Code of Business Conduct Integrity In the Workplace
In the Marketplace
Around the Globe
A Message from Chet Morrison Our success has been based on hard work and an unwavering commitment to honesty and integrity in everything we do. Maintaining our good reputation and building future success depends on each of us being personally responsible for our conduct. This Code of Business Conduct document provides information about our personal responsibilities, including complying with the law and applying our good judgment each and every day. An important element of personal responsibility is our commitment to open communication and to creating a culture where everyone can feel safe asking for advice and raising concerns. If you are unsure of what to do in particular circumstances or concerned that the Code is being broken, you have a responsibility to speak up. A problem cannot be resolved unless it has first been identified. Our people have always been vital to our success. Weâ€™ve built a culture that is defined by trust in each other, respect, integrity, and always honoring our promises and commitments. I believe this is what drives us and inspires us. Working together, with the help of this Code, I am convinced that we will not only achieve our goals, but we will be proud of the work we do and our accomplishments. Yours sincerely,
Chet Morrison Executive Chairman Morrison Energy Group, LLC
Morrison Energy Group Code of Business Conduct
Table of Contents Introduction and Overview . . . . . . . . . . . . . . . . . . . . . . . . . 4 Introduction and Overview To Whom the Code Applies Compliance with the Law and Regulations Employee Responsibilities Additional Responsibilities of Leadership When You Have Questions – Reporting Violations of the Code What to Expect When You Call Protection from Retaliation Do the Right Thing Accountability and Discipline
Working Together – Respect in the Workplace . . . . . . . . . . . . . 8 Health and Safety Protection of the Environment Substance and Alcohol Abuse Equal Opportunity, Harassment and Diversity
Business Practices – Integrity in the Marketplace . . . . . . . . . . 11 Conflicts of Interest Gifts and Entertainment Our Commitment to Quality Confidential Information Third Party Confidential Information Protecting Our Assets Proper Use of Information Systems Accurate Books and Records
Global Compliance – The Letter and the Spirit of the Law . . . . . 17 Fair Competition and Anti-trust Political and Charitable Contributions Corruption and Anti-Bribery Facilitation Payments Retention of Third Parties
Certificate of Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Introduction AND OVERVIEW Relationships are among the most valuable assets of Morrison Energy Group (“MEG”). These relationships exist due to a longstanding reputation for honesty and integrity. That reputation endures because of our shared values and especially our commitment to conducting business in the right way. This Code of Business Conduct is designed to give you a clear understanding of the conduct expected of all our employees everywhere we do business. The Code is a resource, but it cannot address every issue that we may encounter. It provides guidance and resources for those times when the right choice is not clear. The success of our business depends on the trust and confidence we earn every day. We gain credibility by adhering to our commitments, displaying honesty and integrity and reaching Company goals through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.
To Whom the Code Applies Our Code provides the ethical guidelines and expectations for conducting business on behalf of Morrison Energy Group. The Code of Business Conduct applies to all directors, officers, and employees of the Company. As a representative of the Company you must act with honesty and integrity in all matters. Certain external partners of MEG serve as an extension of the Company, and they are expected to adhere to the spirit of the Code when working on MEG’s behalf.
Compliance with the Law and Regulations It is our policy to comply with all laws and applicable regulations everywhere we do business. It is important that each of us is aware of relevant laws and regulations that apply to our work, and that we never intentionally engage in conduct that violates applicable laws and regulations. Not only should we be vigilant in complying with all applicable laws and regulations, we should also be alert to changes in the law or new requirements that may affect our business. If you become aware of any activity by a colleague or business partner that you believe may violate the law, bring it to the attention of your supervisor.
Employee Responsibilities Compliance with this Code is the responsibility of all of us. Meeting these responsibilities is what enables Morrison Energy Group to succeed and grow, today – and in the future.
Morrison Energy Group Code of Business Conduct
All employees have a responsibility to do their part to maintain the highest ethical standards. In particular: with the information contained in this Code and policies, paying particu• Belar familiar attention to the policies that pertain to your job responsibilities. report concerns about possible violations of laws, regulations, policies, or • Promptly this Code to your supervisor, any member of management, our Compliance Officer, or contact Human Resources. all required compliance training in a timely manner and keep up-to-date • Complete on current standards and expectations. in investigations, auditing and monitoring procedures and, if required, • Cooperate provide all requested documentation. an annual Certification of Compliance confirming your adherence to the • Complete principles set out in this Code. No reason, including the desire to meet business or personal goals, should ever be an excuse for violating laws, regulations or policies.
