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The Schwan Food Company Business Ethics Code of Conduct
The Schwan Food Company recognizes that employees
have an inherent understanding of ethical business conduct.
Our mission is: “Delight consumers with an unmatched
food experience that delivers superior value.” To achieve this
mission, we must be diligent in ensuring that our reputation
is maintained in every country, community, and location
where we do business. Our business ethics program is
the guiding principle of who we are and how we conduct
The business ethics program consists of our Code of
Conduct, ongoing communication and training, and
communication channels in which individuals can ask
questions or communicate concerns. The goal of the
business ethics program is to prevent, identify, and
correct issues as we continue to serve our valued customers.
Our Business Ethics Code of Conduct guides all of us,
from board of directors to new employees, to achieve
the highest level of ethical business conduct. Each of us
is responsible for becoming familiar with the Code and
applying its principles.
We have a rich heritage, which is reflected in our core
values and in our Code of Conduct. We are committed
to ensuring that our actions reflect our words. Remember
that our reputation and our future depend on the manner
in which we conduct ourselves and the decisions we make
Allan L. Schuman Greg Flack
Chairman of the Board CEO, President and COO
Allan L. Schuman
Chairman of the Board
CEO, President and COO
BUSINESS ETHICS LINE 1.800.818.9065
Table of Contents
The Schwan Business Ethics Program Overview ..................................2
Worldwide Applicability. .........................................................................2
Our Core Values and Code of Conduct .................................................3
Knowing and Complying with the Code and Law ................................3
Asking Questions and Communicating Concerns ................................4
Follow-up and Retaliation .......................................................................6
We are Responsible for Telling the Truth ...............................................6
Mutual Respect .................................................................................................7
Dignity in the Workplace ........................................................................7
Health and Safety ....................................................................................8
Business Practices .............................................................................................9
Competition / Antitrust ..........................................................................9
Insider Trading .......................................................................................10
Conflicts of Interest / Entertainment & Gifts .....................................11
Vendor Relationships .............................................................................13
Use of Company Resources ...................................................................14
Accuracy & Retention of Business Records .........................................15
Confidential and Proprietary Information ............................................17
Media and Public Discussion ................................................................18
Civic and Political Activity ....................................................................18
Regulatory & Legal Inquiries................................................................19
THE SCHWAN BUSINESS ETHICS PROGRAM OVERVIEW
The Schwan Business Ethics Code of Conduct is a guide to the ethical and legal
responsibilities governing each of us. It is not a complete rule book that addresses
every ethical issue, nor a summary of all laws and policies. Rather, the Code gives us
guidance and directs us to resources to help make the correct decisions. Throughout
the Code of Conduct, we speak of company rules and policies. In these cases please
refer to the employee handbook, your supervisor, or Human Resources for the
specific policy guidelines.
We acknowledge and appreciate the wide variety of cultural and political differences
of the countries in which we operate. While we recognize local laws and customs
may dictate the necessity for this Code to be flexible, we do expect all employees to
adhere to the philosophies and underlying principles of the document.
The Ethics and Law departments are corporate support functions. As such, guidance
should be sought from these resources when necessary regardless of the country in
which your respective business operates.
*Note: All references to “Schwan” or “the company” throughout this document includes the
subsidiary companies of Th e Schwan Food Company.
OUR CORE VALUES & CODE OF CONDUCT
Schwan values growth, helping one another, enthusiasm, hard work and integrity.
These values are the foundation of the Business Ethics Code of Conduct. The
Code is the cornerstone of the Schwan business ethics program and applies to all
employees, contractors, officers, and members of the board of directors.
In complying with the Code of Conduct, the following basic questions should guide
• Do you believe that what you are doing or are being asked to do may be illegal
• Could someone’s health or safety be endangered by the action?
• Would you be unwilling or embarrassed to tell your family, friends, or co-workers?
• How would you feel if this was reported in a newspaper?
• Is it the right thing to do?
WE ARE RESPONSIBLE FOR KNOWING AND
COMPLYING WITH THE CODE AND THE LAW
It is the duty of all of us to know, understand, and comply with the Code of Conduct
and applicable laws. It is part of our jobs, of our responsibility, of who we are and how
we conduct business.
WE ARE RESPONSIBLE FOR ASKING QUESTIONS AND COMMUNICATING CONCERNS
If you have a question or a concern about a point of ethical conduct, there are
a number of channels available for assistance. As employees, we each have a
responsibility to communicate any circumstances or actions that violate or appear to
violate the principles of the Code of Conduct. Your resources for seeking assistance or
communicating concerns include:
• Your supervisor or another member of management
• A Human Resources Representative
• The Ethics Department
The Schwan Food Company
115 West College Drive
Marshall, MN 56258
• The Business Ethics Line
The company provides a business ethics telephone line within the United States
and Canada. The business ethics line is managed and staffed by an independent
third-party firm that is experienced in handling sensitive matters. The line
provides the means to ask questions, receive guidance, or communicate concerns.
Company operations outside the United States and Canada may be subject to
local laws or regulations that govern the use of such an ethics line. An ethics line
may not be available for use in these other countries. For clarification regarding
the rules that apply to the country in which you work, you should contact your
supervisor, a member of management, or a Human Resources representative.
Nonetheless, even if an ethics line is not available within your country of
employment, the traditional methods of presenting questions or issues to a
supervisor, another member of management, or a Human Resources representative
are available to you.
Employees within the United States and Canada can contact the business ethics
line 24 hours a day, 7 days a week at 1-800-818-9065 and have the option to
Within the U.S.: 1-800-818-9065 (You may remain anonymous.)
Within Canada: 1-800-818-9065 (You may remain anonymous.)
• The Law Department
The Schwan Food Company
115 West College Drive
Marshall, MN 56258
The following chart should help you see the process for seeking assistance,
asking a question, or raising a concern:
an ethical issue.
Contact direct Call the respective
supervisor, a member business ethics line
of managment, or if available in
human resources. his/her country.
Receive guidance. --------- The call
Make an is sent to the
informed decision. Ethics Department.
action is taken.
FOLLOW UP AND RETALIATION
The business ethics program is designed to ensure that anyone acting in good faith
has the means to communicate questions, concerns, or apparent violations of the
Code of Conduct without fear of retaliation. The laws that govern the use of business
ethics lines diff er by country. In some countries, business ethics line callers may be
able to remain anonymous and no attempt will be made to identify them. However,
callers should know that it is often more difficult to appropriately investigate issues
raised anonymously. Callers within the United States and Canada do have the option
Retaliation in any form against an individual who in good faith reports a known or
suspected violation of the Code of Conduct, a law, or other policy is itself a violation
of company policy and the Code of Conduct. Suspected acts of retaliation should be
reported immediately to the Ethics Department.
WE ARE RESPONIBLE FOR TELLING THE TRUTH
Investigations of actual or potential violations of the Code of Conduct or other
company policies or laws may be conducted. Discussions are a fundamental part of
the process whether they relate to a question, concern, or investigation. If
you are interviewed or asked to provide information regarding an actual or potential
violation, it is important, necessary, and required that you cooperate fully and
DIGNITY IN THE WORKPLACE
No matter what Schwan business you work for, or what part of the world you work
in, everyone deserves to be treated fairly and with dignity. We are committed to a
policy of equal opportunity for all qualified applicants and employees without regard
to race, color, gender, religion, age, national origin, ancestry, disability, military status,
or other legally protected status.
We are committed to providing a workplace that is free from harassment,
intimidation, and abuse.
Example Application – Question & Answer
Q: The quality assurance manager asks one of his subordinates out on a
date. The subordinate is not interested in dating him, but is scared to say no
because her manager has stated that it would be beneficial for her career for
her to go out with him.
A: The subordinate should say no to her manager and contact another
member of management, a Human Resources representative, or the business
ethics line to report the issue. Please refer to company policy in regard to
acceptable relationships in the work place.
Q: A facility supervisor is reviewing the applications he received for
an open material handler position. There are five male applicants and one
female. When deciding who to call back for an interview, he decides not to
call the female back because the last female employee he hired was not a
very hard worker.
A: This decision on the part of the facility supervisor is inappropriate. All
applicants must have equal opportunity for employment. No decisions or
assumptions should be made based on an applicant’s race, gender, religion,
age, national origin, ancestry, disability, military status, or other legally
HEALTH & SAFETY
Schwan is committed to providing a safe work environment. We all have a
responsibility to abide by all applicable laws, rules, practices, and precautions to
protect ourselves, coworkers, and our customers. This includes reporting to work
free from the influence of any illegal or controlled substances that could prevent one
from conducting work activities safely. We all have a responsibility to immediately
communicate accidents and unsafe practices or conditions to appropriate personnel.
Example Application – Question & Answer
Q: The truck that a route sales representative (RSR) is scheduled to use
is in need of some vital repairs. Prior to informing his manager about the
necessary repairs, the RSR asked a coworker if there are any spare trucks
available for that day. He is told there are not, so he decides to use the truck
anyway so that he does not have to make the day up on Saturday.
A: The decision to use the impaired truck is wrong. Not only does it put
the RSR in danger, it also puts the general public in danger and violates
Department of Transportation (DOT) regulations. Employees should
always report mechanical issues with company vehicles or equipment to
Q: You become aware that the wrong ingredients were used to make
sundae cones. You are not sure if you should tell your supervisor due to the
amount of overtime it would take to start from scratch and the financial
hardship it would cause the company.
A: Inform your supervisor immediately. The safety of our products and
our customers is our first priority.
The countries in which Schwan operates now or in the future have fair competition
or antitrust laws that safeguard the rights of consumers and prohibit restraint of
trade, unfair practices, or abuse of economic power. The company is committed to
conducting business in a manner that promotes fair competition and free enterprise
consistent with these principles. In general, agreements to fix or control prices,
agreements to allocate markets or customers, or agreements in which a seller refuses
to sell one product unless the buyer agrees to purchase another product are contrary
to these principles and our Code of Conduct. If you have questions about how
the antitrust or similar laws apply to a particular situation, please seek appropriate
guidance from applicable company policy, a member of management, the Law
Department, or the Ethics Department.
Example Application – Question & Answer
Q: A customer sales representative received a phone call from a
competitor’s sales representative. During the conversation, the competitor
stated how many hours he had worked lately and that it would be nice if
he didn’t have to service quite as many stores. He suggested that he and the
company’s representative should divide the city in half and each service one
A: The company’s customer sales representative declined the offer and
reminded the competitor that it is illegal to enter into any such agreement.
The Schwan Food Company and its subsidiary companies are privately-held
companies. However, there are various securities laws to which we are bound and
committed. Employees may come into possession of confidential and highly sensitive
information relating to public companies. Those who have non-public information
relating to a public company, may not use that information for their own benefit or
the benefi t of others and may not pass that information on to others or encourage
others to make transactions involving the securities of that public company.
It is Schwan policy that employees who have non-public information may not buy or
sell the securities of that public company until such time after public disclosure of the
information as required under the applicable laws of the country concerned. If you
have questions regarding how securities or similar laws apply to a particular situation,
please seek appropriate guidance from applicable company policy, a member of
management, the Law Department, or the Ethics Department.
Example Application – Question & Answer
Q: An area sales manager considered buying stock in a regional grocery
store which is one of her customers. She decided that it would be a good
idea to discuss the situation with her manager first to ensure that it would
not be a violation of the Code of Conduct.
A: Since the area sales manager has a business relationship with the
grocery store, she may be inclined to make questionable decisions on behalf
of Schwan to ensure that her personal stock is more profitable. The area sales
manager was right to seek guidance.
Example Application – Question & Answer
Q: An administrative assistant heard a rumor that Schwan would be
acquiring a small publicly traded frozen-food manufacturer. She thought
it may be a good financial decision to purchase some of the publicly traded
company’s stock before the transaction was finalized and made public. She
decided to contact her manager prior to making a final decision.
A: Individuals who obtain non-public information may not purchase or
sell securities until such time after public disclosure of the information as
required under the applicable laws of the country concerned. Purchasing the
stock would have been a violation of the Code of Conduct. She was right to
CONFLICTS OF INTEREST / ENTERTAINMENT & GIFTS
A conflict of interest exists where an individual’s interests conflict with the interests
of Schwan. While conducting the company’s business we must avoid conflicts of
interest, or the appearance of a conflict of interest, as well as any relationship or
activity that might impair one’s ability to make objective and fair decisions when
performing at work. Schwan is committed to competing on the basis of the quality of
its products and services. Employees should avoid any actions that result in business
being gained in exchange for any gift, meals, or entertainment. We should also avoid
actions that create the impression that business was gained in exchange for gifts,
meals, or entertainment.
Some examples of potential conflict situations are:
• Employees or members of their immediate family affiliated with a fi rm which either
provides goods or services to a Schwan business unit or is a competitor of Schwan;
• Employees or members of their immediate family acting as a contractor,
vendor, or consultant to Schwan;
• Holding a second job that interferes with your employment with Schwan;
• Use of Schwan’s confidential information in a way that advantages the employee or
members of their immediate family.
The giving or receiving of gifts can create a conflict of interest or can appear to be
a conflict of interest. To ensure that business-related gifts, meals, or entertainment
are not subject to abuse and do not create or appear to create a conflict of interest,
Schwan only permits gifts to be given or received if they are limited in occurrence
and reasonable in value. Gifts also must not influence or give an appearance of
influencing the recipient. Employees may accept occasional meals, refreshments,
entertainment, and similar business courtesies so long as they are not lavish or
excessive and do not create the appearance of an attempt to influence business
decisions. Under no circumstance will any employee accept or give any gift or
courtesy as a bribe. More specific guidance is available in company policy or from an
appropriate member of management.
The Foreign Corrupt Practices Act (United States) and the laws of other countries
restrict the giving or receiving of gifts, meals, and entertainment to government
officials. Schwan prohibits gifts to or from government employees unless applicable
regulations permit the giving and acceptance of the gift. We prohibit payment of
gratuities to public officials to expedite or obtain routine governmental actions, except
where such practices are lawful and customary. In such cases, payments must be
limited to customary amounts, be properly documented, and be approved in advance
by the Law Department.
Example Application – Question & Answer
Q: A route sales representative (RSR) is scheduled to service his mother
on his weekly route. Th e RSR wonders if this creates any issues in complying
with the Code of Conduct. He decides to discuss the situation with his
A: Th is does create a special situation. All customers must be treated
fairly. The relationship between the RSR and his mother may create an
appearance of preferential treatment towards her. Th e decision may be made
to give his mother’s account to another RSR. Th e RSR was right to seek
Q: A territory sales leader (TSL) is accepting bids for snow removal and
lawn maintenance for his depot. Th e TSL gives one of the depot employees
the details of the competing firms to ensure that the employee’s son will win
A: The TSL violated company policy and the principles of fair
competition in the bidding process by disclosing the bid information.
In addition, it may be inappropriate for the son of an employee to be a
contractor for the depot.
Example Application – Question & Answer
Q: While establishing an internet connection in a foreign country, a
manager was informed by an employee of the government-owned telephone
company that an additional $20 would have to be paid to ensure that the
internet connection would be established within the required deadline.
A: Any time an additional payment is required or requested by a
governmental official, contact must be made with the Law Department. The
Law Department is responsible for making the determination as to whether
the requested payment is legal, reasonable, and customary. Th e payment
must also be fully documented to ensure full disclosure.
We select our suppliers, vendors, and contractors in a non-discriminatory manner
based upon the quality, price, service, delivery, and supply of goods and services. Such
decisions must never be based on personal interest or the interests of family members.
All vendor, supplier, and business relationships with outside parties should be
formalized in written agreements in accordance with company purchasing and
contracting policies. It is generally not appropriate for an employee to also act as a
vendor to the company.
Example Application – Question & Answer
Q: A new vendor for a Schwan subsidiary learns that the category
director is a football fan. In recognition for the new account that was
established, the vendor sent the category director two tickets to the game
for the director and a guest.
A: In this case, there appears to be no business purpose to the outing. The
director should refer to company policy and/or seek appropriate guidance
regarding the appropriateness of accepting the tickets.
USE OF COMPANY RESOURCES
Schwan provides the necessary resources to its employees for the purposes of
fulfilling their responsibilities. Resources include materials, financial assets, inventory,
land, equipment, technology, information, and an employee’s time at work. The
use of Schwan Resources for personal business, individual profit, or any unlawful,
unauthorized, or unethical purpose is prohibited by company policy.
The computer systems (including e-mail and Internet access) are Schwan resources
and are provided for legitimate business activities by authorized individuals.
Employees should not have an expectation of privacy regarding the use of computer
systems, e-mail, Internet, or other Schwan programs.
Example Application – Question & Answer
Q: An Information Services Department (IS) employee receives a request
from a friend for a list of all of the company e-mail addresses. The friend
wants to use the e-mail addresses to solicit business for a new company.
A: The IS employee explained to his friend that it is against company
policy to share company e-mail addresses for non-Schwan related purposes
and declined his request.
ACCURACY & RETENTION OF BUSINESS RECORDS
It is the company’s policy to record and report its business information honestly and
accurately. Individuals involved in creating, transmitting, or entering information
into Schwan financial and operational records are responsible for doing so accurately
and with appropriate supporting documentation. No officer, employee, or agent may
make any entry that intentionally hides or disguises the true nature of a transaction.
Compliance with established company policies, our system of internal controls,
and generally accepted accounting principles is necessary at all times. Instances of
employees knowingly entering false or inaccurate information into the Schwan
accounting or other systems is prohibited and may be illegal.
Our commitment to accuracy and appropriate retention of business records includes
prohibiting unauthorized destruction of or tampering with any records, whether in
written or electronic form, when we are required to maintain the records or when we
have reason to know of threatened or pending government investigation or litigation
relating to the records. Records include such things as paper copies, electronic files,
audio/video recording, microfiche, and microfilm. If you have questions about
whether particular records should be retained, please seek appropriate guidance from
applicable company policy, a member of management, the Law Department, or the
Example Application – Question & Answer
Q: As the year is coming to a close, the manager of a bakery plant realizes
operations have already exceeded the annual business plan. Th e plant
manager asks the division chief financial officer if the remaining profit for
the year can be reported at a later date in order to have a head start on the
A: Doing so would cause false and inaccurate information to be
recorded. Th is action is inappropriate and a violation of the Code of
Conduct. All income and expenses must be recorded in the period in
which they are earned.
Example Application – Question & Answer
Q: A food service salesperson had a customer who demanded that the
salesperson alter an invoice. Th e customer wanted the invoice to show a
higher price than what was actually paid and to show delivery to a different
store. Th e customer stated that he would no longer do business with Schwan
unless the salesperson agreed to falsify the invoice.
A: Th e salesperson refused to make the changes because he knew it
would be a violation of the Code of Conduct. Losing a customer with
questionable ethics is much better than compromising the integrity of
Q: While traveling for business, two employees had dinner together. The
senior of the two employees paid for the meal and was reimbursed by the
company for the expense. The other employee took a copy of the receipt and
turned it in as well for reimbursement.
A: The action of the second employee is not only a violation of the Code
of Conduct, but it is also illegal - he stole from the company.
Q: An hourly employee is having a hard time keeping up with his
workload. He knows he has the necessary programs on his home computer
to complete his work so he decides to complete the tasks over the weekend.
A: These tasks are considered a part of his job, no matter where the
tasks are completed. Hourly employees are not allowed to complete work
functions without being compensated. The employee should speak to his
supervisor and work out an arrangement that will allow the tasks to be
completed and to be compliant with all applicable laws.
Q: A route sales representative (RSR) arrives at the depot early on a
Monday morning for a safety meeting. She does not punch in because she
doesn’t want the time spent at the meeting to be counted against her DOT
A: Company policy and DOT regulation require all time spent
performing work functions to count as hours-of-service time. The
employee must clock in to ensure this time is included in her DOT
CONFIDENTIAL & PROPRIETARY INFORMATION
We all have a responsibility to safeguard confidential business information and use
such information only for company purposes. Confidential business information
includes without limitation, the company’s inventions; trade secrets; business
plans and projections; sales, cost and profit figures, and projections; new product
or marketing plans; customer details and programs; research and development
ideas or information; manufacturing processes or methods; personnel information;
information regarding potential acquisitions, divestitures and investments; and any
other matters considered or reasonably expected to be considered confidential by the
Each of us has a responsibility to protect confidential proprietary information.
Releasing such information must be done with a valid business purpose, proper
authorization, and, as appropriate, a properly executed confidentiality agreement.
Schwan expects the same commitment to confidentiality from its consultants and
suppliers. Employees will not do business with suppliers or vendors who need access
to the company’s confidential information until an appropriate confidentiality
agreement is accepted by the suppliers or vendors. If you have questions about this,
please seek appropriate guidance from applicable company policy, a member
of management, the Law Department, or the Ethics Department.
Example Application – Question & Answer
Q: A marketing manager is preparing an ad campaign for a new type of
pizza. She is very excited about the product and the plan she has developed
to take it to market. She would like to discuss the concept with a friend
who works for an outside advertising company. She is not sure if this is a
violation of the Code of Conduct so she decides to check with her manager
A: She made the right decision to check with her manager. Sharing nonpublic
information with someone outside of the company is a violation of
the Code of Conduct.
MEDIA & PUBLIC DISCUSSION
The Public Relations & Communication Department is responsible for all contact
with the media. This includes newspapers, magazines, trade publications, radio,
television as well as any other external sources looking for information about
Schwan. Unless you are specifically authorized to represent Schwan to the media, any
request for information must be referred to the Public Relations & Communication
All of us must be careful not to disclose any confidential, personnel, or business
information through public or casual discussions, or to the media. Any stories,
articles, speeches, records of operations, pictures, or other material in which the
company name is mentioned or indicated, must be submitted through your
supervisor, for approval by the Public Relations & Communication Department prior
Schwan is committed to conduct its business in an environmentally conscientious
manner that is socially responsible, scientifically based, and economically sound. It is
Schwan policy to abide by all applicable environmental laws and regulations.
CIVIC AND POLITICAL ACTIVITY
We believe governments benefit from citizens who are politically active. For this
reason, the company encourages each of us to participate in civic and political
activities in his or her own way.
Schwan is prohibited by U.S. federal law from contributing to any campaign for
federal elected office, and to campaigns in states or other countries with similar
prohibitions. The financial and other resources of the company shall not be used for
any direct or indirect political activity, except where allowed by law.
Only employees specifically authorized by the company can lobby elected or
appointed government officials to influence proposed or existing legislation,
regulation, rule, code, or ordinance that affects Schwan business. Those employees are
responsible for knowing and strictly conforming to the legal requirements applicable
to such matters.
Participation in voluntary political action committees (PAC) which operate in
accordance with the law is permitted. Schwan corporate policy provides guidance
related to employee political activity. Consult the Government and Community
Affairs Department or the Law Department if you have any questions in this area.
Example Application – Question & Answer
Q: Th e company is sponsoring an ice cream social at one of the local
elementary schools during parent teacher conferences. One of the
employees who signed up to hand out ice cream is also running for the
school board. While he is handing out ice cream, he also distributes some
A: These actions are inappropriate because an employee is using
corporate resources to conduct a political campaign in violation of company
policy and campaign law. For additional guidance regarding civic and
political activities, contact the Government and Community Affairs
Department or the Law Department.
REGULATORY & LEGAL INQUIRIES
It is Schwan’s policy to cooperate with government authorities in their proper
performance of inquiries or investigations. It is important that such matters be
properly coordinated with Schwan. Any inquiry from government officials or entities
may include requests for information, notice of an investigation, or the service of a
Any inquiry from a government official or entity should be referred to the Law
Department, unless you have been specifically authorized to respond to such
inquiries. In that case, you are required to provide accurate information and fully
inform the Law Department.
BUSINESS ETHICS LINE: 800-818-9065
COMPANY E-MAIL: firstname.lastname@example.org
©2012 The Schwan Food Company. All Rights Reserved.
Disclaimer: Please note the codes in our collection might not necessarily be the most recent versions. Please contact the individual organizations or their websites to verify if a more recent or updated code of ethics is available. CSEP does not hold copyright on any of the codes of ethics in our collection. Any permission to use the codes must be sought from the individual organizations directly.
Code of Ethics and Business Conduct
Disclaimer: Please note the codes in our collection might not necessarily be the most recent versions. Please contact the individual organizations or their websites to verify if a more recent or updated code of ethics is available. CSEP does not hold copyright on any of the codes of ethics in our collection. Any permission to use the codes must be sought from the individual organizations directly.
Code of Business Conduct
Please view the formatted PDF of the code
Acting with Integrity Around the Globe
Act with integrity.
Follow the law.
Comply with the Code.
The Coca-Cola Company
We live in an era when public trust and confidence in business are among the lowest levels in history. We at The Coca-Cola Company are fortunate, however, to work for one of the most admired businesses in the world – a reputation that has been enhanced and safeguarded over the years by a rich culture of integrity and ethical conduct.
Our business is built on this trust and this reputation. It influences how consumers feel about our products, and how shareowners perceive us as an investment. We have seen plenty of examples in recent years of powerful companies with once stalwart reputations tarnished forever by unethical actions of a few people or even just one person. As former Company Board member Warren Buffett once reminded us, “it takes years to build a reputation and only a few seconds to ruin it.”
Because our success is so closely related to our reputation, it’s up to all of us to protect that reputation.
Acting with integrity is about more than our Company’s image and reputation, or avoiding legal issues. It’s about sustaining a place where we all are proud to work. Ultimately, it’s about each of us knowing that we have done the right thing. This means acting honestly and treating each other and our customers, partners, suppliers and consumers fairly, and with dignity.
The Code of Business Conduct is our guide to appropriate conduct. Together with other Company guidelines, such as our Workplace Rights Policy, we have set standards to ensure that we all do the right thing. Keep the Code with you and refer to it often. Stay current with your ethics training. When you have questions, ask for guidance.
With your help, I am confident that our Company will continue to deserve the trust that everyone has in us. Our reputation for integrity will endure. Thank you for joining me in this effort.
Chairman and CEO
Code of Business Conduct
Acting with Integrity Around the Globe........................................3
What Is Expected of Everyone..................4
What Is Expected of Managers.................5
When Written Approval Is Required.........6
Anonymity and Confidentiality
Investigations No Retaliation
Integrity in the Company..............11
Business and Financial Records...............11
Use of Time, Equipment and Other Assets
Use of Information..................................16
Conflicts of Interest......................21
Outside Employment, Speeches and Presentations...................................22
Outside Service as an Officer or Director..............................................23
Relatives and Friends..............................24
Gifts, Meals and Entertainment..............26
Integrity in Dealing with Others...29
Dealing with Governments....................29
Dealing with Customers, Suppliers and Consumers......................................34
Dealing with Competitors......................35
Administration of the Code....................39
Investigation of Potential Code Violations
Reporting of Code Decisions and Investigations
Signature and Acknowledgement
Ethics & Compliance Intranet Site
Policies and Guidelines
Ethics & Compliance Office
Question or concern? Log on to EthicsLine at www.KOethics.com
Acting with Integrity
What Is Expected of Everyone
What Is Expected of Managers
When Written Approval Is Required
Acting with Integrity Around the Globe
Integrity is fundamental to The Coca-Cola Company. Along with our other values of leadership, passion, accountability, collaboration, diversity and quality, it is a pillar of our Manifesto for Growth.
Integrity means doing what is right. By acting with integrity, we reflect positively on the image and reputation of the Company and its brands in the over 200 countries where we operate.
We all want to do what is right, for ourselves and for The Coca-Cola Company. The Code of Business Conduct will help guide us. The Code defines how employees should conduct themselves as representatives of The Coca-Cola Company. The Code addresses our responsibilities to the Company, to each other, and to customers, suppliers, consumers and governments.
We all must follow the law, act with integrity and honesty in all matters, and be accountable for our actions.
What Is Expected of Everyone
Comply with the Code and the Law
Understand the Code. Comply with the Code and the law wherever you are. Use good judgment and avoid even the appearance of improper behavior.
Consider Your Actions, and Ask for Guidance
If ever in doubt about a course of conduct, ask yourself:
- Is it consistent with the Code?
- Is it ethical?
- Is it legal?
- Will it reflect well on me and the Company?
- Would I want to read about it in the newspaper?
If the answer is “No” to any of these questions, don’t do it.
If you are still uncertain, ask for guidance. The Code tries to capture many of the situations that employees will encounter, but cannot address every circumstance. You can seek help from any of the following:
- Your management
- Company legal counsel or senior finance personnel supporting your business
- Your Local Ethics Officer
- The Ethics & Compliance Office
Or you can use EthicsLine. EthicsLine is available at www.KOethics.com, or by calling toll-free using the access codes that can be found on the website.
Note on the Glossary: Throughout the Code, certain words and phrases appear in red. These terms are defined in the Glossary at the end of this document.
What Is Expected of Managers
Promote a Culture of Ethics and Compliance
Managers should at all times model appropriate conduct. As a manager, you should:
- Ensure that the people you supervise understand their responsibilities under the Code and other Company policies.
- Take opportunities to discuss the Code and reinforce the importance of ethics and compliance with employees.
- Create an environment where employees feel comfortable raising concerns.
- Consider conduct in relation to the Code and other Company policies when evaluating employees.
- Never encourage or direct employees to achieve business results at the expense of ethical conduct or compliance with the Code or the law.
- Always act to stop violations of the Code or the law by those you supervise.
Respond to Questions and Concerns
If approached with a question or concern related to the Code, listen carefully and give the employee your complete attention. Ask for clarification and additional information. Answer any questions if you can, but do not feel that you must give an immediate response. Seek help if you need it. If an employee raises a concern that may require investigation under the Code, contact Company legal counsel, senior finance personnel or the Ethics & Compliance Office.
When Written Approval Is Required
Certain actions referenced in the Code—specifically, use of Company assets outside of your employment and certain conflict of interest situations—require prior written approval from your Local Ethics Officer. You must renew this approval annually if the situation continues. Your Local Ethics Officer is an employee at the Group, Business Unit or appropriate Bottling Investments level who has been appointed to make these determinations. You can find your Local Ethics Officer listed on the Ethics & Compliance intranet site, or you can ask your Human Resources representative to identify your Local Ethics Officer.
If you are in a situation where Local Ethics Officer approval is required, you can contact your Local Ethics Officer directly, or you may first notify your manager, who can help you seek the necessary approval. An online tool is available on the Ethics & Compliance intranet site to facilitate the approval process.
For those who are themselves Local Ethics Officers, approval must come from the General Counsel and Chief Financial Officer of The Coca-Cola Company. Written approvals for executive officers must come from the Chief Executive Officer, and written approval for the Chief Executive Officer must come from the Board of Directors or its designated committee.
Who Must Follow the Code
The Code of Business Conduct applies to all employees of The Coca-Cola Company and its majority-owned subsidiaries. Use of the terms “The Coca-Cola Company” and “the Company” throughout this document refers collectively to all of these entities.
The Code and the Law
Company operations and Company employees are subject to the laws of many countries and other jurisdictions around the world. Employees are expected to comply with the Code and all applicable government laws, rules and regulations. If a provision of the Code conflicts with applicable law, the law controls.
Because The Coca-Cola Company is incorporated in the United States, our employees around the world often are subject to U.S. laws. Other countries also may apply their laws outside their borders to Company operations and personnel. If you are uncertain what laws apply to you, or if you believe there may be a conflict between different applicable laws, consult Company legal counsel before proceeding.
