UN-PwC Survey - Corp Compliance Policies of Fortune 500 - 2008

Section 3.
1
Table 1-100
1 Wal-Mart Stores 26 Deutsche Bank 51 Tesco 76 Telefónica
2 Exxon Mobil 27 ENI 52 E.ON 77 UniCredit Group
3 Royal Dutch Shell 28 Bank of America Corp. 53 Verizon Communications 78 BMW
4 BP 29 AT&T 54 Nippon Telegraph & Telephone 79 Procter & Gamble
5 Toyota Motor 30 Berkshire Hathaway 55 Deutsche Post 80 CVS Caremark
6 Chevron 31 UBS 56 Metro 81 UnitedHealth Group
7 ING Group 32 J.P. Morgan Chase & Co. 57 Nestlé 82 Hyundai Motor
8 Total 33 Carrefour 58 Santander Central Hispano Group 83 U.S. Postal Service
9 General Motors 34 Assicurazioni Generali 59 Statoil Hydro 84 France Télécom
10 ConocoPhillips 35 American International Group 60 Cardinal Health 85 Vodafone
11 Daimler 36 Royal Bank of Scotland 61 Goldman Sachs Group 86 SK Holdings
12 General Electric 37 Siemens 62 Morgan Stanley 87 Kroger
13 Ford Motor 38 Samsung Electronics 63 Petrobras 88 Nokia
14 Fortis 39 ArcelorMittal 64 Deutsche Telek om 89 ThyssenKrupp
15 AXA 40 Honda Motor 65 Home Depot 90 Lukoil
16 Sinopec 41 Hewlett-Packard 66 Peugeot 91 Toshiba
17 Citigroup 42 Pemex 67 LG 92 Repsol YPF
18 Volkswagen 43 Société Générale 68 Électricité de France 93 Boeing
19 Dexia Group 44 McKesson 69 Aviva 94 Prudential
20 HSBC Holdings 45 HBOS 70 Barc lays 95 Petronas
21 BNP Paribas 46 International Business Machines 71 Fiat 96 AmerisourceBergen
22 Allianz 47 Gaz prom 72 Matsushita Electric Industrial 97 Suez
23 Crédit Agricole 48 Hitachi 73 BASF 98 Munich Re Group
24 State Grid 49 Valero Energy 74 Credit Suis se 99 Costco W holesale
25 China National Petroleum 50 Nissan Motor 75 Sony 100 Merrill Lynch
UNODC in Cooperation with PricewaterhouseCoopers Austria

Section 3.1
Table 101-200
101 Robert Bosch 126 W ells Fargo 151 GlaxoSmithKline 176 Sprint Nextel
102 Target 127 EADS 152 Caterpillar 177 Best Buy
103 Aegon 128 Dow Chemical 153 Veolia Environnement 178 Sanofi-Aventis
104 State Farm Insurance Cos. 129 MetLife 154 AEON 179 Franz Haniel
105 WellPoint 130 Mitsubishi 155 Bayer 180 Dai-ichi Mutual Life Insurance
106 Dell 131 A.P. Møller-Mærsk Group 156 Medc o Health Solutions 181 Novartis
107 Johnson & Johnson 132 Hon Hai Precision Industry 157 Supervalu 182 Mizuho Financial Group
108 Marathon Oil 133 Indus trial & Commercial Bank of China 158 Archer Daniels Midland 183 BHP Billiton
109 Enel 134 Banco Bilbao Vizcaya Argentaria 159 China Life Insurance 184 PepsiCo
110 Saint-Gobain 135 PTT 160 Telecom Italia 185 Landesbank Baden-Württemberg
110 Lloyds TSB Group 136 Microsoft 161 Fannie Mae 186 Koç Holding
112 CNP Assurances 137 Royal Ahold 162 Freddie Mac 187 Bank of China
113 Lehman Brothers Holdings 138 Sears Holdings 163 Deutsche Bahn 188 Intel
114 RWE 139 Groupe Auchan 164 Safeway 189 Canon
115 Nippon Life Insurance 140 Mitsui 165 Nippon Steel 190 Altria Group
116 Indian Oil 141 Seven & I Holdings 166 BT 191 Bunge
117 Nippon Oil 142 United Parcel Service 167 Volvo 192 Tyco International
118 Mitsubishi UFJ Financial Group 143 Pfizer 168 Sunoco 193 Gaz de France
119 Renault 144 Intesa Sanpaolo 169 Vinci 194 Royal Bank of Canada
120 Wac hovia Corp. 145 Lowe's 170 Lockheed Martin 195 Kraft Foods
121 Zurich Financial Services 146 Tokyo Electric Power 171 China Construction Bank 196 Commerzbank
122 Unilever 147 Rabobank 172 Bouygues 197 Royal Philips Electronics
123 United Technologies 148 China Mobile Communications 173 Sumitomo Mitsui Financial Group 198 Allstate
124 Groupe Caisse d'Épargne 149 Fujitsu 174 NEC 199 KFW Bankengruppe
125 Walgreen 150 Time Warner 175 Roche Group 200 Motorola

Section 3.1
Table 201-300
201 Marubeni 226 China Southern Power Grid 251 Suzuki Motor 276 Bridgestone
202 Legal & General Group 227 Sabic 252 DuPont 277 CRH
203 Rosneft Oil 228 Woolworths 253 Scottish & Southern Energy 278 Shinhan Financial Group
204 Banco Bradesco 229 DZ Bank 254 George Weston 279 Woori Financ e Holdings
205 Foncière Euris 230 Manulife Financial 255 Mazda Motor 280 News Corp.
206 Reliance Industries 231 Centrica 256 ABB 281 BAE Systems
207 Walt Disney 232 Millea Holdings 257 Sinochem 282 Banco do Brasil
208 J. Sainsbury 233 SNCF 258 Endesa 283 Améric a Móvil
209 Swiss Reinsurance 234 American Express 259 Baosteel Group 284 PPR
210 Mitsubishi Electric 235 CVRD 260 TUI 285 Mitsubishi Heavy Industries
210 National Australia Bank 236 Sumitomo 261 Sharp 286 Hutchison Whampoa
212 Denso 237 Northrop Grumman 262 Idemitsu Kosan 287 Bharat Petroleum
213 KBC Group 238 Danske Bank Group 263 Rio Tinto Group 288 China Telecommunications
214 FedEx 239 La Poste 264 Vivendi 289 L.M. Ericsson
215 Nippon Mining Holdings 240 Hess 265 AstraZeneca 290 Hindus tan Petroleum
216 Ingram Micro 241 Wolseley 266 Anglo Americ an 291 Aetna
217 Sysco 242 Meiji Yasuda Life Insurance 267 GS Holdings 292 Flextronics International
218 Cisco Systems 243 KDDI 268 New York Life Insurance 293 Coles Group
219 Johnson Controls 244 GMAC 269 Sumitomo Life Insurance 294 TIAA-CREF
220 Honeywell International 245 Korea Electric Power 270 ACS 295 OMV Group
221 Prudential Financial 246 JFE Holdings 271 Power Corp. of Canada 296 General Dynamic s
222 Air France-KLM Group 247 Samsung Life Insurance 272 Xstrata 297 Bayerische Landesbank
223 Agricultural Bank of China 248 Comcast 273 Itaúsa-Investimentos Itaú 298 Tyson Foods
224 POSCO 249 Alcoa 274 Adecco 299 HCA
225 Old Mutual 250 Lufthansa Group 275 Coca-Cola 300 Cathay Financ ial Holdings