Q: My Business Unit sets high financial targets. Sometimes I feel pressured to ignore requirements of the Code that may result in higher cost in order to achieve these targets. Is this acceptable?
A: No. While successful businesses often set high goals and strive to achieve them, you should never violate applicable laws or the Code to achieve your goals.
Additional Responsibilities of Leadership Set the Tone at the Top – The Proof is in Our Actions Management has the added responsibility for demonstrating, through their actions, the importance of high ethical standards. If you are in a leadership position at Morrison Energy Group, you are also expected to meet the following additional responsibilities: create a work environment that recognizes effort, appreciates teamwork, and • Help values mutual respect and open communication. • Never ask an employee to do what you would be prohibited from doing yourself. a resource for employees. Communicate to employees about how the Code and • Bepolicies apply to their daily work. as a role model for the highest ethical standards and work to create and sus• Serve tain a culture that demonstrates care and concern for our colleagues. Take reasonable actions to prevent and identify misconduct and re• Beportproactive. situations that might impact the ability of employees to act ethically on behalf of the Company. prompt action to correct business conduct that is inconsistent with the Code • Take or policies. assistance from other supervisors when unsure of the best response to any • Seek given situation. you supervise agents, representatives, business partners or government service • Ifproviders, ensure that they understand their compliance obligations. Managers should not consider employees’ ethics concerns as threats or challenges to their authority. We want the ethics dialogue to become a natural part of daily work.
When You Have Questions – Reporting Violations of the Code Most questions or concerns you are likely to face can be resolved by working with your supervisor. Your supervisor is most familiar with you and your job and is in the best position to assist you. You also have the option to ask questions or report illegal or suspect activities by contacting any of the following: Risk Manager/Compliance Officer John DeBlieux – (985) 850-1226
Q: Our Supervisor typically does nothing when concerns about potential misconduct are brought to his attention. He has made things difficult for a couple of my co-workers who have raised issues. Now I have a problem: a coworker is doing something wrong. What should I do?
A: Speak up. The Code says that you should report misconduct of which you are aware and that you can do so without fear of retaliation. While starting with your immediate supervisor is often the best way to get concerns addressed, if you do not believe that this is appropriate, you should talk to another member of management, HR or the Compliance Officer.
Chief Operating Officer
Jeffery Lee – (985) 850-1208
Chief Financial Officer
Leroy Guidry – (985) 850-1203
Human Resources Manager Leslie Naquin – (985) 850-1209 You also can call our toll-free Alertline:
What to Expect When You Call the Alertline If you have a concern or see a possible violation, the first place to turn is your supervisor. If you are uncomfortable reporting your concern to your supervisor use the above resources or report it using Morrison Energy Group’s Alert line, 888-274-6501. Calls to this line may be made anonymously. The call will be answered by a professional from Global Compliance, a third party that we have contracted for this purpose. The interviewer will work with you to document the situation in detail. You do not have to give your name, and your call will not be recorded. The information will then be relayed to our Compliance Officer to look into the situation and investigate your concern. If you called anonymously, you can call back to Global Compliance using a reference number and provide more information. Confidentiality for those who report concerns will be maintained to the fullest extent possible. You can also reach the Compliance Officer internally at extension 226. Morrison Energy Group will investigate all reported instances of questionable or unethical behavior. In every instance where improper behavior is found to have occurred, the company will take appropriate action. Remember -- it is always best to resolve problems right away. Little problems tend to turn into big problems; facts become confused; resentment and anger builds up. It is always best to get things off your chest before they get out of hand.
Morrison Energy Group Code of Business Conduct
Protection from Retaliation Regardless of the type of misconduct reported, or the method of reporting that is chosen, Morrison Energy Group will not tolerate any retaliation or retribution against anyone who makes a good faith report of an alleged violation of the Code or policies. We take claims of retaliation seriously. All such claims will be thoroughly investigated and, if substantiated, retaliators will be disciplined up to and including termination. If you believe you have been retaliated against for making a good faith report of alleged Code or policy violations, call the Compliance Officer.