We all have an obligation to uphold the ethical standards of The Coca-Cola Company. If you observe behavior that concerns you, or that may represent a violation of our Code, raise the issue promptly. Doing so will allow the Company an opportunity to deal with the issue and correct it, ideally before it becomes a violation of law or a risk to health, security or the Company’s reputation.
Resources You have several options for raising issues and concerns. You can contact any of the following:
- Your management
- Company legal counsel or senior finance personnel supporting your business
- In the case of potential criminal conduct, Strategic Security in Atlanta
- Your Local Ethics Officer
- The Ethics & Compliance Office
You also can use EthicsLine at www.KOethics.com or make a toll-free call using the access code for your country available on the website.
EthicsLine reports can be made anonymously.
- EthicsLine is available 24 hours a day, seven days a week.
- Translators are available.
- EthicsLine reports are forwarded to the Ethics & Compliance Office.
European Union Exception
Many European Union countries limit the types of reports that EthicsLine can accept. Specific limitations are described on the Ethics & Compliance intranet site and on the EthicsLine website.
Anonymity and Confidentiality
When you make a report to the Ethics & Compliance Office or through EthicsLine, you may choose to remain anonymous, although you are encouraged to identify yourself to facilitate communication. If you make your identity known, the Ethics & Compliance Office and investigators will take every reasonable precaution to keep your identity confidential, consistent with conducting a thorough and fair investigation. To help maintain confidentiality, avoid discussing these issues, or any investigation, with other employees. Because we strive to maintain strict confidentiality in all investigations, we may not be able to inform you of the outcome of an investigation.
The Company takes all reports of possible misconduct seriously. We will investigate the matter confidentially, make a determination whether the Code or the law has been violated, and take appropriate corrective action. If you become involved in a Code investigation, cooperate fully and answer all questions completely and honestly.
The Company values the help of employees who identify potential problems that the Company needs to address. Any retaliation against an employee who raises an issue honestly is a violation of the Code. That an employee has raised a concern honestly, or participated in an investigation, cannot be the basis for any adverse employment action, including separation, demotion, suspension, loss of benefits, threats, harassment or discrimination.
If you work with someone who has raised a concern or provided information in an investigation, you should continue to treat the person with courtesy and respect. If you believe someone has retaliated against you, report the matter to the Ethics & Compliance Office or use EthicsLine.
Making False Accusations
The Company will protect any employee who raises a concern honestly, but it is a violation of the Code to knowingly make a false accusation, lie to investigators, or interfere or refuse to cooperate with a Code investigation. Honest reporting does not mean that you have to be right when you raise a concern; you just have to believe that the information you are providing is accurate.
Integrity in the Company
Acting with integrity begins within The Coca-Cola Company, and includes how we deal with Company records, assets and information.
11 Business and Financial Records
13 Company Assets
16 Use of Information
Business and Financial Records
Ensure the accuracy of all Company business and financial records. These include not only financial accounts, but other records such as quality reports, time records, expense reports and submissions such as benefits claim forms and resumes.
Ensuring accurate and complete business and financial records is everyone’s responsibility, not just a role for accounting and finance personnel. Accurate recordkeeping and reporting reflects on the Company’s reputation and credibility, and ensures that the Company meets its legal and regulatory obligations.
- Always record and classify transactions in the proper accounting period and in the appropriate account and department. Do not delay or accelerate the recording of revenue or expenses to meet budgetary goals.
- Estimates and accruals must be supported by appropriate documentation and be based on your best judgment.
- Ensure that all reports to regulatory authorities are full, fair, accurate, timely and understandable.
- Never falsify any document.
- Do not distort the true nature of any transaction.
- Never enable another person’s efforts to evade taxes or subvert local currency laws. For this reason, payments generally should be made only to the person or firm that actually provided the goods or services. Payments should be made in the supplier’s home country, where it does business, or where the goods were sold or services provided, unless the supplier legitimately has assigned payment or sold its accounts receivable to another entity. Exceptions must be approved by the Ethics & Compliance Office.
Strive for Accuracy
Employees must strive to be accurate when preparing any information for the Company, but honest mistakes occasionally will happen. Only intentional efforts to misrepresent or improperly record transactions, or otherwise to falsify a Company business record, are Code violations.
An employee attempted to obtain Company medical coverage for her adult children by submitting a form claiming that her children were fulltime students. In fact, her children were no longer students. The employee falsified Company records.
A sales manager estimated that he would not meet his targets for the month. To make up the difference, he hired an external warehouse to receive product and then recorded shipments to the warehouse as sales. The sales manager falsified financial records.
Protect the Company’s assets, and use those assets in the manner intended. Do not use Company assets for your personal benefit or the benefit of anyone other than the Company.
- Use common sense. For example, the occasional personal phone call or e-mail from your workplace is acceptable. Excessive personal calls or e-mail is a misuse of assets.
- Company policy may allow additional personal use of certain assets, such as a Company car or wireless communication device. Always check relevant local policies to ensure that you are using Company assets as intended.
Theft of Company assets—whether physical theft such as unauthorized removal of Company product, equipment or information, or theft through embezzlement or intentional misreporting of time or expenses—may result in termination and criminal prosecution. The Company treats workplace theft of assets belonging to other employees the same way it treats theft of Company assets.
The use of Company assets outside of your Company responsibilities— such as using your Company work product in an outside venture, or using Company materials or equipment to support personal interests—requires prior written approval from your Local Ethics Officer. You must have this approval renewed annually if you continue to use the asset outside of work.
Use of Time, Equipment and Other Assets
- Do not engage in personal activities during work hours that interfere with or prevent you from fulfilling your job responsibilities.
- Do not use Company computers and equipment for outside businesses, or for illegal or unethical activities such as gambling, pornography or other offensive subject matter. Refer to the Acceptable Use Policy for additional information and guidance.
- Do not take for yourself any opportunity for financial gain that you learn about because of your position at the Company, or through the use of Company property or information.
Examples of Company Assets
- Company money
- Company product
- Employees’ time at work and work product
- Computer systems and software
- Wireless communication devices
- Tickets to concerts or sporting events
- Company vehicles
- Proprietary information
- Company trademarks
Loans from the Company to executive officers are prohibited. Loans from the Company to other officers and employees must be approved in advance by the Board of Directors or its designated committee.
A Personal Favor
An employee used Company computers and equipment, as well as time at work, to design and print wedding invitations and birth announcements as a favor for other employees. The employee misused Company assets.
Q: I am a marketing manager and have volunteered to teach a course on marketing at a local college. I believe that my students would benefit from a discussion of how the Company developed several marketing campaigns. Can I discuss this work in class?
A: Only with prior approval from your Local Ethics Officer. The development of marketing campaigns is a Company work product and a Company asset. Much of this work may be proprietary, and may not be appropriate to reveal outside the Company.
A manager persistently asked an administrative assistant to take care of the manager’s personal business on Company time, such as picking up dry cleaning, balancing a personal checkbook and shopping for personal gifts. The manager misused the assistant’s work time, which is a Company asset.
A marketing employee had access to Company tickets to sporting events to be used for consumer promotions. The employee sent some of the tickets to an acquaintance working at a hotel chain in exchange for free hotel rooms for the employee’s personal use. The employee misused Company assets.
Use of Information
Safeguard the Company’s nonpublic information, which includes everything from contracts and pricing information to marketing plans, technical specifications and employee information.
Do not disclose nonpublic information to anyone outside the Company, including to family and friends, except when disclosure is required for business purposes. Even then, take appropriate steps, such as execution of a confidentiality agreement, to prevent misuse of the information.
Do not disclose nonpublic information to others inside the Company unless they have a business reason to know, and communications have been classified according to the Information Protection Policy.
Employees are obligated to protect the Company’s nonpublic information at all times, including outside of the workplace and working hours, and even after employment ends.
Retain or discard Company records in accordance with the Company’s record retention policies. Company legal counsel occasionally may issue notices regarding retention of records in the case of actual or threatened litigation or government investigation. Employees must abide by the directions contained in these notices, as failure to do so could subject the Company and employees to serious legal risks.
Refer to the Information Protection Policy for additional guidance and tips for safeguarding information.
What Is Nonpublic Information?
It is any information that the Company has not disclosed or made generally available to the public. Examples include information related to:
- Strategic and business plans
- Major management changes
- New product launches
- Mergers and acquisitions
- Technical specifications
- Financial data
- Product costs
Look What I Have
Q: I have just received by accident an e-mail with a file containing the salaries of several other employees. May I share it with other people at work?
A: No. You and your friends at work have no business reason to have this information. You should delete the e-mail and bring the error to the sender’s attention. Disclosing the information to other employees is a Code violation.
A New Formula
A Company scientist was excited about the upcoming launch of a new product that the scientist had worked on, and shared details about the product with family and friends. The scientist improperly disclosed nonpublic information. 17
Trading in stocks or securities based on material nonpublic information, or providing material nonpublic information to others so that they may trade, is illegal and may result in prosecution. Refer to the Insider Trading Policy for additional information.
A Small Company
Q: I have learned that the Company is considering the acquisition of a small, publicly-traded beverage company. May I acquire the stock of this company in anticipation of the acquisition?
A: No. Trading on material nonpublic information is illegal and a violation of the Code, whether you are trading in the stock of The Coca-Cola Company or the stock of another company.
The Company respects the privacy of all its employees, business partners and consumers. We must handle personal data responsibly and in compliance with all applicable privacy laws. Employees who handle the personal data of others must:
- Act in accordance with applicable law;
- Act in accordance with any relevant contractual obligations;
- Collect, use and process such information only for legitimate business purposes;
- Limit access to the information to those who have a legitimate business purpose for seeing the information; and
- Take care to prevent unauthorized disclosure.
Conflicts of Interest
This section of the Code provides rules for some common conflict of interest situations. The Code cannot address every potential conflict of interest, so use your conscience and common sense. When you are unsure, seek guidance.
21 Outside Investments
22 Outside Employment, Speeches and Presentations
23 Outside Service as an Officer or Director 24 Relatives and Friends
26 Gifts, Meals and Entertainment
Conflict of Interest
Act in the best interest of The Coca-Cola Company while performing your job for the Company. A conflict of interest arises when your personal activities and relationships interfere, or appear to interfere, with your ability to act in the best interest of the Company.
Take particular care if you are responsible for selecting or dealing with a supplier on behalf of the Company. Your personal interests and relationships must not interfere, or appear to interfere, with your ability to make decisions in the best interest of the Company. When selecting suppliers, always follow applicable Company procurement guidelines.
Avoid investments that could affect, or appear to affect, your decision making on behalf of the Company. Specific guidelines apply to ownership of stock of a customer, supplier or competitor of The Coca-Cola Company (Note: Franchise bottlers of Company-trademarked products are customers.):
- If you have discretionary authority in dealing with a company as part of your job with The Coca-Cola Company, you may not have any financial interest in that company without prior written approval from your Local Ethics Officer.
- If you do not have discretionary authority in dealing with a company as part of your job, you may own up to 1% of the stock of the company.
- You may own more than 1% of the stock of any customer, supplier or competitor only with the prior written approval of your Local Ethics Officer.
- You must renew Local Ethics Officer approval annually if you continue to own the stock.
Determining Conflicts of Interest
In any potential conflict of interest situation, ask yourself:
- Could my personal interests interfere with those of the Company?
- Might it appear that way to others, either inside or outside of the Company?
When unsure, seek guidance.
These restrictions on outside investments do not apply to mutual funds or similar investments in which the employee does not have direct control over the particular companies included in the fund.
Outside Employment, Speeches and Presentations
In general, you may be employed outside of The Coca-Cola Company, as long as your outside employment does not interfere with your ability to do your job with the Company. Refer also to local employment policies and contracts, which may impose additional restrictions.
You may not be employed by, or otherwise provide services for or receive payment from, any customer, supplier or competitor of the Company without prior written approval from your Local Ethics Officer. You must renew this approval annually.
You must have prior written approval from your Local Ethics Officer before accepting reimbursement for expenses, or any other payment, for speeches or presentations outside The Coca-Cola Company, if:
- You are giving the speech or presentation as part of your job with the Company;
- The speech or presentation describes your work with the Company; or
- You are formally identified at the speech or presentation as an employee of the Company.
Outside Service as an Officer or Director
In general, you may serve as an officer or member of the board of directors of another for-profit business only with prior written approval of your Local Ethics Officer. You must renew this approval annually.
Local Ethics Officer approval is not required for:
- Service as an officer or director of another company, such as a bottler, at the request of The Coca-Cola Company (other approvals may be necessary in such a case, however, per the Delegation of Authority); or
- Service as an officer or director of a charitable or other non-profit institution or trade organization, or for service as an officer or director of a family-owned business, unless the business is a customer, supplier or competitor of the Company.
Refer to the Director Appointee Guidelines for more information on the obligations of those serving as officers or directors of other for-profit businesses.
Serving as a Director at the Request of The Coca-Cola Company
If you serve as a director of another company, such as a bottler, at the request of The Coca-Cola Company, you may own up to 1% of the stock of that company without Local Ethics Officer approval if stock ownership is required as a condition of service as a director. If you serve as a director of another company at the request of The Coca-Cola Company and receive a salary for your service as a director, you may retain the salary if the other company is publicly traded, but must remit the salary to The Coca-Cola Company if the other company is privately held.
Relatives and Friends
Many employees have relatives who are employed by or invest in customers or suppliers of The Coca-Cola Company. These financial interests do not create a conflict under the Code unless:
- You have discretionary authority in dealing with any of these companies as part of your job with The Coca-Cola Company; or
- Your relative deals with The Coca-Cola Company on behalf of the other company.
In either of these situations, you must have written approval from your Local Ethics Officer, and you must renew this approval annually.
If your relative is employed by a competitor of the Company, you must seek written approval from your Local Ethics Officer, and renew it annually. You may have friends who are employed by, or have ownership interests in, customers or suppliers of The Coca-Cola Company. If you deal with such a customer or supplier, take care to ensure that your friendship does not affect, or appear to affect, your ability to act in the best interest of the Company. If you are uncertain whether your friendship may create an issue, consult your manager, Local Ethics Officer or the Ethics & Compliance Office.
In addition, personal relationships at work must not influence your ability to act in the best interest of the Company, and must not affect any employment relationship. Employment-related decisions should be based on qualifications, performance, skills and experience.
Who Is My “Relative” Under the Code?
A spouse, parent, sibling, grandparent, child, grandchild, mother- or father-in-law, or same or opposite sex domestic partner are all considered relatives. Also included is any family member who lives with you or who is otherwise financially dependent on you, or on whom you are financially dependent. Even when dealing with family members beyond this definition, take care to ensure that your relationship does not interfere, or appear to interfere, with your ability to act in the best interest of The Coca-Cola Company.
Q: It is my job to select a supplier for the Company. One of the suppliers being considered is a company owned by my spouse. Do I need to take any precautions?
A: In this situation, your interest in your spouse’s business conflicts— or at least appears to conflict—with your responsibility to select the best supplier for The Coca-Cola Company. You should consult your manager and Local Ethics Officer. The best course of action is either for you not to be involved in the selection process, or for your spouse’s business to be eliminated from consideration.
Q: My brother works for Company X, which is one of our customers, but he has no dealings with The Coca-Cola Company. I work in Sales, but have had no contact with Company X. I now have been asked to manage the Company X account. What should I do?
A: Tell your manager about your brother’s employment, because in your new job you will have discretionary authority in dealing with Company X. If your manager still wants you to work on the Company X account, seek written approval from your Local Ethics Officer.
Gifts, Meals and Entertainment
Do not accept gifts, meals or entertainment, or any other favor, from customers or suppliers if doing so might compromise, or appear to compromise, your ability to make objective business decisions in the best interest of The Coca-Cola Company.
Acceptance of gifts, meals or entertainment that exceeds the following limitations must be approved in writing by your Local Ethics Officer.
- Do not accept gifts in exchange for doing, or promising to do, anything for a customer or supplier.
- Do not ask for gifts from a customer or supplier.
- Do not accept gifts of cash or cash equivalents, such as gift cards.
- Do not accept gifts of more than modest value. Examples of acceptable gifts include a logo pen or t-shirt, or a small gift basket at holiday time.
- Gifts of symbolic value, such as trophies and statues that are inscribed in recognition of a business relationship, may be accepted.
- Gifts or discounts offered to a large group of employees as part of an agreement between the Company and a customer or supplier may be accepted and used as intended by the customer or supplier.
Meals and Entertainment
- Do not accept meals or entertainment in exchange for doing, or promising to do, anything for a customer or supplier.
- Do not ask for meals or entertainment from a customer or supplier.
- You may accept occasional meals and entertainment from customers and suppliers if the event is attended by the customer or supplier, and the costs involved are in line with local custom for business-related meals and entertainment. For example, ordinary business meals and attendance at local sporting events generally are acceptable.
An employee who was managing the Company’s relationship with a travel agency accepted from the agency discounted rates for personal travel that were not available to other employees. The employee violated the Code provisions on conflicts of interest by accepting this personal benefit.
Travel and Premium Events
If you are invited by a customer or supplier to an event involving out-of-town travel or overnight stay, or to a premium event such as the Olympics, World Cup, Super Bowl or Academy Awards, consult your manager to determine if there is adequate business rationale for your attendance. If there is, The Coca-Cola Company should pay for your travel and attendance at the event.
Refusing Gifts, Meals and Entertainment
If you are offered a gift, meal or entertainment that exceeds the limits noted above, politely decline and explain the Company’s rules. If returning a gift would offend the giver, or the circumstances under which it was given preclude its return, you may accept the gift, but should notify your Local Ethics Officer. The Local Ethics Officer will work with you either to donate the item to charity, or to distribute or raffle the item among a large group of employees.
Gifts, Meals and Entertainment for Customers and Suppliers
Gifts, meals and entertainment for customers and suppliers must support the legitimate business interests of the Company and should be reasonable and appropriate under the circumstances. Always be sensitive to our customers’ and suppliers’ own rules on receiving gifts, meals and entertainment.
Do not give Company stock as a gift on behalf of the Company under any circumstances.
Tickets and Housing for Personal Use
Tickets to sporting events or other entertainment venues that are offered by a customer or supplier for your personal use, without attendance by the customer or supplier, are considered gifts. They should not be accepted, unless offered to a large group of employees as part of an agreement between the Company and the customer or supplier. The same is true of personal use of a condominium or vacation home, or personal travel on a private aircraft.
Business Unit and Consolidated Bottling Operation management, in consultation with the Local Ethics Officer, may adopt local rules setting more specific limits on the acceptance of gifts, meals or entertainment, such as particular monetary thresholds. All local rules will be reported to the Ethics & Compliance Office, and will be posted on the Ethics & Compliance intranet site.
Integrity in Dealing with Others
The Coca-Cola Company’s external relationships are critical to our success. We must deal fairly and lawfully with everyone we encounter.
29 Dealing with Governments
34 Dealing with Customers, Suppliers and Consumers
35 Dealing with Competitors
Dealing with Governments
The global nature of our business often requires that we interact with officials of various governments around the world. Transactions with governments are covered by special legal rules, and are not the same as conducting business with private parties. Consult Company legal counsel to be certain that you are aware of, understand and abide by these rules.
In general, do not offer anything to a government official—directly or indirectly—in return for favorable treatment. You must obtain prior approval from Company legal counsel before providing anything of value to a government official. Ensure that any such payments are properly recorded in the appropriate Company account.
Many countries, including the United States, have passed legislation criminalizing bribery of government officials. The sanctions for violating these laws can be severe, including significant individual and corporate fines, and even imprisonment.
Bribes Are Prohibited
A bribe is giving or offering to give anything of value to a government official to influence a discretionary decision. Examples of bribes include payment to a government official to encourage a decision to award or continue business relations, to influence the outcome of a government audit or inspection, or to influence tax or other legislation. Other payments to government officials also may constitute bribes in some jurisdictions. Consult Company legal counsel regarding local antibribery laws.
“Anything of Value”
This phrase literally means anything that might have value to a government official, including cash, gifts, meals, entertainment, business opportunities, Company product, offers of employment and more. There is no monetary threshold; any amount could be construed as a bribe.
The U.S. Foreign Corrupt Practices Act
Because The Coca-Cola Company is incorporated in the United States, the U.S. Foreign Corrupt Practices Act, which prohibits bribes to officials of non-U.S. governments, applies to all employees around the world. Consult Company legal counsel about additional local laws that may be applicable.
Certain Payments May Be Acceptable
A payment to a government official may be allowable under certain narrow exceptions. Obtain approval from Company legal counsel before making any such payment. In some circumstances, legal counsel may be able to provide blanket approvals for certain well-defined interactions with government officials. In addition, employees should consult Public Affairs & Communication personnel responsible for government relations to ensure that they are acting in accordance with Company policy and guidelines regarding government relations.
Hiring Government Officials
The Company may hire government officials to perform services that have a legitimate business purpose, and that do not conflict with the government official’s duties, such as hiring an off-duty police officer to provide security at a Company event. All such hiring decisions must be approved in advance by Company legal counsel.
Improper Payments by Third Parties
The Company may be held liable for bribes paid by a thirdparty agent or consultant acting on the Company’s behalf. Take particular care when evaluating a prospective third party who might interact with the government on behalf of the Company. You must not engage a third-party agent or consultant if there is reason to believe that the agent or consultant may attempt to bribe a government official. Also, ensure that all agents and consultants agree to abide by the Code of Business Conduct for Suppliers to The Coca-Cola Company, which contains anti-bribery provisions.
Refer to the Anti-Bribery Policy for more specific guidance about payments to government officials and engaging third parties.
Who Are Government Officials?
- Employees of any government or government-controlled entity anywhere in the world
- Political parties and party officials
- Candidates for political office
- Employees of public international organizations, such as the United Nations
It is your responsibility to understand whether someone you deal with is a government official. When in doubt, consult Company legal counsel.
The U.S. Foreign Corrupt Practices Act allows companies to make facilitating payments, which are small sums paid to non-U.S. government officials to expedite or facilitate non-discretionary actions or services, such as obtaining an ordinary license or phone service. At times, such payments may be necessary to obtain these services. Nonetheless, the Company discourages facilitating payments. Moreover, such payments may be illegal under local law. Always consult Company legal counsel regarding the acceptability of any facilitating payment under local law, and ensure that any facilitating payment is recorded properly in the Company accounts.
A Sign of Good Will
Q: A public health inspector has arrived at a Company manufacturing plant. May I present a case of product to the inspector as a sign of good will?
A: No. You should never give anything of value to a government official without prior approval from Company legal counsel. Legal counsel would advise you that giving the product, or anything else of value, to the health inspector under these circumstances could be perceived as a bribe intended to influence the inspector’s review of the facility.
Increase in Commission
Q: A consultant the Company uses to assist with government relations recently asked us for a large increase in commission. I suspect the consultant may intend to pass this money on to local officials. What should I do?
A: Report your suspicions to Company legal counsel at once. No such payments should be made to the consultant until the Company has investigated your concerns.
The Coca-Cola Company encourages personal participation in the political process in a manner consistent with all relevant laws and Company guidelines.
Personal Political Activity
- The Company will not reimburse employees for personal political activity.
- Your job will not be affected by your personal political views or your choice in political contributions.
- Do not use the Company’s reputation or assets, including your time at work, to further your own political activities or interests.
- If you plan to seek or accept a public office, you must obtain prior approval from Company legal counsel.
Company Political Contributions
Political contributions by the Company must be:
- Made in accordance with local law;
- Approved in accordance with the Delegation of Authority; and
- Properly recorded.
A Political Friend
Q: My friend is running for political office, and I would like to help with the campaign. Is this allowed?
A: Yes. Your personal political activity is your business. Just make sure that you do not use Company resources, including Company time, e-mail or the Company name, to advance the campaign.
The Company must comply with all applicable trade restrictions and boycotts imposed by the U.S. government. Such restrictions prohibit the Company from engaging in certain business activities in specified countries, and with specified individuals and entities. These restrictions include, for example, prohibitions on interaction with identified terrorist organizations or narcotics traffickers. Sanctions for non-compliance can be severe, including fines and imprisonment for responsible individuals, and the Company may be prohibited from further participation in certain trade.
The Company also must abide by U.S. anti-boycott laws that prohibit companies from participating in any international boycott not sanctioned by the U.S. government.
Trade Restrictions and Boycotts
Detailed information on U.S. trade restrictions that may be in effect at any given time are posted on the Ethics & Compliance intranet site. For any questions about your obligations in this area, including trade restrictions that may be imposed by governments other than the U.S., contact Company legal counsel.
Dealing with Customers, Suppliers and Consumers
The Company values its partnerships with customers, suppliers and consumers. Treat these partners in the same manner we expect to be treated.
Always deal fairly with customers, suppliers and consumers, treating them honestly and with respect:
- Do not engage in unfair, deceptive or misleading practices.
- Always present Company products in an honest and forthright manner.
We expect that our suppliers will take no action contrary to the principles of our Code. Accordingly, the owner of each supplier relationship should ensure that adherence to the Code of Business Conduct for Suppliers to The Coca-Cola Company is a condition of the supplier agreement.
A Lengthy Report
A customer asked a sales executive to prepare a lengthy and detailed report, including product information that would take much effort to acquire. The sales executive populated the report with false data, in order to get something back to the customer quickly. These actions were dishonest and constituted unfair treatment of a customer.
A Customer Meeting
Q: I am attending a customer meeting with another Company employee, and the other employee makes what I believe to be an intentionally false statement about our capabilities. What should I do?
A: Correct the error during the meeting if possible. If that is not possible, raise the issue with the employee, your manager, or other responsible Company personnel after the meeting, and ensure that the Company corrects any customer misperception. If you are correct that the other employee intentionally lied to a customer, the employee violated the Code.
Dealing with Competitors
Take care in dealing with competitors, and gathering information about competitors. Various laws govern these sensitive relationships.
The Coca-Cola Company competes fairly, and complies with all applicable competition laws around the world. These laws often are complex, and vary considerably from country to country—both in the scope of their coverage and their geographic reach. Conduct permissible in one country may be unlawful in another. Penalties for violation can be severe.
Accordingly, the Company has adopted Competition Law Guidelines applicable in various parts of the world. Employees should consult Company legal counsel and these Guidelines to understand the particular competition laws and policies applicable to them.
Employees are encouraged to collect, share and use information about our competitors, but to do so only in a legal and ethical manner. Just as the Company values and protects its own nonpublic information, we respect the nonpublic information of other companies.
Acceptable Intelligence Gathering
It is acceptable to collect competitive intelligence through publicly available information or ethical inquiries. For example, you may gather and use information from sources such as:
- Publicly available filings with government agencies
- Public speeches of company executives
- Annual reports
- News and trade journal articles and publications
You also may ask third parties about our competitors, or accept competitive intelligence offered by a third party, as long as there is no reason to believe that the third party is under a contractual or legal obligation not to reveal such information.
The following basic restrictions apply to our ability to gather competitive intelligence:
- Do not engage in any illegal or illicit activity to obtain competitive information. This includes theft, trespassing, eavesdropping, wiretapping, computer hacking, invasion of privacy, bribery, misrepresentation, coercion, espionage or threats.
- Do not accept, disclose or use competitive information that you know or have reason to believe was disclosed to you in breach of a confidentiality agreement between a third party and one of our competitors.
- Do not disclose or use competitive information that is, or you believe should have been, marked “proprietary” or “confidential” without consulting Company legal counsel.
Refer to the Competitive Intelligence Policy for more detailed guidance.
A Former Employer
Q: We have just hired an employee who worked very recently for one of our competitors. May I ask the employee for information about our competitor?
A: Consult Company legal counsel before asking the employee anything about a former employer’s business. Never ask a former employee of a competitor about any information that the person is under a legal obligation not to reveal. This would include any of our competitor’s trade secrets, and probably other confidential information as well.
A Competitor’s Proposal
Q: As I prepare to propose a deal to a customer, the customer offers me a presentation containing our competitor’s proposal so that we can respond. May I accept it?
A: Perhaps. First, ask whether the customer is prohibited from sharing this information by a confidentiality agreement. If the customer confirms that it is under no obligation to protect the information, you may accept the information. Once you have the presentation, if it is marked “confidential” or “proprietary,” or you believe it should have been, consult Company legal counsel before disclosing or using the information.
39 Administration of the Code
Administration of the Code
The Code of Business Conduct is designed to ensure consistency in how employees conduct themselves within the Company, and in their dealings outside of the Company. The procedures for handling potential violations of the Code have been developed to ensure consistency in the process across the organization.
No set of rules can cover all circumstances. These guidelines may be varied as necessary to conform to local law or contract.
The responsibility for administering the Code rests with the Ethics & Compliance Committee, with oversight by the Chief Financial Officer, General Counsel and Audit Committee of the Board of Directors. The Ethics & Compliance Committee is comprised of senior leaders representing corporate governance functions as well as operations.
Investigation of Potential Code Violations
The Company takes all reports of potential Code violations seriously and is committed to confidentiality and a full investigation of all allegations. The Company’s Audit, Finance, Legal and Strategic Security personnel may conduct or manage Code investigations. Employees who are being investigated for a potential Code violation will have an opportunity to be heard prior to any final determination. The Company follows local grievance procedures in locations where such procedures apply.
The Ethics & Compliance Committee makes all decisions about Code violations and discipline, but may delegate certain categories of decision to local management. Those found to have violated the Code can seek reconsideration of the violation and disciplinary action decisions.
Refer to the Guidelines for Handling Code of Business Conduct Matters for more information on the Code investigation and decision-making process.
The Company strives to impose discipline that fits the nature and circumstances of each Code violation. The Company uses a system of progressive discipline, issuing letters of reprimand for less significant, first-time offenses. Violations of a more serious nature may result in suspension without pay; loss or reduction of merit increase, bonus or stock option award; or termination of employment.
When an employee is found to have violated the Code, notation of the final decision, and a copy of any letter of reprimand, will be placed in the employee’s personnel file as part of the employee’s permanent record.
Reporting of Code Decisions and Investigations
The Ethics & Compliance Office periodically reports all pending Code investigations and final Code decisions, including disciplinary actions taken, to senior management of the Company and to the Audit Committee of the Board of Directors. The Ethics & Compliance Office also posts a representative sample of Code violations, with personal identifying characteristics removed, on the Ethics & Compliance intranet site for the education of employees.
Signature and Acknowledgement
All new employees must sign an acknowledgement form confirming that they have read the Code of Business Conduct and agree to abide by its provisions. All employees will be required to make similar acknowledgements on a periodic basis. Failure to read the Code or sign the acknowledgement form does not excuse an employee from compliance with the Code.
Waivers of any provisions of this Code for officers of the Company must be approved by the Board of Directors or its designated committee and will be disclosed promptly to the extent required by law.
The Glossary defines some of the terms used in the Code of Business Conduct. If these definitions or other words or phrases used in the Code are still unclear, please consult your Local Ethics Officer or the Ethics & Compliance Office.
Anything of value – Anything that might have value to a government official, including cash, gifts, meals, entertainment, business opportunities, Company product, offers of employment and more. There is no monetary threshold; any amount could be construed as a bribe.
Bribe – Giving or offering to give anything of value to a government official to influence a discretionary decision. Local law may impose a broader definition in some jurisdictions.
Company assets – Includes, among other things, the Company’s money or product, employees’ time at work and work product, computer systems and software, telephones, wireless communication devices, photocopiers, tickets to concerts and sporting events, Company vehicles, proprietary information and Company trademarks.
Competitive intelligence – Information about our competitors.