Section 3.1
Table 301-400
301 Enterprise GP Holdings 326 Australia & New Zealand Banking 351 National Grid 376 Holcim
302 Cosmo Oil 327 3M 352 Countrywide Financial 377 Hochtief
303 China FAW Group 328 Rite Aid 353 Tech Data 378 Hyundai Heavy Industries
304 Mac y's 329 Hanwha 354 Nordea Bank 379 Raytheon
305 Delphi 330 Softbank 355 L'Oréal 380 State Bank of India
306 Delhaize Group 331 GasTerra 356 China Railway Construction 381 Wyeth
307 Magna International 332 Merck 357 Surgutneftegas 382 International Paper
308 Travelers Cos. 333 Lafarge 358 Schlumberger 383 Sumitomo Electric Industries
309 Liberty Mutual Insuranc e Group 334 Deere 359 McDonald's 384 Electronic Data Systems
310 William Morrison Supermarkets 335 Oil & Natural Gas 360 Publix Super Markets 385 China State Construction
311 Hartford Financial Services 336 Bank of Nova Scotia 361 Norinchukin Bank 386 Onex
312 Abbott Laboratories 337 Apple 362 Michelin 387 KT
313 Cepsa 338 Alstom 363 Asustek Computer 388 Tesoro
314 Groupama 339 Iberdrola 364 Nationwide 389 Cemex
315 Tata Steel 340 Alliance Boots 365 Edeka Zentrale 390 Standard Chartered Bank
316 Bertelsmann 341 China Railway Group 366 AMR 391 Chubu Electric Power
317 Mitsubishi Chemical Holdings 342 Schneider Electric 367 Toronto-Dominion Bank 392 Accenture
318 Was hington Mutual 343 East Japan Railway 368 Evonik Industries 393 EnCana
319 Commonwealth Bank of Australia 344 Quanta Computer 369 Continental 394 Arcandor
320 Humana 345 Aisin Seiki 370 MAN Group 395 Formosa Petrochemical
321 Mas sachusetts Mutual Life Insurance 346 Christian Dior 371 Japan Tobacco 396 Vattenfall
322 Itochu 347 Kansai Electric Power 372 Nippon Yusen 397 Otto Group
323 Fujifilm Holdings 348 Poste Italiane 373 Shanghai Automotive 398 COFCO
324 CPC 349 Noble Group 374 Northwestern Mutual 399 Constellation Energy
325 Alcatel-Lucent 350 Mitsubishi Motors 375 Emerson Electric 400 Canadian Imperial Bank of Commerce

Section 3.1
Table 401-500
401 Compass Group 426 China Communications Construction 451 Kobe Steel 476 Aluminum Corp. of China
402 Wes tpac Banking 427 Bristol-Myers Squibb 452 TJX 477 PKN Orlen Group
403 Coca-Cola Enterprises 428 Finmeccanica 453 Eli Lilly 478 Britis h Airways
404 SHV Holdings 429 J.C. Penney 454 Bank of Montreal 479 Toyota Industries
405 China Ocean Shipping 430 Petro-Canada 455 Akzo Nobel 480 China Metallurgical Group
406 Sberbank 431 Inbev 456 Murphy Oil 481 Bombardier
407 Stora Enso 432 Mediceo Paltac Holdings 457 Express Scripts 482 Bank of Ireland Group
408 CFE 433 Sun Life Financial 458 Kimberly-Clark 483 Linde Group
409 China National Offshore Oil 434 Komatsu 459 Sanyo Electric 484 Galp Energia
410 Goodyear Tire & Rubber 435 Japan Airlines 460 Marks & Spencer 485 ZF Friedrichshafen
411 Skanska 436 Whirlpool 461 Kookmin Bank 486 Royal KPN
412 China Minmetals 437 Jardine Matheson 462 Oracle 487 DirecTV Group
413 Manpower 438 Ricoh 463 Mapfre Group 488 Eiffage
414 Nationwide Building Society 439 Staples 464 Carso Global Telecom 489 Xerox
415 T&D Holdings 440 Fomento de Construcciones 465 AutoNation 490 CHS
416 Plains All American Pipeline 441 Delta Air Lines 466 Loews 491 Heineken Holding
417 U.S. Bancorp 442 Swiss Life 467 Premafin Finanziaria 492 LyondellBasell Indus tries
418 Energie Baden-W ürttemberg 443 Capital One Financial 468 Henkel 493 SABMiller
419 Standard Life 444 Exelon 469 Freeport-McMoRan Copper & Gold 494 Mitsui OSK Lines
420 Oc cidental Petroleum 445 Migros 470 Cie Nationale à Portefeuille 495 United States Steel
421 Crédit Indus triel & Commercial 446 Royal Mail Holdings 471 Skandinaviska Ens kilda Banken 496 Weyerhaeuser
422 UAL 447 Erste Bank 472 Norsk Hydro 497 Isuzu Motors
423 Groupe Danone 448 Telstra 473 Sodexo 498 Thales Group
424 Grupo Ferrovial 449 Kingfisher 474 Cigna 499 Lenovo Group
425 British Americ an Tobacco 450 Mitsui Sumitomo Insurance 475 Samsung C&T 500 Fluor

Section 3.2 - Fortune Global 500 • Volume 1
1. Wal-Mart Stores
Statement of Ethics 1 provides false or suspicious information, or is anxious to avoid reporting or

recordkeeping requirements.
Anti-Corruption
• Unusually favorable payment terms or unusual fund transfers to or from foreign
We believe in fair, free and open markets, and in promoting good government. We do countries unrelated to the transaction.
not tolerate, permit, or engage in bribery, corruption, or unethical practices of any kind.
Bribery of public officials in the U.S. and abroad is illegal under both U.S. law and the • Structuring a transaction to avoid requirements, such as conducting multiple
local law of the countries in which we operate. Wal -Mart’s policy goes beyond these transactions below the reportable threshold amounts.
legal requirements and prohibits corrupt payments in all circumstances, whether in
dealings with public officials or individuals in the private sec tor.
You must follow our rules concerning acceptable forms of payment. For further
Specifically, the Global Anti-Corruption Policy prohibits us from paying, promising, guidance on this topic, please consult with your local Legal Department.
offering, or authorizing a payment, directly, indirectly, or through a third party, money
or anything of value to a government official or political party for the purpose of Gifts and entertainment
influencing an official act or decision in order to obtain or retain business or secure an Accepting gifts and entertainment can cause a conflict of interest, or the appearance
improper advantage. The term “government official” includes any person acting in an of a conflict between personal interests and professional responsibility. The Wal-Mart
official capacity for or on behalf of a government or governmental agency or culture is to never accept gifts or entertainment from any supplier, potential supplier,
department, including a business with government ownership (for example, a national government, or any person the associate has reason to believe may be seeking to
oil company); a public international organization (for example, the U.N. or World influence business decisions or transactions. Associates also may not accept a gift or
Bank); or a political party or candidate for political office. Even when local practices or gratuity from a customer for work performed by the associate in a store or club, except
customs allow behavior that violates our Anti-Corruption Policy, it is not acceptable for as required by local or national policy.
us to do so.
We may not accept items donated to Wal-Mart by suppliers for the purpose of raising
Anti-money laundering funds for charities or non-profit organizations. Also, we should not accept or approve
We’re committed to complying fully with all applicable money-laundering laws of them making donations on behalf of Wal-Mart.
throughout the world. We must comply with all applicable laws prohibiting money Our policy of declining all gifts and entertainment stems from our value of maintaining
laundering. Some countries also have laws related to the reporting of cash or other Every Day Low Costs. Since such gifts and entertainment increase the cost of doing
suspicious transactions that we must obey. business, we help our suppliers to give us low costs on products by not expecting the
Be alert to the following activities: gifts and entertainment they may have to spend on other customers. We recognize, as
a global company, we may encounter situations where local practices will come into
• The types of payments that have become associated with money laundering, play. The Global Ethics Office will review these situations on a case-by-case basis.
such as: multiple money orders, travellers checks, or large amounts of cash.
When you are establishing a new business relationship, make sure all parties are
• A customer or other third party who is reluctant to provide complete information, aware of our policy regarding gifts and entertainment. In some countries where gift
1 Source: http://walmartstores.com /download/2032.pdf
12 UNODC in Cooperation with PricewaterhouseCoopers Austria