Accountability and Discipline Violating relevant laws, regulations, or this Code, or encouraging others to do so, exposes the Company to liability and puts MEG’s reputation at risk and therefore may result in disciplinary sanctions up to and including termination of employment. If a problem in these areas does arise, your supervisor will coach and counsel you to help develop an effective solution. If, however, you fail to respond to coaching or counseling, or further incidents occur, formal discipline may be necessary. You should understand that violations of laws or regulations may also result in legal proceedings and penalties including, in some circumstances, criminal prosecution.
Do the Right Thing When considering any action, it is wise to ask: Will this build trust and credibility for Morrison Energy Group?
Will it help create a working environment in which Morrison Energy Group can succeed over the long term?
Is the commitment I am making one I can follow through with?
Does what I am doing comply with the Code of Conduct and Company policies?
Would I feel comfortable describing my decision at a staff meeting?
Is this the right thing to do?
The only way we will maximize trust and credibility is by answering “yes” to these questions and by working every day to build trust and credibility.
Working Together Respect in the Workplace Health and Safety Our Standard We aim to provide a safe, secure and healthy work environment where zero injuries are the norm.
Q: A couple of things that we do in my area bother me because they don’t seem safe. Who can I speak to? I’m new here, and don’t want to be considered a troublemaker.
A: Discuss your concerns with your supervisor. There may be very good reasons for the practices. On the other hand, sometimes new eyes see things that more experienced eyes have missed. Raising a concern for safety is not making trouble, it is being responsible. MEG maintains and enforces a strict non-retaliation policy for raising issues like this.
Situations that may pose a safety, health or environmental hazard must be reported immediately. Safety is important in every facet of our business. MEG is committed to maintaining a safe and healthy work environment. It is important for each of us to help maintain safe working conditions for ourselves and for our colleagues. We must all participate in safety training, follow safety standards, and report any safety concerns, accidents, injuries and unsafe conditions.
Employee Responsibilities We can only achieve our goal of a safe, secure and healthy work environment through the active participation and support of all employees. Therefore it is your responsibility to:
• Always wear required safety equipment. • Never tamper with safety equipment or systems. and maintain a work environment that encourages open communication. • Create The more we communicate, the better we can respond to any unsafe or non-compliant situations. sure you are familiar with the laws, regulations, policies, and procedures that • Make apply to your job. your supervisor immediately about any unsafe equipment, or any situation • Notify that could pose a threat to health or safety or damage the environment. • Cooperate in all investigations to determine the cause of incidents. At Morrison Energy Group we do not tolerate:
• Threatening remarks. • Causing physical injury to another. damaging someone else’s property, or acting aggressively in a manner • Intentionally that causes someone else to fear injury. possession of firearms, weapons or explosives on company property • Unauthorized or while on duty. intimidating or coercing fellow employees on or off the premises -- at • Threatening, any time, for any purpose. If you have any safety concerns, including knowledge of violence or the threat of violence or intimidation, it is your responsibility to report it to your supervisor, the Compliance Officer, or HR immediately.
Morrison Energy Group Code of Business Conduct
Protection of the Environment Our Standard We work to protect the natural environment, the health and safety of our employees and the communities in which we operate. We strive to continuously improve our environmental performance through resource conservation and efficient practices. We will measure our environmental performance and work to promote environmentally friendly practices that respect our environment and our natural resources.
Employee Responsibilities Each of us must do our part to help meet MEG’s environmental goals: responsibility for ensuring that our operations meet applicable government • Take and Company standards. handle, transport and arrange for the disposal of raw materials, products and • Safely wastes in an environmentally responsible manner. • Promptly report any breaches of environmental protection laws or MEG’s policies. in all required training so as to develop and improve your skills and • Participate knowledge and perform your job safely and in an environmentally sound manner. For additional information see the Waste Management Policy
Substance and Alcohol Abuse Our Standard MEG is committed to providing a safe and productive work environment. An important part of our effort is to ensure that the workplace is free from use of illegal drugs, the misuse of legal drugs, and the abuse of alcohol. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated. Anyone who is under the influence of illegal drugs or alcohol while conducting business for MEG could create an unsafe work environment and may therefore be subject to discipline.
at work or on Company business, you should be alert, never impaired, and • While always ready to carry out your work duties. at work, you should never be under the influence of controlled substances or • While drugs except medications that do not impair work performance and are prescribed
Q: A colleague that works near me seems to be under the influence of alcohol. But I am not sure. What should I do?