Competitor – For the purposes of the Conflicts of Interest and Competitive Intelligence provisions only, “competitor” means any business or entity, other than The Coca-Cola Company or one of its subsidiaries or bottlers, that manufactures or sells wholesale any non-alcoholic beverage or beverage concentrate, or any business or entity that is actively considering such activity.
Customer – Any business or entity to which The Coca-Cola Company or one of its subsidiaries or bottlers sells concentrate or finished product bearing a trademark of The Coca-Cola Company. Franchise bottlers of Company-trademarked products are considered customers.
Discretionary authority in dealing with a company – The authority to influence the Company’s selection of a supplier or to influence significantly the Company’s relationship with an existing customer or supplier.
EthicsLine – The Company’s reporting service, administered by a third party, through which employees and others can ask questions or raise concerns about the Code of Business Conduct or other ethics and compliance matters.
Ethics & Compliance Committee – A committee comprised of senior leaders representing corporate governance functions and operations, responsible for administration of the Code of Business Conduct.
Facilitating payments – Small payments to government officials made to expedite or facilitate non-discretionary actions or services, such as obtaining an ordinary license or phone service.
Government officials – Employees of any government anywhere in the world, even low-ranking employees or employees of government-controlled entities. The term also includes political parties and party officials, candidates for political office, and employees of public international organizations, such as the United Nations.
Local Ethics Officer – An employee at the Group, Business Unit or appropriate Bottling Investments level, appointed jointly by the Ethics & Compliance Committee and the relevant business leader, empowered to provide written approvals for actions under the Code in the areas of Conflicts of Interest and Company Assets. A list of Local Ethics Officers can be found on the Ethics & Compliance intranet site.
Material nonpublic information – Nonpublic information that would be reasonably likely to affect an investor’s decision to buy, sell or hold the securities of a company. Examples include a significant merger or acquisition involving the Company, the Company’s earnings or volume results before they are announced, and a change in control of senior management of the Company. Many other matters may be material. If you are uncertain whether nonpublic information of which you are aware is material, consult Company legal counsel.
Nonpublic information – Any information that the Company has not disclosed or made generally available to the public, which may include information related to employees, inventions, contracts, strategic and business plans, major management changes, new product launches, mergers and acquisitions, technical specifications, pricing, proposals, financial data and product costs.
Relative – A spouse, parent, sibling, grandparent, child, grandchild, mother- or father-in-law, or same or opposite sex domestic partner, as well as any other family member who lives with you or who is otherwise financially dependent on you, or on whom you are financially dependent.
Supplier – Any vendor of product or services to the Company, including consultants, contractors and agents. The definition also includes any supplier that the Company is actively considering using, even if no business ultimately is awarded.
Ethics & Compliance Intranet Site
The Company maintains an Ethics & Compliance intranet site with additional information about the Code, other policies and guidelines, training, and other ethics and compliance matters. If you do not have access to the Company intranet, ask your manager, Human Resources representative, Company legal counsel or Local Ethics Officer, or contact the Ethics & Compliance Office for more information.
Policies and Guidelines
The Code of Business Conduct does not address all workplace conduct. The Company maintains additional policies and guidelines that may provide further guidance on matters in the Code or address conduct not covered by the Code. Here is a list of many of these policies. All of these policies are available on the Ethics & Compliance intranet site.
- Acceptable Use Policy
- Anti-Bribery Policy
- Code of Business Conduct for Suppliers to The Coca-Cola Company
- Competition Law Guidelines
- Competitive Intelligence Policy
- Delegation of Authority
- Director Appointee Guidelines
- Guidelines for Handling Code of Business Conduct Matters
- Information Protection Policy
- Insider Trading Policy
- Travel & Entertainment Policy
- Workplace Rights Policy
Ethics & Compliance Office
The Ethics & Compliance Office is available to answer any questions about the Code or Company compliance policies, or to discuss any concerns you may have about potential Code violations.
To contact the Ethics & Compliance Office:
- • Call +1-404-676-5579
- E-mail email@example.com
- Fax to +1-404-598-5579
- Mail to: Ethics & Compliance Office
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, GA 30313 USA
- Use EthicsLine at www.KOethics.com, or call toll-free using the access codes that can be found on the website.
© 2008 The Coca-Cola Company
Printed on 100% post-consumer waste recycled paper
The Coca-Cola Company reserves the right to amend, alter or terminate this Code at any time and for any reason.
March 2008 PI-5327
Code of Conduct for Judicial Employees
Last substantive revision (Transmittal GR-3) July 24, 2009 Last revised (minor technical changes) June 2, 2011
Guide to Judiciary Policy
Vol 2: Ethics and Judicial Conduct
Pt A: Codes of Conduct
Ch 3: Code of Conduct for Judicial Employees
§ 310 Overview
§ 310.10 Scope
§ 310.20 History
§ 310.30 Definitions
§ 310.40 Further Guidance
§ 320 Text of the Code Canon 1: A Judicial Employee Should Uphold the Integrity and Independence of the Judiciary and of the Judicial Employee's Office
Canon 2: A Judicial Employee Should Avoid Impropriety and the Appearance of Impropriety in All Activities
Canon 3: A Judicial Employee Should Adhere to Appropriate Standards in Performing the Duties of the Office
Canon 4: In Engaging in Outside Activities, a Judicial Employee Should Avoid the Risk of Conflict with Official Duties, Should Avoid the Appearance of Impropriety, and Should Comply with Disclosure Requirements
Canon 5: A Judicial Employee Should Refrain from Inappropriate Political Activity
§ 310 Overview
§ 310.10 Scope
(a) This Code of Conduct applies to all employees of the judicial branch except Justices; judges; and employees of the United States Supreme Court, the Administrative Office of the United States Courts, the Federal Judicial Center, the Sentencing Commission, and federal public defender offices.
(b) Justices and employees of the Supreme Court are subject to standards established by the Justices of that Court. Judges are subject to the Code of Conduct for United States Judges (Guide, Vol 2A, Ch 2). Employees of the AO and the FJC are subject to their respective agency codes. Employees of the Sentencing Commission are subject to standards established by the Commission. Federal public defender employees are subject to the Code of Conduct for Federal Public Defender Employees (Guide, Vol 2A, Ch 4). When Actually Employed (WAE) employees are subject to canons 1, 2, and 3 and such other provisions of this code as may be determined by the appointing authority.
(c) Employees who occupy positions with functions and responsibilities similar to those for a particular position identified in this code should be guided by the standards applicable to that position, even if the position title differs. When in doubt, employees may seek an advisory opinion as to the applicability of specific code provisions.
(d) Contractors and other nonemployees who serve the judiciary are not covered by this code, but appointing authorities may impose these or similar ethical standards on such nonemployees, as appropriate.
§ 310.20 History
(a) With the adoption of the Code of Conduct for Judicial Employees on September 19, 1995, the Judicial Conference repealed the Code of Conduct for Clerks (and Deputy Clerks), the Code of Conduct for United States Probation Officers (and Pretrial Services Officers), the Code of Conduct for Circuit Executives, the Director of the Administrative Office, the Director of the Federal Judicial Center, the Administrative Assistant to the Chief Justice, and All Administrative Office Employees Grade GS-15 and Above, the Code of Conduct for Staff Attorneys of the United States, the Code of Conduct for Federal Public Defenders, and the Code of Conduct for Law Clerks.
(b) This Code of Conduct for Judicial Employees took effect on January 1, 1996.
(c) Canon 3F(4) was revised at the March 2001 Judicial Conference.
§ 310.30 Definitions
(a) Member of a Judge’s Personal Staff As used in this code in canons 3F(2)(b), 3F(5), 4B(2), 4C(1), and 5B, a member of a judge's personal staff means a judge's secretary, a judge's law clerk, and a courtroom deputy clerk or court reporter whose assignment with a particular judge is reasonably perceived as being comparable to a member of the judge's personal staff.
(b) Third Degree of Relationship As used in this code, the third degree of relationship is calculated according to the civil law system to include the following relatives: parent, child, grandparent, grandchild, great grandparent, great grandchild, brother, sister, aunt, uncle, niece and nephew.
§ 310.40 Further Guidance
(a) The Judicial Conference has authorized its Committee on Codes of Conduct to render advisory opinions concerning the application and interpretation of this code. Employees should consult with their supervisor and/or appointing authority for guidance on questions concerning this code and its applicability before a request for an advisory opinion is made to the Committee on Codes of Conduct.
(b) In assessing the propriety of one's proposed conduct, a judicial employee should take care to consider all relevant canons in this code, the Ethics Reform Act, and other applicable statutes and regulations (e.g., receipt of a gift may implicate canon 2 as well as canon 4C(2) and the Ethics Reform Act gift regulations).
(c) Should a question remain after this consultation, the affected judicial employee, or the chief judge, supervisor, or appointing authority of such employee, may request an advisory opinion from the Committee. Requests for advisory opinions may be addressed to:
Chair of the Committee on Codes of Conduct
c/o Office of the General Counsel
Administrative Office of the United States Courts
One Columbus Circle, N.E.
Washington, D.C. 20544
§ 320 Text of the Code
Canon 1: A Judicial Employee Should Uphold the Integrity and Independence of the Judiciary and of the Judicial Employee's Office
An independent and honorable Judiciary is indispensable to justice in our society. A judicial employee should personally observe high standards of conduct so that the integrity and independence of the Judiciary are preserved and the judicial employee's office reflects a devotion to serving the public. Judicial employees should require adherence to such standards by personnel subject to their direction and control. The provisions of this code should be construed and applied to further these objectives. The standards of this code shall not affect or preclude other more stringent standards required by law, by court order, or by the appointing authority.
Canon 2: A Judicial Employee Should Avoid Impropriety and the Appearance of Impropriety in All Activities
A judicial employee should not engage in any activities that would put into question the propriety of the judicial employee's conduct in carrying out the duties of the office. A judicial employee should not allow family, social, or other relationships to influence official conduct or judgment. A judicial employee should not lend the prestige of the office to advance or to appear to advance the private interests of others. A judicial employee should not use public office for private gain.
Canon 3: A Judicial Employee Should Adhere to Appropriate Standards in Performing the Duties of the Office
In performing the duties prescribed by law, by resolution of the Judicial Conference of the United States, by court order, or by the judicial employee's appointing authority, the following standards apply:
A. A judicial employee should respect and comply with the law and these canons. A judicial employee should report to the appropriate supervising authority any attempt to induce the judicial employee to violate these canons.
Note: A number of criminal statutes of general applicability govern federal employees' performance of official duties. These include:
- 18 U.S.C. § 201 (bribery of public officials and witnesses);
- 18 U.S.C. § 211 (acceptance or solicitation to obtain appointive public office);
- 18 U.S.C. § 285 (taking or using papers relating to government claims);
- 18 U.S.C. § 287 (false, fictitious, or fraudulent claims against the government);
- 18 U.S.C. § 508 (counterfeiting or forging transportation requests);
- 18 U.S.C. § 641 (embezzlement or conversion of government money, property, or records);
- 18 U.S.C. § 643 (failing to account for public money);
- 18 U.S.C. § 798 and 50 U.S.C. § 783 (disclosure of classified information);
- 18 U.S.C. § 1001 (fraud or false statements in a government matter);
- 18 U.S.C. § 1719 (misuse of franking privilege);
- 18 U.S.C. § 2071 (concealing, removing, or mutilating a public record);
- 31 U.S.C. § 1344 (misuse of government vehicle);
- 31 U.S.C. § 3729 (false claims against the government).
In addition, provisions of specific applicability to court officers include:
- 18 U.S.C. §§ 153, 154 (court officers embezzling or purchasing property from bankruptcy estate);
- 18 U.S.C. § 645 (embezzlement and theft by court officers);
- 18 U.S.C. § 646 (court officers failing to deposit registry moneys);
- 18 U.S.C. § 647 (receiving loans from registry moneys from court officer).
This is not a comprehensive listing but sets forth some of the more significant provisions with which judicial employees should be familiar.
B. A judicial employee should be faithful to professional standards and maintain competence in the judicial employee's profession.
C. A judicial employee should be patient, dignified, respectful, and courteous to all persons with whom the judicial employee deals in an official capacity, including the general public, and should require similar conduct of personnel subject to the judicial employee's direction and control. A judicial employee should diligently discharge the responsibilities of the office in a prompt, efficient, nondiscriminatory, fair, and professional manner. A judicial employee should never influence or attempt to influence the assignment of cases, or perform any discretionary or ministerial function of the court in a manner that improperly favors any litigant or attorney, nor should a judicial employee imply that he or she is in a position to do so.
D. A judicial employee should avoid making public comment on the merits of a pending or impending action and should require similar restraint by personnel subject to the judicial employee's direction and control. This proscription does not extend to public statements made in the course of official duties or to the explanation of court procedures. A judicial employee should never disclose any confidential information received in the course of official duties except as required in the performance of such duties, nor should a judicial employee employ such information for personal gain. A former judicial employee should observe the same restrictions on disclosure of confidential information that apply to a current judicial employee, except as modified by the appointing authority.
E. A judicial employee should not engage in nepotism prohibited by law.
Note: See also 5 U.S.C. § 3110 (employment of relatives); 28 U.S.C. § 458 (employment of judges' relatives).
F. Conflicts of Interest
(1) A judicial employee should avoid conflicts of interest in the performance of official duties. A conflict of interest arises when a judicial employee knows that he or she (or the spouse, minor child residing in the judicial employee's household, or other close relative of the judicial employee) might be so personally or financially affected by a matter that a reasonable person with knowledge of the relevant facts would question the judicial employee's ability properly to perform official duties in an impartial manner.
(2) Certain judicial employees, because of their relationship to a judge or the nature of their duties, are subject to the following additional restrictions:
(a) A staff attorney or law clerk should not perform any official duties in any matter with respect to which such staff attorney or law clerk knows that:
(i) he or she has a personal bias or prejudice concerning a party, or personal knowledge of disputed evidentiary facts concerning the proceeding;
(ii) he or she served as lawyer in the matter in controversy, or a lawyer with whom he or she previously practiced law had served (during such association) as a lawyer concerning the matter, or he, she, or such lawyer has been a material witness;
(iii) he or she, individually or as a fiduciary, or the spouse or minor child residing in his or her household, has a financial interest in the subject matter in controversy or in a party to the proceeding;
(iv) he or she, a spouse, or a person related to either within the third degree of relationship (as defined above in § 310.40), or the spouse of such person (A) is a party to the proceeding, or an officer, director, or trustee of a party; (B) is acting as a lawyer in the proceeding; (C) has an interest that could be substantially affected by the outcome of the proceeding; or (D) is likely to be a material witness in the proceeding;
(v) he or she has served in governmental employment and in such capacity participated as counsel, advisor, or material witness concerning the proceeding or has expressed an opinion concerning the merits of the particular case in controversy.
(b) A secretary to a judge, or a courtroom deputy or court reporter whose assignment with a particular judge is reasonably perceived as being comparable to a member of the judge's personal staff, should not perform any official duties in any matter with respect to which such secretary, courtroom deputy, or court reporter knows that he or she, a spouse, or a person related to either within the third degree of relationship, or the spouse of such person (i) is a party to the proceeding, or an officer, director, or trustee of a party; (ii) is acting as a lawyer in the proceeding; (iii) has an interest that could be substantially affected by the outcome of the proceeding; or (iv) is likely to be a material witness in the proceeding; provided, however, that when the foregoing restriction presents undue hardship, the judge may authorize the secretary, courtroom deputy, or court reporter to participate in the matter if no reasonable alternative exists and adequate safeguards are in place to ensure that official duties are properly performed. In the event the secretary, courtroom deputy, or court reporter possesses any of the foregoing characteristics and so advises the judge, the judge should also consider whether the Code of Conduct for United States Judges may require the judge to recuse.
(c) A probation or pretrial services officer should not perform any official duties in any matter with respect to which the probation or pretrial services officer knows that:
(i) he or she has a personal bias or prejudice concerning a party;
(ii) he or she is related within the third degree of relationship to a party to the proceeding, or to an officer, director, or trustee of a party, or to a lawyer in the proceeding;
(iii) he or she, or a relative within the third degree of relationship, has an interest that could be substantially affected by the outcome of the proceeding.
(3) When a judicial employee knows that a conflict of interest may be presented, the judicial employee should promptly inform his or her appointing authority. The appointing authority, after determining that a conflict or the appearance of a conflict of interest exists, should take appropriate steps to restrict the judicial employee's performance of official duties in such matter so as to avoid a conflict or the appearance of a conflict of interest. A judicial employee should observe any restrictions imposed by his or her appointing authority in this regard.
(4) A judicial employee who is subject to canon 3F(2)(a) should keep informed about his or her personal and fiduciary financial interests and make a reasonable effort to keep informed about the personal financial interests of a spouse or minor child residing in the judicial employee's household. For purposes of this canon, "financial interest" means ownership of a legal or equitable interest, however small, or a relationship as director, advisor, or other active participant in the affairs of a party, except that:
(a) ownership in a mutual or common investment fund that holds securities is not a "financial interest" in such securities unless the employee participates in the management of the fund;
(b) an office in an educational, religious, charitable, fraternal, or civic organization is not a "financial interest" in securities held by the organization;
(c) the proprietary interest of a policy holder in a mutual insurance company, or a depositor in a mutual savings association, or a similar proprietary interest, is a "financial interest" in the organization only if the outcome of the proceeding could substantially affect the value of the interest;
(d) ownership of government securities is a "financial interest" in the issuer only if the outcome of the proceeding could substantially affect the value of the securities.
(5) A member of a judge's personal staff should inform the appointing judge of any circumstance or activity of the staff member that might serve as a basis for disqualification of either the staff member or the judge, in a matter pending before the judge.
Canon 4: In Engaging in Outside Activities, a Judicial Employee Should Avoid the Risk of Conflict with Official Duties, Should Avoid the Appearance of Impropriety, and Should Comply with Disclosure Requirements
A. Outside Activities
A judicial employee's activities outside of official duties should not detract from the dignity of the court, interfere with the performance of official duties, or adversely reflect on the operation and dignity of the court or office the judicial employee serves. Subject to the foregoing standards and the other provisions of this code, a judicial employee may engage in such activities as civic, charitable, religious, professional, educational, cultural, avocational, social, fraternal, and recreational activities, and may speak, write, lecture, and teach. If such outside activities concern the law, the legal system, or the administration of justice, the judicial employee should first consult with the appointing authority to determine whether the proposed activities are consistent with the foregoing standards and the other provisions of this code.
B. Solicitation of Funds
A judicial employee may solicit funds in connection with outside activities, subject to the following limitations:
(1) A judicial employee should not use or permit the use of the prestige of the office in the solicitation of funds.
(2) A judicial employee should not solicit subordinates to contribute funds to any such activity but may provide information to them about a general fund-raising campaign. A member of a judge's personal staff should not solicit any court personnel to contribute funds to any such activity under circumstances where the staff member's close relationship to the judge could reasonably be construed to give undue weight to the solicitation.
(3) A judicial employee should not solicit or accept funds from lawyers or other persons likely to come before the judicial employee or the court or office the judicial employee serves, except as an incident to a general fund-raising activity.
C. Financial Activities
(1) A judicial employee should refrain from outside financial and business dealings that tend to detract from the dignity of the court, interfere with the proper performance of official duties, exploit the position, or associate the judicial employee in a substantial financial manner with lawyers or other persons likely to come before the judicial employee or the court or office the judicial employee serves, provided, however, that court reporters are not prohibited from providing reporting services for compensation to the extent permitted by statute and by the court. A member of a judge's personal staff should consult with the appointing judge concerning any financial and business activities that might reasonably be interpreted as violating this code and should refrain from any activities that fail to conform to the foregoing standards or that the judge concludes may otherwise give rise to an appearance of impropriety.
(2) A judicial employee should not solicit or accept a gift from anyone seeking official action from or doing business with the court or other entity served by the judicial employee, or from anyone whose interests may be substantially affected by the performance or nonperformance of official duties; except that a judicial employee may accept a gift as permitted by the Ethics Reform Act of 1989 and the Judicial Conference regulations thereunder. A judicial employee should endeavor to prevent a member of a judicial employee's family residing in the household from soliciting or accepting any such gift except to the extent that a judicial employee would be permitted to do so by the Ethics Reform Act of 1989 and the Judicial Conference regulations thereunder.
Note: See 5 U.S.C. § 7353 (gifts to federal employees). See also 5 U.S.C. § 7342 (foreign gifts); 5 U.S.C. § 7351 (gifts to superiors).
(3) A judicial employee should report the value of gifts to the extent a report is required by the Ethics Reform Act, other applicable law, or the Judicial Conference of the United States. Note: See 5 U.S.C. App. §§ 101 to 111 (Ethics Reform Act financial disclosure provisions). (4) During judicial employment, a law clerk or staff attorney may seek and obtain employment to commence after the completion of the judicial employment. However, the law clerk or staff attorney should first consult with the appointing authority and observe any restrictions imposed by the appointing authority. If any law firm, lawyer, or entity with whom a law clerk or staff attorney has been employed or is seeking or has obtained future employment appears in any matter pending before the appointing authority, the law clerk or staff attorney should promptly bring this fact to the attention of the appointing authority.
D. Practice of Law
A judicial employee should not engage in the practice of law except that a judicial employee may act pro se, may perform routine legal work incident to the management of the personal affairs of the judicial employee or a member of the judicial employee's family, and may provide pro bono legal services in civil matters, so long as such pro se, family, or pro bono legal work does not present an appearance of impropriety, does not take place while on duty or in the judicial employee's workplace, and does not interfere with the judicial employee's primary responsibility to the office in which the judicial employee serves, and further provided that:
(1) in the case of pro se legal work, such work is done without compensation (other than such compensation as may be allowed by statute or court rule in probate proceedings);
(2) in the case of family legal work, such work is done without compensation (other than such compensation as may be allowed by statute or court rule in probate proceedings) and does not involve the entry of an appearance in a federal court;
(3) in the case of pro bono legal services, such work (a) is done without compensation; (b) does not involve the entry of an appearance in any federal, state, or local court or administrative agency; (c) does not involve a matter of public controversy, an issue likely to come before the judicial employee's court, or litigation against federal, state or local government; and (d) is reviewed in advance with the appointing authority to determine whether the proposed services are consistent with the foregoing standards and the other provisions of this code.
Judicial employees may also serve as uncompensated mediators or arbitrators for nonprofit organizations, subject to the standards applicable to pro bono practice of law, as set forth above, and the other provisions of this code.
A judicial employee should ascertain any limitations imposed by the appointing judge or the court on which the appointing judge serves concerning the practice of law by a former judicial employee before the judge or the court and should observe such limitations after leaving such employment.
Note: See also 18 U.S.C. § 203 (representation in matters involving the United States); 18 U.S.C. § 205 (claims against the United States); 28 U.S.C. § 955 (restriction on clerks of court practicing law).
E. Compensation and Reimbursement
A judicial employee may receive compensation and reimbursement of expenses for outside activities provided that receipt of such compensation and reimbursement is not prohibited or restricted by this code, the Ethics Reform Act, and other applicable law, and provided that the source or amount of such payments does not influence or give the appearance of influencing the judicial employee in the performance of official duties or otherwise give the appearance of impropriety. Expense reimbursement should be limited to the actual cost of travel, food, and lodging reasonably incurred by a judicial employee and, where appropriate to the occasion, by the judicial employee's spouse or relative. Any payment in excess of such an amount is compensation.
A judicial employee should make and file reports of compensation and reimbursement for outside activities to the extent prescribed by the Ethics Reform Act, other applicable law, or the Judicial Conference of the United States.
Notwithstanding the above, a judicial employee should not receive any salary, or any supplementation of salary, as compensation for official government services from any source other than the United States, provided, however, that court reporters are not prohibited from receiving compensation for reporting services to the extent permitted by statute and by the court.
Note: See 5 U.S.C. App. §§ 101 to 111 (Ethics Reform Act financial disclosure provisions); 28 U.S.C. § 753 (court reporter compensation). See also 5 U.S.C. App. §§ 501 to 505 (outside earned income and employment).
Canon 5: A Judicial Employee Should Refrain from Inappropriate Political Activity
A. Partisan Political Activity
A judicial employee should refrain from partisan political activity; should not act as a leader or hold any office in a partisan political organization; should not make speeches for or publicly endorse or oppose a partisan political organization or candidate; should not solicit funds for or contribute to a partisan political organization, candidate, or event; should not become a candidate for partisan political office; and should not otherwise actively engage in partisan political activities.
B. Nonpartisan Political Activity
A member of a judge's personal staff, clerk of court, chief probation officer, chief pretrial services officer, circuit executive, and district court executive should refrain from nonpartisan political activity such as campaigning for or publicly endorsing or opposing a nonpartisan political candidate; soliciting funds for or contributing to a nonpartisan political candidate or event; and becoming a candidate for nonpartisan political office. Other judicial employees may engage in nonpartisan political activity only if such activity does not tend to reflect adversely on the dignity or impartiality of the court or office and does not interfere with the proper performance of official duties. A judicial employee may not engage in such activity while on duty or in the judicial employee's workplace and may not utilize any federal resources in connection with any such activity.
Note See also 18 U.S.C. chapter 29 (elections and political activities)
Code of Conduct
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.
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
Useful Addresses and Telephone Numbers ...................22
Citi Statement on Human Rights......................................23
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 firstname.lastname@example.org
- Mailing to:
Citi Ethics Office
1 Court Square,
47th Floor Long Island City,
- 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 email@example.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.
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.
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.
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.
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.
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.
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-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.
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.
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.
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 firstname.lastname@example.org.
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.
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.
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.
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
Citi Security & Investigative Services (CSIS)
399 Park Avenue, 3rd Floor
New York, NY 10043
425 Park Avenue, 2nd Floor
New York, NY 10022
399 Park Avenue, 2nd Floor
New York, NY 10043
Global Public Affairs
399 Park Avenue, 3rd Floor
New York, NY 10043
399 Park Avenue, 2nd Floor
New York, NY 10043
Global Government Affairs (GGA)
1101 Pennsylvania Ave. NW, Suite 1000
Washington, DC 20004
Global Anti-Money Laundering
1 Court Square, 8th Floor
Long Island City, NY 11101
399 Park Avenue, 2nd Floor
New York, NY 10043
Environmental & Social Risk Management (ESRM)
388 Greenwich Street, 23rd Floor
New York, NY 10013
388 Greenwich Street, 32nd Floor
New York, NY 10013
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)
Mail: Citi Ethics Office
1 Court Square,47th Floor
Long Island City, NY 11101
Website submission at:
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
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.
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.
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.
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.
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
2012 Code of Business Ethics
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.
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
Code of Ethics
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,
1111 Superior Ave,
Cleveland, Ohio 44114 USA
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.
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 Senate Code of Official Conduct
SELECT COMMITTEE ON ETHICS
UNITED STATES SENATE
ONE HUNDRED TENTH CONGRESS
BARBARA BOXER, California, Chairman
JOHN CORNYN, Texas, Vice Chairman
MARK PRYOR, Arkansas
PAT ROBERTS, Kansas
KEN SALAZAR, Colorado
JOHNNY ISAKSON, Georgia
Robert L. Walker, Chief Counsel and Staff Director
Annette Gillis, Deputy Staff Director
Kenyen Brown, Senior Counsel and Director of Education/Training
John Sassaman, Senior Counsel
Matthew Mesmer, Counsel
Elizabeth Horton, Counsel
Tremayne Bunaugh, Counsel
William Corcoran, Counsel
Lynn Tran, Counsel
(Rules 34 through 43 of the Standing Rules of the Senate)
PUBLIC FINANCIAL DISCLOSURE GIFTS
OUTSIDE EARNED INCOME
CONFLICT OF INTEREST
PROHIBITION OF UNOFFICIAL OFFICE ACCOUNTS
39 Pursuant to S. Res. 192, 102–1, Oct. 31, 1991, paragraph 1 was renumbered 1(a) and subparagraph (b) was added. Effective date revised to May 1, 1992, by a provision of Pub. L. 102–229, Dec. 12, 1991. Provisions of 2 U.S.C. 431 are contained in the Senate Manual at Sec. 515, S. Doc. 107–1. 40 Section 311(d) of the Legislative Branch Appropriations Act, 1991, (2 U.S.C. 59e(d)), was amended by the Legislative Appropriations Act, 2002 (Pub. Law 107–68). 2 U.S.C. 59e—Senate Manual Sec. 302, S. Doc. 107–1. 41 Subparagraph (c) added pursuant to Pub. L. 110–81, Sep. 14, 2007.
FRANKING PRIVILEGE AND RADIO AND TELEVISION STUDIOS
POLITICAL FUND ACTIVITY; DEFINITIONS
REPRESENTATION BY MEMBERS
ETHICS IN GOVERNMENT ACT
TITLE I — FINANCIAL DISCLOSURE REQUIREMENTS OF FEDERAL PERSONNEL
PUBLIC FINANCIAL DISCLOSURE
1. For purposes of this rule, the provisions of Title I of the Ethics in Government Act of 1978 shall be deemed to be a rule of the Senate as it pertains to Members, officers, and employees of the Senate.
2. (a)(1) The Select Committee on Ethics shall transmit a copy of each report filed with it under Title I of the Ethics in Government Act of 1978 (other than a report filed by a Member of Congress) to the head of the employing office of the individual filing the report.
(b) For purposes of this rule, the head of the employing office shall be—
(1) in the case of an employee of a Member, the Member by whom that person is employed;
(2) in the case of an employee of a Committee, the chairman and ranking minority member of such Committee;
(3)(2) in the case of an employee on the leadership staff, the Member of the leadership on whose staff such person serves; and
(4) in the case of any other employee of the legislative branch, the head of the office in which such individual serves.
3.2 In addition to the requirements of paragraph 1(3), Members, officers, and employees of the Senate shall include in each report filed under paragraph 13 the following additional information:
(a) For purposes of section 102(a)(1)(B) of the Ethics in Government Act of 1978 additional categories of income as follows:
(1) greater than $1,000,000 but not more than $5,000,000, or
(2) greater than $5,000,000.
NOTE.—Financial disclosure requirements contained in the Ethics in Government Act as amended are codified at 5 U.S.C. App. 6. See Senate Manual Sec. 910, S. Doc. 107–1.
(b) For purposes of section 102(d)(1) of the Ethics in Government Act of 1978 additional categories of value(4) as follows:
(1) greater than $1,000,000 but not more than $5,000,000;
(2) greater than $5,000,000 but not more than $25,000,000;
(3) greater than $25,000,000 but not more than $50,000,000; and
(4)greater than $50,000,000.
(c) For purposes of this paragraph and section 102 of the Ethics in Government Act of 1978, additional categories with amounts or values greater than $1,000,000 set forth in section 102(a)(1)(B) and 102(d)(1) shall apply to the income, assets, or liabilities of spouses and dependent children only if the income, assets, or liabilities are held jointly with the reporting individual. All other income, assets, or liabilities of the spouse or dependent children required to be reported under section 102 and this paragraph in an amount of value greater than $1,000,000 shall be categorized only as an amount or value greater than $1,000,000.
4.(5) In addition to the requirements of paragraph 1(6), Members, officers, and employees of the Senate shall include in each report filed under paragraph 16 an additional statement under section 102(a) of the Ethics in Government Act of 1978 listing the category of the total cash value of any interest of the reporting individual in a qualified blind trust as provided in section 102(d)(1) of the Ethics in Government Act of 1978, unless the trust instrument was executed prior to July 24, 1995 and precludes the beneficiary from receiving information on the total cash value of any interest in the qualified blind trust.
1. (a)(1) No Member, officer, or employee of the Senate shall knowingly accept a gift except as provided in this rule.