giving is a custom or tradition, you should politely explain this policy to your customers • Call the Global Ethics Office
and suppliers, especially prior to holiday gift-giving periods, in order to establish
Wal-Mart has a Global Ethics Helpline, which is available to associates around
expectations. Also, be aware of what policies your suppliers or other business
the world 24 hours a day, seven days a week, and is equipped to handle most
partners may have in place about this issue and take them into consideration.
local languages. The Helpline is staffed by an organization not affiliated with Wal-
Occasionally, there may be times when returning a gift would be impractical or Mart, and to the extent possible (and in conformity with local regulations), callers
embarrassing. In those rare instances, accept the gift on behalf of the company, report may not have to give their name. In all cases, associate privacy will be respected
it to your manager, and give the gift to the in-country Ethics Committee or the Wal- to the fullest extent possible under the law. The operator will relay the information
Mart Foundation. If either of those options are not possible, find a fair way to distribute to the Global Ethics Office, and will provide the associate with a case number and
the gift equally among the members of your department. You should immediately tell callback date if desired. Global Ethics Office phone numbers are located in the
your manager or the Global Ethics Office about any gift you’ve been offered or back of this tool.
received if you feel that gift might be a violation of our company’s policy. If you have
• Call your local Ethics Committee
any questions about gifts and entertainment, you should seek assistance from your
manager, the in-country Ethics Committee, or the Global Ethics Office. U.S.A., Puerto Rico and Canada = 1-800-WM-ETHIC
[1-800-963-8442]
You should always be aware of how the act of accepting a gift or gratuity might be
Canada (French) = 1-800-805-9121
perceived by the public, by other suppliers, or by other associates. When dealing with
(Specific phone numbers for all countries are listed in the back of this tool.)
external businesses, you should ask yourself, “Would this business be offering me this
gift or gratuity if I wasn’t employed by Wal-Mart?” If the answer is “no” or is unclear, • Contact the Global Ethics Office by mail, e-mail, or on the Internet
you should not enter into the transaction.
Mail
How to raise a business conduct concern Wal-Mart Stores, Inc.
Attn: Global Ethics Office
Wal-Mart provides a variety of resources you can turn to when you need to raise a
702 SW 8th Street
question or concern. Depending on the nature of the concern, it may be easiest to talk
Bentonville, AR 72716-0860
to the person responsible directly about your concerns, providing them an opportunity
E-mail
to clarify their conduct. If you don’t feel comfortable handling the situation yourself, or
ethics@wal-mart.com
if you believe the misconduct involves a legal issue, you should consult one of the
Internet
following resources:
walmartethics.com
• Use the Open Door Communications process
The Open Door Communications process is the most direct way to voice any
Discipline for violations
concern to a manager. If you believe your immediate manager is involved in the
problem, discuss the issue with the next level of management who is not Appropriate disciplinary action, up to and including termination, may be taken against
involved, or use one of the other resources described below. any associate whose conduct violates this Statement of Ethics or applicable laws and
regulations, including the Guiding Principles.

2. Exxon Mobil
2007 Corporate Citizenship Report 1 Reporting Suspected Violations
ethics The Corporation provides a number of mechanisms to employees for reporting

suspected violations, including a hotline phone number and mailing address.
ExxonMobil complies with all governmental laws, rules, and regulations applicable to Correspondence is handled by a Hotline Steering Committee, comprised of security,
our business. We expect employee candor at all levels and adherence to company audit, law, and human resources personnel, and reported to the Audit Committee on a
policies and controls. Employees are responsible for reporting suspected violations of quarterly basis. We expect persons responding to employee questions, concerns,
law or corporate policy to management. Each year, our employees are required to complaints, and suggestions to use discretion to maintain confidentiality and protect
confirm that they have read and are familiar with the policies set forth in our Standards anonymity to the greatest extent possible. No action can be taken or threatened
of Business Conduct. We conduct detailed training on the Standards on a regular against any employee for asking questions, voicing concerns, or making complaints in
basis to ensure that employees understand company expectations. conformance with company procedures.
Our Standards of Business Conduct include a Code of Ethics and Business Conduct,
which outlines our policies to prevent bribery and corruption. It includes clear guidance
on ethics, gifts and entertainment, conflicts of interest, antitrust, and directorship
policies. Responsibilities for authorizing, approving, and recording financial
Standards of Business Conduct²
transactions are appropriately segregated to reduce risks. All payments to third parties
are expected to comply with the Foreign Corrupt Practices Act and our Guidelines for gifts and entertainment policy
Payment to Third Parties.
It is the policy of Exxon Mobil Corporation to base commercial decisions on
Investigations of Potential Policy Violations commercial criteria. That policy serves the Corporation's business interests and
fosters constructive relationships with organizations and individuals doing business, or
Internal auditors and management investigate suspected violations of law, business
seeking to do business, with the Corporation. In many cultures, those constructive
practices, or internal control procedures, which include conflicts of interest, exceeding
relationships may include incidental business gifts and entertainment. Directors,
transaction authority limits, falsified expense reports, misuse of company assets and
officers, and employees providing or receiving third party gifts and entertainment in
credit cards, and petty theft. Potential cases of non-compliance are identified through
their corporate capacities are expected to exercise good judgment in each case,
internal control procedures, supervisory reviews, hotline calls, and employee or third -
taking into account pertinent circumstances, including the character of the gift or
party tips. Each case is thoroughly investigated through document reviews and
entertainment; its purpose; its appearance; the positions of the persons providing and
interviews. Confidentiality is maintained throughout the process, and results are
receiving the gift or entertainment; the business context; reciprocity, and applicable
reviewed with audit personnel and business management to determine appropriate
laws and social norms.
action.
All expenditures for gifts and entertainment provided by the Corporation must be
Violations by employees lead to disciplinary actions up to, and including, separating
accurately recorded in the books and records of the Corporation
from the company. Significant matters are reported to the Audit Committee of the
Board of Directors. The Board makes no exception for cases involving an executive
officer or director.
1 Source: http://www.exxonmobil.com/Corporate/files/Corporate/community_ccr_2007.pdf
²Source: http://www.exxonmobil.com/corporate/about_operations_sbc.aspx