A: This can be a safety issue. The best thing that you can do for everyone, including your co-worker, is to report your concern to your supervisor, or HR.
by a physician. For additional information see the Drug & Alcohol Policy and the Medication in the Workplace Policy
Equal Opportunity, Harassment and Diversity Our Standards It is important that we all work together to be sure that all MEG employees are treated fairly and with respect, regardless of race, color, religion, creed, national origin, ancestry, disability, sex or age. Respect also means never unlawfully discriminating in our hiring, promotion and business dealings. The diversity of MEG employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination of any kind. You should avoid actions that could be viewed as harassment and you should be especially alert to behaviors that may be acceptable in one work environment but not in another.
• Treat all colleagues, business partners, customers and visitors with respect. • Maintain a work environment that is free from harassment and discrimination. possible, speak up and tell a person if you are upset by his or her actions or • Iflanguage, explain why and ask him or her to stop. Make a formal complaint if the matter is serious or a direct approach is not successful.
• Don’t distribute or display offensive material. For additional information see the Employee Handbook
Trust Morrison Energy Group Code of Business Conduct
Business Practices Integrity in the Marketplace Conflicts of Interest Our Standards Conflicts of interest expose our personal judgment and that of MEG to increased scrutiny and criticism and can undermine our credibility and the trust that others place in us. We have a fundamental obligation to make sound business decisions in the best interests of the Company independent of our personal interests. We must not use our position at MEG for inappropriate personal gain or advantage either for us or a member of our family. Any situation that creates, or even appears to create, a conflict of interest between personal interests and the interests of the Company should be avoided. Because it is impossible to describe every potential conflict, each of us must exercise sound judgment, seek advice when appropriate, and adhere to the highest standards of ethics and integrity.
Employee Responsibilities If you become aware of an actual or potential conflict of interest, immediately disclose the situation to your supervisor, the Compliance Officer, or HR. In addition, keep in mind the following:
• Avoid being compromised and avoid even the appearance of conflicts of interest. • When in doubt disclose. • Always make business decisions in the best interest of MEG. aware of how personal activities can lead to potential conflicts, such as accept• Remain ing gifts or hospitality from a supplier. address situations that may put your interests or those of a family member in • Proactively potential conflict with the Company. Conflicts of Interest -Warning Signs Avoid situations where you might be involved in hiring or supervising any close relative. Relatives of current employees may be hired only if they will not be working directly for or supervising a relative or will not occupy a position with authority to affect decisions involving a direct benefit to the relative. Never use your position at MEG or confidential information you have gained through your work, for personal gain. Don’t allow your personal relationships with contractors and suppliers to inappropriately influence business decisions. Don’t give or accept gifts or hospitality without prior approval that might place you under an obligation - or might appear to do so. Remember - All employees as well as anyone acting on behalf of the Company must make business decisions based only on the best interest of MEG. For more information see the Nepotism Policy.
Gifts and Entertainment Our Standard Strong relationships with our business partners are vital to our business but soliciting or accepting gratuities from business partners or customers my violate our policies and create the appearance of favoritism. Even if there is no intent to gain inappropriate influence or advantage, inappropriate gifts may cause embarrassment to the Company and damage our reputation. For these reasons, employees must not receive, solicit, offer or give inappropriate gifts or entertainment that may influence, or be perceived to influence, the recipient’s integrity or independence.
Q: My supervisor’s friend is a piping design consultant. Whenever we need some design work, my supervisor calls her friend and he always gets the job. The friend does a good job, but I’ve always wondered if this is appropriate.
A: Your supervisor’s approach is creating an appearance of a conflict of interest. However, you may not have all the facts. It could be that your manager’s friend is an approved vendor and has gone through all the necessary selection and approval processes. You should discuss this matter with your supervisor, but if doing so might be a problem, contact the Compliance Office.