(2)(A) (8) A Member, officer, or employee may accept a gift (other than cash or cash equivalent) which the Member, officer, or employee reasonably and in good faith believes to have a value of less than $50, and a cumulative value from one source during a calendar year of less than $100. No gift with a value below $10 shall count toward the $100 annual limit. No formal recordkeeping is required by this paragraph, but a Member, officer, or employee shall make a good faith effort to comply with this paragraph.
(B) A Member, officer, or employee may not knowingly accept a gift from a registered lobbyist, an agent of a foreign principal, or a private entity that retains or employs a registered lobbyist or an agent of a foreign principal, except as provided in subparagraphs (c) and (d).
(b)(1) For the purpose of this rule, the term ‘‘gift’’ means any gratuity, favor, discount, entertainment, hospitality, loan, forbearance, or other item having monetary value. The term includes gifts of services, training, transportation, lodging, and meals, whether provided in kind, by purchase of a ticket, payment in advance, or reimbursement after the expense has been incurred.
(2)(A) A gift to a family member of a Member, officer, or employee, or a gift to any other individual based on that individual’s relationship with the Member, officer, or employee, shall be considered a gift to the Member, officer, or employee if it is given with the knowledge and acquiescence of the Member, officer, or employee and the Member, officer, or employee has reason to believe the gift was given because of the official position of the Member, officer, or employee.
(B) If food or refreshment is provided at the same time and place to both a Member, officer, or employee and the spouse or dependent thereof, only the food or refreshment provided to the Member, officer, or employee shall be treated as a gift for purposes of this rule.
(c) The restrictions in subparagraph (a) shall not apply to the following:
(1)(A)(9) Anything for which the Member, officer, or employee pays the market value, or does not use and promptly returns to the donor.
(B) The market value of a ticket to an entertainment or sporting event shall be the face value of the ticket or, in the case of a ticket without a face value, the value of the ticket with the highest face value for the event, except that if a ticket holder can establish in advance of the event to the Select Committee on Ethics that the ticket at issue is equivalent to another ticket with a face value, then the market value shall be set at the face value of the equivalent ticket. In establishing equivalency, the ticket holder shall provide written and independently verifiable information related to the primary features of the ticket, including, at a minimum, the seat location, access to parking, availability of food and refreshments, and access to venue areas not open to the public. The Select Committee on Ethics may make a determination of equivalency only if such information is provided in advance of the event.
(C)(i)(10) Fair market value for a flight on an aircraft described in item (ii) shall be the pro rata share of the fair market value of the normal and usual charter fare or rental charge for a comparable plane of comparable size, as determined by dividing such cost by the number of Members, officers, or employees of Congress on the flight.
(ii) A flight on an aircraft described in this item is any flight on an aircraft that is not—
(I) operated or paid for by an air carrier or commercial operator certificated by the Federal Aviation Administration and required to be conducted under air carrier safety rules; or
(II) in the case of travel which is abroad, an air carrier or commercial operator certificated by an appropriate foreign civil aviation authority and the flight is required to be conducted under air carrier safety rules.
(iii) This subclause shall not apply to an aircraft owned or leased by a governmental entity or by a Member of Congress or a Member’s immediate family member (including an aircraft owned by an entity that is not a public corporation in which the Member or Member’s immediate family member has an ownership interest), provided that the Member does not use the aircraft anymore than the Member’s or immediate family member’s proportionate share of ownership allows.
(2) A contribution, as defined in the Federal Election Campaign Act of 1971 (2 U.S.C. 431 et seq.) that is lawfully made under that Act, or attendance at a fundraising event sponsored by a political organization described in section 527(e) of the Internal Revenue Code of 1986.
(3) A gift from a relative as described in section 109(16) of Title I of the Ethics Reform Act of 1989 (5 U.S.C. App. 6).(11)
(4)(A) Anything, including personal hospitality,(12) provided by an individual on the basis of a personal friendship unless the Member, officer, or employee has reason to believe that, under the circum stances, the gift was provided because of the official position of the Member, officer, or employee and not because of the personal friendship. (B) In determining whether a gift is provided on the basis of personal friendship, the Member, officer, or employee shall consider the circumstances under which the gift was offered, such as:
(i) The history of the relationship between the individual giving the gift and the recipient of the gift, including any previous exchange of gifts between such individuals.
(ii) Whether to the actual knowledge of the Member, officer, or employee the individual who gave the gift personally paid for the gift or sought a tax deduction or business reimbursement for the gift.
(iii) Whether to the actual knowledge of the Member, officer, or employee the individual who gave the gift also at the same time gave the same or similar gifts to other Members, officers, or employees.
(5) A contribution or other payment to a legal expense fund established for the benefit of a Member, officer, or employee, that is otherwise lawfully made, subject to the disclosure requirements of the Select Committee on Ethics, except as provided in paragraph 3(c).
(6) Any gift from another Member, officer, or employee of the Senate or the House of Representatives.
(7) Food, refreshments, lodging, and other benefits—
(A) resulting from the outside business or employment activities (or other outside activities that are not connected to the duties of the Member, officer, or employee as an officeholder) of the Member, officer or employee, or the spouse of the Member, officer, or employee, if such benefits have not been offered or enhanced because of the official position of the Member, officer, or employee and are customarily provided to others in similar circumstances;
(B) customarily provided by a prospective employer in connection with bona fide employment discussions; or (C) provided by a political organization described in section 527(e) of the Internal Revenue Code of 1986 in connection with a fundraising or campaign event sponsored by such an organization.
(8) Pension and other benefits resulting from continued participation in an employee welfare and benefits plan maintained by a former employer. (9) Informational materials that are sent to the office of the Member, officer, or employee in the form of books, articles, periodicals, other written materials, audiotapes, videotapes, or other forms of communication. (10) Awards or prizes which are given to competitors in contests or events open to the public, including random drawings. (11) Honorary degrees (and associated travel, food, refreshments, and entertainment) and other bona fide, nonmonetary awards presented in recognition of public service (and associated food, refreshments, and entertainment provided in the presentation of such degrees and awards).
(12) Donations of products from the State that the Member represents that are intended primarily for promotional purposes, such as display or free distribution, and are of minimal value to any individual recipient.
(13) Training (including food and refreshments furnished to all attendees as an integral part of the training) provided to a Member, officer, or employee, if such training is in the interest of the Senate.
(14) Bequests, inheritances, and other transfers at death.
(15) Any item, the receipt of which is authorized by the Foreign Gifts and Decorations Act, the Mutual Educational and Cultural Exchange Act, or any other statute.
(16) Anything which is paid for by the Federal Government, by a State or local government, or secured by the Government under a Government contract.
(17) A gift of personal hospitality (as defined in section 109(14) of the Ethics in Government Act)(13) of an individual other than a registered lobbyist or agent of a foreign principal.
(18) Free attendance at a widely attended event permitted pursuant to subparagraph (d).
(19) Opportunities and benefits which are—
(A) available to the public or to a class consisting of all Federal employees, whether or not restricted on the basis of geographic consideration;
(B) offered to members of a group or class in which membership is unrelated to congressional employment;
(C) offered to members of an organization, such as an employees’ association or congressional credit union, in which membership is related to congressional employment and similar opportunities are available to large segments of the public through organizations of similar size;
(D) offered to any group or class that is not defined in a manner that specifically discrim inates among Government employees on the basis of branch of Government or type of responsibility, or on a basis that favors those of higher rank or rate of pay;
(E) in the form of loans from banks and other financial institutions on terms generally available to the public; or
(F) in the form of reduced membership or other fees for participation in organization activities offered to all Government employees by professional organizations if the only restrictions on membership relate to professional qualifications.
(20) A plaque, trophy, or other item that is substantially commemorative in nature and which is intended solely for presentation.
(21) Anything for which, in an unusual case, a waiver is granted by the Select Committee on Ethics.
(22) Food or refreshments of a nominal value offered other than as a part of a meal. (23) An item of little intrinsic value such as a greeting card, baseball cap, or a T-shirt.
(24)(14) Subject to the restrictions in subparagraph (a)(2)(A), free attendance at a constituent event permitted pursuant to subparagraph (g).
(d)(1) A Member, officer, or employee may accept an offer of free attendance at a widely attended convention, conference, symposium, forum, panel discussion, dinner, viewing, reception, or similar event, provided by the sponsor of the event, if—
(A) the Member, officer, or employee participates in the event as a speaker or a panel participant, by presenting information related to Congress or matters before Congress, or by performing a ceremonial function appropriate to the Member’s, officer’s, or employee’s official position; or
(B) attendance at the event is appropriate to the performance of the official duties or representative function of the Member, officer, or employee.
(2) A Member, officer, or employee who attends an event described in clause (1) may accept a sponsor’s unsolicited offer of free attendance at the event for an accompanying individual if others in attendance will generally be similarly accompanied or if such attendance is appropriate to assist in the representation of the Senate.
(3) A Member, officer, or employee, or the spouse or dependent thereof, may accept a sponsor’s unsolicited offer of free attendance at a charity event, except that reimbursement for transportation and lodging may not be accepted in connection with an event that does not meet the standards provided in paragraph 2.
(4) For purposes of this paragraph, the term ‘‘free attendance’’ may include waiver of all or part of a conference or other fee, the provision of local transportation, or the provision of food, refreshments, entertainment, and instructional materials furnished to all attendees as an integral part of the event. The term does not include entertainment collateral to the event, nor does it include food or refreshments taken other than in a group setting with all or substantially all other attendees.
(5)(15) During the dates of the national party convention for the political party to which a Member belongs, a Member may not participate in an event honoring that Member, other than in his or her capacity as the party’s presidential or vice presidential nominee or presumptive nominee, if such event is directly paid for by a registered lobbyist or a private entity that retains or employs a registered lobbyist.
(e) No Member, officer, or employee may accept a gift the value of which exceeds $250 on the basis of the personal friendship exception in subparagraph (c)(4) unless the Select Committee on Ethics issues a written determination that such exception applies. No determination under this subparagraph is required for gifts given on the basis of the family relationship exception.
(f) When it is not practicable to return a tangible item because it is perishable, the item may, at the discretion of the recipient, be given to an appropriate charity or destroyed.
(g)(1)(16) A Member, officer, or employee may accept an offer of free attendance in the Member’s home State at a conference, symposium, forum, panel discussion, dinner event, site visit, viewing, reception, or similar event, provided by a sponsor of the event, if—
(A) the cost of meals provided the Member, officer, or employee is less than $50;
(B)(i) the event is sponsored by constituents of, or a group that consists primarily of constituents of, the Member (or the Member by whom the officer or employee is employed); and
(ii) the event will be attended primarily by a group of at least 5 constituents of the Member (or the Member by whom the officer or employee is employed) provided that a registered lobbyist shall not attend the event; and (C)(i) the Member, officer, or employee participates in the event as a speaker or a panel participant, by presenting information related to Congress or matters before Congress, or by performing a ceremonial function appropriate to the Member’s, officer’s, or employee’s official position; or (ii) attendance at the event is appropriate to the performance of the official duties or representative function of the Member, officer, or employee.
(2) A Member, officer, or employee who attends an event described in clause (1) may accept a sponsor’s unsolicited offer of free attendance at the event for an accompanying individual if others in attendance will generally be similarly accompanied or if such attendance is appropriate to assist in the representation of the Senate.
(3) For purposes of this subparagraph, the term ‘free attendance’ has the same meaning given such term in subparagraph (d).
2.(17) (a)(1)(18) A reimbursement (including payment in kind) to a Member, officer, or employee from an individual other than a registered lobbyist or agent of a foreign principal or a private entity that retains or employs 1 or more registered lobbyists or agents of a foreign principal for necessary transportation, lodging and related expenses for travel to a meeting, speaking engagement, factfinding trip or similar event in connection with the duties of the Member, officer, or employee as an officeholder shall be deemed to be a reimbursement to the Senate and not a gift prohibited by this rule, if the Member, officer, or employee complies with the requirements of this paragraph. 10
(2)(A)(19) Notwithstanding clause (1), a reimbursement (including payment in kind) to a Member, officer, or employee of the Senate from an individual, other than a registered lobbyist or agent of a foreign principal, that is a private entity that retains or employs 1 or more registered lobbyists or agents of a foreign principal shall be deemed to be a reimbursement to the Senate under clause (1) if—
(i) the reimbursement is for necessary transportation, lodging, and related expenses for travel to a meeting, speaking engagement, factfinding trip, or similar event described in clause (1) in connection with the duties of the Member, officer, or employee and the reimbursement is provided only for attendance at or participation for 1 day (exclusive of travel time and an overnight stay) at an event described in clause (1); or
(ii) the reimbursement is for necessary transportation, lodging, and related expenses for travel to a meeting, speaking engagement, factfinding trip, or similar event described in clause (1) in connection with the duties of the Member, officer, or employee and the reimbursement is from an organization designated under section 501(c)(3) of the Internal Revenue Code of 1986.
(B) When deciding whether to preapprove a trip under this clause, the Select Committee on Ethics shall make a determination consistent w ith regulations issued pursuant to section 544(b) of the Honest Leadership and Open Government Act of 2007. The committee through regulations to implement subclause (A)(i) may permit a longer stay when determined by the committee to be practically required to participate in the event, but in no event may the stay exceed 2 nights.
(3)(20) For purposes of clauses (1) and (2), events, the activities of which are substantially recreational in nature, shall not be considered to be in connection with duties of a Member, officer, or employee as an officeholder.
(b)(21) Before an employee may accept reimbursement pursuant to subparagraph (a), the employee shall receive advance written authorization from the Member or officer under whose direct supervision the employee works. Each advance authorization to accept reimbursement shall be signed by the Member or officer under whose direct supervision the employee works and shall include—
(1) the name of the employee;
(2) the name of the person who will make the reimbursement;
(3) the time, place, and purpose of the travel; and
(4) a determination that the travel is in connection with the duties of the employee as an officeholder and would not create the appearance that the employee is using public office for private gain.
(c)(22) Each Member, officer, or employee that receives reimbursement under this paragraph shall disclose the expenses reimbursed or to be reimbursed, the authorization under subparagraph (b) (for an employee), and a copy of the certification in subparagraph (e)(1) to the Secretary of the Senate not later than 30 days after the travel is completed. Each disclosure made under this subparagraph of expenses reimbursed or to be reimbursed shall be signed by the Member or officer (in the case of travel by that Member or officer) or by the Member or officer under whose direct supervision the employee works (in the case of travel by an employee) and shall include —
(1) a good faith estimate of total transportation expenses reimbursed or to be reimbursed;
(2) a good faith estimate of total lodging expenses reimbursed or to be reimbursed;
(3) a good faith estimate of total meal expenses reimbursed or to be reimbursed;
(4) a good faith estimate of the total of other expenses reimbursed or to be reimbursed;
(5) a determination that all such expenses are necessary transportation, lodging, and related expenses as defined in this paragraph;
(6()23) a description of meetings and events attended; and
(7)(24) in the case of a reimbursement to a Member or officer, a determination that the travel was in connection with the duties of the Member or officer as an officeholder and would not create the appearance that the Member or officer is using public office for private gain.
(d)(1)(25) A Member, officer, or employee of the Senate may not accept a reimbursement (including payment in kind) for transportation, lodging, or related expenses under subparagraph (a) for a trip that was—
(A) planned, organized, or arranged by or at the request of a registered lobbyist or agent of a foreign principal; or
(B)(i) for trips described under subparagraph (a)(2)(A)(i) on which a registered lobbyist accompanies the Member, officer, or employee on any segment of the trip; or
(ii) for all other trips allowed under this paragraph, on which a registered lobbyist accompanies the Member, officer, or employee at any point throughout the trip.
(2) The Select Committee on Ethics shall issue regulations identifying de minimis activities by registered lobbyists or foreign agents that would not violate this subparagraph.
(e)(26) A Member, officer, or employee shall, before accepting travel otherwise permissible under this paragraph from any source—
(1) provide to the Select Committee on Ethics a written certification from such source that—
(A) the trip will not be financed in any part by a registered lobbyist or agent of a foreign principal;
(B) the source either—
(i) does not retain or employ registered lobbyists or agents of a foreign principal and is not itself a registered lobbyist or agent of a foreign principal; or
(ii) certifies that the trip meets the requirements of subclause (i) or (ii) of subparagraph (a)(2)(A);
(C) the source will not accept from a registered lobbyist or agent of a foreign principal or a private entity that retains or employs 1 or more registered lobbyists or agents of a foreign principal, funds earmarked directly or indirectly for the purpose of financing the specific trip; and
(D) the trip will not in any part be planned, organized, requested, or arranged by a registered lobbyist or agent of a foreign principal and the traveler will not be accompanied on the trip consistent with the applicable requirements of subparagraph (d)(1)(B) by a registered lobbyist or agent of a foreign principal, except as permitted by regulations issued under subparagraph (d)(2); and (2) after the Select Committee on Ethics has promulgated regulations pursuant to section 544(b) of the Honest Leadership and Open Government Act of 2007, obtain the prior approval of the committee for such reimbursement.
(f)(27) For the purposes of this paragraph, the term ‘‘necessary transportation, lodging, and related expenses’’—
(1) includes reasonable expenses that are necessary for travel for a period not exceeding 3 days exclusive of travel time within the United States or 7 days exclusive of travel time outside of the United States unless approved in advance by the Select Committee on Ethics;
(2) is limited to reasonable expenditures for transportation, lodging, conference fees and materials, and food and refreshments, including reimbursement for necessary transportation, whether or not such transportation occurs within the periods described in clause (1);
(3) does not include expenditures for recreational activities, nor does it include entertainment other than that provided to all attendees as an integral part of the event, except for activities or entertainment otherwise permissible under this rule; and
(4) may include travel expenses incurred on behalf of either the spouse or a child of the Member, officer, or employee, subject to a determination signed by the Member or officer (or in the case of an employee, the Member or officer under whose direct supervision the employee works) that the attendance of the spouse or child is appropriate to assist in the representation of the Senate.
(g) The Secretary of the Senate shall make all advance authorizations, certifications, and disclosures filed pursuant to this paragraph available for public inspection as soon as possible after they are received, but in no event prior to the completion of the relevant travel.
3. A gift prohibited by paragraph 1(a) includes the following:
(a) Anything provided by a registered lobbyist or an agent of a foreign principal to an entity that is maintained or controlled by a Member, officer, or employee.
(b) A charitable contribution (as defined in section 170(c) of the Internal Revenue Code of 1986) made by a registered lobbyist or an agent of a foreign principal on the basis of a designation, recommendation, or other specification of a Member, officer, or employee (not including a mass mailing or other solicitation directed to a broad category of persons or entities), other than a charitable contribution permitted by paragraph 4.
(c) A contribution or other payment by a registered lobbyist or an agent of a foreign principal to a legal expense fund established for the benefit of a Member, officer, or employee.
(d) A financial contribution or expenditure made by a registered lobbyist or an agent of a foreign principal relating to a conference, retreat, or similar event, sponsored by or affiliated with an official congressional organization, for or on behalf of M embers, officers, or employees.
4. (a) A charitable contribution (as defined in section 170(c) of the Internal Revenue Code of 1986) made by a registered lobbyist or an agent of a foreign principal in lieu of an honorarium to a Member, officer, or employee shall not be considered a gift under this rule if it is reported as provided in subparagraph (b).
(b) A Member, officer, or employee who designates or recommends a contribution to a charitable organization in lieu of honoraria described in subparagraph (a) shall report within 30 days after such designation or recommendation to the Secretary of the Senate—
(1) the name and address of the registered lobbyist who is making the contribution in lieu of honoraria;
(2) the date and amount of the contribution; and
(3) the name and address of the charitable organization designated or recommended by the Member.
The Secretary of the Senate shall make public information received pursuant to this subparagraph as soon as possible after it is received.
5. For purposes of this rule—
(a) the term ‘‘registered lobbyist’’ means a lobbyist registered under the Federal Regulation of Lobbying Act or any successor statute; and
(b) the term ‘‘agent of a foreign principal’’ means an agent of a foreign principal registered under the Foreign Agents Registration Act.
6. All the provisions of this rule shall be interpreted and enforced solely by the Select Committee on Ethics. The Select Committee on Ethics is authorized to issue guidance on any matter contained in this rule.
RULE XXXVI (28)
OUTSIDE EARNED INCOME
For purposes of this rule, the provisions of section 501 of the Ethics in Government Act of 1978 (5 U.S.C. App. 7 501) shall be deemed to be a rule of the Senate as it pertains to Members, officers, and employees of the Senate.
CONFLICT OF INTEREST
1. A Member, officer, or employee of the Senate shall not receive any compensation, nor shall he permit any compensation to accrue to his beneficial interest from any source, the receipt or accrual of which would occur by virtue of influence improperly exerted from his position as a Member, officer, or employee.
2. No Member, officer, or employee shall engage in any outside business or professional activity or employment for compensation which is inconsistent or in conflict with the conscientious performance of official duties.
3. No officer or employee shall engage in any outside business or professional activity or employment for compensation unless he has reported in writing when such activity or employment commences and on May 15 of each year thereafter so long as such activity or employment continues, the nature of such activity or employment to his supervisor. The supervisor shall then, in the discharge of his duties, take such action as he considers necessary for the avoidance of conflict of interest or interference with duties to the Senate.
4. No Member, officer, or employee shall knowingly use his official position to introduce or aid the progress or passage of legislation, a principal purpose of which is to further only his pecuniary interest, only the pecuniary interest of his immediate family, or only the pecuniary interest of a limited class of persons or enterprises, when he, or his immediate family, or enterprises controlled by them, are mem bers of the affected class.
5. (a) (29) No Member, officer, or employee of the Senate compensated at a rate in excess of $25,000 per annum and employed for more than ninety days in a calendar year shall (1) affiliate with a firm, partnership, association, or corporation for the purpose of providing professional services for compensation; (2) permit that individual’s name to be used by such a firm, partnership, association or corporation; or (3) practice a profession for compensation to any extent during regular office hours of the Senate office in which employed. For the purposes of this paragraph, ‘‘professional services’’ shall include but not be limited to those which involve a fiduciary relationship.
(b) A Member or an officer or employee whose rate of basic pay is equal to or greater than 120 percent of the annual rate of basic pay in effect for grade GS–15 of the General Schedule shall not—
(1) receive compensation for affiliating with or being employed by a firm, partnership, association, corporation, or other entity which provides professional services involving a fiduciary relationship;
(2) permit that Member’s, officer’s, or employee’s name to be used by any such firm, partnership, association, corporation, or other entity;
(3) receive compensation for practicing a profession which involves a fiduciary relationship; or
(4) receive compensation for teaching, without the prior notification and approval of the Select (30) Committee on Ethics.
6. (a) (31) No Member, officer, or employee of the Senate compensated at a rate in excess of $25,000 per annum and employed for more than ninety days in a calendar year shall serve as an officer or member of the board of any publicly held or publicly regulated corporation, financial institution, or business entity. The preceding sentence shall not apply to service of a Member, officer, or employee as—
(1) an officer or member of the board of an organization which is exempt from taxation under section 501(c) of the Internal Revenue Code of 1954, if such service is performed without compensation;
(2) an officer or member of the board of an institution or organization which is principally available to Members, officers, or employees of the Senate, or their families, if such service is performed without compensation; or
(3) a member of the board of a corporation, institution, or other business entity, if (A) the Member, officer, or employee had served continuously as a member of the board thereof for at least two years prior to his election or appointment as a Member, officer, or employee of the Senate, (B) the amount of time required to perform such service is minimal, and (C) the Member, officer, or employee is not a member of, or a member of the staff of any Senate committee which has legislative jurisdiction over any agency of the Government charged with regulating the activities of the corporation, institution, or other business entity. (b) A Member or an officer or employee whose rate of basic pay is equal to or greater than 120 percent of the annual rate of basic pay in effect for grade GS–15 of the General Schedule shall not serve for compensation as an officer or member of the board of any association, corporation, or other entity.
7. An employee on the staff of a committee who is compensated at a rate in excess of $25,000 per annum and employed for more than ninety days in a calendar year shall divest himself of any substantial holdings which may be directly affected by the actions of the committee for which he works, unless the Select Committee, after consultation with the employee’s supervisor, grants permission in writing to retain such holdings or the employee makes other arrangements acceptable to the Select Committee and the employee’s supervisor to avoid participation in committee actions where there is a conflict of interest, or the appearance thereof.
8. (32) If a Member, upon leaving office, becomes a registered lobbyist under the Federal Regulation of Lobbying Act of 1946 or any successor statute, or is employed or retained by such a registered lobbyist or an entity that employs or retains a registered lobbyist for the purpose of influencing legislation, he shall not lobby Members, officers, or employees of the Senate for a period of two years after leaving office.
9. (a) If an employee on the staff of a Member, upon leaving that position, becomes a registered lobbyist under the Federal Regulation of Lobbying Act of 1946 or any successor statute, or is employed or retained by such a registered lobbyist or an entity that employs or retains a registered lobbyist for the purpose of influencing legislation, such employee may not lobby the Member for whom he worked or that Member’s staff for a period of one year after leaving that position.
(b) If an employee on the staff of a committee, upon leaving his position, becomes such a registered lobbyist or is employed or retained by such a registered lobbyist or an entity that employs or retains a registered lobbyist for the purpose of influencing legislation, such employee may not lobby the members of the committee for which he worked, or the staff of that committee, for a period of one year after leaving his position.
(c) (33) If an officer of the Senate or an employee on the staff of a Member or on the staff of a com mittee whose rate of pay is equal to or greater than 75 percent of the rate of pay of a Member and employed at such rate for more than 60 days in a calendar year, upon leaving that position, becomes a registered lobbyist, or is employed or retained by such a registered lobbyist or an entity that employs or retains a registered lobbyist for the purpose of influencing legislation, such employee may not lobby any Member, officer, or employee of the Senate for a period of 1 year after leaving that position.
10. (34) Paragraphs 8 and 9 shall not apply to contacts with the staff of the Secretary of the Senate regarding compliance with the lobbying disclosure requirements of the Lobbying Disclosure Act of 1995.
11. (a) If a Member’s spouse or immediate family member is a registered lobbyist, or is employed or retained by such a registered lobbyist or an entity that hires or retains a registered lobbyist for the purpose of influencing legislation, the Member shall prohibit all staff employed or supervised by that Member (including staff in personal, committee, and leadership offices) from having any contact with the Member’s spouse or immediate family member that constitutes a lobbying contact as defined by section 3 of the Lobbying Disclosure Act of 1995 by such person.
(b) Members and employees on the staff of a Member (including staff in personal, committee, and leadership offices) shall be prohibited from having any contact that constitutes a lobbying contact as defined by section 3 of the Lobbying Disclosure Act of 1995 by any spouse of a Member who is a registered lobbyist, or is employed or retained by such a registered lobbyist.
(c) The prohibition in subparagraph (b) shall not apply to the spouse of a Member who was serving as a registered lobbyist at least 1 year prior to the most recent election of that Member to office or at least 1 year prior to his or her marriage to that Member.
12. (a) (35) Except as provided by subparagraph (b), any employee of the Senate who is required to file a report pursuant to rule XXXIV shall refrain from participating personally and substantially as an employee of the Senate in any contact with any agency of the executive or judicial branch of Government with respect to non-legislative matters affecting any non-governmental person in which the employee has a significant financial interest.
(b) Subparagraph (a) shall not apply if an employee first advises his supervising authority of his significant financial interest and obtains from his employing authority a written waiver stating that the participation of the employee is necessary. A copy of each such waiver shall be filed with the Select Committee.
13. (36) For purposes of this rule—
(a) ‘‘employee of the Senate’’ includes an employee or individual described in paragraphs 2, 3, and 4(c) of rule X LI;
(b) an individual who is an employee on the staff of a subcommittee of a committee shall be treated as an employee on the staff of such committee; and
(c) the term ‘‘lobbying’’ means any oral or written communication to influence the content or disposition of any issue before Congress, including any pending or future bill, resolution, treaty, nomination, hearing, report, or investigation; but does not include—
(1) a communication (i) made in the form of testimony given before a committee or office of the Congress, or (ii) submitted for inclusion in the public record, public docket, or public file of a hearing; or
(2) a communication by an individual, acting solely on his own behalf, for redress of personal grievances, or to express his personal opinion.
14. (37) (a) A Member shall not negotiate or have any arrangement concerning prospective private employment until after his or her successor has been elected, unless such Member files a signed statement with the Secretary of the Senate, for public disclosure, regarding such negotiations or arrangements not later than 3 business days after the commencement of such negotiation or arrangement, including the name of the private entity or entities involved in such negotiations or arrangements, and the date such negotiations or arrangements commenced.
(b) A Member shall not negotiate or have any arrangement concerning prospective employment for a job involving lobbying activities as defined by the Lobbying Disclosure Act of 1995 until after his or her successor has been elected.
(c)(1) An employee of the Senate earning in excess of 75 percent of the salary paid to a Senator shall notify the Select Committee on Ethics that he or she is negotiating or has any arrangement concerning prospective private employment.
(2) The notification under this subparagraph shall be made not later than 3 business days after the commencement of such negotiation or arrangement.
(3) An employee to whom this subparagraph applies shall—
(A) recuse himself or herself from—
(i) any contact or communication with the prospective employer on issues of legislative interest to the prospective employer; and
(ii) any legislative matter in which there is a conflict of interest or an appearance of a conflict for that employee under this subparagraph; and
(B) notify the Select Committee on Ethics of such recusal.
15. (38) For purposes of this rule—
(a) a Senator or the Vice President is the supervisor of his administrative, clerical, or other assistants;
(b) a Senator who is the chairman of a committee is the supervisor of the professional, clerical, or other assistants to the committee except that minority staff members shall be under the supervision of the ranking minority Senator on the committee;
(c) a Senator who is a chairman of a subcommittee which has its own staff and financial authorization is the supervisor of the professional, clerical, or other assistants to the subcommittee except that minority staff members shall be under the supervision of the ranking minority Senator on the subcommittee;
(d) the President pro tempore is the supervisor of the Secretary of the Senate, Sergeant at Arms and Doorkeeper, the Chaplain, the Legislative Counsel, and the employees of the Office of the Legislative Counsel;
(e) the Secretary of the Senate is the supervisor of the employees of his office;
(f) the Sergeant at Arms and Doorkeeper is the supervisor of the employees of his office;
(g) the M ajority and Minority Leaders and the Majority and Minority Whips are the supervisors of the research, clerical, or other assistants assigned to their respective offices;
(h) the Majority Leader is the supervisor of the Secretary for the Majority and the Secretary for the Majority is the supervisor of the employees of his office; and
(i) the Minority Leader is the supervisor of the Secretary for the Minority and the Secretary for the Minority is the supervisor of the employees of his office.
PROHIBITION OF UNOFFICIAL OFFICE ACCOUNTS
1. (a) (39) No Member may maintain or have maintained for his use an unofficial office account. The term ‘‘unofficial office account’’ means an account or repository into which funds are received for the purpose, at least in part, of defraying otherwise unreimbursed expenses allowable in connection with the operation of a Member’s office. An unofficial office account does not include, and expenses incurred by a Member in connection with his official duties shall be defrayed only from—
(1) personal funds of the Member;
(2) official funds specifically appropriated for that purpose;
(3) funds derived from a political committee (as defined in section 301(d) of the Federal Election Campaign Act of 1971 (2 U.S.C. 431)); and
(4) funds received as reasonable reimbursements for expenses incurred by a Member in connection with personal services provided by the Member to the organization making the reim bursement.