procedures and open door communication Employees may also address communications to individual nonemployee directors or
to the nonemployee directors as a group by writing them at Exxon Mobil Corporation,
Exxon Mobil Corporation encourages employees to ask questions, voice concerns,
5959 Las Colinas Boulevard, Irving, Texas 75039, U.S.A., or such other addresses as
and make appropriate suggestions regarding the business practices of the
the Corporation may designate and publish from time to time.
Corporation. Employees are expected to report promptly to management suspected
violations of law, the Corporation's policies and the Corporation's internal controls, so Employees wishing to make complaints without identifying themselves may do so by
that management can take appropriate corrective action. The Corporation promptly telephoning 1-800-963-9966 or 1-972-444-1990, or by writing the Global Security
investigates reports of suspected violations of law, policies, and internal control Manager, Exxon Mobil Corporation, P. O. Box 142106, Irving, Texas 75014, U.S.A., or
procedures. such other telephone numbers and addresses as the Corporation may designate and
publish from time to time. All complaints to those telephone numbers and addresses
Management is ultimately responsible for the investigation of and appropriate
concerning accounting, internal accounting controls, or auditing matters will be
response to reports of suspected violations of law, policies, and internal control
referred to the Audit Committee of the Board of Directors of the Corporation.
procedures. Internal Audit has primary responsibility for investigating violations of the
Corporation's internal controls, with assistance from others, depending on the subject All persons responding to employees' questions, concerns, complaints, and
matter of the inquiry. The persons who investigate suspected violations are expected suggestions are expected to use appropriate discretion regarding anonymity and
to exercise independent and objective judgment. confidentiality, although the preservation of anonymity and confidentiality may or may
not be practical, depending on the circumstances. For example, investigations of
Normally, an employee should discuss such matters with the employee's immediate
significant complaints typically necessitate revealing to others information about the
supervisor. Each supervisor is expected to be available to subordinates for that
complaint and complainant. Similarly, disclosure can result from government
purpose. If an employee is dissatisfied following review with th e employee's immediate
investigations and litigation.
supervisor, that employee is encouraged to request further reviews, in the presence of
the supervisor or otherwise. Reviews should continue to the level of management No action may be taken or threatened against any employee for asking questions,
appropriate to resolve the issue. voicing concerns, or making complaints or suggestions in conformity with the
procedures described above, unless the employee acts with willful disregard of the
Depending on the subject matter of the question, concern or suggestion, each
truth.
employee has access to alternative channels of communication, for example, the
Controller's Department; Internal Audit; the Human Resources Department; the Law Failure to behave honestly, and failure to comply with law, the Corporation's policies,
Department; the Safety, Health and Environment Department; the Security and the Corporation's internal controls may result in disciplinary action, up to and
Department; and the Treasurer's Department. including separation.
Suspected violations of law or the Corporation's policies involving a director or No one in the Corporation has the authority to make exceptions or grant waivers to the
executive officer, as well as any concern regarding questionable accounting or Corporation's foundation policies. It is recognized that there will be questions about
auditing matters, should be referred directly to the General Auditor of the Corporation. the application of the policies to specific activities and situations. In cases of doubt,
The Board Affairs Committee of the Board of Directors of the Corporation will initially directors, officers, and employees are expected to seek clarification and guidance. In
review all issues involving directors or executive officers, and will then refer all such
issues to the Board of Directors of the Corporation.

those instances where the Corporation, after review, approves an activity or situation,
the Corporation is not granting an exception or waiver but is determining that there is
no policy violation. If the Corporation determines that there is or would be a policy
violation, appropriate action is taken.

3. Royal Dutch Shell
Sustainability Report 2007 1 HELPING STAFF AND PARTNERS LIVE BY OUR PRINCIPLES
FROM GOVERNMENT PAYMENTS TO SOCIAL BENEFITS Since 2005, we have had a global helpline and website for staff and business partners
to report concerns confidentially and get advice on any suspected infringements of the
Our industry makes a major contribution to government finances. In 2007, Shell law or our Business Principles. The helpline is managed by an independent external
collected over $79 billion in excise duties and sales taxes on their behalf. We also specialist and available 24 hours a day, all year round. Nearly 40% of all suspected
paid governments over $19 billion in corporate taxes and $1.8 billion in royalties. infringements were reported through the helpline in 2007. Staff made line
In energy-producing countries, these royalties are often the main source of management or human resources departments aware directly of the remaining 60%.
government revenue. Managed well, these funds can bring broad economic and social We provide online and face-to-face training in key areas, including bribery and
development. Managed poorly, the money can stimulate corruption, social inequality corruption, and compliance with competition laws. By the end of 2007, nearly 20,000
and conflict. While the responsibility for turning these funds into social benefits lies staff had been through competition law training. We also began training to help staff
with host governments, we can help. understand what the Code of Conduct (launched in 2006) requires of them. This
One way is by following our policy of zero tolerance of bribes and fraud (see page 32). included rolling out mandatory online training across the company during 2007,
We recognise we have a responsibility to set a good example by not feeding a culture designed to help employees put our Business Principles into practice. The training
of local corruption when tendering work to local suppliers or competing for government included a number of real-life scenarios to demonstrate dilemmas that employees may
contracts. Another way is to support governments’ efforts to tackle corruption in the encounter in their daily work and how to deal with them.
public sector. We are strong supporters of the Extractive Industries Transparency
Initiative (EITI), sitting on its board and supporting national programmes in Azerbaijan,
Cameroon, Gabon, Kazakhstan and Nigeria. EITI requires mining and oil companies
to publish their payments to host governments and encourages those governments to
Shell Code of Conduct²
be open and accountable for how the funds are spent. In 2007, we again reported the
payments we made to the Nigerian Government from Shell-run operations (see page Bribery and Corruption
24). We see the need for the EITI only growing as new competitors pursue business in
The direct or indirect offer, payment, soliciting or acceptance of bribes or facilitation
Africa and Asia.
payments in any form is unacceptable.
BEHAVING WITH INTEGRITY
Shell employees must never accept or give a bribe, facilitation payment, kickback or
At the heart of our Business Principles are three core values: honesty, integrity and other improper payment for any reason.
respect for people. Business integrity, in practice, means something clear and simple:
Shell has a clear position on bribery and corruption: Shell employees do not offer or
zero tolerance of bribes and fraud, including facilitation payments. Cases of bribery
accept bribes. The direct or indirect offer, payment, soliciting or acceptance of bribes
and fraud are reported to the Audit Committee of the Board of Royal Dutch Shell plc.
in any form (including favours) by our employees, is unacceptable. Shell promotes its
In 2007, 112 violations were reported. As a result, we ended our relationship with
policy on bribery and corruption amongst its business partners, including joint
151staff and contractors.
ventures, contractors and suppliers.
1 Source: http://www-static.shell.com/static/responsible_energy/downloads/sustainability_reports/shell_sustainability_report_2007.pdf
²Source: http://www-static.shell.com/static/aboutshell/downloads/who_we_are/code_of_conduct/english.pdfj