Employee Responsibilities We recognize there will be times when a current or potential business associate may extend an invitation to attend a social event or participate in hunting or fishing trips in order to further develop your business relationship. As a general rule, gifts and entertainment, including such trips, must never be given or accepted for the purpose of influencing any decision by a customer or business partner. In some limited circumstances such offers may be allowed. But in these cases, the gift must never be intended to inappropriately influence a decision, and they must also meet the following criteria.
• Be in accordance with applicable law and acceptable good business practice, • Be modest and infrequent. • Be acceptable under the policies of the company employing the recipient. Employees shall not accept gifts (whether in the form of cash, services, or any other nature) from a customer, client, supplier, or other business, other than an ordinary social amenity. An ordinary social amenity is a gift of incidental value ($100 or less), which could not possibly suggest that it was given or received in order to influence the employee’s judgment. If the anticipated cost or value of a business gift or entertainment would exceed an amount that would normally be acceptable good business practice, an approval form must be completed and approved by your supervisor and the CEO, COO or CFO. If you are in doubt as to whether the gift or entertainment is acceptable, seek guidance and approval from your supervisor or an executive officer of MEG. Some examples of gifts and entertainment that are generally prohibited are:
• Payments of cash or cash equivalent (gift cards) • Invitations to lavish dinners or other forms of entertainment forms of hospitality, for example luxury resorts or expensive hunting or • Extravagant fishing trips • Paying travel expenses if the trips have no direct connection to a business purpose. • Gifts or entertainment to spouses. Morrison Energy Group Code of Business Conduct
Our Commitment to Quality Our Standard MEG is committed to providing quality services to our customers and business partners. We have a commitment to delivering the right product, the first time, every time. As a consequence of our commitment to providing value to our customers in a responsible way, we also hold our business partners and contractors accountable for complying with our high standards of quality.
Employee Responsibilities MEG’s commitment to quality in our products and services requires that each of us:
• Understands our customers’ needs and is committed to meeting their requirements. to ensure that all deliverables meet the customers’ expected quality levels • Strives and other identified expectations. • Addresses and report any quality issues and concerns. Confidential Information Our Standard Integral to our company’s business success is our protection of confidential company information, as well as nonpublic information entrusted to us by employees, customers and other business partners. Confidential and proprietary information includes such things as pricing and financial data, customer names and addresses or nonpublic information about other companies, including current or potential supplier and vendors. The protection of the personal information of our coworkers is also vital to our continued success and the maintenance of our reputation. Information such as addresses, home phone numbers, salary or medical information, and performance appraisals are private.
must never disclose confidential and nonpublic information without a valid • We business purpose and proper authorization. information about our coworkers should never be shared with anyone who • Private does not have an appropriate business reason for receiving it.
To help protect our sensitive and confidential information:
• Never send confidential information to unattended fax machines or printers. discuss confidential information loudly or openly when others might be able • Never to hear. share MEG’s proprietary information with customers or suppliers without • Never proper approval.
Third Party Confidential Information Our Standard We respect the confidential and proprietary information of third parties, and we do not engage in unethical or illegal means to obtain confidential information or proprietary data belonging to others.
Q: One of our new supervisors recently joined our group. She previously worked for a competitor and yesterday she told us that she had some confidential marketing information from a project she was working on at her last job. The information could be useful to us. Can we use it?
A: No you may not. Our policy is to respect the confidential information of others – including competitors. As a general rule, we must never make use of the confidential proprietary information of another entity, without that entity’s express authorization. And of course, it is always prohibited to use illegal or unethical means such as misrepresentation, deception, espionage, or bribery to solicit or obtain confidential or proprietary information of competitors.
should not accept or review confidential information belonging to others with• You out a written confidentiality agreement. distribution and handling of confidential information belonging to others that • isThelegally obtained should be given at least the same protection as our own confidential information. If you come across confidential information of a customer or competitor, you • should prevent further disclosure of such information and report the fact to the Compliance Officer.
• Never solicit confidential information of any third party. Insider Trading: It is illegal to trade stocks or securities or to tip others who then trade based on that information when the information is non-public and material. If you have questions about insider trading, contact the Compliance Officer.