(b) Notwithstanding subparagraph (a), official expenses may be defrayed only as provided by subsections (d) and (i) of section 311 of the Legislative Appropriations Act, 1991 (Public Law 101–520). (40)
(c) (41) For purposes of reimbursement under this rule, fair market value of a flight on an aircraft shall be determined as provided in paragraph 1(c)(1)(C) of rule XXXV.
2. No contribution (as defined in section 301(e) of the Federal Election Campaign Act of 1971 (2 U.S.C. 431)) shall be converted to the personal use of any Member or any former Member. For the purposes of this rule ‘‘personal use’’ does not include reimbursement of expenses incurred by a Member in connection with his official duties.
1. (a) Unless authorized by the Senate (or by the President of the United States after an adjournment sine die), no funds from the United States Government (including foreign currencies made available under section 502(b) of the Mutual Security Act of 1954 (22 U.S.C. 1754(b)) shall be received for the purpose of travel outside the United States by any Member of the Senate whose term will expire at the end of a Congress after—
(1) the date of the general election in which his successor is elected; or
(2) in the case of a Member who is not a candidate in such general election, the earlier of the date of such general election or the adjournment sine die of the second regular session of that Congress.
(b) (42) The travel restrictions provided by subparagraph (a) with respect to a Member of the Senate whose term will expire at the end of a Congress shall apply to travel by—
(1) any employee of the Member;
(2) any elected officer of the Senate whose employment will terminate at the end of a Congress; and
(3) any employee of a committee whose employment will terminate at the end of a Congress.
2. No Member, officer, or employee engaged in foreign travel may claim payment or accept funds from the United States Government (including foreign currencies made available under section 502(b) of the Mutual Security Act of 1954 (22 U.S.C. 1754(b)) for any expense for which the individual has received reimbursement from any other source; nor may such Member, officer, or employee receive reimbursement for the same expense more than once from the United States Government. No Member, officer, or employee shall use any funds furnished to him to defray ordinary and necessary expenses of foreign travel for any purpose other than the purpose or purposes for which such funds were furnished.
3. A per diem allowance provided a Member, officer, or employee in connection with foreign travel shall be used solely for lodging, food, and related expenses and it is the responsibility of the Member, officer, or employee receiving such an allowance to return to the United States Government that portion of the allowance received which is not actually used for necessary lodging, food, and related expenses.
FRANKING PRIVILEGE AND RADIO AND TELEVISION STUDIOS (43)
1. A Senator or an individual who is a candidate for nomination for election, or election, to the Senate may not use the frank for any mass mailing (as defined in section 3210(a)(6)(E) (44) of Title 39, United States Code) if such mass mailing is mailed at or delivered to any postal facility less than sixty days immediately before the date of any primary or general election (whether regular, special, or runoff) in which the Senator is a candidate for public office or the individual is a candidate for Senator, unless the candidacy of the Senator in such election is uncontested. (45)
2. A Senator shall use only official funds of the Senate, including his official Senate allowances, to purchase paper, to print, or to prepare any mass mailing material which is to be sent out under the frank.
3. (a) When a Senator disseminates information under the frank by a mass mailing (as defined in section 3210(a)(6)(E) of Title 39, United States Code), the Senator shall register quarterly (46) with the Secretary of the Senate such mass mailings. Such registration shall be made by filing with the Secretary a copy of the matter mailed and providing, on a form supplied by the Secretary, a description of the group or groups of persons to whom the mass mailing was mailed.
(b) The Secretary of the Senate shall prom ptly make available for public inspection and copying a copy of the mail matter registered, and a description of the group or groups of persons to whom the mass mailing was mailed.
4. Nothing in this rule shall apply to any mailing under the frank which is (a) in direct response to inquiries or requests from persons to whom the matter is mailed; (b) addressed to colleagues in Congress or to government officials (whether Federal, State, or local); or (c) consists entirely of news releases to the communications media.
5. The Senate computer facilities shall not be used (a) to store, maintain, or otherwise process any lists or categories of lists of names and addresses identifying the individuals included in such lists as campaign workers or contributors, as members of a political party, or by any other partisan political designation, (b) to produce computer printouts except as authorized by user guides approved by the Committee on Rules and Administration, or (c) to produce mailing labels for mass mailings, or computer tapes and discs, for use other than in service facilities maintained and operated by the Senate or under contract to the Senate. The Committee on Rules and Administration shall prescribe such regulations not inconsistent with the purposes of this paragraph as it determines necessary to carry out such purposes.
6. (a) The radio and television studios provided by the Senate or by the House of Representatives may not be used by a Senator or an individual who is a candidate for nomination for election, or election, to the Senate less than sixty days immediately before the date of any primary or general election (whether regular, special, or runoff) in which that Senator is a candidate for public office or that individual is a candidate for Senator, unless the candidacy of the Senator in such election is uncontested. (47)
(b) This paragraph shall not apply if the facilities are to be used at the request of, and at the expense of, a licensed broadcast organization or an organization exempt from taxation under section 501(c)(3) of the Internal Revenue Code of 1954.
POLITICAL FUND ACTIVITY; DEFINITIONS
1. No officer or employee of the Senate may receive, solicit, be a custodian of, or distribute any funds in connection with any campaign for the nomination for election, or the election, of any individual to be a Member of the Senate or to any other Federal office. This prohibition does not apply to three (48) assistants to a Senator, at least one of whom is in Washington, District of Columbia, who have been designated by that Senator to perform any of the functions described in the first sentence of this paragraph and who are compensated at an annual rate in excess of $10,000 if such designation has been made in writing and filed with the Secretary of the Senate and if each such assistant files a financial statement in the form provided under rule XXXIV for each year during which he is designated under this rule. The Majority Leader and the Minority Leader may each designate an employee of their respective leadership office staff as one of the 3 designees referred to in the second sentence. (49) The Secretary of the Senate shall make the designation available for public inspection. 2. For purposes of the Senate Code of Official Conduct—
(a) an employee of the Senate includes any employee whose salary is disbursed by the Secretary of the Senate; and
(b) the compensation of an officer or employee of the Senate who is a reemployed annuitant shall include amounts received by such officer or employee as an annuity, and such amounts shall be treated as disbursed by the Secretary of the Senate.
3. Before approving the utilization by any committee of the Senate of the services of an officer or employee of the Government in accordance with paragraph 4 (50) of rule XXVII or with an authorization provided by Senate resolution, the Committee on Rules and Administration shall require such officer or employee to agree in writing to comply with the Senate Code of Official Conduct in the same manner and to the same extent as an employee of the Senate. Any such officer or employee shall, for purposes of such Code, be treated as an employee of the Senate receiving compensation disbursed by the Secretary of the Senate in an amount equal to the amount of compensation he is receiving as an officer or employee of the Government.
4. No Member, officer, or employee of the Senate shall utilize the full-time services of an individual for more than ninety days in a calendar year in the conduct of official duties of any committee or office of the Senate (including a Member’s office) unless such individual—
(a) is an officer or employee of the Senate,
(b) is an officer or employee of the Government (other than the Senate), or
(c) agrees in writing to comply with the Senate Code of Official Conduct in the same manner and to the same extent as an employee of the Senate.
Any individual to whom subparagraph (c) applies shall, for purposes of such Code, be treated as an employee of the Senate receiving compensation disbursed by the Secretary of the Senate in an amount equal to the amount of compensation which such individual is receiving from any source for performing such services.
5. In exceptional circumstances for good cause shown, the Select Committee on Ethics may waive the applicability of any provision of the Senate Code of Official Conduct to an employee hired on a per diem basis.
6. (a) The supervisor of an individual who performs services for any Member, committee, or office of the Senate for a period in excess of four weeks and who receives compensation therefor from any source other than the United States Government shall report to the Select Committee on Ethics with respect to the utilization of the services of such individual.
(b) A report under subparagraph (a) shall be made with respect to an individual—
(1) when such individual begins performing services described in such subparagraph;
(2) at the close of each calendar quarter while such individual is performing such services; and
(3) when such individual ceases to perform such services. Each such report shall include the identity of the source of the compensation received by such individual and the amount or rate of compensation paid by such source.
(c) No report shall be required under subparagraph (a) with respect to an individual who normally performs services for a Member, committee, or office for less than eight hours a week.
(d) For purposes of this paragraph, the supervisor of an individual shall be determined under paragraph 12 of rule XXXVII. (51)
1. No Member, officer, or employee of the Senate shall, with respect to employment by the Senate or any office thereof—
(a) fail or refuse to hire an individual;
(b) discharge an individual; or
(c) otherwise discriminate against an individual with respect to promotion, compensation, or terms, conditions, or privileges of employment on the basis of such individual’s race, color, religion, sex, national origin, age, or state of physical handicap.
2. (52) For purposes of this rule, the provisions of section 509(a) of the Americans With Disabilities Act of 1990 shall be deemed to be a rule of the Senate as it pertains to Members, officers, and employees of the Senate.
REPRESENTATION BY MEMBERS (53)
1. In responding to petitions for assistance, a Member of the Senate, acting directly or through employees, has the right to assist petitioners before executive and independent government officials and agencies.
2. At the request of a petitioner, a Member of the Senate, or a Senate employee, may communicate with an executive or independent government official or agency on any matter to—
(a) request information or a status report;
(b) urge prompt consideration;
(c) arrange for interviews or appointments;
(d) express judgments;
(e) call for reconsideration of an administrative response which the Member believes is not reasonably supported by statutes, regulations or considerations of equity or public policy; or
(f) perform any other service of a similar nature consistent with the provisions of this rule.
3. The decision to provide assistance to petitioners may not be made on the basis of contributions or services, or promises of contributions or services, to the Member’s political campaigns or to other organizations in which the Member has a political, personal, or financial interest.
4. A Member shall make a reasonable effort to assure that representations made in the Member’s name by any Senate employee are accurate and conform to the Member’s instructions and to this rule.
5. Nothing in this rule shall be construed to limit the authority of Members, and Senate employees, to perform legislative, including committee, responsibilities.
6. (54) No Member, with the intent to influence solely on the basis of partisan political affiliation an employment decision or employment practice of any private entity, shall—
(a) take or withhold, or offer or threaten to take or withhold, an official act; or
(b) influence, or offer or threaten to influence the official act of another.
ETHICS IN GOVERNMENT ACT
TITLE I — FINANCIAL DISCLOSURE REQUIREMENTS OF FEDERAL PERSONNEL
5 U.S.C. app. Sec. 101. Persons required to file
(a) Within thirty days of assuming the position of an officer or employee described in subsection (f), an individual shall file a report containing the information described in section 102(b) [5 U.S.C. app. Sec. 102(b)] unless the individual has left another position described in subsection (f) within thirty days prior to assuming such new position or has already filed a report under this title [5 U.S.C. app. Sec. 101 et seq.] with respect to nomination for the new position or as a candidate for the position.
(b)(1) Within five days of the transmittal by the President to the Senate of the nomination of an individual (other than an individual nominated for appointment to a position as a Foreign Service Officer or a grade or rank in the uniformed services for which the pay grade prescribed by section 201 of title 37, United States Code, is 0-6 or below) to a position, appointment to which requires the advice and consent of the Senate, such individual shall file a report containing the information described in section 102(b) [5 U.S.C. app. Sec. 102(b)]. Such individual shall, not later than the date of the first hearing to consider the nomination of such individual, make current the report filed pursuant to this paragraph by filing the information required by section 102(a)(1)(A) [5 U.S.C. app. Sec. 102(a)(1)(A)] with respect to income and honoraria received as of the date which occurs five days before the date of such hearing. N othing in this Act shall prevent any Congressional committee from requesting, as a condition of confirmation, any additional financial information from any Presidential nominee whose nomination has been referred to that committee.
(2) An individual whom the President or the President-elect has publicly announced he intends to nominate to a position may file the report required by paragraph (1) at any time after that public announcement, but not later than is required under the first sentence of such paragraph.
(c) Within thirty days of becoming a candidate as defined in section 301 of the Federal Campaign Act of 1971 [2 U.S.C. Sec. 431], in a calendar year for nomination or election to the office of President, Vice President, or Member of Congress, or on or before May 15 of that calendar year, whichever is later, but in no event later than 30 days before the election, and on or before May 15 of each successive year an individual continues to be a candidate, an individual other than an incumbent President, Vice President, or Member of Congress shall file a report containing the information described in section 102(b) [5 U.S.C. app. Sec. 102(b)]. Notwithstanding the preceding sentence, in any calendar year in which an individual continues to be a candidate for any office but all elections for such office relating to such candidacy were held in prior calendar years, such individual need not file a report unless he becomes a candidate for another vacancy in that office or another office during that year.
(d) Any individual who is an officer or employee described in subsection (f) during any calendar year and performs the duties of his position or office for a period in excess of sixty days in that calendar year shall file on or before May 15 of the succeeding year a report containing the information described in section 102(a) [5 U.S.C. app. Sec. 102(a)].
(e) Any individual who occupies a position described in subsection (f) shall, on or before the thirtieth day after termination of employment in such position, file a report containing the information described in section 102(a) [5 U.S.C. app. Sec. 102(a)] covering the preceding calendar year if the report required by subsection (d) has not been filed and covering the portion of the calendar year in which such termination occurs up to the date the individual left such office or position, unless such individual has accepted employment in another position described in subsection (f).
(f) The officers and employees referred to in subsections (a), (d), and (e) are—
(1) the President;
(2) the Vice President;
(3) each officer or employee in the executive branch, including a special Government employee as defined in section 202 of title 18, United States Code, who occupies a position classified above GS-15 of the General Schedule or, in the case of positions not under the General Schedule, for which the rate of basic pay is equal to or greater than 120 percent of the minimum rate of basic pay payable for GS-15 of the General Schedule; each member of a uniformed service whose pay grade is at or in excess of 0-7 under section 201 of title 37 United States Code; and each office or employee in any other position determined by the Director of the Office of Government Ethics to be of equal classification;
(4) each employee appointed pursuant to section 3105 of title 5, United States Code;
(5) any employee not described in paragraph (3) who is in a position in the executive branch which is excepted from the competitive service by reason of being of a confidential or policymaking character, except that the Director of the Office of Government Ethics may, by regulation, exclude from the application of this paragraph any individual, or group of individuals, who are in such positions, but only in cases in which the Director determines such exclusion would not affect adversely the integrity of the Government or the public's confidence in the integrity of the Government;
(6) the Postmaster General, the Deputy Postmaster General, each Governor of the Board of Governors of the United States Postal Service and each officer or employee of the United States Postal Service or Postal Rate Commission who occupies a position for which the rate of basic pay is equal to or greater than 120 percent of the minimum rate of basic pay payable for GS-15 of the General Schedule;
(7) the Director of the Office of Government Ethics and each designated agency ethics official;
(8) any civilian employee not described in paragraph (3), employed in the Executive Office of the President (other than a special government employee) who holds a commission of appointment from the President;
(9) a Member of Congress as defined under section 109(12) [5 U.S.C. app. Sec. 109(12)];
(10) an officer or employee of the Congress as defined under section 109(13) [5 U.S.C. app. Sec. 109(13)];
(11) a judicial officer as defined under section 109(10) [5 U.S.C. app. Sec. 109(10)]; and
(12) a judicial employee as defined under section 109(8) [5 U.S.C. app. Sec. 109(8)].
(g)(1) Reasonable extensions of time for filing any report may be granted under procedures prescribed by the supervising ethics office for each branch, but the total of such extensions shall not exceed ninety days.
(2)(A) In the case of an individual who is serving in the Armed Forces, or serving in support of the Armed Forces, in an area while that area is designated by the President by Executive order as a combat zone for purposes of section 112 of the Internal Revenue Code of 1986 [26 U.S.C. Sec. 112], the date for the filing of any report shall be extended so that the date is 180 days after the later of—
(i) the last day of the individual's service in such area during such designated period; or
(ii) the last day of the individual's hospitalization as a result of injury received or disease contracted while serving in such area.
(B) The Office of Government Ethics, in consultation with the Secretary of Defense, may prescribe procedures under this paragraph.
(h) The provisions of subsections (a), (b), and (e) shall not apply to an individual who, as determined by the designated agency ethics official or Secretary concerned (or in the case of a Presidential appointee under subsection (b), the Director of the Office of Government Ethics), the congressional ethics committees, or the Judicial Conference, is not reasonably expected to perform the duties of his office or position for more than sixty days in a calendar year, except that if such individual performs the duties of his office or position for m ore than sixty days in a calendar year—
(1) the report required by subsections (a) and (b) shall be filed within fifteen days of the sixtieth day, and
(2) the report required by subsection (e) shall be filed as provided in such subsection.
(i) The supervising ethics office for each branch may grant a publicly available request for a waiver of any reporting requirement under this section for an individual who is expected to perform or has performed the duties of his office or position less than one hundred and thirty days in a calendar year, but only if the supervising ethics office determines that—
(1) such individual is not a full-time employee of the Government,
(2) such individual is able to provide services specially needed by the Government,
(3) it is unlikely that the individual's outside employment or financial interests will create a conflict of interest, and
(4) public financial disclosure by such individual is not necessary in the circumstances.
5 U.S.C. app. Sec. 102. Contents of reports
(a) Each report filed pursuant to section 101(d) and (e) [5 U.S.C. app. Sec. 101(d), (e)] shall include a full and complete statement with respect to the following:
(1)(A) The source, type, and amount or value of income (other than income referred to in subparagraph (B)) from any source (other than from current employment by the United States Government), and the source, date, and amount of honoraria from any source, received during the preceding calendar year, aggregating $200 or m ore in value and, effective January 1, 1991, the source, date, and amount of payments made to charitable organizations in lieu of honoraria, and the reporting individual shall simultaneously file with the applicable supervising ethics office, on a confidential basis, a corresponding list of recipients of such payments, together with the dates and amounts of such payments.
(B) The source and type of income which consists of dividends, rents, interest, and capital gains, received during the preceding calendar year which exceeds $200 in amount or value, and an indication of which of the following categories the amount or value of such item of income is within:
(i) not more than $1,000,
(ii) greater than $1,000 but not more than $2,500,
(iii) greater than $2,500 but not more than $5,000,
(iv) greater than $5,000 but not m ore than $15,000,
(v) greater than $15,000 but not more than $50,000,
(vi) greater than $50,000 but not more than $100,000,
(vii) greater than $100,000 but not more than $1,000,000, or
(viii) greater than $1,000,000.
(2)(A) The identity of the source, a brief description, and the value of all gifts aggregating more than the minimal value as established by section 7342(a)(5) of title 5, United States Code, or $250, whichever is greater, received from any source other than a relative of the reporting individual during the preceding calendar year, except that any food, lodging, or entertainment received as personal hospitality of an individual need not be reported, and any gift with a fair market value of $100 or less, as adjusted at the same time and by the same percentage as the minimal value is adjusted, need not be aggregated for purposes of this subparagraph.
(B) The identity of the source and a brief description (including a travel itinerary, dates, and nature of expenses provided) of reimbursements received from any source aggregating more than the minimal value as established by section 7342(a)(5) of title 5, United States Code, or $250, whichever is greater and received during the preceding calendar year.
(C) In an unusual case, a gift need not be aggregated under subparagraph (A) if a publicly available request for a w aiver is granted.
(3) The identity and category of value of any interest in property held during the preceding calendar year in a trade or business, or for investment or the production of income, which has a fair market value which exceeds $1,000 as of the close of the preceding calendar year, excluding any personal liability owed to the reporting individual by a spouse, or by a parent, brother, sister, or child of the reporting individual or of the reporting individual's spouse, or any deposits aggregating $5,000 or less in a personal savings account. For purposes of this paragraph, a personal savings account shall include any certificate of deposit or any other form of deposit in a bank, savings and loan association, credit union, or similar financial institution.
(4) The identity and category of value of the total liabilities owed to any creditor other than a spouse, or a parent, brother, sister or child of the reporting individual or of the reporting individual's spouse which exceed $10,000 at any time during the preceding calendar year, excluding—
(A) any mortgage secured by real property which is a personal residence of the reporting individual or his spouse; and
(B) any loan secured by a personal motor vehicle, household furniture, or appliances, which loan does not exceed the purchase price of the item which secures it.
With respect to revolving charge accounts, only those with an outstanding liability which exceeds $10,000 as of the close of the preceding calendar year need be reported under this paragraph.
(5) Except as provided in this paragraph, a brief description, the date, and category of value of any purchase, sale or exchange during the preceding calendar year which exceeds $1,000—
(A) in real property, other than property used solely as a personal residence of the reporting individual or his spouse; or
(B) in stocks, bonds, commodities futures, and other forms of securities. Reporting is not required under this paragraph of any transaction solely by and between the reporting individual, his spouse, or dependent children.
(6)(A) The identity of all positions held on or before the date of filing during the current calendar year (and, for the first report filed by an individual, during the 2-year period preceding such calendar year) as an officer, director, trustee, partner, proprietor, representative, employee, or consultant of any corporation, company firm, partnership, or other business enterprise, any nonprofit organization, any labor organization, or any educational or other institution other than the United States. This subparagraph shall not require the reporting of positions held in any religious, social, fraternal, or political entity and positions solely for an honorary nature.
(B) If any person, other than the United States Government, paid a nonelected reporting individual compensation in excess of $5,000 in any of the two calendar years prior to the calendar year during which the individual files his first report under this title [5 U.S.C. app. Sec. 101 et seq.], the individual shall include in the report—
(i) the identity of each source of such compensation; and
(ii) a brief description of the nature of the duties performed or services rendered by the reporting individual for each such source.
The preceding sentence shall not require any individual to include in such report any information which is considered confidential as a result of a privileged relationship, established by law, between such individual and any person nor shall it require an individual to report any information w ith respect to any person for whom services were provided by any firm or association of which such individual was a member, partner, or employee unless such individual was directly involved in the provision of such services.
(7) A description of the date, parties to, and terms of any agreement of arrangement with respect to (A) future employment; (B) a leave of absence during the period of the reporting individual's Government service; (C) continuation of payments by a former employer other than the United States Government; and (D) continuing participation in an employee welfare or benefit plan maintained by a former employer.
(b)(1) Each report filed pursuant to subsections (a), (b), and (c) of section 101 [5 U.S.C. app. Sec. 101(a)-(c)] shall include a full and complete statement with respect to the information required by—
(A) paragraph (1) of subsection (a) for the year of filing and the preceding calendar year,
(B) paragraphs (3) and (4) of subsection (a) as of the date specified in the report but which is less than thirty-one days before the filing date, and
(C) paragraphs (6) and (7) of subsection (a) of the filing date but for periods described in such paragraphs.
(2)(A) In lieu of filling out one or more schedules of a financial disclosure form, an individual may supply the required information in an alternative format, pursuant to either rules adopted by the supervising ethics office for the branch in which such individual serves or pursuant to a specific written determination by such office for a reporting individual.
(B) In lieu of indicating the category of amount or value of any item contained in any report filed under this title [5 U.S.C. app. Sec. 101 et seq.], a reporting individual may indicate the exact dollar amount of such item .
(c) In the case of any individual described in section 101(e) [5 U.S.C. app. Sec. 101(e)], any reference to the preceding calendar year shall be considered also to include that part of the calendar year of filing up to the date of the termination of employment.
(d)(1) The categories for reporting the amount of value of the items covered in paragraphs (3), (4) and (5) of subsection (a) are as follows:
(A) not more than $15,000;
(B) greater than $15,000 but not more than $50,000;
(C) greater than $50,000 but not more than $100,000;
(D) greater than $100,000 but not more than $250,000;
(E) greater than $250,000 but not more than $500,000;
(F) greater than $500,000 but not more than $1,000,000; and
(G) greater than $1,000,000.
(2) For the purposes of paragraph (3) of subsection (a) if the current value of an interest in real property (or an interest in a real estate partnership) is not ascertainable without an appraisal, an individual may list (A) the date of purchase and the purchase price of the interest in the real property, or (B) the assessed value of the real property for tax purposes, adjusted to reflect the market value of the property used for the assessment if the assessed value is computed at less than 100 percent of such market value, but such individual shall include in his report a full and complete description of the method used to determine such assessed value, instead of specifying a category of value pursuant to paragraph (1) of this subsection. If the current value of any other item required to be reported under paragraph (3) of subsection (a) is not ascertainable without an appraisal, such individual may list the book value of a corporation whose stock is not publicly traded, the net worth of a business partnership, the equity value of an individually owned business, or with respect to other holdings, any recognized indication of value, but such individual shall include in his report a full and complete description of the method used in determining such value. In lieu of any value referred to in the preceding sentence, an individual may list the assessed value of the item for tax purposes, adjusted to reflect the market value of the item used for the assessment if the assessed value is computed at less than 100 percent of such 38 market value, but a full and complete description of the method used in determining such assessed value shall be included in the report.
(e)(1) Except as provided in the last sentence of this paragraph, each report required by section 101 [5 U.S.C. app. Sec. 101] shall also contain information listed in paragraphs (1) through (5) of subsection (a) of this section respecting the spouse or dependent child of the reporting individual as follows:
(A) The source of items of earned income earned by a spouse from any person which exceed $1,000 and the source and amount of any honoraria received by a spouse, except that, with respect to earned income (other than honoraria), if the spouse is self-employed in business or a profession, only the nature of such business or profession need be reported.
(B) All information required to be reported in subsection (a)(1)(B) with respect to income derived by a spouse or dependent child from any asset held by the spouse or dependent child and reported pursuant to subsection (a)(3).
(C) In the case of any gifts received by a spouse or dependent child which are not received totally independent of the relationship of the spouse or dependent child to the reporting individual, the identity of the source and a brief description of gifts of transportation, lodging, food, or entertainment and a brief description and the value of other gifts.
(D) In the case of any reimbursements received by a spouse or dependent child which are not received totally independent of the relationship of the spouse or dependent child to the reporting individual, the identity of the source and a brief description of each such reimbursement.
(E) In the case of items described in paragraphs (3) through (5) of subsection (a), all information required to be reported under these paragraphs other than items (i) which the reporting individual certifies represent the spouse's or dependent child's sole financial interest or responsibility and which the reporting individual has no knowledge of, (ii) which are not in any way, past or present, derived from the income, assets, or activities of the reporting individual, and (iii) from which the reporting individual neither derives, nor expects to derive, any financial or economic benefit.
Reports required by subsections (a), (b), and (c) of section 101 [5 U.S.C. app. Sec. 101(a)-(c)] shall, with respect to the spouse and dependent child of the reporting individual, only contain information listed in paragraphs (1), (3), and (4) of subsection (a), as specified in this paragraph.
(2) No report shall be required with respect to a spouse living separate and apart from the reporting individual with the intention of terminating the marriage or providing for permanent separation; or with respect to any income or obligations of an individual arising from the dissolution of his marriage or the permanent separation from his spouse.
(f)(1) Except as provided in paragraph (2), each reporting individual shall report the information required to be reported pursuant to subsections (a), (b), and (c) of this section with respect to the holdings of and the income from a trust or other financial arrangement from which income is received by, or with respect to which a beneficial interest in principal or income is held by, such individual, his spouse, or any dependent child.
(2) A reporting individual need not report the holdings of or the source of income from any of the holdings of—
(A) any qualified blind trust (as defined in paragraph (3));
(B) a trust—
(i) which was not created directly by such individual, his spouse, or any dependent child, and
(ii) the holdings or sources of income of which such individual, his spouse, and any dependent child have no knowledge of; or
(C) an entity described under the provisions of paragraph (8), but such individual shall report the category of the amount of income received by him, his spouse, or any dependent child from the trust or other entity under subsection (a)(1)(B) of this section.
(3) For purposes of this subsection, the term “qualified blind trust” includes any trust in which a reporting individual, his spouse, or any minor or dependent child has a beneficial interest in the principal or income, and which meets the following requirements:
(A) (i) The trustee of the trust and any other entity designated in the trust instrument to perform fiduciary duties is a financial institution, an attorney, a certified public accountant, a broker, or an investment advisor who—
(I) is independent of and not associated with any interested party so that the trustee or other person cannot be controlled or influenced in the administration of the trust by any interested party; and
(II) is not and has not been an employee of or affiliated with any interested party and is not a partner, of, or involved in any joint venture or other investment with, any interested party; and
(III) is not a relative of any interested party.
(ii) Any officer or employee of a trustee or other entity who is involved in the management or control of the trust—
(I) is independent of and not associated with any interested party so that such officer or employee cannot be controlled or influenced in the administration of the trust by any interested party;
(II) is not a partner of, or involved in any joint venture or other investment with, any interested party; and
(III) is not a relative of any interested party.
(B) Any asset transferred to the trust by an interested party is free of any restriction with respect to its transfer or sale unless such restriction is expressly approved by the supervising ethics office of the reporting individual.
(C) The trust instrument which establishes the trust provides that—
(i) except to the extent provided in subparagraph (B) of this paragraph, the trustee in the exercise of his authority and discretion to manage and control the assets of the trust shall not consult or notify any interested party;
(ii) the trust shall not contain any asset the holding of which by an interested party is prohibited by any law or regulation;
(iii) the trustee shall promptly notify the reporting individual and his supervising ethics office when the holdings of any particular asset transferred to the trust by any interested party are disposed of or when the value of such holding is less than $1,000;
(iv) the trust tax return shall be prepared by the trustee or his designee, and such return and any information relating thereto (other than the trust income summarized in appropriate categories necessary to complete an interested party's tax return), shall not be disclosed to any interested party;
(v) an interested party shall not receive any report on the holdings and sources of income of the trust, except a report at the end of each calendar quarter with respect to the total cash value of the interest of the interested party in the trust or the net income or loss of the trust or any reports necessary to enable the interested party to complete an individual tax return required by law or to provide the information required by subsection (a)(1) of this section, but such report shall not identify any asset or holding;
(vi) except for communications which solely consist of requests for distributions of cash or other unspecified assets of the trust, there shall be no direct or indirect communication between the trustee and an interested party with respect to the trust unless such communications is in writing and unless it relates only (I) to the general financial interest and needs of the interested party (including, but not limited to, an interest in maximizing income or long-term capital gain), (II) to the notification of the trustee of a law or regulation subsequently applicable to the reporting individual which prohibits the interested party from holding an asset, which notification directs that the asset not be held by the trust, or (III) to directions to the trustee to sell all of an asset initially placed in the trust by an interested party which in the determination of the reporting individual creates a conflict of interest or the appearance thereof due to the subsequent assumptions of duties by the reporting individual (but nothing herein shall require any such direction); and
(vii) the interested parties shall make no effort to obtain information with respect to the holdings of the trust, including obtaining a copy of any trust tax return filed or any information relating thereto except as otherwise provided in this subsection.
(D) The proposed trust instrument and the proposed trustee is approved by the reporting individual's supervising ethics office.
(E) For purposes of this subsection, “interested party” means a reporting individual, his spouse, and any minor or dependent child; “broker” has the meaning set forth in section 3(a)(4) of the Securities and Exchange Act of 1934 (15 U.S.C. Sec. 78c(a)(4)); and “investment adviser” includes any investment adviser who, as determined under regulations prescribed by the supervising ethics office, is generally involved in his role as such an adviser in the management of control of trusts.
(F) Any trust qualified by a supervising ethics office before the effective date of title II of the Ethics Reform Act of 1989 shall continue to be governed by the law and regulations in effect immediately before such effective date.
(4)(A) An asset placed in a trust by an interested party shall be considered a financial interest of the reporting individual for the purposes of any applicable conflict of interest statutes, regulations, or rules of the Federal Government (including section 208 of title 18, United States Code), until such time as the reporting individual is notified by the trustee that such asset has been disposed of, or has a value of less than $1,000.