Shell complies with all national and international laws and regu lations (for example the MONEY LAUNDERING
OECD Guidelines for Multinational Enterprises and the International Chamber of
IT IS SHELL POLICY TO COMPLY WITH ALL RELEVANT NATIONAL AND
Commerce Rules of Conduct to Combat Extortion and Bribery) with respect to
INTERNATIONAL LAWS AND REGULATIONS COVERING MONEY LAUNDERING.
improper payments to foreign officials.
‘Money laundering’ is a generic term used to describe the process of hiding the
Facilitation payments
criminal origins of money or money’s worth (the ‘proceeds’ of crime) within legitimate
Shell policy makes no distinction between bribes and so-called ‘facilitation’ payments, businesses or business activities. It also describes the use of money of legitimate
which are also prohibited. A facilitation payment is a small payment to a low-level origin to support terrorism. Anti-money laundering provisions are designed to help
public official, which is not officially required, to enable or speed up a process which it prevent legitimate business from being used by criminals for this purpose, and to
is the official’s job to arrange. We also seek to ensure that our agents, contractors and assist law enforcement agencies to trace and recover criminal assets and terrorist
suppliers do not make facilitation payments on our behalf. What Shell expects from funding.
employees Shell employees must never accept or give a bribe, facilitation payment,
National and international legislation
kickback or other improper payment for any reason. A kickback is the giving or
accepting of money, gifts, or anything of value that is provided in return for favourable Many of the countries where Shell operates now have some form of anti-money
treatment. laundering legislation. The legislation tends to place both criminal corporate liability on
the company and criminal personal liability on its employees. European Union
This applies to transactions with a foreign or domestic government official or
countries are moving towards a harmonised system, which places specific emphasis
employee or with any private company or person, and whether in the conduct of
on establishing the identity of the counterparties.
domestic or international business. Also, it applies whether the payment is made or
received directly or through a third party, such as an agent, representative, contractor, Offences covered by legislation
joint venture partner or distributor.
The offences covered by anti-money laundering provisions include:
Who must comply with Shell policy
• Money laundering: acquiring, using or possessing criminal property; concealing
Shell requires compliance with its policy on bribery, corruption and facilitation the nature, source, location or ownership of criminal property; converting or
payments from business partners, including joint ventures, agents, distributors, transferring criminal property or removing it from a country; facilitating the
representatives, contractors and suppliers. acquiring, retention, use or control of criminal property; and assisting terrorist
financing in any other way
Shell senior management should proactively promote the Shell anti-bribery policy with
third parties and encourage their employees to do the same. They should also ensure • Tipping-off: disclosing (in particular, to the subject) anything likely to prejudice an
that charitable donations are not used as a substitute for bribery. investigation
Acts or allegations of bribery can do serious damage to our reputation. Any Shell • Prejudicing an investigation: falsifying, concealing, destroying or disposing of
employee who is found to be giving or taking bribes or any other acts of corruption, relevant document
will be subject to disciplinary action which may ultimately lead to dismissal and, if
• Failure to report: not reporting a suspicion when there are reasonable grounds to
appropriate, criminal proceedings.
know or suspect that someone is laundering money

In practice, this means you must make proper enquiries about the origin of all monies A full description of the Shell Compliance Programme can be found on the Shell
and property we receive or procure, and of the appropriateness of the destination of Ethics & Compliance Homepage. Here you can view and download a copy of the
money we forward in any way, on transactions in which you are involved. Code and easily access any covered topic, with links to further information on that
topic. There is also a list of relevant contacts and useful educational resources.
It should not be assumed that this applies only to finance staff. Business people or
lawyers may be the first to hear how a transaction is going to be organised. Each business and function will have a risk-based compliance training programme
with mandatory training for staff working in identified risk areas.
Suspicious transactions
Gifts and Hospitality
You are not required to identify money laundering, but you do have a duty to identify
suspicious activity which may be money laundering or terrorist financing. Examples of It is important that gifts or hospitality never influence imminent business decision-
suspicious transactions might include, but are not limited to: making processes, or cause others to perceive an influence.
• Any transaction where you don’t know or can’t verify the nominal details of the Shell strictly forbids employees to solicit gifts or hospitality. As a general principle, we
parties to the transaction discourage employees from accepting gifts or hospitality from a business partner.
• A willingness to pay above market price Notwithstanding this, Shell recognises that the occasional acceptance or offer of
modest gifts and hospitality may be a legitimate contribution to good business
• Transactions conducted through unknown or unnecessary intermediaries
relationships. However, it is important that gifts or hospitality never influence business
• Abnormal settlement methods decision-making processes, or cause others to perceive an influence.
• Unnecessary or unexplained transactions The requirements of other Shell policies in this Code of Conduct – especially the
prohibitions against accepting or paying bribes and the avoidance of conflicts of
• Cash transactions or the use of bank drafts, money orders or cashier’s cheques
interest – should also be taken into consideration.
• Settlement with apparently unconnected parties
Shell requires employees to abide by these rules of behaviour not only to protect our
• Transactions relating to high-risk countries, as defined by the intergovernmental reputation, but also to protect themselves against unfounded allegations of improper
FATF (Financial Action Task Force) behaviour.
What you should consider
A combination of any number of potentially high-risk transactions should naturally It is recognised that there are times when refusing to accept gifts or hospitality from a
increase the level of suspicion. business partner or declining to provide them would be considered discourteous. Shell
employees should consider the following questions before accepting or offering a gift
Will you receive training to help you understand the Code?
or hospitality:
We will help you understand and live up to the Code by offering training and education
along with relevant information and contacts through which to access compliance
expertise in all the subjects covered by the Code.

• Could my acceptance or offer lead to an obligation or imply an obligation? • Travel or accommodation

• Is this gift or hospitality a ‘reward’ for a business transaction?
• Is this gift or hospitality excessive in value? Special occasions
Special occasions, involving senior Shell executives and senior external parties, can
be a justification for more valuable presents or entertainment, depending on generally
If the answer to any of these questions is yes, the gift or hospitality should not be
accepted business protocol and with the approval of the Country Chair or a member of
offered or accepted. If you are not clear how to answer these questions, please take
the Executive Committee.
advice from your line manager and, if deemed necessary, your Cou ntry Chair.
Prohibited gifts and hospitality
Acceptable gifts and hospitality
You may never accept or offer the following with or without approval:
You may accept or give the following without the prior approval of your line manager
or your Country Chair unless your local company or applicable local regulation applies • Illegal gifts or hospitality
lower value limits:
• Cash or cash equivalents
• A gift (whether of one or more items) of a value not exceeding €50, including
• Personal services
corporate gifts which feature the logo of the donor (diaries, calendars etc.) and
gifts given during the festive season of the year, for example New Year, • Loans
Christmas, Eid
• Gifts or hospitality of an inappropriate nature or in inappropriate venues
• Meals related to a business context of a value not exceeding €100 per person
• Events or meals where the business partner is not present
• Occasional invitations to events, not exceeding €200 in value per person and not
• Gifts or hospitality during periods when important business decisions are being
extending over a period of more than one day. ’Occasional’ means not more than
made
two or three times a year with the same business partner
How can you report a violation of the Code?

Gifts and hospitality requiring management approval
If you believe a provision of the Code of Conduct has been or is being violated, you
You may only accept or give the following with your line manager or local Country
have a responsibility to raise your concerns with someone who can deal with the
Chair approval:
situation. You can do this through the normal management or Human Resources
• Gifts or hospitality with a value exceeding the above channels, by alerting your in-country compliance focal point or your Business or
Functional Compliance Officer, or by contacting the Shell Compliance Office.
• Events for periods exceeding the length, or occurring more frequently than the
norms set out above

If you prefer, you can use the Shell Global Helpline to report a suspected violation by
telephone or via the Internet (see Find Out More). Your concerns will be taken
seriously and investigated quickly. If you wish, your anonymity will be protected. If a
violation of the relevant laws or policies is proven, appropriate action will be taken.
You can be absolutely sure that retaliation of any kind directed against anyone who
reports an issue concerning the Code of Conduct will not be tolerated. Shell will
protect its employees against retaliation; in turn, it expects employees who know or
suspect that retaliation has taken place to report it through the Shell Global Helpline or
directly to the Shell Compliance Office. At the same time, anyone who files a report
with the intention of spreading falsehoods or to threaten or damage any employee’s
reputation, will also be subject to disciplinary action.
What could happen to individuals who violate the Code?
Violation of the provisions of the Code of Conduct, or of any laws or regulations
governing our operations, may have severe consequences for the individuals
concerned and also for Shell. A failure to follow the Code that involves a criminal act
could result in prosecution after referral to the appropriate authorities. Employees who
violate the Code or any laws or regulations may also be subject to internal disciplinary
action, including termination of employment.
How can you access the Shell Global Helpline?
The Shell Global Helpline is open 24 hours a day, seven days a week through a local
telephone number in each country or through the Internet. Individuals calling the
Helpline will talk in confidence to an experienced, independent operator. Their
reported concerns will be logged and handled in accordance with consistent case
management and investigation guidelines. Questions will be channelled to people who
can answer them.
You can get further information about the Shell Global Helpline, including a full list of
local telephone numbers, on the Shell Ethics & Compliance Homepage under ‘ Report
Your Concerns’. You can access the Helpline via the Internet. For links, see Find Out
More.

