety of our employees and protecting the environment.

 

Reporting – Subject to local law, any person may openly or anonymously report any ethical concern or potential or actual legal violation, including any accounting, financial, tax or anti-bribery matter, to the Ethics and Compliance Office. Confidentiality will be maintained to the fullest extent possible while permitting an appropriate investigation.

 

These reports may be made by postal mail, e-mail or telephone as indicated below:

 

Postal mail -

Send mail to:

VP, Ethics and Compliance,

Eaton Corporation,

1111 Superior Ave,

Cleveland, Ohio 44114 USA

 

E-mail -

Send e-mail to Ethics@eaton.com or use the web forms located on the Global Ethics website accessible through JOE (Eaton’s intranet) or on Eaton’s external website.

 

Telephone - Contact the Ethics and Financial Integrity Help Line by dialing 800.433.2774 from the U.S. and Canada. From all other countries, dial the number listed on your local Ethics poster or on the Global Ethics website on JOE. The Help Line is tollfree, and a multilingual representative is available 24 hours a day 7 days a week.

 

Multilingual support - If you prefer, you may use your native language to write your concern to one of the addresses above, and we will translate your letter or e-mail.

 

Eaton will not permit retaliation against any employee who reports an ethical, legal or financial concern nor will it discipline any employee for making a report in good faith.

 

Personal responsibility

 

Every director, officer and employee has the personal responsibility to read, know and comply with the principles contained in this Code of Ethics. Subject to local law, compliance with these principles is a condition of employment, and failure to comply may result in discipline, up to and including termination.

 

The Board of Directors shall determine, or designate appropriate management personnel to determine, the actions to be taken in the event of violations of the Code of Ethics. These actions will be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Ethics.

 

Subject to local law, every director, officer and employee has the duty to bring to the attention of Eaton any activity that in his or her judgment would violate these principles. Reports may be made to a supervisor or another member of management, or the Ethics and Compliance Office as noted above. Potential violations may also be reported to the chairs of the Audit or Governance Committees of the Board of Directors, or directly to the full Board of Directors, by mail in care of the VP, Ethics and Compliance, who will forward the report.

The International Society of Arboriculture, Inc. (ISA) is a voluntary, non-profit, professional association. The ISA Certification Program certifies qualified practitioners in the field of arboriculture, who have met the professional knowledge standards established by the ISA Certification Board.

 

Regardless of any other professional affiliation, this ISA Certified Arborist Code of Ethics applies to those individuals seeking ISA Certified Arborist certification (candidates), and all individuals certified by the ISA as Certified Arborists (certificants). The Certified Arborist Code of Ethics establishes appropriate and enforceable professional conduct standards, and explains the minimal ethical behavior requirements for Certified Arborist certificants and candidates. The Certified Arborist Code of Ethics also serves as a professional resource for arborists, as well as for those served by Certified Arborist certificants and candidates, with respect to such standards and requirements.

 

I. Responsibilities to ISA, the profession and the public.

 

A. Certified Arborist compliance with all organizational rules, policies and legal requirements. Certificants and candidates must:

 

1. Comply with all applicable laws, regulations, policies and ethical standards governing professional practice of arboriculture.

 

2. Comply with all accepted professional standards related to arboriculture practice, including national practice standards and policies.

 

3. Provide accurate, complete, and truthful representations concerning all certification and recertification information.

 

4. Maintain the security of ISA examination information and materials, including the prevention of unauthorized disclosures of test information.

 

5. Cooperate with ISA concerning ethics matters and the collection of information related to an ethics matter.

 

6. Report to the ISA Certification Program, in a timely manner, their personal conduct that may violate any provision of the Certified Arborist Code of Ethics or the Certification Program Ethics Case Procedures.

 

7. Refrain from behavior or conduct that is clearly in violation of professional, ethical, or legal standards related to occupational services and/or activities.

 

II. Resonsibilities to clients, employers, and the public.  

 

 A. Certified Arborist responsibilities concerning the performance of professional services. Certificants and candidates must:

 

1. Deliver safe and competent services with objective and independent professional judgment in decision-making.

 

2. Recognize the limitations of their professional ability and provide services only when qualified. The certificant/candidate is responsible for determining the limits of his/her own professional abilities based on qualifications, education, knowledge, skills, practice experience, and other relevant considerations.

 

3. Make a reasonable effort to provide appropriate professional referrals when unable to provide competent professional assistance.

 

4. Maintain and respect the confidentiality of sensitive information obtained in the course of professional activities unless: the information is reasonably understood to pertain to unlawful activity; a court or governmental agency lawfully directs the release of the information; the client or the employer expressly authorizes the release of specific information; or, the failure to release such information would likely result in death or serious physical harm to employees and/or the public.

 

5. Properly use professional credentials, and provide truthful and accurate representations concerning education, experience, competency and the performance of services.

 

6. Provide truthful and accurate representations to the public in advertising, public statements, and other representations, and in the preparation of estimates concerning costs, services and expected results.

 

7. Recognize and respect the intellectual property rights of others and act in an accurate, complete, and truthful manner, including activities related to professional work and research. 

 

B. Certified Arborist responsibilities concerning conflicts of interest and appearances of impropriety. Certificants and candidates must:

 

1. Disclose to clients or employers significant circumstances that could be construed as a potential or real conflict of interest or an appearance of impropriety.

 

2. Avoid conduct that could cause a conflict of interest with a client, employer, employee, or the public.

 

3. Assure that a conflict of interest does not compromise legitimate interests of a client, employer, employee, or the public and does not influence or interfere with professional judgments.

 

4. Refrain from offering or accepting significant payments, gifts or other forms of compensation or benefits in order to secure work or that are intended to influence professional judgment.

 

C. Certified Arborist responsibilities concerning public health and safety. Certificants and candidates must:

 

1. Follow appropriate health and safety procedures, in the course of performing professional activities, to protect clients, employers, employees, and the public from conditions where injury and/or other harm are reasonably foreseeable.

 

2. Inform appropriate government representatives or agencies when aware of an activity or circumstance that may cause an unsafe condition or violate legal requirements.