(B)(i) The provisions of subparagraph (A) shall not apply with respect to a trust created for the benefit of a reporting individual, or the spouse, dependent child, or minor child of such a person, if the supervising ethics office for such reporting individual finds that—
(I) the assets placed in the trust consist of a well-diversified portfolio of readily marketable securities;
(II) none of the assets consist of securities of entities having substantial activities in the area of the reporting individual's primary area of responsibility;
(III) the trust instrument prohibits the trustee, notwithstanding the provisions of paragraphs (3)(C) (iii) and (iv) of this subsection, from making public or informing any interested party of the sale of any securities;
(IV) the trustee is given power of attorney, notwithstanding the provisions of paragraph (3)(C)(v) of this subsection, to prepare on behalf of any interested party the personal income tax returns and similar returns which may contain information relating to the trust; and
(V) except as otherwise provided in this paragraph, the trust instrument provides (or in the case of a trust established prior to the effective date of this Act which by its terms does not permit amendment, the trustee, the reporting individual, and any other interested party agree in writing) that the trust shall be administered in accordance with the requirements of this subsection and the trustee of such trust meets the requirements of paragraph (3)(A).
(ii) In any instance covered by subparagraph (B) in which the reporting individual is an individual whose nomination is being considered by a congressional committee, the reporting individual shall inform the congressional committee considering his nomination before or during the period of such individual's confirmation hearing of his intention to comply with this paragraph.
(5)(A) The reporting individual shall, within thirty days after a qualified blind trust is approved by his supervising ethics office, file with such office a copy of—
(i) the executed trust instrument of such trust (other than those provisions which relate to the testamentary disposition of the trust assets), and
(ii) a list of the assets which were transferred to such trust, including the category of value of each asset as determined under subsection (d) of this section.
This subparagraph shall not apply with respect to a trust meeting the requirements for being considered a qualified blind trust under paragraph (7) of this subsection.
(B) The reporting individual shall, within thirty days of transferring an asset (other than cash) to a previously established qualified blind trust, notify his supervising ethics office of the identity of each such asset and the category of value of each asset as determined under subsection (d) of this section.
(C) Within thirty days of the dissolution of a qualified blind trust, a reporting individual shall—
(i) notify his supervising ethics office of such dissolution, and
(ii) file with such office a copy of a list of the assets of the trust at the time of such dissolution and the category of value under subsection (d) of this section of each such asset.
(D) Documents filed under subparagraphs (A), (B), and (C) of this paragraph and the lists provided by the trustee of assets placed in the trust by an interested party w hich have been sold shall be made available to the public in the same manner as a report is made available under section 105 [5 U.S.C. app. Sec. 105] and the provisions of that section shall apply with respect to such documents and lists.
(E) A copy of each written communication with respect to the trust under paragraph (3)(C)(vi) shall be filed by the person initiating the communication with the reporting individual's supervising ethics office within five days of the date of the communication.
(6)(A) A trustee of a qualified blind trust shall not knowingly and willfully, or negligently,
(i) disclose any information to an interested party w ith respect to such trust that may not be disclosed under paragraph (3) of this subsection;
(ii) acquire any holding the ownership of which is prohibited by the trust instrument;
(iii) solicit advice from any interested party with respect to such trust, which solicitation is prohibited by paragraph (3) of this subsection or the trust agreem ent; or
(iv) fail to file any document required by this subsection.
(B) A reporting individual shall not knowingly and willfully, or negligently,(i) solicit or receive any information with respect to a qualified blind trust of which he is an interested party that may not be disclosed under paragraph (3)(C) of this subsection or (ii) fail to file any document required by this subsection.
(C)(i) The Attorney General may bring a civil action in any appropriate United States district court against any individual who knowingly and willfully violates the provisions of subparagraph (A) or (B) of this paragraph. The court in which such action is brought may assess against such individual a civil penalty in any amount not to exceed $10,000.
(ii) The Attorney General may bring a civil action in any appropriate United States district court against any individual who negligently violates the provisions of subparagraph (A) or (B) of this paragraph. The court in which such action is brought may assess against such individual a civil penalty in any amount not to exceed $5,000.
(7) Any trust may be considered to be a qualified blind trust if—
(A) the trust instrument is amended to comply with the requirements of paragraph (3) or, in the case of a trust instrument which does not by its terms permit amendment, the trustee, the reporting individual, and any other interested party agree in writing that the trust shall be administered in accordance with the requirements of this subsection and the trustee of such trust meets the requirements of paragraph (3)(A); except that in the case of any interested party who is a dependent child, a parent or guardian of such child may execute the agreement referred to in this subparagraph;
(B) a copy of the trust instrument (except testamentary provisions) and a copy of the agreement referred to in subparagraph (A), and a list of the assets held by the trust at the time of approval by the supervising ethics office, including the category of value of each asset as determined under subsection (d) of this section, are filed with such office and made available to the public as provided under paragraph (5)(D) of this subsection; and
(C) the supervising ethics office determines that approval of the trust arrangement as a qualified blind trust is in the particular case appropriate to assure compliance with applicable laws and regulations.
(8) A reporting individual shall not be required to report the financial interests held by a widely held investment fund (whether such fund is a mutual fund, regulated investment company, pension or deferred compensation plan, or other investment fund), if—
(A)(i) the fund is publicly traded; or
(ii) the assets of the fund are widely diversified; and
(B) the reporting individual neither exercises control over nor has the ability to exercise control over the financial interests held by the fund.
(g) Political campaign funds, including campaign receipts and expenditures, need not be included in any report filed pursuant to this title [5 U.S.C. app. Sec. 101 et seq.].
(h) A report filed pursuant to subsection (a), (d), or (e) of section 101 [5 U.S.C. app. Sec. 101(a), (d), or (e)] need not contain the information described in subparagraphs (A), (B), and (C ) of subsection (a)(2) with respect to gifts and reimbursements received in a period when the reporting individual was not an officer or employee of the Federal Government.
(i) A reporting individual shall not be required under this title [5 U.S.C. app. Sec. 101 et seq.] to report—
(1) financial interests in or income derived from—
(A) any retirement system under title 5, United States Code (including the Thrift Savings Plan under subchapter III of chapter 84 of such title [5 U.S.C. Sec. 8431 et seq.]); or
(B) any other retirement system maintained by the United States for officers or employees of the United States, including the President, or for members of the uniformed services; or
(2) benefits received under the Social Security Act [42 U.S.C. Sec. 301 et seq.].
5 U.S.C. app. Sec. 103. Filing of reports
(a) Except as otherwise provided in this section, the reports required under this title [5 U.S.C. app. Sec. 101 et seq.] shall be filed by the reporting individual with the designated agency ethics official at the agency by which he is employed (or in the case of an individual described in section 101(e) [5 U.S.C. app. Sec. 101(e)], was employed) or in which he will serve. The date any report is received (and the date of receipt of any supplemental report) shall be noted on such report by such official.
(b) The President, the Vice President, and independent counsel and persons appointed by independent counsel under chapter 40 of title 28, United States Code [28 U.S.C. Sec. 591 et seq.], shall file reports required under this title with the Director of the Office of Government Ethics.
(c) Copies of the reports required to be filed under this title [5 U.S.C. app. Sec. 101 et seq.] by the Postmaster General, the Deputy Postmaster General, the Governors of the Board of Governors of the United States Postal Service, designated agency ethics officials, employees described in section 105(a)(2)(A) or (B), 106(a)(1)(A) or (B) or 107(a)(1)(A) or (b)(1)(A)(i), of title 3, United States Code, candidates for the office of President or Vice President and officers and employees in (and nominees to) offices or positions which require confirmation by the Senate or by both Houses of Congress other than individuals nominated to be judicial officers and those referred to in subsection (f) shall be transmitted to the Director of the Office of Government Ethics. The Director shall forward a copy of the report of each nominee to the congressional committee considering the nomination.
(d) Reports required to be filed under this title [5 U.S.C. app Sec. 101 et seq.] by the Director of the Office of Government Ethics shall be filed in the Office of Government Ethics and, immediately after being filed, shall be made available to the public in accordance with this title [5 U.S.C. app. Sec. 101 et seq.].
(e) Each individual identified in section 101(c) [5 U.S.C. app. Sec. 101(c)] who is a candidate for nomination or election to the Office of President or Vice President shall file the reports required by this title [5 U.S.C. app. Sec. 101 et seq.] with the Federal Election Commission.
(f) Reports required of members of the uniformed services shall be filed with the Secretary concerned.
(g) Each supervising ethics office shall develop and make available forms for reporting the information required by this title [5 U.S.C. app. Sec. 101 et seq.].
(h)(1) The reports required under this title [5 U.S.C. app. Sec. 101 et seq.] shall be filed by a reporting individual with—
(A)(i)(I) the Clerk of the House of Representatives, in the case of a Representative in Congress, a Delegate to Congress, the Resident Commissioner from Puerto Rico, an officer or employee of the Congress whose compensation is disbursed by the Clerk of the House of Representatives, an officer or employee of the Architect of the Capitol, the United States Botanic G arden, the Congressional Budget Office, the Government Printing Office, the Library of Congress, or the Copyright Royalty Tribunal (including any individual terminating service, under section 101(e) section 101(e) [5 U.S.C. app. Sec. 101(e)], in any office or position referred to in this subclause), or an individual described in section 101(c) [5 U.S.C. app. Sec. 101(c)] who is a candidate for nomination or election as a Senator; and
(ii) in the case of an officer or employee of the Congress as described under section 101(f)(10) [5 U.S.C. app. Sec. 101(f)(10)] who is employed by an agency or commission established in the legislative branch after the date of the enactment of the Ethics Reform Act of 1989 [enacted Nov. 30, 1989]—
(I) the Secretary of the Senate or the Clerk of the House of Representatives, as the case may be, as designated in the statute establishing such agency or commission; or
(II) if such statute does not designate such committee, the Secretary of the Senate for agencies and commissions established in even numbered calendar years, and the Clerk of the House of Representatives for agencies and commissions established in odd numbered calendar years; and
(B) the Judicial Conference with regard to a judicial officer or employee described under paragraphs (11) and (12) of section 101(f) [5 U.S.C. app. Sec. 101(f)(11), (12)] (including individuals terminating service in such office or position under section 101(e) [5 U.S.C. app. Sec. 101(e)] or immediately preceding service in such office or position).
(2) The date any report is received (and the date of receipt of any supplemental report) shall be noted on such report by such committee.
(i) A copy of each report filed under this title [5 U.S.C. app. Sec. 101 et seq.] by a Member or an individual who is a candidate for the office of Member shall be sent by the Clerk of the House of Representatives or Secretary of the Senate, as the case may be, to the appropriate State officer designated under section 316(a) of the Federal Election Campaign Act of 1971 [2 U.S.C. Sec. 439(a)] of the State represented by the Member or in which the individual is a candidate, as the case may be, within the 30-day period beginning on the day the report is filed with the Clerk or Secretary.
(j)(1) A copy of each report filed under this title [5 U.S.C. app. Sec. 101 et seq.] with the Clerk of the House of Representatives shall be sent by the Clerk to the Committee on Standards of Official Conduct of the House of Representatives within the 7-day period beginning on the day the report is filed.
(2) A copy of each report filed under this title [5 U.S.C. app. Sec. 101 et seq.] with the Secretary of the Senate shall be sent by the Secretary to the Select Committee on Ethics of the Senate within the 7-day period beginning on the day the report is filed.
(k) In carrying out their responsibilities under this title [5 U.S.C. app. Sec. 101 et seq.] with respect to candidates for office, the Clerk of the House of Representatives and the Secretary of the Senate shall avail themselves of the assistance of the Federal Election Commission. The Commission shall make available to the Clerk and the Secretary on a regular basis a complete list of names and addresses of all candidates registered with the Commission, and shall cooperate and coordinate its candidate information and notification program with the Clerk and the Secretary to the greatest extent possible.
5 U.S.C. app. Sec. 104. Failure to file or filing false reports
(a) The Attorney General may bring a civil action in any appropriate United States district court against any individual who knowingly and willfully falsifies or who knowingly and willfully fails to file or report any information that such individual is required to report pursuant to section 102 [5 U.S.C. app. Sec. 102]. The court in which such action is brought may assess against such individual a civil penalty in any amount, not to exceed $10,000.
(b) The head of each agency, each Secretary concerned, the Director of the Office of Government Ethics, each congressional ethics committee, or the Judicial Conference, as the case may be, shall refer to the Attorney General the name of any individual which such official or committee has reasonable cause to believe has willfully failed to file a report or has willfully falsified or willfully failed to file information required to be reported. Whenever the Judicial Conference refers a name to the Attorney General under this subsection, the Judicial Conference also shall notify the judicial council of the circuit in which the named individual serves of the referral.
(c) The President, the Vice President, the Secretary concerned, the head of each agency, the Office of Personnel Management, a congressional ethics committee, and the Judicial Conference, may take any appropriate personnel or other action in accordance with applicable law or regulation against any individual failing to file a report or falsifying or failing to report information required to be reported.
(d)(1) Any individual w ho files a report required to be filed under this title [5 U.S.C. app. Sec. 101 et seq.] more than 30 days after the later of—
(A) the date such report is required to be filed pursuant to the provisions of this title [5 U.S.C. app. Sec. 101 et seq.] and the rules and regulations promulgated thereunder; or
(B) if a filing extension is granted to such individual under section 101(g) [5 U.S.C. app. Sec. 101(g)], the last day of the filing extension period,
shall, at the direction of and pursuant to regulations issued by the supervising ethics office, pay a filing fee of $200. All such fees shall be deposited in the miscellaneous receipts of the Treasury. The authority under this paragraph to direct the payment of a filing fee may be delegated by the supervising ethics office in the executive branch to other agencies in the executive branch.
(2) The supervising ethics office may waive the filing fee under this subsection in extraordinary circumstances.
5 U.S.C. app. Sec. 105. Custody of and public access to reports
(a) Each agency, each supervising ethics office in the executive or judicial branch, the Clerk of the House of Representatives, and the Secretary of the Senate shall make available to the public, in accordance with subsection (b), each report filed under this title [5 U.S.C. app. Sec. 101 et seq.] with such agency or office or with the Clerk or the Secretary of the Senate, except that—
(1) this section does not require public availability of a report filed by any individual in the Central Intelligence Agency, the Defense Intelligence Agency, or the National Security Agency, or any individual engaged in intelligence activities in any agency of the United States, if the President finds or has found that, due to the nature of the office or position occupied by such individual, public disclosure of such report would, be [by] revealing the identity of the individual or other sensitive information, compromise the national interest of the United States; and such individuals may be authorized, notwithstanding section 104(a) [5 U.S.C. app. Sec. 104(a)], to file such additional reports as are necessary to protect their identity from public disclosure if the President first finds or has found that such filing is necessary in the national interest; and
(2) any report filed by an independent counsel whose identity has not been disclosed by the division of the court under chapter 40 of title 28, United States Code, and any report filed by any person appointed by that independent counsel under such chapter, shall not be made available to the public under this title [5 U.S.C. app. Sec. 101 et seq.]
(b)(1) Except as provided in the second sentence of this subsection, each agency, each supervising ethics office in the executive or judicial branch, the Clerk of the House of Representatives, and the Secretary of the Senate shall, within thirty days after any report is received under this title [5 U.S.C. app. Sec. 101 et seq.] by such agency or office or by the Clerk or the Secretary of the Senate, as the case may be, permit inspection of such report by or furnish a copy of such report to any person requesting such inspection or copy. With respect to any report required to be filed by May 15 of any year, such report shall be made available for public inspection within 30 calendar days after May 15 of such year or within 30 days of the date of filing of such a report for which an extension is granted pursuant to section 101(g). The agency, office, Clerk, or Secretary of the Senate, as the case m ay be may require a reasonable fee to be paid in any amount which is found necessary to recover the cost of reproduction or mailing of such report excluding any salary of any employee involved in such reproduction or mailing. A copy of such report may be furnished without charge or at a reduced charge if it is determined that waiver or reduction of the fee is in the public interest.
(2) Notwithstanding paragraph (1), a report may not be made available under this section to any person nor may any copy thereof be provided under this section to any person except upon a written application by such person stating—
(A) that person's name, occupation and address;
(B) the name and address of any other person or organization on whose behalf the inspection or copy is requested; and
(C) that such person is aware of the prohibitions on the obtaining or use of the report. Any such application shall be made available to the public throughout the period during which the report is made available to the public.
(c)(1) It shall be unlawful for any person to obtain or use a report—
(A) for any unlawful purpose;
(B) for any commercial purpose, other than by news and communications media for dissemination to the general public;
(C) for determining or establishing the credit rating of any individual; or
(D) for use, directly or indirectly, in the solicitation of money for any political, charitable, or other purpose.
(2) The Attorney General may bring a civil action against any person who obtains or uses a report for any purpose prohibited in paragraph (1) of this subsection. The court in which such action is brought may assess against such person a penalty in any amount not to exceed $10,000. Such remedy shall be in addition to any other remedy available under statutory or common law.
(d) Any report filed with or transmitted to an agency or supervising ethics office or to the Clerk of the House of Representatives or the Secretary of the Senate pursuant to this title [5 U.S.C. app. Sec. 101 et seq.] shall be retained by such agency or office or by the Clerk or the Secretary of the Senate, as the case may be. Such report shall be made available to the public for a period of six years after receipt of the report. After such 6-year period the report shall be destroyed unless needed in an ongoing investigation, except that in the case of an individual who filed the report pursuant to section 101(b) [5 U.S.C. app. Sec. 101(b)] and was not subsequently confirmed by the Senate, or who filed the report pursuant to section 101(c) [5 U.S.C. app. Sec. 101(c)] and was not subsequently elected, such reports shall be destroyed one year after the individual either is no longer under consideration by the Senate or is no longer a candidate for nomination or election to the Office of President, Vice President, or as a Member of Congress, unless needed in an ongoing investigation.
5 U.S.C. app. Sec. 106. Review of reports
(a)(1) Each designated agency ethics official or Secretary concerned shall make provisions to ensure that each report filed w ith him under this title [5 U.S.C. app. Sec. 101 et seq.] is reviewed within sixty days after the date of such filing, except that the Director of the Office of Government Ethics shall review only those reports required to be transmitted to him under this title [5 U.S.C. app. Sec. 101 et seq.] within sixty days after the date of transmittal.
(2) Each congressional ethics committee and the Judicial Conference shall make provisions to ensure that each report filed under this title [5 U.S.C. app. Sec. 101 et seq.] is reviewed within sixty days after the date of such filing.
(b)(1) If after reviewing any report under subsection (a), the Director of the Office of Government Ethics, the Secretary concerned, the designated agency ethics official, a person designated by the congressional ethics committee, or a person designated by the Judicial Conference, as the case may be, is of the opinion that on the basis of information contained in such report the individual submitting such report is in compliance with applicable laws and regulations, he shall state such opinion on the report, and shall sign such report.
(2) If the Director of the Office of Government Ethics, the Secretary concerned, the designated agency ethics official, a person designated by the congressional ethics committee, or a person designated by the Judicial Conference, after reviewing any report under subsection (a)—
(A) believes additional information is required to be submitted, he shall notify the individual submitting such report what additional information is required and the time by which it must be submitted, or
(B) is of the opinion, on the basis of information submitted, that the individual is not in compliance with applicable laws and regulations, he shall notify the individual, afford a reasonable opportunity for a written or oral response, and after consideration of such response, reach an opinion as to whether or not, on the basis of information submitted, the individual is in compliance with such laws and regulations.
(3) If the Director of the Office of Government Ethics, the Secretary concerned, the designated agency ethics official, a person designated by a congressional ethics committee, or a person designated by the Judicial Conference, reaches an opinion under paragraph (2)(B) that an individual is not in compliance with applicable laws and regulations, the official or committee shall notify the individual of that opinion and, after an opportunity for personal consultation (if practicable), determine and notify the individual of which steps, if any, would in the opinion of such official or committee be appropriate for assuring compliance with such laws and regulations and the date by which such steps should be taken. Such steps may include, as appropriate—
(C) the establishment of a blind trust,
(D) request for an exemption under section 208(b) of title 18, United States Code, or
(E) voluntary request for transfer, reassignment, limitation of duties, or resignation.
The use of any such steps shall be in accordance with such rules or regulations as the supervising ethics office may prescribe.
(4) If steps for assuring compliance with applicable laws and regulations are not taken by the date set under paragraph (3) by an individual in a position in the executive branch (other than in the Foreign Service or the uniformed services), appointment to which requires the advice and consent of the Senate, the matter shall be referred to the President for appropriate action.
(5) If steps for assuring compliance with applicable laws and regulations are not taken by the date set under paragraph (3) by a member of the Foreign Service or the uniformed services, the Secretary concerned shall take appropriate action.
(6) If steps for assuring compliance with applicable laws and regulations are not taken by the date set under paragraph (3) by any other officer or employee, the matter shall be referred to the head of the appropriate agency, the congressional ethics committee, or the Judicial Conference, for appropriate action; except that in the case of the Postmaster General or Deputy Postmaster General, the Director of the Office of Government Ethics shall recommend to the Governors of the Board of Governors of the United States Postal Service the action to be taken.
(7) Each supervising ethics office may render advisory opinions interpreting this title [5 U.S.C. app. Sec. 101 et seq.] within its respective jurisdiction. Notwithstanding any other provision of law, the individual to whom a public advisory opinion is rendered in accordance with this paragraph, and any other individual covered by this title [5 U.S.C. app. Sec. 101 et seq.] who is involved in a fact situation which is indistinguishable in all material aspects, and who acts in good faith in accordance with the provisions and findings of such advisory opinion shall not, as a result of such act, be subject to any penalty or sanction provided by this title [5 U.S.C. app. Sec. 101 et seq.]
5 U.S.C. app. Sec. 107. Confidential reports and other additional requirements
(a)(1) Each supervising ethics office may require officers and employees under its jurisdiction (including special Government employees as defined in section 202 of title 18, United States Code) to file confidential financial disclosure reports, in such form as the supervising ethics office may prescribe. The information required to be reported under this subsection by the officers and employees of any department or agency shall be set forth in rules or regulations prescribed by the supervising ethics office, and may be less 52 extensive than otherwise required by this title [5 U.S.C. app. Sec. 101 et seq.], or more extensive when determined by the supervising ethics office to be necessary and appropriate in light of sections 202 through 209 of title 18, United States Code, regulations promulgated thereunder, or the authorized activities of such officers or employees. Any individual required to file a report pursuant to section 101 [5 U.S.C. app. Sec. 101] shall not be required to file a confidential report pursuant to this subsection, except with respect to information which is more extensive than information otherwise required by this title [5 U.S.C. app. Sec. 101 et seq.] Subsections (a), (b), and (d) of section 105 [5 U.S.C. app. Sec. 105(a), (b), (d)] shall not apply with respect to any such report.
(2) Any information required to be provided by an individual under this subsection shall be confidential and shall not be disclosed to the public.
(3) Nothing in this subsection exempts any individual otherwise covered by the requirement to file a public financial disclosure report under this title [5 U.S.C. app. Sec. 101 et seq.] from such requirement.
(b) The provisions of this title [5 U.S.C. app. Sec. 101 et seq.] requiring the reporting of information shall supersede any general requirement under any other provision of law or regulation with respect to the reporting of information required for purposes of preventing conflicts of interest or apparent conflicts of interest. Such provisions of this title [5 U.S.C. app. Sec. 101 et seq.] shall not supersede the requirements of section 7342 of title 5, United States Code.
(c) Nothing in this Act requiring reporting of information shall be deemed to authorize the receipt of income, gifts, or reimbursements; the holding of assets, liabilities, or positions; or the participation in transactions that are prohibited by law, Executive order, rule, or regulation.
5 U.S.C. app. Sec. 108. Authority of Comptroller General
(a) The Comptroller General shall have access to financial disclosure reports filed under this title [5 U.S.C. app. Sec. 101 et seq.] for the purposes of carrying out his statutory responsibilities.
(b) No later than December 31, 1992, and regularly thereafter, the Comptroller General shall conduct a study to determine whether the provisions of this title are being carried out effectively.
5 U.S.C. app. Sec. 109. Definitions
For the purposes of this title [5 U.S.C. app. Sec. 101 et seq.], the term—
(1) “congressional ethics committees” means the Select Committee on Ethics of the Senate and the Committee on Standards of Official Conduct of the House of Representatives;
(2) “dependent child” means, when used with respect to any reporting individual, any individual who is a son, daughter, stepson, or stepdaughter 53 and who— (A) is unmarried and under age 21 and is living in the household of such reporting individual; or (B) is a dependent of such reporting individual within the meaning of section 152 of the Internal Revenue Code of 1986 [26 U.S.C. Sec. 152];
(3) “designated agency ethics official” means an officer or employee who is designated to administer the provisions of this title within an agency;
(4) “executive branch” includes each Executive agency (as defined in section 105 of title 5, United States Code), other than the General Accounting Office, and any other entity or administrative unit in the executive branch;
(5) “gift” means a payment, advance, forbearance, rendering, or deposit of money, or any thing of value, unless consideration of equal or greater value is received by the donor, but does not include—
(A) bequest and other forms of inheritance;
(B) suitable mementos of a function honoring the reporting individual;
(C) food, lodging, transportation, and entertainment provided by a foreign government within a foreign country or by the United States Government, the District of Columbia, or a State or local government or political subdivision thereof;
(D) food and beverages which are not consumed in connection w ith a gift of overnight lodging;
(E) communications to the offices of a reporting individual, including subscriptions to newspapers and periodicals; or (F) consumable products provided by home-State businesses to the offices of a reporting individual who is an elected official, if those products are intended for consumption by persons other than such reporting individual;
(6) “honoraria” has the meaning given such term in section 505 of this Act [5 U.S.C. app. Sec. 505];
(7) “income” means all income from whatever source derived, including but not limited to the following items: compensation for services, including fees, commissions, and similar items; gross income derived from business (and net income if the individual elects to include it); gains derived from dealings in property; interest; rents; royalties; dividends; annuities; income from life insurance and endowment contracts; pensions; income from discharge of indebtedness; distributive share of partnership income; and income from an interest in an estate or trust;
(8) “judicial employee” means any employee of the judicial branch of the Government, of the United States Sentencing Commission, of the Tax 54 Court, of the Claims Court, of the Court of Veterans Appeals, or of the United States Court of Military Appeals, who is not a judicial officer and who is authorized to perform adjudicatory functions with respect to proceedings in the judicial branch, or who occupies a position for which the rate of basic pay is equal to or greater than 120 percent of the minimum rate of basic pay payable for GS-15 of the General Schedule;
(9) “Judicial Conference” means the Judicial Conference of the United States;
(10) “judicial officer” means the Chief Justice of the United States, the Associate Justices of the Supreme Court, and the judges of the United States courts of appeals, United States district courts, including the district courts in Guam, the Northern Mariana Islands, and the Virgin Islands, Court of Appeals for the Federal Circuit, Court of International Trade, Tax Court, Claims Court, Court of Veterans Appeals, United States Court of Military Appeals, and any court created by Act of Congress, the judges of which are entitled to hold office during good behavior;
(11) “legislative branch” includes—
(A) the Architect of the Capitol;
(B) the Botanical Gardens;
(C) the Congressional Budget Office;
(D) the General Accounting Office;
(E) the Government Printing Office;
(F) the Library of Congress;
(G) the United States Capitol Police;
(H) the Office of Technology Assessment; and (I) any other agency, entity, office or commission established in the legislative branch;
(12) “Member of Congress” means a United States Senator, a Representative in Congress, a Delegate to Congress, or the Resident Commissioner from Puerto Rico;
(13) “officer or employee of the Congress” means—
(A) any individual described under subparagraph (B), other than a Member of Congress or the Vice President, whose compensation is disbursed by the Secretary of the Senate or the Clerk of the House of Representatives;
(B)(i) each officer or employee of the legislative branch who, for at least 60 days, occupies a position for which the rate of basic pay is equal to or greater than 120 percent of the minimum rate of basic pay payable for GS-15 of the General Schedule; and
(ii) at least one principal assistant designated for purposes of this paragraph by each Member who does not have an employee who occupies a position for which the rate of basic pay is equal to or greater than 120 percent of the minimum rate of basic pay payable for GS-15 55 of the General Schedule;
(14) “personal hospitality of any individual” means hospitality extended for a nonbusiness purpose by an individual, not a corporation or organization, at the personal residence of that individual or his family or on property or facilities owned by that individual or his family;
(15) “reimbursement” means any payment or other thing of value received by the reporting individual, other than gifts, to cover travel-related expenses of such individual other than those which are—
(A) provided by the United States Government, the District of Columbia, or a State or local government or political subdivision thereof;
(B) required to be reported by the reporting individual under section 7342 of title 5, United States Code; or
(C) required to be reported under section 304 of the Federal Election Campaign Act of 1971 (2 U.S.C. Sec. 434);
(16) “relative” means an individual who is related to the reporting individual, as father, mother, son, daughter, brother, sister, uncle, aunt, great aunt, great uncle, first cousin, nephew, niece, husband, wife, grandfather, grandmother, grandson, granddaughter, father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, stepfather, stepmother, stepson, stepdaughter, stepbrother, stepsister, half brother, half sister, or who is the grandfather or grandmother of the spouse of the reporting individual, and shall be deemed to include the fiance or fiancee of the reporting individual;
(17) “Secretary concerned” has the meaning set forth in section 101(8) of title 10, United States Code, and, in addition, means—
(A) the Secretary of Commerce, w ith respect to matters concerning the National Oceanic and Atmospheric Administration;
(B) the Secretary of Health and Human Services, with respect to matters concerning the Public Health Service; and
(C) the Secretary of State, with respect to matters concerning the Foreign Service;
(18) “supervising ethics office” means—
(A) the Select Committee on Ethics of the Senate, for Senators, officers and employees of the Senate, and other officers or employees of the legislative branch required to file financial disclosure reports with the Secretary of the Senate pursuant to section 103(h) of this title [5 U.S.C. app. Sec. 103(h)];
(B) the Committee on Standards of Official Conduct of the House of Representatives, for Members, officers and employees of the House of Representatives and other officers or employees of the legislative branch required to file financial disclosure reports with the Clerk of the House of Representatives pursuant to section 103(h) of this title [5 56 U.S.C. app. Sec. 103(h)];
(C) the Judicial Conference for judicial officers and judicial employees; and
(D) the Office of Government Ethics for all executive branch officers and employees; and
(19) “value” means a good faith estimate of the dollar value if the exact value is neither known nor easily obtainable by the reporting individual.
5 U.S.C. app. Sec. 110. Notice of actions taken to comply with ethics agreements
(a) In any case in which an individual agrees with that individual's designated agency ethics official, the Office of Government Ethics, a Senate confirmation committee, a congressional ethics committee, or the Judicial Conference, to take any action to comply with this Act or any other law or regulation governing conflicts of interest of, or establishing standards of conduct applicable with respect to, officers or employees of the Government, that individual shall notify in writing the designated agency ethics official, the Office of Government Ethics, the appropriate committee of the Senate, the congressional ethics committee, or the Judicial Conference, as the case may be, of any action taken by the individual pursuant to that agreement. Such notification shall be made not later than the date specified in the agreement by which action by the individual must be taken, or not later than three months after the date of the agreement, if no date for action is so specified.