4. BP
Bribery and Corruption 1 Code of Conduct²

BP’ s corporate reputation and brand are based on trust. Bribery and corruption of all Bribery and Corruption
kinds undermine trust: they inhibit social and economic development and undermine
Bribery means giving or receiving an undue reward to influence the behaviour of
fair competition.
someone in government or business to obtain commercial advantage.
Our code of conduct requires that our employees or others working on behalf of BP do
Most countries have laws that prohibit corruption. In addition, an increasing number of
not engage in bribery or corruption in any form in both the public and private sectors.
countries are adopting laws to prohibit bribery even when it is committed outside these
The code of conduct outlines BP’s position on bribery and corruption: namely that countries’ own borders – i.e. paid to a foreign governmental official. A breach of any of
employees are forbidden from making, offering or promising to make a payment or these laws is a serious offence which can result in fines for companies and
transfer anything of value (including the provision of any service, gift or entertainment) imprisonment for individuals. Even the appearance of a breach of anti-bribery or anti-
to government personnel or other officials for the intention of improperly obtaining or corruption laws could do incalculable damage to BP’s reputation.
retaining business, or for any other improper purpose or business advantage. This
Anti-bribery and anti-corruption laws
position also applies to third parties acting on BP’s behalf, including agents. In
addition, BP prohibits bribery and corruption in the private sector as well as the public • Apply to BP employees worldwide.
sector. Bribery of those working in the private sector is always against BP's own
• Forbid making, offering or promising to make a payment or transfer anything of
standards of business conduct.
value, including the provision of any service, gift or entertainment, to government
The code also highlights BP’s policy of not permitting facilitation payments (payments personnel and other officials for the purpose of improperly obtaining or retaining
made to secure or speed up routine legal government actions, such as issuing business, or for any other improper purpose or business advantage.
permits) even if these payments are nominal in amount. Like other multinationals, BP
• Forbid making improper payments through third parties – BP personnel must
faces challenges in implementing this policy; when we detect breaches, we investigate
therefore be diligent in selecting and monitoring contractors, agents and partners.
and take steps to eliminate these practices.
• Require that companies keep accurate books and records so that payments are
BP supports institutions and NGOs that aim to eliminate bribery and corruption in their
honestly described and company funds are not used for unlawful purposes.
many forms. We are a corporate supporter of Transparency International, and
participated in the development of their Business Principles for Countering Bribery.
Basic rules you must follow
BP’ s virtual legal team for anti-corruption/trade sanctions trained 560 employees in
BP’ s anti-corruption policies and procedures during 2007. Never
Attestation
• Offer or make an unauthorized payment, or authorize an improper payment (cash
The information on this page forms part of the information reviewed and reported on or otherwise) to a local or foreign official, or any related person or entity.
by Ernst & Young as part of BP's 2007 sustainability reporting.
• Attempt to induce a local or foreign official to do something illegal.
1 Source: http://www.bp.com/sectiongenericarticle.do?categoryId=9021690&contentId=7042412
²Source: http://www.bp.com/liveassets/bp_internet/globalbp/STAGING/global_assets/downloads/C/coc_en_full_document.pdf

• ‘Shrug off’ or fail to report any indication of improper payments. Payment irregularities
• Offer or receive money (or anything of value), gifts, kickbacks or commission, in BP supports anti-money laundering policies by using procedures to avoid receipt of
relation to obtaining business or awarding contracts. cash or cash equivalents that are the proceeds of crime.
• Establish an unrecorded ‘slush’ fund for any purpose. Be wary of:
• Do anything to induce or facilitate someone else to break these rules. • Payments made in currencies other than that specified in the invoice.
• Permit an agent or representative of BP to take questionable actions (‘looking the • Attempts to make payments in cash or cash equivalents. • Payments made by
other way’). someone not a party to the contract (unless approved).
• Payments to/from an account other than the normal business relationship
account.
BP rules on facilitation payments*
• Requests or attempts to make payments for each invoice or group of invoices by
BP policy does not permit so-called ‘facilitation’ or ‘grease’ payments to be made to
multiple cheques or drafts.
government officials, even if such payments are nominal in amount.
• Requests to make an overpayment.
(*‘Facilitation payments’ are payments made to secure or speed up routine legal
government actions, such as issuing permits or releasing goods held in customs.)
Commercial bribery Know your customer guidelines
Bribery of government officials is a serious matter, but bribery of those working in the To help make sure that we only do business with firms that share BP standards of
private sector is also often illegal and always against BP’s own standards of business integrity.
conduct. In the end, bribery is bribery regardless of the recipient.
Always:
Money laundering
• Assess the integrity of potential customers and other business relationships.
Money laundering is the process by which individuals or entities try to conceal illicit
• Communicate with customers about our compliance expectations of them.
funds, or otherwise make these funds look legitimate. BP will not condone, facilitate or
support money laundering. • Continue to be aware of and monitor customers’ business practices.
Few BP employees will ever personally be in the position to infringe ‘ money • Do not do business with any customer or other business partner suspected of
laundering ’ laws, but there are two areas which we all need to watch out for: wrongdoing relating to dealings with us unless those suspicions are investigated
and resolved or otherwise approved by BP legal.
• Irregularities in the way payments are made.
• Customers who appear to lack integrity in their operations.

The above are guidelines only and are not a substitute for using good judgement and Self-approval test
common sense when assessing the integrity and ethical business practices of
In addition to applying the principles above, ask the following questions to determine
customers and business partners.
whether a gift or entertainment is appropriate:
Receiving and giving gifts and entertainment
• Intent – Is the intent only to build a business relationship or offer normal courtesy,
The exchange of gifts and entertainment can build goodwill in business relationships, or is it to influence the recipient’s objectivity in making a business decision?
but some gifts and entertainment can create improper influence (or the appearance of
• Materiality and frequency – Is the gift or entertainment modest and infrequent or
improper influence). Some can even be seen as bribes that tarnish BP’s reputation for
could it place you (or the other party) under an obligation?
fair dealing or break the law.
• Legality – Are you sure that the gift or entertainment is legal both in your country
‘ Gifts and entertainment’ means anything of value, e.g. discounts, loans, favourable
and in the country of the third party?
terms on any product or service, services, prizes, transportatio n, use of another
company’s vehicles, use of vacation facilities, stocks or other securities, participation • Compliance with the other person’s rules – Is the receipt of gift or
in stock offerings, home improvements, tickets, and gift certificates. entertainment allowed by the recipient’s organization? Special care must be taken
when dealing with government officials as many countries do not allow officials to
Gifts and entertainment between BP employees and others fall into three
accept gifts or entertainment.
categories
• Transparency – Would you be embarrassed if your manager, colleagues or
• Those that are usually acceptable and that you may approve yourself.
anyone outside BP became aware? If so, there is probably something wrong.
• Those that are never acceptable.
• Hypocrisy – Are you adopting double standards? We should only offer what we
• Those that may be acceptable but require prior approval. would be comfortable to accept (and vice versa).
Always unacceptable
Usually acceptable self-approval test Other types of gifts and entertainment are simply wrong. These are never permissible,
and no one can approve them. These are:
Some gifts and entertainment are sufficiently modest that they do not require prior
approval. Subject to your applying a ‘self-approval test’ (see below), the following are • Any gift or entertainment that would be illegal (anything offered to a government
usually acceptable without prior approval: official in breach of local or international bribery laws).
• Meals: modest occasional meals with someone with whom we do business. • Gifts or entertainment involving parties engaged in a tender or competitive
bidding process.
• Entertainment: occasional attendance at ordinary sports, theatre and other
cultural events. • Any gift of cash or cash equivalent (such as gift certificates, loans, stock, stock
options).
• Gifts: gifts of nominal value, such as pens, calendars, or small promotional items.