Protecting Our Assets Our Standard All physical property including equipment and supplies, must be protected from misuse, damage, theft, or other improper handling and only used for its intended purpose. Occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace. Removing borrowed tools from MEG locations may be done only with prior management approval.
the machines you need to use to perform your duties. Good care of • Understand any machine that you use during the course of your employment, as well as the conservative use of supplies, will benefit you and MEG. and those who represent MEG are trusted to behave responsibly and • Employees use good judgment to conserve company resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use. employees and anyone acting for or on behalf of MEG must preserve the con• Allfidentiality of the Company’s proprietary and confidential information and data, including intellectual property, and ensure that it is kept secure.
Morrison Energy Group Code of Business Conduct
Proper Use of Our Information System Our Standard Our computers, email, networks and communications systems are Company property and are intended for business purposes only. Occasional, incidental, appropriate personal use of email and phones are permitted if it does not interfere with the performance of your work.
you should not use company equipment in the conduct of an outside • Generally, business or in support of any religious, political or other outside activity, except for company-requested support to nonprofit organizations. unsolicited bulk email, chain letters or joke emails from a Company email • Sending account is prohibited. email system should not be used for personal commercial purposes or any • The illegal purposes, or for the creation or distribution of any disruptive or offensive messages. order to protect the interests of the MEG network and our fellow employees, we • Inreserve the right to monitor or review all data and information contained on an employee’s Company-issued computer or electronic device, the use of the Internet or Company’s intranet.
For further guidance, see the Email and Internet Access Policy.
Accurate Books and Records Our Standard Our books, records and accounts must always be prepared honestly and in accordance with applicable legal requirements. This pertains to all books, records and information in any medium, including hard copies, electronic records, emails, video, backup tapes, and other media. All financial information must be correct and in accordance with generally accepted accounting principles. It is never acceptable to create false or misleading records or otherwise conceal the truth from MEG’s management, auditors, or regulators. We must not improperly influence, manipulate or mislead any authorized audit, nor interfere with any auditor engaged to perform an internal independent audit of MEG books, records, processes or internal controls. Falsification of company records is never tolerated and violators will be subject to discipline up to and including termination. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records. We must also maintain essential information used for reporting, auditing, and other critical purposes in a recoverable format and it must be managed securely throughout the information’s life cycle.
• Always store and preserve records so that they are safe and protected. • Properly classify and store records in accordance with our policies. • Dispose of books and records only in accordance with our policies. you become aware of litigation, investigations, or audits suspend all record • Ifdestruction. change jobs or leave MEG, be sure to transfer custody of all relevant books • Ifandyourecords. should inform their supervisor or the Compliance Officer if they learn • Employees that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication.
Morrison Energy Group Code of Business Conduct
Global Compliance The Letter and Spirit of the Law Fair Competition and Anti-trust Our Standard MEG believes in free and fair markets. We compete in a legal and ethical manner on the basis of the quality of our services. We are committed to compliance with fair competition and anti-trust laws that apply in the markets in which we operate.
Q: I am confused about anti-
These laws are intended to prohibit practices that restrain trade or unduly limit free and fair competition. They often include provisions against conspiracies to fix prices as well as attempts to achieve or maintain monopoly power.
A: These issues can be very
Remember: Fair competition and anti-trust laws are complex and can have an impact on MEG’s business in many ways including with regard to its suppliers and sales. Violation of the rules can have serious consequences for the Company as well as for anyone acting on our behalf.
not enter into agreements with customers, suppliers, competitors or others that • Do are intended to unfairly limit competition. disparage competitors. When publicly commenting on competitors, limit • Never your comments to factual information. not share information with a competitor about our customers, pricing or market • Do strategies. • Don’t discuss any aspect of bidding with any of our competitors. • Never discriminate unfairly in terms of price or services between similar customers. you are unsure of appropriate practices consult with the Compliance Officer for • Ifadditional information and clarification.
trust issues. What do I need to know or do?
complicated. The main message to remember is that agreements or concerted practices that restrict competition are prohibited. Fortunately most employees are not likely to be involved in anti-trust issues, but if in doubt about your role or what to do you should talk to your supervisor or the Compliance Officer.
I have, without asking, received sensitive pricing information from one of our competitors. What should I do?