(b) If an agreement described in subsection (a) requires that the individual recuse himself or herself from particular categories of agency or other official action, the individual shall reduce to writing those subjects regarding which the recusal agreement will apply and the process by which it will be determined whether the individual must recuse him self or herself in a specific instance. An individual shall be considered to have complied with the requirements of subsection (a) with respect to such recusal agreement if such individual files a copy of the document setting forth the information described in the preceding sentence with such individual's designated agency ethics official or the appropriate supervising ethics office within the time prescribed in the last sentence of subsection (a).
5 U.S.C. app. Sec. 111. Administration of provisions
The provisions of this title [5 U.S.C. app. Sec. 101 et seq.] shall be administered by—
(1) the Director of the Office of Government Ethics, the designated agency ethics official, or the Secretary concerned, as appropriate, with regard to officers and employees described in paragraphs (1) through (8) of section 101(f) [5 U.S.C. app. Sec. 101(f)(1)-(8)];
(2) the Select Committee on Ethics of the Senate and the Committee on Standards of Official Conduct of the House of Representatives, as appropriate, with regard to officers and employees described in paragraphs (9) and (10) of section 101(f) [5 U.S.C. app Sec. 101(f)(9), (10)]; and (3) the Judicial Conference in the case of an officer or employee described in paragraphs (11) and (12) of section 101(f) [5 U.S.C. app. Sec. 101(f)(11), (12)].
The Judicial Conference may delegate any authority it has under this title [5 U.S.C. app. Sec. 101 et seq.] to an ethics committee established by the Judicial Conference.
5 U.S.C. app. Sec. 112
[Sec. 112 was repealed by P.L. 101-280, Sec. 3(10)(A), May 4, 1990, 104 Stat. 157.] [Titles II and III were repealed by P.L. 101-194, Sec. 201, Nov. 30, 1989, 103 Stat. 1724.]
17 (Note: amendments to paragraph (2) pursuant to Pub. L. 110–81, Sep. 14, 2007, take effect 60 days after enactment or the date that the Select Committee on Ethics issu es new gu ide line s pe rtain ing to th is paragraph.)
28 Previous provisions of Rule XXXVI were repealed by S. Res. 512, 97–2, Dec. 14, 1982, effective Jan. 1, 1983. New Rule XXXV I language established by S. Res. 192, 102–1, Oct. 31, 1991, effective Aug. 14, 1991. See Senate Manual Secs. 922–926, S. Doc. 107–1, for provisions of 5 U.S.C. App. 7.
33 (Note: paragraph 9(c) shall apply to individuals who leave the office or employment to which such paragraph applies on or after the date of adjournment of the 1st session of th e 110th Congress sine die or Dec. 31, 2007, whichever date is earlier.)
35 Pursuant to S . Res. 23 6, 101 –2, Jan . 30, 199 0, parag raphs 1 0. and 11. w ere renumbered as 11. and 12. respectively and paragraph 10. was added. Paragraph renumbered pursuant to Pub. L. 110–81, Sep. 14, 2007.
39 Pursuant to S. Res. 192, 102–1, Oct. 31, 1991, paragraph 1 was renumbered 1(a) and subparagraph (b) was added. Effective date revised to May 1, 1992, by a provision of Pub. L. 102–229, Dec. 12, 1991. Provisions of 2 U.S.C. 431 are contained in the Senate Manual at Sec. 515, S. Doc. 107–1.
40 Section 311(d) of the Legislative Branch Appropriations Act, 1991, (2 U.S.C. 59e(d)), was amended by the Legislative Appropriations Act, 2002 (Pub. Law 107–68). 2 U.S.C. 59e—Senate Manual Sec. 302, S. Doc. 107–1.
52 Added by S . Res. 192, 102–1, Oct. 31, 1991, effective July 26, 1990. ADA w as subsequently amended by the Government Employee Rights Act of 1991 (Title 3, Civil Rights Act of 1991, Pub. L. 102–166, codified at 2 U.S.C. 1201 et seq.). See Senate Manual Secs. 672, 673, S. Doc. 107–1.
Ethics Guide for DOI Employees
Revised November 2011
This publication is a “plain English” guide to the ethics laws and regulations that apply to Department of the Interior (DOI) employees. It is not meant to cover every ethics situation or all of the details of the ethics statutes and regulations. Furthermore, this Guide is not intended to replace the advice of DOI or bureau ethics counselors. It is intended to give a basic framework and help in your everyday ethics questions. However, changes in the ethics rules occur regularly and often quickly. If you have an ethics question, you should contact an appropriately designated ethics counselor before taking action, provide him or her with all the relevant facts, and receive advice as to the course of action to take.
The DOI ethics program is administered by the Departmental Ethics Office and managed by the Designated Agency Ethics Official, the principal ethics official for DOI. Working with the assistance of a network of bureau and DOI ethics personnel, the Departmental Ethics Office implements the statutory and regulatory ethics requirements of the Federal Government and the Department of the Interior.
Employees who have ethics questions are encouraged to contact an ethics counselor in their respective bureau or office. Contact information for Departmental Ethics Office personnel and bureau ethics counselors is at the end of this Guide and at www.doi.gov/ethics/personnel.html.
TABLE OF CONTENTS
Basic Obligations of Public Service
Government-wide Ethics Laws
Ethics Prohibitions Unique to DOI Employees
Outside Work and Activities
Use of your Public Office
Use of Government Property, Time, and Information
Gambling Activities are Prohibited
Serving as an Expert Witness
Seeking Non-Federal Employment
Restrictions on Post-Government Employment
Disclosure of Financial Interests
BASIC OBLIGATIONS OF PUBLIC SERVICE
Executive Order 12674: The Foundation for Ethical Behavior
To ensure public confidence in the integrity of the Federal Government, Executive Order 12674 (as amended) forms the framework for the ethical behavior required and expected of all Federal employees. As a condition of public service, you are expected to adhere to these fundamental principles of ethical behavior:
- Public service is public trust, requiring you to place loyalty to the Constitution, the laws, and ethical principles above private gain.
- You shall not hold financial interests that conflict with the conscientious performance of duty.
- You shall not engage in financial transactions using non-public Government information or allow improper use of such information to further any private interest.
- You shall not, except pursuant to such reasonable exceptions as are provided by regulation, solicit or accept any gift or other item of monetary value from any person or entity seeking official action from, doing business with, or conducting activities regulated by your agency, or whose interests may be substantially affected by the performance or nonperformance of your duties.
- You shall make no unauthorized commitments or promise of any kind purported to bind the Government.
- You shall put forth honest effort in the performance of your duties.
- You shall not engage in outside employment or activities, including seeking or negotiating for employment, that conflict with your official Government duties and responsibilities.
- You shall disclose waste, fraud, abuse, and corruption to appropriate authorities.
- You shall satisfy in good faith your obligations as citizens, including all just financial obligations, especially those such as Federal, state, or local taxes that are imposed by law.
- You shall adhere to all laws and regulations that provide equal opportunities for all Americans regardless of race, color, religion, gender, sexual orientation, age, or disability.
- You shall not use your public office for private gain.
- You shall act impartially and not give preferential treatment to any private organization or individual.
- You shall protect and conserve Federal property and shall not use it for other than authorized activity.
- You shall endeavor to avoid any actions creating the appearance that you are violating the law, the Standards of Ethical Conduct for Employees of the Executive Branch (5 C.F.R. Part 2635), DOI supplemental ethics regulations, or Executive Order 12674.
GOVERNMENT-WIDE ETHICS LAWS
These laws apply to all Federal employees and each carry criminal penalties for noncompliance. They also serve as a basis for the ethics regulations known as the Standards of Ethical Conduct for Employees of the Executive Branch, 5 C.F.R. Part 2635.
18 U.S.C. § 201 – Bribery of Public Officials Prohibited
This statute prohibits a Government employee from directly or indirectly receiving or soliciting anything of value in exchange for being influenced in the performance or non-performance of any official act, including giving testimony, or in exchange for committing fraud.
18 U.S.C. § 203 – Restrictions on Compensated Representational Activities
This statute prohibits a Government employee from seeking or accepting compensation for representational services (rendered either personally or by another) before a Federal court or Government agency in a particular matter in which the United States is a party or has a direct and substantial interest. Representational services include any communications on behalf of another party with the intent to influence the Government. There are limited exceptions, such as for representing oneself or one’s immediate family or a person or estate for which the employee acts as a fiduciary, but not where the employee has participated officially or has official responsibility.
18 U.S.C. § 205 – Restrictions on Acting as an Agent or Attorney
This statute prohibits a Government employee from acting as an agent or attorney for anyone before a Federal court or Government agency, whether compensated or not. There are limited exceptions, such as for representing other Federal employees in personnel matters; representing a not-for-profit organization in certain matters, if a majority of its members are current Federal employees or their spouses or dependent children; representing oneself or one’s immediate family or a person or estate for which the employee acts as a fiduciary, but not where the employee has participated officially or has official responsibility; or acting as an agent or attorney, in certain matters, for a tribal organization or inter-tribal consortium to which the employee is assigned under the Intergovernmental Personnel Act or 25 U.S.C. § 48, after advising the Government, in writing, of any personal and substantial involvement the employee has had in connection with the matter.
18 U.S.C. § 207 - Post-Government Employment Restrictions
This statute does not bar an individual, regardless of rank or position, from accepting employment with any private or public employer. It does impose restrictions on certain communications that employees may make as a representative of a third party back to the Federal Government. These restrictions are covered more fully in the “Restrictions on Post-Government Employment” section of this Guide.
18 U.S.C. § 208 - Conflicts of Interest
This statute prohibits a Government employee from participating personally and substantially, on behalf of the Federal Government, in any particular matter in which he or she has a financial interest. In addition, the statute provides that the interests of certain other “persons” are the same as if they were the employee’s. These include the employee’s spouse, minor child, general partner, an organization in which he or she serves as an officer, trustee, partner or employee, and any person or organization with whom the employee is negotiating or has an arrangement concerning future employment. There are limited regulatory exemptions authorized by the Office of Government Ethics, an exception for certain financial interests arising solely out of Native American birthrights, and a very limited waiver authority.
18 U.S.C. § 209 – Supplementation of Federal Salary Prohibited
This statute prohibits a Government employee from receiving any salary, or any contribution to or supplementation of salary; or anything of value from an outside source as compensation for services he or she is expected to perform as a Government employee.
5 C.F.R. § 2635.502 – Impartiality in Performing Official Duties Due to Personal or Business Relationships
You must take appropriate steps to avoid any appearance of loss of impartiality in the performance of your official duties. Beyond the conflict of interest law, discussed above, ethics regulations require all employees to recuse themselves from participating in an official matter if their impartiality would be questioned. The regulations identify three circumstances where employees should carefully considered whether their impartiality is subject to question: where the financial interests of a members of the employee’s household would be impacted, if a party or party representative in an official matter has a “covered relationship” with the employee, and any other time the employee believes his or her impartiality may be subject to questions. The term “covered relationship” includes a wide variety of personal and business relationships that an employee or his family members may have with outside parties. Employees who find that a party or representative of a party is a person with whom the employee or a family member has a personal or business relationship should consult with your ethics counselor before taking official action in a particular matter.
ETHICS PROHIBITIONS UNIQUE TO DOI EMPLOYEES
A summary of DOI-specific and bureau-specific restrictions are listed below. If you are not certain if you are covered by one or more of the restrictions below, check with an ethics counselor from your office or bureau.
43 U.S.C. § 11, 43 C.F.R. § 20.401, and 5 C.F.R. § 3501.105 – Bureau of Land Management Employees
Bureau of Land Management (BLM) employees are prohibited from voluntarily acquiring direct (owned by the BLM employee) or indirect (owned by the spouse or minor child of a BLM employee) financial interests in Federal lands. Prohibited interests include stocks, bonds, and sector mutual funds in oil, gas, geothermal, and mining companies that hold leases or other property rights on Federal lands. Prohibited interests also include companies that hold substantial Rights-of-Way on Federal lands. A BLM employee may not be a member or employee of a business which has interests in Federal lands, nor serve as a private sector real estate agent. Additionally, BLM employees may not occupy or use Federal lands (other than on the same terms as use of Federal lands is available to the general public), or take any benefits from Federal lands, based upon a contract, grant, lease, permit, easement, rental agreement, mineral rights, grazing rights, or other holdings which the BLM issues or regulates.
43 U.S.C. § 31(a), 43 U.S.C. § 20.401, and 5 C.F.R. § 3501.104 – U.S. Geological Survey (USGS) Organic Act
USGS employees are prohibited from holding financial interests in the mineral wealth of the United States and from executing any surveys or examinations for private parties. Prohibited interests include stocks and bonds in oil, gas, and other mining companies that hold significant leases on Federal lands. Annually, the USGS publishes a list of prohibited financial holdings in a Financial Guide for USGS Employees. Additionally, the USGS Conflict of Interest Policy sets limits on investments in energy sector mutual funds and entities engaged in mining activities on private land in the United States.
5 C.F.R. § 3501.103(b) – Minerals Management Service and Certain Office of the Secretary Employees
This regulation applies to all Minerals Management Service (MMS) employees, certain employees within the Office of the Secretary (OS) and other Departmental offices that report directly to a Secretarial officer who are in positions classified at GS-15 and above (contact an ethics counselor from your bureau or refer to 5 C.F.R. § 3501.103 (b) (ii) to see a list of affected offices). Employees in these offices may not acquire or hold any direct or indirect financial interest in Federal lands or resources administered or controlled by the Department. This generally includes stock or bond interests in most oil, gas, and mining companies that hold leases on Federal lands to conduct their operations.
30 U.S.C. § 1211(f), 30 C.F.R. Part 706, 43 C.F.R. 20.402, and 5 C.F.R. 3501.104(a) – Office of Surface Mining Reclamation and Enforcement Employees and Certain Other Federal Employees
This law prohibits all Office of Surface Mining Reclamation and Enforcement (OSMRE) employees and any other Federal employee who performs functions and duties under the Surface Mining Control and Reclamation Act of 1977 from having any financial interests in surface or underground coal mining operations. If you don’t work for the Office of Surface Mining Reclamation and Enforcement but have responsibilities connected with mining and reclamation operations, contact an ethics counselor from your bureau or office to determine whether you are covered by this law. Prohibited financial interests under this law include companies that are involved in developing, producing, preparing, or loading coal or reclaiming the areas upon which such activities occur.
30 U.S.C. § 1267(g) applies a similar prohibition to employees of state regulatory authorities performing any function or duty under the Surface Mining Control and Reclamation Act of 1977. (See also 30 C.F.R. Part 705)
5 C.F.R. § 3501.103(c) – All DOI Employees
This regulation prohibits, with limited exceptions, all DOI employees, their spouses, and their minor children from acquiring or retaining any claim, permit, leases, small tract entries, or other rights that are granted by the Department in Federal lands. This prohibition does not restrict the recreational or other personal or noncommercial use of Federal lands by an employee, or the employee’s spouse or minor child, on the same terms available to the general public.
Gifts from Domestic and Private Sources
As a general rule, you may not, directly or indirectly, solicit or accept a gift:
(1) From a prohibited source; or
(2) If it is given because of your official position.
A “prohibited source” includes any person, company, or organization that has business with your agency, is seeking to do business with your agency, conducts operations that are regulated by your agency, or has any interests that might be affected by the performance or non-performance of your official duties. For the purposes of these rules, the Department is broken down into the following components:
- Bureau of Indian Affairs (including the Office of Indian Education Programs) (BIA)
- Bureau of Land Management (BLM)
- Bureau of Reclamation (BOR)
- Bureau of Ocean Energy Management (BOEM)
- Bureau of Safety and Environmental Enforcement (BSEE)
- National Indian Gaming Commission (NIGC)
- National Park Service (NPS)
- Office of Surface Mining Reclamation and Enforcement (OSMRE)
- Office of the Special Trustee for American Indians (OST)
- U.S. Fish and Wildlife Service (FWS)
- U.S. Geological Survey (USGS)
- The remainder of the Department (including the Office of the Secretary, Office of the Solicitor, Office of the Inspector General, and the immediate office of each Assistant Secretary)
If you work for a named component (e.g., Bureau of Indian Affairs, etc.), then your “agency,” for purposes of the gift rules, is your component within DOI. For instance, a company whose only involvement with the Department and its employees is that it conducts activities regulated by BLM would only be a prohibited source for a BLM employee—not an employee of any other named agency component.
For employees of the remainder of the Department, your “agency” for purposes of the gift rules is the entire Department. For example, that same company that only conducts activities regulated by BLM would be a prohibited source for an employee of the Office of the Solicitor, the Office of the Inspector General, etc.
A gift may include, but is not limited to, a gratuity, favor, discount, cash, gift certificate, entertainment, hospitality, loan, forbearance, or other item having monetary value. It also applies to services, training, transportation, travel, lodging, and meals.
Some Things Just Aren’t Gifts
Certain items are excluded from the definition of gift and you may accept them pursuant to certain specific regulatory exemptions.
- Snacks (coffee, donuts, other modest food items not offered as part of a meal)
- Greeting cards, plaques, certificates or trophies (items of little intrinsic value intended solely for presentation)
- Prizes in contests open to the general public
- Commercial discounts available to the general public
- Commercial loans, pensions, and similar benefits
- Anything for which you pay fair market value
- Anything which is paid for by the Government.
Exceptions to the Gift Prohibition There are some limited circumstances when you can accept gifts given because of your official position or from prohibited sources. Of course, you may never solicit such a gift. And, it is never inappropriate and frequently prudent to decline a gift even if an exception applies.
Gifts valued at $20 or less (retail market value), per occasion from a single source. Gifts offered from a prohibited source or because of your official position may not exceed $20 per occasion or $50 from a single prohibited source in any given calendar year. You may not accept cash or checks made out to you under any circumstance. Also, if the gift is valued over $20, you may not pay the difference in order to accept the gift; you must pay the full market value of the gift in order to accept it.
Widely Attended Gatherings. Acceptance of free attendance at widely attended gatherings is permissible as long as certain prior approval requirements are met. Employees must receive approval prior to the event using the DI-1958 form which is available on the DOI Ethics homepage at http://www.doi.gov/ethics. An event is widely attended if it is expected that a large number of persons will attend and that persons with a diversity of views or interests will be present. For example, an event may be considered a widely attended gathering if it is open to members from throughout the interested industry or profession or if those in attendance represent a range of persons interested in a given matter. If someone other than the sponsor of the event invited you and is paying for your attendance (such as if a corporation or friends group invited you to sit at their table), you may accept free attendance only if more than 100 persons are expected to attend, the gift of your attendance has a market value of $335 or less, and your attendance is approved as being in the interest of DOI. The allowance may be changed periodically by the Office of Government Ethics. Please verify the current allowance with your ethics counselor.
Free attendance may include waiver of all or part of a conference or other fee or the provision of food, refreshments, entertainment, instruction, and materials furnished to all attendees as an integral part of the event. It does not include travel expenses, lodging, entertainment collateral to the event, or meals taken other than in a group setting with all other attendees. (Under certain circumstances, DOI or your bureau may be able to accept travel expenses from outside sources to these events as described below in the “Traveling on Official Business” section of this Guide.)
Speaking Engagements. If you are assigned to participate as a speaker or panel participant or otherwise to present information on behalf of DOI at a conference or other event, you may accept free attendance at the event on the day of your presentation if it is provided by the sponsor of the event. For speaking engagements, free attendance has the same meaning as for widely attended gatherings. As with a widely attended gathering, you must receive approval prior to the event using the DI-1958 form.
If the event is longer than one day, and you are offered free attendance for any day(s) on which you are not assigned to present information on behalf of DOI or your bureau, waiver of the conference fee for those non-speaking days may be acceptable under the widely attended gathering exception to the gift rules.
Discounts and similar benefits that are offered to the public, other groups that you belong to, or to all Government employees. This exception includes favorable rates offered to all Government employees even when you are off duty. It also includes favorable rates and commercial discounts offered to members of a group or class in which membership is unrelated to Government employment.
Gifts based on the outside business or employment relationships (e.g., because of your outside affiliations, outside work, or other relationships and those of your spouse, if they are not enhanced due to your official position).
Awards and honorary degrees. Employees may accept awards (but not cash or investments) with an aggregate value of $200 or less given as a bona fide award for meritorious public service by a person who does not have interests affected by the employee’s performance or nonperformance of official duties. Awards valued at more than $200 require prior Departmental Ethics Office or bureau ethics counselor approval for honorary degrees, awards of cash of any amount, or items (including travel expenses).
Gifts from a political organization (given in connection with political activities permitted by the Hatch Act as amended, 5 U.S.C. §§ 7321 through 7326).
Gifts based on a personal relationship. You may accept a gift given under circumstances which make it clear that the gift is motivated solely by a family relationship or personal friendship rather than your position. If the gift is given for business reasons or is paid for by a prohibited source, it is not covered under this exception.
If there is no exclusion or exception available for an employee to accept a gift, the Department or bureau may be able to accept the tem as a gift to the Government using its statutory gift acceptance authority. Employees should consult with the Office of the Solicitor and the Departmental Ethics Office or an ethics counselor from their bureau in such cases, particularly if refusal to accept the gift would cause offense or embarrassment.
Gifts from Foreign Governments
In accordance with the Emoluments Clause of the U.S. Constitution, you may not accept anything of value from a foreign government, unless specifically authorized by Congress. This rule applies whether you are on or off duty. Any unit of a foreign government, whether it is national, state, local, or municipal level is covered. It also applies to gifts from international or multinational organizations comprised of government representatives. It also may apply to gifts of honoraria, travel, or per diem from foreign universities which are often considered as part of the foreign government. Spouses and dependent children of Federal employees are also banned from accepting gifts from foreign governments. The following gifts from foreign governments are authorized under the Foreign Gifts and Decorations Act:
- Gifts of minimal value ($335 or less, as of January 2008, but this amount is revised periodically)
- Transportation taking place entirely outside the U.S.
- Educational scholarships
- Medical treatment
In certain circumstances, particularly if refusal of a gift would cause embarrassment either to the United States or the foreign government offering the gift, the gift may be accepted on behalf of the Department. Employees should consult with the Departmental Ethics Office or ethics counselor from their Bureau regarding such gifts.
Gifts Between Employees
General Rules: You can’t give a gift to a person above you in your supervisory chain. You can’t solicit donations to buy a gift for a superior. You can’t accept a gift from an employee that receives less pay than yourself. However, there are some exceptions. Gifts are permissible if:
- There is a personal relationship between you and the other employee that would justify the gift and there is no subordinate-official superior relationship.
- The gift is personal hospitality provided at a residence, which is of a type and value you customarily provide to personal friends.
- The gift (bottle of wine, bouquet of flowers, etc.) is given in connection with the receipt of personal hospitality if of a type and value customarily given on such occasions.
- The gift (other than cash) has an aggregate market value of $10 or less per occasion, and is given on an occasion when gifts are normally exchanged.
- The gift is leave transferred under an approved agency leave sharing plan (but not to your immediate supervisor).
- There is a special and infrequently occurring occasion of personal significance, such as marriage, illness, the birth or adoption of a child; or an occasion that terminates a subordinate-official superior relationship, such as retirement, resignation or transfer. On such occasions, an employee may give a suitable and appropriate gift and may request donations of nominal amounts within the office for contributions toward the gift. Donations should be entirely voluntary. Employees must be free to contribute a suggested amount, a lesser amount, or nothing at all.
Traveling on Official Business
Generally, your official travel must be paid for with appropriated funds. However, under certain circumstances, DOI or your bureau may be reimbursed for your travel expenses by a non-Federal source. The authorities that permit this are explained below:
Travel Expense Acceptance Pursuant to 31 U.S.C. § 1353
This law allows Executive Branch agencies to accept reimbursement or in-kind donations from non-Federal sources for an employee’s transportation expenses (including per diem and registration costs) to certain functions related to the employee’s official duties.
Acceptance of travel expenses from non-Federal sources is only permitted when the employee’s travel is for attendance at a conference, meeting, seminar, training course, speaking engagement, or similar event for the exchange of information that takes place away from the employee’s official duty station. Travel under this authority may not be used for events required to carry out DOI’s statutory and regulatory functions such as investigations, inspections, audits, or site visits. In addition to an approved travel authorization, the employee must also have an approved ethics form DI-2000 (available on the DOI Ethics homepage at www.doi.gov/ethics) in advance of travel. Approval for accepting travel expenses is also subject to conflict of interest considerations. Acceptance of travel expenses from outside sources will not be approved if it would cause a reasonable person with knowledge of all the relevant facts to question the integrity of the programs or operations of the Department or bureau.
It is not permissible for the employee to personally accept reimbursement from an outside source. All checks must be made out to the Department of Interior or to the employee’s bureau. Employees may, however, accept “in kind” items such as airline tickets, meals, or hotel accommodations. In addition to accepting travel expenses for an employee, DOI may accept travel for a spouse to accompany the employee to the same event where the spouse’s presence is in the interest of DOI.
Other Authorities to Accept Travel Expenses
31 U.S.C. § 1353 is the preferred authority to use if reimbursement or in-kind donation of for travel expenses to a meeting or similar function is offered by an outside source. There are additional statutes which authorize acceptance of employees’ travel expenses for other than meetings or similar functions.
The authority under 5 U.S.C. § 4111 to accept travel expenses from non-profit organizations described by section 501(c)(3) of the Internal Revenue Code (with the approval of the Designated Agency Ethics Official or bureau ethics counselor), still exists when it is reasonably impractical for the agency to accept travel under 31 U.S.C. § 1353. Employees may also continue to accept travel expenses under the Intergovernmental Personnel Act when the employee is attending an event other than a conference or a meeting.
Other provisions which remain in effect are (1) the authority under 5 U.S.C. § 3343 for employees to accept travel expenses in connection with details to foreign governments and public international organizations, (2) the authority under 5 U.S.C. § 5751 for employees and agencies to accept travel expenses when summoned or assigned to provide official testimony on behalf of parties other than United States, and (3) the authority under 15 U.S.C. § 3710a to carry out agreements under the Federal Technology Transfer Act.
Finally, there are statutory authorities which allow bureaus to accept gifts of travel, food, and lodging, in connection with programs for the advancement of the Bureau of Indian Affairs, the National Park Service, the Fish and Wildlife Service, or other Bureau-specific programs that are not covered under 31 U.S.C. § 1353. Assistance in using these authorities is provided by the Departmental Ethics Office, ethics counselors from your bureau, and your Solicitor’s office.
Frequent Flyer Benefits
Federal employees may retain for personal use promotional items, including frequent flyer miles, earned on official travel.
OUTSIDE WORK AND ACTIVITIES
Outside work or activities are permitted unless they are prohibited by statute or regulation, or would require (to avoid a conflict of interest) the employee’s disqualification from matters central or critical to the performance of his or her official duties.
DOI regulations require all Department employees to seek prior written approval from a Departmental or bureau ethics counselor before engaging in paid or unpaid work with a prohibited source. For the purposes of these regulations, the definition of prohibited source and the components within the Department are the same as in the previous section on Gifts from Domestic and Private Sources. USGS employees must obtain prior written approval from the USGS Ethics Office for all outside work or activities (paid or unpaid) that are related to their USGS job duties or the USGS mission. Check with your bureau ethics counselor for any bureau-specific procedures or restrictions that may apply to your situation.
Presidentially appointed, Senate confirmed employees may pursue certain outside activities, but may not receive outside earned income for engaging in any such activity. Non-career SES employees may not, in any calendar year, receive outside earned income which exceeds 15% of the annual rate of basic pay for level II of the Executive Schedule.
All outside work must take place outside official duty hours or while you are on authorized leave.
In your official capacity –The Combined Federal Campaign (CFC) is the only authorized solicitation of employees for charitable fundraising in the Federal workplace. The rules governing acceptable fundraising activities by Federal employees are described in 5 C.F.R. Part 950. Generally, CFC fundraising activities that can be considered “gambling” are prohibited in Government-owned or leased buildings. Raffles and lotteries are prohibited in Government-owned or leased buildings and facilities except for very limited CFC activities permitted by 5 C.F.R. § 950.602(b).
In your personal capacity – An employee may generally engage in fundraising in a personal capacity outside the Federal workplace provided he or she does not:
- Personally solicit funds or other support from a subordinate or from any person the employee knows is a prohibited source (see Gifts from Domestic and Private Sources section above for definition of prohibited source)
- Use or permit the use of his or her official title, position, or any authority associated with his or her public office to further the fundraising effort
- Engage in any action that would otherwise violate the ethics laws or regulations
Employees and other persons are prohibited from selling or soliciting for personal gain within any building or on any lands occupied or used by DOI. Exception is granted for Department-authorized operations including, but not limited to, the Interior Department Recreation Association, the Indian Arts and Crafts store, and for cafeteria, newsstand, snack bar, and vending machine operations which are authorized by DOI for the benefit of employees or the public.
Teaching, Speaking, and Writing
Generally, you may not receive compensation, other than travel expenses, for outside teaching, speaking, or writing that relates to your official duties.
For purposes of this regulation, a teaching, speaking, or writing activity relates to your official duties if any one of the following criteria are met:
- The activity is undertaken as part of your official duties;
- The circumstances indicate that the invitation to engage in the activity was extended to you primarily because of your official position rather than your expertise on the particular subject matter;
- The invitation to engage in the activity or the offer of compensation for the activity was extended to you by a person who has interests that may be substantially affected by the performance or nonperformance of your official duties;
- The information conveyed through the activity draws substantially on nonpublic information; or
- The subject of the activity deals in significant part with:
1. A matter to which you are presently assigned or to which you have been assigned during the previous year; or
2. Any ongoing announced policy, program or operation of DOI.
Exception for Teaching Certain Courses – Even if the subject matter deals with your official duties, you may accept compensation for teaching a course requiring multiple presentations offered as the regularly established curriculum of an accredited institution of higher education, a secondary school, an elementary school, or a program of education sponsored and funded by the Federal Government or by a state or local government. You may only receive compensation under these circumstances for outside teaching, not for teaching carried out as part of your official responsibilities. If the class involves providing services to prohibited sources, prior approval is required.
Reference to Official Position – If you are engaged in teaching, speaking, or writing as an outside activity, you may not use or permit the use of your official title or position except:
- You may include your title or position as one of several biographical details when such information is given to identify you, provided that it is not given more prominence than other significant biographical details;
- You may use your title or position in connection with an article published in a scientific or professional journal, provided that it is accompanied by a disclaimer that the views expressed do not necessarily represent the views of DOI or the United States Government; and,
- If you are ordinarily addressed using a general term of address such as “The Honorable,” or a rank, such as a military or ambassadorial rank, you may use that term of address or rank.
Prior Approval Requirements – Before engaging in outside teaching, speaking, or writing for compensation, make sure that you comply with Department and bureau prior approval requirements for outside activities and employment.
Serving as an Officer or Member of a Board of Directors of an Outside Organization
Service as an officer or member of a board of directors of a non-Federal entity has the potential to undermine the fairness of our acquisition and administrative processes, and otherwise to call into question the integrity of our Department. Before entering into such a relationship, you must consult with the Departmental Ethics Office or your bureau ethics counselor.