• Any gift or entertainment that is a ‘ quid pro quo’ (offered for something in return). Other important things to know about gifts and entertainment
• Any entertainment that is indecent, sexually oriented, does not comply with BP’s Gifts and entertainment registers
commitment to mutual respect or that otherwise might adversely affect BP’s
reputation. All business meals, gifts and entertainment – whether accepted or declined by BP
employees – must be recorded in the gifts and entertainment register which you use.
• A gift or entertainment that you pay for personally to avoid having to report or
This does not apply to nominal value items such as promotional material, mementoes
seek approval for.
or working meals. The local policy will define the cost threshold for recording such
items.
May be acceptable with prior approval What to do if you receive an impermissible gift
For anything that does not fit into the other categories, the gift or entertainment may or It is acceptable to receive a gift that exceeds a designated monetary limit if it would be
may not be permissible. You must get approval from your line manager or group vice insulting to decline it, but the gift must be reported to line management who will decide
president (GVP) as appropriate for the following: whether it:
• Entertainment that exceeds the lower of a) $250 or b) the limit set by local BP • May be retained by the recipient.
management.
• Will be retained for the benefit of BP.
• Gifts valued at more than $50 (or any lower local limit).
• Will be sold and the money donated to charity.
• Lavish meals that may cost more than $150 (or any lower local limit).
• Will be returned to the donor.
• Special events – such as a World Cup game or major golf tournament (these
usually have a value of more than $250).
You must immediately return any gift of cash or cash equivalent such as a bank
• Travel or overnight accommodation, as this normally raises the personal benefit
cheque, money order, investment securities or negotiable instrument.
to material levels.
Rules for gifts and entertainment involving government officials
Governments in some parts of the world have substantially more stringent
Any entertainment valued at more than $1,000 (or gifts over $250 ) must be approved
requirements regarding gifts and entertainment, and breaches of these rules can be
by a GVP.
serious offences. If you deal with a government, make sure you know the rules that
In determining whether to approve something in this category, BP managers will apply apply to your circumstances. Seek advice from BP legal, if in doubt.
criteria similar to those described in the ‘self-approval test’.

Rules for government, joint venturer and state company delegations commitment to integrity means we must never ignore a legal or ethical issue that
needs to be addressed.
BP receives visits of government, joint venturer and state company delegations to BP
offices and sites in other countries. It is acceptable to promote, demonstrate and If you do have a question or concern about legal or ethical standards, what should you
explain the benefits of BP’s products or technology to state-employed decision makers do? As explained below, you have options. The most important thing is that you use
or potential partners provided there is no attempt to bias a decision by offering one of these options.
personal benefits. It is unacceptable to pay for the travel, accommodation or daily
A good place to start
expenses of a delegation without prior approval from BP legal.
Your line management is usually a good place to start with a legal or business conduct
Asking questions and raising concerns issue.
Your duty to speak up You may also get help or advice from:
• Your HR representative.
You must report any breaches or potential breaches of BP’s compliance and ethics
commitments of which you become aware – whether these relate to yourself, direct • BP legal.
reports or others.
• Group compliance & ethics.
You must similarly seek advice if you are ever unsure about the proper course of
action.
You may also want to use one of the resources identified throughout the code in
If you are in any doubt about whether to speak up, ask yourself some simple
connection with particular topics by the i symbol.
questions:
However, if you are ever uncomfortable using one of these resources, you may also
• Is the action you are concerned about legal?
contact OpenTalk, as described below, at any time.
• Does it comply with the BP code of conduct?
The BP OpenTalk line
• Is it in line with BP’s group values?
If you ever feel unsure about where to go for help, or are uncomfortable using one of
• Does it expose BP to any unacceptable risks? the other resources identified in the code, BP has an additional resource that can help
– OpenTalk.
• Does it match our commitments and guarantees that we have made to others?
The purpose of OpenTalk is to answer questions and respond to concerns about
• What would others think about this action – your manager, colleagues or family?
compliance, ethics and the requirements described in this code.
• How would this look if reported in the newspapers?
The OpenTalk telephone line and e-mail facility is operated by an independent
• Does it feel right? It may seem easier to keep silent or look the other way. But our company that helps businesses respond to questions and concerns about compliance

and ethics. The line operates 24 hours a day/seven days a week and also has Retaliation will not be tolerated
translation services available at all times.
Any employee who in good faith seeks advice, raises a concern or reports misconduct
Call OpenTalk on your local number or on 0800 917 3604 (UK), 1-800 225-6141 (US), is following this code – and is doing the right thing. BP will not tolerate retaliation
or the collect call number 1 704 540 2242. against that person.
A full list of local telephone numbers can be accessed on the OpenTalk website We take claims of retaliation seriously. Allegations of retaliation will be investigated
http://opentalk.bpweb.bp.com Or you can e-mail the following address and appropriate action taken. Anyone responsible for reprisals against individuals who
opentalk@myalertline.com report suspected misconduct or other risks to the business will be subject to
disciplinary action up to and including dismissal.
What happens when I call OpenTalk – can I call anonymously?
If you suspect that you or someone you know has been retaliated against for raising a
If you call OpenTalk the independent operator will listen and make a detailed summary
compliance or ethical issue, immediately contact OpenTalk or the group compliance &
of your call. The person taking your call will then forward your question or concern,
ethics officer.
with strict confidentiality, to the appropriate individual within BP to look into the matter,
as described below.
Concerns will be addressed by regional ombudspersons – senior managers in each
region who act independently to ensure a fair and consistent approach. Requests for
guidance on the code will be referred to a group compliance & ethics regional director,
who will ensure that the caller receives a prompt and appropriate response.
If you wish, your call to OpenTalk can be made anonymously. Of course, giving your
name can often help investigators look into the matter, and as explained below, BP
has an unwavering policy against retaliation for raising a good-faith concern under this
code. All callers are assigned tracking numbers so that they may check back to
receive a response or provide more information. Every effort will be made to give your
call a quick response and to deal with your question or concern promptly, especially
when circumstances make it time critical.
The group compliance & ethics function oversees the integrity of the OpenTalk
programme by monitoring responses to questions and concerns to ensure these are
handled fairly.