A: You should contact the Com-
Bid Rigging Bid rigging is coordination between competitors on prices or other terms in tenders, allocation of tenders, or coordination of behavior in tender procedures. Bid rigging is prohibited. You should not:
• Allocate tenders with competitors. • Agree that a potential bidder shall abstain from submitting a tender. • Coordinate prices, calculations or terms in a tender procedure.
pliance Officer without delay and before any further action is taken. It is important that once such information is received, we demonstrate respect for anti-trust laws and that we make clear that we expect other market players to do the same. This requires appropriate action that can only be decided on a case-by-case basis and may include sending a letter to the competitor.
Political and Charitable Contributions Our Standard Contributions to political parties, candidates and campaigns for public office made on behalf of MEG must be authorized in writing by the executive officer of MEG. MEG employees who wish to make contributions to political parties, candidates or campaigns for public office must do so in their own name, on their own behalf and not as representatives of the Company. We are opposed to any charitable contribution made with the intent to exert improper influence.
will not solicit contributions nor distribute non-work related materials during • We work hours. contributions on behalf of MEG must be approved in advance by the • Charitable Compliance Officer. must never make a charitable contribution with the intent to improperly influ• You ence someone. charitable contributions made on behalf of the Company must be accurately • Allrecorded in the Company’s books and records.
Corruption and Anti-Bribery Our Standard MEG is firmly opposed to all forms of bribery and corruption and will comply with anticorruption laws and regulations that are applicable everywhere we do business. Any form of bribery and corruption will harm the Company and our reputation in the market place and will not be tolerated.
Employee Responsibilities MEG has a zero tolerance policy on corruption and bribery. Employees must never: or give anything of value to an agent, representative, intermediary or em• Offer ployee of another company or a public official to influence any action in connection with the recipients’ position or in relation to that company’s affairs or business. or give any improper advantages such as improper commissions, brokerages, • Offer kickbacks, rebates or other compensation to an agent, representative, intermediary or employee of another company or a public official.
Morrison Energy Group Code of Business Conduct
MEG employees must:
• with the commercial bribery laws of the countries in which they conduct • Comply business or work.
Always deal with other companies fairly, openly and honestly, and not in a corrupt manner.
Facilitation payments A facilitation payment is a payment made to induce public officials to perform their functions or services to which a person will have legal or other entitlement. MEG does not make facilitation payments to any public officials anywhere in the world.
Retention of Third Parties Our Standard MEG will only do business with third parties that conduct business ethically and do not subject MEG to criminal or other liability or cause the Company reputational harm. MEG will therefore conduct due diligence on third parties to ensure that their reputation, background and abilities are appropriate and meet our ethical standards. Conducting due diligence will minimize MEG’s risk by helping to avoid relationships which may implicate MEG through the misconduct of its business partners.
Employee Responsibilities No employees should contractually bind MEG to another party until such party has been through the appropriate due diligence and approval procedures. not conduct business with a supplier, business partner or other third parties that • Do may subject MEG to criminal or other liability or cause reputational harm. that appropriate due diligence have been conducted before binding MEG • Ensure contractually with a supplier, business partner, agent or other third party. must not do anything through another party acting on our behalf that we are • We not allowed to do ourselves. If you become aware of any unethical business conduct by an MEG supplier or provider of services, contact the Compliance Officer.
Q: I have sent a visa application to an embassy, but it has been there for a long time and I now need to travel to that country. I have been told that the embassy may expedite my application if I pay one of the employees there a modest amount. Can I go ahead with such payment?
A: No, you cannot. This is facilitation payment, which is not acceptable under the Code and illegal in some of the countries in which we operate.
Q: What if I am threatened and forced to provide payment of a bribe? What is MEG’s position?
A: When a payment is extorted by a public official by threat of imminent bodily harm to an employee or member of the employee’s family, the employee may make the payment that is demanded. However, any such extortion payment must be reported immediately to the Compliance Officer. Without exception, any such extortion payment must be reflected accurately in the Company’s books and records.
Morrison Energy Group Code of Business Conduct
Certificate of Compliance All employees acting on behalf of Morrison Energy Group shall when commencing employment or entering into a contract with Morrison Energy Group, and annually thereafter certify that: I have read and understood the Code, I have not violated the Code, and I have no knowledge of any violations of Code without having notified my supervisor, the Compliance Officer or Human Resources. I understand that violations of this Code, policies, applicable laws and regulations may result in disciplinary actions, including termination of employment.