Official Capacity – Service as an officer or member of a board of directors in one’s official capacity is generally considered a conflict of interest and violates the criminal conflict of interest statute (18 USC 208), unless a waiver is granted or there is specific Federal statutory authority to sit on the board in an official capacity. Any employee who wishes to serves on a board or as an office of a non-Federal organization in his or her official capacity should consult a serving ethics counselor for advice. As an alternative to serving as an officer or member of a board of directors, a DOI employee may be appointed to serve as a DOI liaison to a non-Federal entity. Liaisons serve as part of their official duties and represent DOI interests to the non-Federal entity in an advisory capacity only. Appointment as a liaison requires a written determination by the employee's supervisor that there is a significant and continuing DOI or bureau interest to be served by such representation and the approval of the employee's servicing ethics counselor. A liaison may not be involved in matters of management or control of the non-Federal entity. A liaison may officially represent DOI in discussions of matters of mutual interest with non-Federal entities provided it is made clear to the non-Federal entities that the opinions expressed by the liaison do not bind DOI or any bureau or office to any action.
Personal Capacity – A DOI employee who serves as an officer or member of a board of directors or as an advisor to a non-Federal entity in their personal capacity must also adhere to all conflict of interest statutes and standards of conduct regulations. Personnel may not accept such a position in their personal capacity if it is offered to them because of their official position. Such service in a personal capacity also increases the risk that DOI personnel may inadvertently violate, or appear to violate, the standards of conduct or engage in conduct that calls into question the employee’s impartiality.
Political Activities - DO's and DON’Ts The Hatch Act, 5 U.S.C. §§ 7321-7326, restricts Federal employee involvement in partisan political activity. Violation of the Hatch Act may result in removal from Federal employment or a suspension, without pay, of not less than 30 days. There are four different classes of employees under the Hatch Act:
- Career SES, Administrative Law Judges, Administrative Appeals Judges, and those that serve on the Contract Appeals Board are the most restricted group.
- GS or WG employees are in the lesser restricted group. • Non-career SES, Schedule C, and most other employees are in the moderately restricted group. This group may participate in certain partisan political activity, but only in a purely private capacity.
- Presidentially appointed, Senate-confirmed Personnel (PAS) are the least restricted group. PAS employees are subject to some restrictions, but they are less constrained in terms of where and when they can engage in political activity because of their 24-hour duty status.
Hatch Act Rules - see www.osc.gov for additional information and guidance
Off Duty, Off Premises Rule: Applies to everyone but PAS employees. “Off duty” means you may only engage in political activity while on annual leave or during non-duty hours. “Off premises” means you may not engage in political activity in buildings owned or leased by the Federal Government. No campaign buttons or posters for current political candidates may be displayed by Federal employees in a Government building. However, you may display a political bumper sticker on your personal car, even if parked in a Government garage. PAS employees may engage in political activity during work hours, but the campaign must pay for all their expenses.
No Use of Subordinates Rule: You may not solicit the participation of subordinates in political activity. For example, if a non-career SES employee is invited to a political event but cannot go, he or she should not request a subordinate employee to attend on his or her behalf.
No Use of Title Rule: You may not allow your title or your affiliation with DOI to be used in conjunction with any partisan political activity.
No Fundraising Rule: You may not solicit others to contribute to candidates for political office. You may attend fundraising events and may even speak, provided neither your title nor your affiliation is used, but you can’t say the words, “please give money” either verbally or in writing. Also, you may not collect, accept, or receive political contributions on behalf of a partisan candidate.
No Uniform/No Government Vehicle Rule: Applies to everyone but PAS employees. You may not engage in political activity while wearing an official uniform or using a Government vehicle. You may not display a political bumper sticker on a Government vehicle.
USE OF YOUR PUBLIC OFFICE
Use of Official Position for Private Gain
As a DOI employee, you may not use your public office for your own private gain or for the private gain of friends, relatives, business associates, or any other entity, no matter how worthy. Except as provided by law or regulation, you may not use or permit the use of your Government position or title or any authority associated with your public office in a manner that could reasonably be construed to imply that DOI or the Government sanctions or endorses any of your personal activities or the activities of another.
You may not use or permit the use of your Government position or title or any authority associated with your public office in a manner that is intended to coerce or induce another person, including a subordinate, to provide any benefit, financial or otherwise, to yourself or to friends, relatives, or persons with whom you are affiliated in a nongovernmental capacity.
A DOI employee shall not use or permit the use of his Government position or title or any authority associated with his public office to endorse any product, service or enterprise except: (1) in furtherance of statutory authority to promote products, services, or enterprises; (2) as a result of documentation of compliance with agency requirements or standards; or (3) under an agency program in recognition for accomplishment in support of DOI’s mission.
You may endorse an outside program in your private capacity; however, your endorsement may not make reference to your official title or position within DOI or your bureau.
Letters of Recommendation – You may sign a letter of recommendation using your official title only in response to a request for an employment recommendation or character reference based upon personal knowledge of the ability or character of a person with whom you have dealt in the course of Federal employment or whom you are recommending for Federal employment.
NEPOTISM: GIVING PREFERENTIAL TREATMENT TO RELATIVES
Nepotism, or showing favoritism on the basis of family relationships, is prohibited. The Department’s policy on nepotism is based directly on the nepotism law in 5 U.S.C. § 3110. A public official may not appoint; employ; promote; advance; or advocate for the appointment, employment, promotion, or advancement of a relative in or to any civilian position in the agency in which the public official serves, or over which he or she exercises jurisdiction or control. This restriction encompasses all of DOI (in addition to all DOI bureaus). An individual appointed, employed, promoted or advanced in violation of the nepotism law is not entitled to pay.
Exceptions to the Nepotism Policy
When necessary to meet urgent needs resulting from an emergency posing an immediate threat to life or property, or a national emergency as defined in 5 C.F.R. § 230.402(a)(1), a public official may employ relatives to meet those needs without regard to the restrictions in 5 U.S.C. § 3110. Such appointments are temporary and may not exceed 30 days, but the agency may extend such an appointment for one additional 30-day period if the emergency need still exists at the time of the extension.
Questions regarding nepotism should be referred to your servicing Human Resources Office.
USE OF GOVERNMENT PROPERTY, TIME, AND INFORMATION
It is your responsibility as an employee to protect and conserve Government-owned or -leased property and vehicles and to use them only for authorized purposes.
You may NOT use Government purchasing authority for personal acquisitions (including your Government charge card) even if you reimburse the Government.
When leaving Government service, you may not remove Government property or files and you may not use Government copiers to make copies of files to take with you.
You are prohibited from using official Government envelopes (with or without applied postage) or official letterhead stationary for personal business. This includes mailing your resumes/applications for Federal or private positions. Violation of the prohibition against using franked (postage paid) envelopes may result in a fine. (18 U.S.C. § 1719)
You must use official time in an honest effort to perform official duties.
You are prohibited from engaging in any financial transaction using “insider” or nonpublic information (information not available to the public), or allowing the improper use of nonpublic information to further your own private interest or that of another.
The Department of the Interior’s limited use policy applies only to personal use of Department-owned or leased computers (and Internet service), telephones, fax machines, and non-color photocopiers. A Bureau or office may not change any part of this policy to relax the restrictions explained below.
This limited personal use policy does not apply to the use of Government-owned or leased motor vehicles, or to the use of Government charge cards. The policy applies to Government equipment used on Government premises. Employees may not, without proper authorization, remove Government equipment from the office for home use.
Use of Computers and the Internet
Employees may use Government computers and the Internet for personal use on their personal time (before and after work; during lunch and other breaks) provided there is no additional cost to the Government. Employees may make personal purchases over the Internet, provided they have the purchased item sent to a non-Government address. The following activities are absolutely prohibited on any Government-owned or leased computer:
- Visiting and downloading material from pornographic web sites
- Lobbying Congress or any Government agency
- Campaigning – political activity
- Online stock trading activities
- Online real estate activities • Online activities that are connected with any type of outside work or commercial activity, including day trading
- Endorsements of any products, services or organizations
- Fundraising for external organizations or purposes (except as required as part of your official duties under applicable statutory authority and bureau policy)
- Any type of continuous audio or video streaming from commercial, private, news, or financial organizations
Use of DOI E-Mail
The Department of the Interior does not place any restrictions on incoming e-mail. Under current policy, employees may send out personal e-mail provided that:
- Personal use of e-mail does not cause congestion, delay, or disruption of service to any Government system or equipment
- Messages are not sent to more then five addresses (no mass mailings)
- The employee does not represent himself or herself as acting in an official capacity
- Messages do not contain partisan political messages It is important to note that any e-mail on any DOI e-mail system may become an official record. Employees have no right to privacy for e-mail transmissions; DOI is often required to release employee e-mails pursuant to Inspector General, court, or congressional orders.
Use of DOI Telephones
Federal Employees may use Government property only as authorized. Employees may use DOI landline telephones for personal calls when they are necessary, provide a benefit to DOI, and do not result in any additional costs to the Government. Such calls are deemed to be in the Interest of the Government to the extent they enable employees to remain at their work stations, thereby increasing Government efficiency. Personal phone calls may not adversely affect the performance of official duties or the employee’s work performance, must be of reasonable duration and frequency, and could not reasonably have been made during non-duty hours. DOI cell phones may be used for personal calls only to the extent that such calls would be authorized on a DOI landline telephone AND so long as no additional costs are imposed on the Government.
Use of Government Transportation Subsidy Program Benefits
Benefits may only be used for qualifying transportation expenses, such as mass transit facilities (subway, rail, bus) or other similar public transportation mode, and are only available for days you actually commute to work. You must deduct any days you are on leave, official travel, or do not commute using qualified modes of transportation when you receive your next quarterly or monthly distribution. Benefits may not be used to pay for parking (for example, at a mass transit facility where you get on a train or a bus) and parking expenses must not be included in your estimated monthly commuting costs. Benefits are not transferable and you are required to return any unused benefits when you leave DOI.
Use of Government Travel Cards While in Official Travel Status
Government Travel Cards may only be used for official travel and may not be used for any personal purchases.
GAMBLING, RAFFLES, LOTTERIES, AND BETTING POOLS
Unless authorized by statute or regulation, all forms of gambling activities are prohibited at all times in facilities owned or leased by the Government. Federal employees may not engage in gambling activities while on duty. Prohibited gambling activities include, but are not limited to, raffles, lotteries, numbers (games), football pools, etc. See 5 C.F.R. § 735.201 and 41 C.F.R. § 102-74.395.
SERVING AS AN EXPERT WITNESS
You may not serve as an expert witness, in your private capacity, in any proceeding before a court or agency of the United States in which the U.S. is a party or has a direct and substantial interest, without prior approval from the head of the Departmental Ethics Office (the Designated Agency Ethics Official (DAEO)).
If you are subpoenaed to testify as an expert in any such matter, you must notify your supervisor and the DAEO immediately and request approval to proceed.
If you receive DAEO approval, you must still comply with DOI and bureau outside activities and work regulations. For instance, all DOI employees must obtain prior approval to work (paid or unpaid) for a prohibited source, and all USGS employees must obtain prior approval for any outside work or activity that is related to their USGS duties or the USGS mission.
PROCUREMENT INTEGRITY ACT - 41 U.S.C. § 423
You may not disclose “contractor bid or proposal information” or “source selection information” other than as provided for by law.
If you participate in a procurement in excess of $100,000, you must report to your supervisor and ethics counselor any contacts regarding potential employment from any contractor that submits an offer on the procurement. You must also reject the possibility of employment by that contractor or disqualify yourself from further participation in DOI matters involving the procurement, unless you obtain approval to participate from your ethics counselor If you are serving in one of seven specified positions (procuring contracting officer, program manager, source selection authority, etc.) or make one of seven specified types of decisions (award a contract, establish overhead rates, approve issuance of a payment, etc.), on a contract over $10 million, you may not accept compensation (as an employee, consultant, officer, or director) from the contractor for one year. Consult your ethics counselor for additional information on the Procurement Integrity Act.
SEEKING NON-FEDERAL EMPLOYMENT
The “seeking employment” rules are more restrictive than most Federal employees realize. The financial interests of any entity with which you are negotiating or have an arrangement concerning future employment are deemed to be the same as your own for purposes of the conflict of interest rules. There are criminal penalties if you participate in any DOI matters that affect the financial interests of a prospective employer. Furthermore, the Office of Government Ethics interprets any form of communication regarding prospective employment with a non-Federal source (other than requesting a job application) to be seeking employment. You must receive a written waiver from an ethics counselor before you participate in any particular matter at DOI that affects the financial interests of a prospective employer. Such waivers are only granted in limited circumstances. You are no longer seeking employment when either you or the prospective employer rejects the possibility of employment.
You are also no longer seeking employment if two months pass after you send an unsolicited resume and you receive no indication of interest. Any response to a prospective employer that defers discussions until the foreseeable future does not terminate employment discussions.
RESTRICTIONS ON POST-GOVERNMENT EMPLOYMENT (AFTER YOU LEAVE FEDERAL SERVICE)
After you leave Federal service, 18 U.S.C. § 207 imposes certain post-employment restrictions that may limit the type of work you may perform for your new employer for certain periods of time. The Procurement Integrity Act (41 U.S.C. § 423 – see above) imposes additional restrictions for certain employees who participated in costly procurement work. Former employees who are carrying out official duties as an employee or as an elected or appointed official of a tribal organization or inter-tribal consortium are not subject to 18 U.S.C. § 207 restrictions if they advise the Government, in writing, of any personal and substantial involvement they had as a Government employee in connection with the matter (see 25 U.S.C. § 450i(j)).
Lifetime Restriction - 18 U.S.C. § 207(a)(1)
If you participated personally and substantially in any particular matter involving specific parties (grants, contracts, licenses, permits, applications, litigation, etc.), involving specific parties, you may never communicate on behalf of any entity, to any Federal department, agency, or court (any Federal agency, not just your bureau or DOI) regarding that same particular matter.
Two-Year Restriction - 18 U.S.C. § 207(a)(2)
For matters under your official responsibility during your last year of Government service, you are restricted for two years after you leave Government service from representing any entity to any Federal department, agency, or court regarding those matters.
One-Year Restriction on Aiding and Advising - 18 U.S.C. § 207(b)
For one year after Government service terminates, you may not aid or advise any entity (other than the United States) concerning any ongoing trade or treaty negotiation in which you participated personally and substantially during your last year of Government service.
ADDITIONAL LAWS THAT APPLY TO FORMER SENIOR EMPLOYEES
(Levels II though V of the Executive Schedule and those paid equal to or greater than 86.5 % of the rate for level II of the Executive Schedule) AND FORMER VERY SENIOR EMPLOYEES (Level 1 of the Executive Schedule)
One Year Restriction on Communication with One’s Former Agency -18 U.S.C. § 207(c) - For one year after leaving senior service, no former “senior” employee may make, with the intent to influence, any communication to or appearance before the department or agency in which he or she served in the one year period prior to termination from senior service. Consult your ethics counselor for certain limited exceptions to this prohibition.
One Year Restriction Relating to Foreign Entities - 18 U.S.C. § 207(f) - For one year after leaving Government service, a former senior employee may not knowingly aid, advise, or represent a foreign entity, with the intent to influence the official actions of any employee of any U.S. agency or department.
Two-Year Restriction for Very Senior Employees - 18 U.S.C. § 207(d) - For two years after service in a very senior position, former Executive Level I employees and certain very senior employees in the Executive Office of the President are prohibited from making, with the intent to influence, any communication to or appearance before: (1) any individual appointed to an Executive Level position; or (2) any employee of a department or agency in which the former very senior employee served during his or her last year of Government service.
DISCLOSURE OF FINANCIAL INTERESTS
All DOI employees, including special Government employees, are subject to conflict of interest restrictions and may be required to file either a public or confidential financial disclosure report. These reports are among the primary tools used by ethics personnel to determine whether employees are in compliance with the ethics and standards of conduct provisions covering a particular position. Depending on your official position, grade, and employment status, you may be required to file either a public financial disclosure report (SF 278) or a confidential financial disclosure report (OGE Form 450).
SF 278 (Public Financial Disclosure Report)
Who files this report?
- Senate Confirmed (PAS) Presidential Appointees
- Senior Executive Service (SES) Employees
- Senior Level (SL) and Scientific and Professional (ST) Employees
- Schedule C Employees
- Certain Special Government Employees (SGEs)
- Certain Intergovernmental Personnel Act (IPA) Employees
What happens if the report is submitted late, is falsified, or is never filed? An employee who files more than 30 days after the statutory deadline (and any extension periods) is subject to a $200 late filing fee. This is a statutory requirement and the Department must enforce the penalty. Only in the rarest of cases may this late fee be waived by the Designated Agency Ethics Official. An employee who willfully falsifies his or her report may be subject to civil penalties and/or criminal prosecution by the Department of Justice. In addition, DOI or bureau disciplinary actions may be imposed if a report is not filed.
OGE Form 450 (Confidential Financial Disclosure Report) and OGE Optional Form 450-A (Certificate of No New Interests)
Who files these reports?
- Employees whose positions are designated by their bureau or office using the criteria in 5 C.F.R.§ 2634.904 because they have certain duties and responsibilities related to contracting, procurement, administering or monitoring grants, licenses, audits, etc. or to avoid a conflict of interest.
- Intergovernmental Personnel Act (IPA) employees and Special Government Employees (SGEs) who are not required to file an SF 278
What happens if the report is falsified, submitted late, or is never filed? An employee who willfully falsifies the information on his or her report, willfully omits information, or willfully fails to file may be subject to civil penalties and/or criminal prosecution under 18 U.S.C. §§ 1001 and 3571. Departmental disciplinary sanctions may also apply, up to and including removal from Government service.
Compliance with financial disclosure requirements is a condition of employment. Employees who are required to file and fail to do so in a timely manner may be subject to disciplinary action up to and including removal from Government service.
Department of Interior Ethics Office
1849 C Street, NW, MS 7346
Washington, DC 20240
202-208-7960 Fax: 202-208-5515
Bureau of Indian Affairs (BIA)
316 North 26th Street
Billings, MT 59101
Bureau of Reclamation (USBR)
P.O. Box 25007
Ethics Office Mail Code 84-50500
Denver Federal Center,Building 67
Denver, CO 80225-0007
Tel: 303-445-2741 Fax: 303-445-6464
Bureau of Safety and Environmental Enforcement (BSEE)
381 Elden Street, Mail Stop 2400
Herndon, VA 20170-4817
Tel: 703-787-1417 Fax: 703-787-1046
National Park Service (NPS)
1201 Eye St., NW, Rm. 1245, MS 2653
Washington, DC 20005
Tel: (202) 354-1981 Fax: (202) 371-5659
Office of the Inspector General (OIG)
12030 Sunrise Valley Drive
Suite 350 Reston, VA 20191
Tel: 703-487-5437 Fax: 703-487-5406
Office of Surface Mining Reclamation and Enforcement (OSMRE)
1951 Constitution Ave, NW
South Interior Building, Room 227
Washington, DC 20240
Tel: 202-208-2704 Fax: 202-219-3106
U.S. Fish and Wildlife Service (USFWS)
Regional Assistant Ethics Counselors:
Contact information on FWS Ethics webpage below
Ethics Program Manager/Deputy Ethics Counselor:
620 S.W. Main St. ,
Portland, OR 97205
Phone: (503) 326-2008 Fax: (503) 326-2494
U.S. Geological Survey (USGS)
12201 Sunrise Valley Drive, MS 603
Reston, VA 20192
Tel: 703-648-7474, 7422, and 7439
Bureau of Land Management (BLM)
200 M St., SE,
Room 2134 WO-700
Washington, D.C. 20003
Tel: 202-912-7486 Fax: 202-912-7172
National Indian Gaming Commission (NIGC)
1441 L Street, NW
Washington, DC 20005
Tel: 202-513-0344 Fax: 202-208-5515
Office of the Special Trustee (OST)
4400 Masthead Street, NE
Albuquerque, NM 87111
Tel: 505-816-1368 Fax: 505-816-1319
Supplemental Standards of Ethical Conduct for Employees of the Department of Labor (1996) Chapter XLII, 5 C.F.R. Part 5201
Supplemental Standards of Ethical Conduct for Employees of the Department of Labor Chapter XLII, 5 C.F.R. Part 5201
Authority: 5 U.S.C. 301, 7301, 7353; 5 U.S.C. App. (Ethics in Government Act); E.O. 12674, 54 FR 15159, 3 CFR, 1989 Comp., p. 215, as modified by E.O. 12731, 55 FR 42547, 3 CFR, 1990 Comp., p. 306; 5 CFR 2635.105, 2635.203(a), 2635.403(a), 2635.803.
Source: 61 FR 57284, Nov. 6, 1996, unless otherwise noted.
§ 5201.101 General.
In accordance with 5 CFR 2635.105, the regulations in this part apply to employees of the Department of Labor (Department) and supplement the Standards of Ethical Conduct for Employees of the Executive Branch contained in 5 CFR part 2635.
§ 5201.102 Designation of separate agency components.
(a) Separate agency components of the Department of Labor. Pursuant to 5 CFR 2635.203(a), each of the ten components of the Department listed below is designated as an agency separate from each of the other nine listed components and, for employees of that component, as an agency distinct from the remainder of the Department. However, the components listed below are not deemed to be separate agencies for purposes of applying any provision of 5 CFR part 2635 or this part to employees of the remainder of the Department:
(1) Benefits Review Board;
(2) Employees Compensation Appeals Board;
(3) Mine Safety and Health Administration (MSHA);
(4) Veterans' Employment and Training Service;
(5) Occupational Safety and Health Administration (OSHA);
(6) Employee Benefits Security Administration (EBSA);
(7) Bureau of International Labor Affairs;
(8) Bureau of Labor Statistics;
(9) Employment and Training Administration (ETA); and
(10) Employment Standards Administration (ESA).
(b) Separate agency subcomponents of ESA. Pursuant to 5 CFR 2635.203(a), each of the four subcomponents of the Employment Standards Administration (ESA) listed in this paragraph is designated as an agency separate from each of the other three listed components and, for employees of that subcomponent, as an agency distinct from the remainder of ESA. However, the components listed in this paragraph are not deemed to be separate agencies for purposes of applying any provision of 5 CFR part 2635 or this part to employees of the remainder of ESA:
(1) Wage and Hour Division;
(2) Office of Federal Contract Compliance Programs;
(3) Office of Workers Compensation Programs; and
(4) Office of Labor-Management Standards.
(c) Definitions —(1) Remainder of the Department means employees in the Office of the Secretary and any other employee of the Department not in one of the 10 components designated as separate agencies in paragraph (a) of this section.
(2) Remainder of ESA means employees in the Office of the Assistant Secretary for Employment Standards and any other ESA employee not in one of the four subcomponents designated as separate agencies in paragraph (b) of this section.
(d) Applicability of separate agency designations. The designations in paragraphs (a) and (b) of this section identify an employee's “agency” for purposes of:
(1) Determining when a person is a prohibited source within the meaning of 5 CFR 2635.203(d) for purposes of applying the regulations at subpart B of 5 CFR part 2635 governing gifts from outside sources;
(2) Determining whether teaching, speaking or writing relates to the employee's official duties within the meaning of 5 CFR 2635.807(a)(2)(i); and
(3) Determining when a person is a prohibited source for purposes of applying the regulations at 5 CFR 2635.808(c) governing fundraising in a personal capacity.
Example 1: An employee of the Mine Safety and Health Administration attends a Saturday football game together with an employee of the Office of the Solicitor. By coincidence, they are seated next to a contract consultant to the Employment and Training Administration. They talk about the game and describe their jobs and personal interests to their new seat-mate. The consultant states that he and his wife will not be able to attend next week's game and would like to give their very expensive tickets to people who will really enjoy them. The MSHA employee may accept the ticket. MSHA is designated as a separate agency under §5201.102, and the ETA contractor is not a prohibited source of gifts for MSHA employees. The contractor is not regulated by and has no business dealings with MSHA. The Solicitor's Office employee may not accept the gift. The ETA contractor is a prohibited source for Solicitor's Office employees because the Solicitor's Office is a part of the “Remainder of the Department of Labor.” Any source which is prohibited for any component of the Department of Labor is a prohibited source for employees in the “Remainder.”
[61 FR 57284, Nov. 6, 1996, as amended at 68 FR 16398, Apr. 3, 2003]
§ 5201.103 Fundraising activities.
Notwithstanding 5 CFR 2635.808(c)(1)(i), an employee of any separate agency component listed in this section may, in a personal capacity, personally solicit funds from a person who is a prohibited source if person is a prohibited source for employees of the component only under 5 CFR 2635.203(d)(3) because the person conducts activities regulated by the component:
(a) The Wage and Hour Division;
(b) The Office of Federal Contract Compliance Programs;
(c) The Remainder of the Employment Standards Administration, as defined in §5201.102(c);
(d) Occupational Safety and Health Administration;
(e) Employee Benefits Security Administration; (f) Veterans' Employment and Training Service; and
(g) The Remainder of the Department of Labor, as defined in §5201.102(c).
Example 1: A training official in the Mine Safety and Health Administration is president of the local branch of her college alumni association. The association is seeking used computers from local businesses to upgrade the college's language lab. The employee may not seek a contribution from the vice president of a mining company which is regulated by MSHA. Even though the mining company is not currently under investigation, it is a prohibited source for the employment because it is subject to MSHA regulation and MSHA is not one of the agency components designated as separate for the purpose of fundraising in a personal capacity.
Example 2: A typist in the Employee Benefits Security Administration raises money for a local homeless shelter during his off-duty hours. He may seek a contribution from a firm that is regulated by EBSA under the Employee Retirement Income Security Act but may not seek contributions from one that he knows is currently under investigation for a violation of the Act. While firms regulated by an agency would ordinarily be prohibited sources for purposes of an employee's fundraising in a personal capacity, §5201.103 provides that employees of EBSA and the other separate agency components listed in that section may seek charitable contributions from an entity that is a prohibited source only because its activities are subject to regulation by that separate agency component. On the other hand, the employee may not engage in fundraising from a person who he knows is a prohibited source for any other reason, such as an ongoing enforcement action.
Example 3: An employee of the Employment and Training Administration may seek charitable contributions from a firm currently under investigation by the Occupational Safety and Health Administration (OSHA). ETA does not regulate this firm and has had no dealings or business with it of any kind. Since ETA has been designated as a separate agency under §5201.102, ETA employees need only consider their own official duties and activities and those of ETA in determining whether a person is a prohibited source for purposes of their fundraising in a personal capacity. The fact that a person may be a prohibited source of direct and indirect gifts for OSHA employees is not relevant in this instance. [61 FR 57284, Nov. 6, 1996, as amended at 68 FR 16398, Apr. 3, 2003]
§ 5201.104 Additional rules for Office of the Inspector General employees.
The rules in this section apply to employees of the Office of the Inspector General (OIG) and are in addition to §§5201.101, 5201.102, and 5201.103.
(a) Prior approval for outside employment. (1) Before engaging in any outside employment, an OIG employee must obtain the written approval of the Inspector General or the Inspector General's designee.
(2) Submission of requests for approval. (i) Requests for approval shall be submitted in writing to the Inspector General or the Inspector General's designee. Such requests shall include, at a minimum, the following:
(A) The employee's name and position title;
(B) The name and address of the person, group, or organization for whom the employee proposes to engage in outside employment; and
(C) A description of the proposed outside employment, including the duties and services to be performed while engaged in the outside employment, and the approximate dates of the outside employment.
(ii) Together with the employee's request for approval, the employee shall provide a certification that:
(A) The outside employment will not depend in any way on nonpublic information, as defined at 5 CFR 2635.703(b);
(B) No official duty time or Government property, resources, or facilities not available to the general public will be used in connection with the outside employment; and
(C) The employee has read and is familiar with the Standards of Ethical Conduct for Employees of the Executive Branch (5 CFR part 2635), including subpart H. (“Outside Activities”), and the Department's supplemental standards of ethical conduct set forth in this part.
(iii) Upon a significant change in the nature or scope of the outside employment or in the employee's official position, the employee shall submit a revised request for approval.
(3) Standard for approval. Approval shall be granted only upon a determination that the outside employment is not expected to involve conduct prohibited by statute or Federal regulation, including 5 CFR part 2635 and this part.
(4) Definitions. For purposes of this section, “employment” means any form of non-Federal employment or any business relationship involving the provision of personal services by the employee. It includes but is not limited to personal services as an officer, director, employee, agent, attorney, consultant, contractor, general partner, or trustee.
§ 5201.105 Additional rules for Mine Safety and Health Administration employees.
The rules in this section apply to employees of the Mine Safety and Health Administration (MSHA) and are in addition to §§5201.101, 5201.102, and 5201.103.
(a) Prohibited financial interests. Employees in the MSHA and their spouses and minor children are prohibited from having any financial interests (including compensated employment) in any company or other person engaged in mining activities subject to the Federal Mine Safety and Health Act of 1977 (Mine Safety and Health Act), 30 U.S.C. 801 et seq. A company or other person shall be deemed to be engaged in such mining activities if it owns 50 percent or more of the voting securities of another company or other person engaged in such mining activities. A company or other person shall not be deemed to be engaged in such mining activities solely because it is controlled by a company or other person which does engage in such activities.
(b) Exceptions. (1) Nothing in this section prohibits an employee or the spouse or minor child of an employee from acquiring, owning or controlling an interest in a publicly traded or publicly available investment fund provided that, upon initial or subsequent investment by the employee (excluding ordinary dividend reinvestment), the fund does not have invested, or does not indicate in its prospectus the intent to invest, more than 30 percent of its assets in the securities of a company or other person engaged in mining activities subject to the Mine Safety and Health Act, and the employee, spouse, or minor child neither exercises control nor has the ability to exercise control over the financial interests held in the fund.
(2) Nothing in this section prohibits an employee or the spouse or minor child of an employee from having a financial interest in a pension administered by, or which invests in, a company or other person engaged in mining activities subject to the Mine Safety and Health Act.
Example: A mine inspector who was a former employee of mining company X could continue to participate in mine company X's pension plan without violating this section. However, he would have to disclose the interest on his financial disclosure report. Additionally, the inspector should not inspect or otherwise take official action on a matter affecting mine company X without checking with his ethics advisor to ensure that performance of his official duties would not violate the conflict of interest statute (18 U.S.C. 208) or any other ethics provisions.
(c) Waiver. (1) The Assistant Secretary of labor for Mine Safety and Health or the Assistant Secretary's designee may grant an employee a written waiver from the prohibitions contained in paragraph (a) of this section, based on a determination that the waiver is not inconsistent with 5 CFR part 2635 or otherwise prohibited by law and that, under the particular circumstances, application of the prohibition is not necessary to avoid the appearance of misuse of position or loss of impartiality, or to ensure confidence in the impartiality and objectivity with which Mine Safety and Health Administration programs are administered.
(2) The Assistant Secretary or the designee shall grant a waiver from the prohibitions in paragraph (a) of this section regarding spouses and minor children unless the Assistant Secretary or the designee determines that the covered relationship or interest is likely to be inconsistent with 5 CFR part 2635 or is otherwise prohibited by law.
(3) A waiver under this section may be accompanied by appropriate conditions, such as requiring execution of a written statement of disqualification. A waiver may be withdrawn if it is later determined that such waiver does not meet the requirements for the granting of waivers under this paragraph. Notwithstanding the grant of any waiver, a covered employee remains subject to the disqualification requirements of 5 CFR 2635.402 and 2635.502.
(4) Factors which may be considered in connection with the granting or denial of waivers include the nature and extent of the financial interest, and the official position and duties of the employee.
(d) Pre-existing interests. Notwithstanding paragraph (a) of this section, an employee of the Mine Safety and Health Administration, and a spouse or minor child of such an employee, may retain financial interests otherwise prohibited by paragraph (a) of this section which were approved in writing under procedures in effect before the effective date of this section, unless the approval is withdrawn, subject to the standards applicable to the withdrawal of waivers under paragraph (c) of this section.