5. Toyota Motor
Sustainability Report 2008 1 CSR Initiatives²

Global Society/Local Communities Economic Aspects – Corporate Governance
We do not tolerate bribery of or by any business partner, government agency or public Does Toyota have a clearly expressed policy forbidding bribery and corruption? Who
authority and maintain honest and fair relationship with government agencies and does this policy extend to?
public authorities.
The Guiding Principles at Toyota and CSR POLICY: Contribution towards Sustainable
Education and Training to Ensure Thorough Compliance Development – which clearly forbid bribery and corruption – are shared by all Toyota
employees and group companies worldwide; the applicable laws of every nation are
To ensure that awareness of compliance extends from senior managers to all other
strictly followed both in word and deed.
employees, TMC conducts on-the-job and special rank-specific training, disseminates
information on its website, and implements e-learning programs.
The Compliance Hotline
TMC contracted an outside law firm to establish a Compliance Hotline that allows
employees to consult in private in the event they have any questions or doubts
concerning issues of legal compliance.
The content of consultations is conveyed anonymously to a secretariat within TMC
and the facts confirmed, and the details are investigated with scrupulous care to
ensure that the identity of the consulting employee is not revealed. If the results of the
investigation indicate a compliance related issue, a response is immediately
implemented. The content of consultations are reported to the president and corporate
auditors every month.
1Source: http://www.toyota.co.jp/en/csr/report/08/download/pdf/sustainability_report08.pdf
²Source: http://www.toyota.co.jp/en/csr/faq/

6. Chevron
2007 Corporate Responsibility Report 1 Business Conduct and Ethics Code²

Bribery Is Always Prohibited
Bribery of any government official in any country is strictly against Chevron policy,
even if the refusal to make such a payment would result in the Company losing a
business opportunity.
Almost every country prohibits the bribery of its own officials. In addition, many
countries have laws that make it illegal to bribe officials of other countries. In the U.S.,
that law is the Foreign Corrupt Practices Act (FCPA). Employees with duties involving
trade or travel outside of the U.S. must be familiar with this act.
Management approval is required before any gift or payment can be made to a
government or public official. In some cases, the gift or payment must also be
approved by your Reporting Unit’s Compliance Coordinator or Corporate Compliance.
Avoid Accepting or Giving Gifts, Fees, Favors or Other Advantages
It is also a conflict of interest for a Chevron employee or director to give or receive
extravagant gifts or entertainment to or from people or companies doing business with
Chevron. Therefore, we must not:
• Accept fees or honoraria in exchange for services provided on behalf of the
Company.
• Provide or accept gifts or entertainment from anyone doing or seeking business
with Chevron or any of its affiliates. Generally, modest forms of gifts and
entertainment received from vendors are acceptable and do not create conflicts
of interest. However, Reporting Units have the responsibility for establishing
guidelines for employees on what is considered “nominal value” for such gifts and
entertainment.
• Give a gift or entertainment to anyone for the purpose of improperly influencing
him or her to take action in favor of Chevron.
1 Source: http://chevron.com/globalissues/corporateresponsibility/2007/documents/Chevron_CR_report_050208.pdf
²Source: http://www.chevron.com/documents/pdf/chevronbusinessconductethicscode.pdf

If we ever feel that it may be appropriate to accept a gift of more than nominal value,
we should seek guidance from our supervisors.
Compliance
Each of us must comply with this Code, and with all Company policies. If we fail to do
so, we may face disciplinary action, possibly including termination. Likewise, any
supervisor, manager, officer or director who is aware of any violation and does not
promptly report and correct it may be subject to similar consequ ences.
The Board Audit Committee, supported by the Corporate Compliance Policy
Committee, made up of senior executives in the Company, governs our Company-
wide Compliance Program. Each reporting unit has its own compliance or audit
committee to manage the responsibilities specific to that organization. This is also
often the case for business units within the reporting units.
Reporting Possible Violations
Each of us must speak up promptly if there is any reason to suspect that anyone in
Chevron or its affiliates has violated Company policies or local laws. We must also
report any activity that could damage the Company’s reputation. One resource
available to each of us is the Chevron Hotline.
You can call or submit a report to the Hotline, which operates 24 hours a day, seven
days a week.
Non-Retaliation Policy
Chevron does not tolerate any form of retaliation for reports made in good faith. This
includes blatant actions, such as firing, transferring, demoting, or publicly attacking
someone, as well as more subtle retaliation, such as avoiding someone, leaving him
or her out of professional or social activities, and so on. It includes actions taken by
managers and employees alike.

7. ING Group
2007 Corporate Responsibility Performance Report 1 Compliance
Bribery and corruption Every individual in ING is required to act in accordance with both the letter and spirit of
these Business Principles and obliged to promptly report any violation of these
ING supports business conduct and growth in an environment free of corruption where Principles to his/her line manager or the responsible compliance officer.
all companies have an equal opportunity to compete for business. The prevention of
bribery and corruption continues to present challenges in many j urisdictions around Anyone becoming aware of a violation of the Business Principles by an Executive
the world, including some developing economies where pressure to gain market share Board member is obliged to report such violation to the Group Compliance Officer
is most intense. Effective business relationships at all levels depend on honesty, promptly, who will report it to the chairman of the Supervisory Board of ING Group.
integrity and fairness. Bribery and corruption can have severe consequences which Any violation of the Business Principles may also be reported according to the ING
may include a weakened economy, increased poverty and an undermining of market Whistleblower Procedure. ING employees will be held accountable for acting in
confidence. At ING, any form of bribery is unacceptable – we value our integrity and accordance with the Business Principles.
reputation and we are open and transparent in our communications and activities.
Upon violation of the Business Principles, disciplinary measures may be taken, up to
In 2007, the ING Gifts, Entertainment and Anti-Bribery Policy came into effect. This and including termination of employment.
policy includes a chapter, specifically dealing with anti-bribery with respect to
government officials. The implementation of the policy includes an education and Violations of these Business Principles will be promptly disclosed to the extent
training programme. The initial goal was to develop and deliver training workshops for required by the applicable laws, rules and regulations.
those employees who work in areas of increased risk. Training workshops were
conducted in ING’s business lines in specific countries during 2007. In total 870
people were trained in this process, in close co-.operation with the local management.
Further training and communication activities will continue throughout 2008 to support The Dutch Corporate Governance code³
global understanding and embedding of the policy.
Principle – Role and procedure
ING Group shall apply this provision. In February 2004 the Supervisory Board
approved a whistleblower procedure, which can be found on the website of ING Group
Statement of Business Principles² (www.ing.com). The ING whistleblower procedure provides for the possibility for each
employee of ING to report his or her complaint, be it anonymous or not, to a
An ING employee… ‘Reporting Officer’, in order for the management responsible to do everything
Does not accept gifts or personal benefits in connection with a business relationship necessary in case of possible breaches of internal or external rules or other
as a result of which he/she might appear to be under an obligation. irregularities (including matters related to accounting, internal administration and
auditing). The ING whistleblower procedure applies to all ING entities.
Does not accept or solicit personal offers or payments, nor does he/she makes such
offers or payments to third parties. Bribery of any form is unac ceptable.
1 Source:http://www.ing.com/cms/idc_cgi_isapi.dll?IdcService=GET_FILE&dDocName=314657_EN&RevisionSelectionMethod =latestReleased
²Source: http://www.ing.com/cms/idc_cgi_isapi.dll?IdcService=GET_FILE&dDocName=074046_EN&RevisionSelectionMethod=latestReleased
³Source: http://www.ing.com/cms/idc_cgi_isapi.dll?IdcService=GET_FILE&dDocName=102296_EN&RevisionSelectionMethod=latestReleased

2007 Annual Report1

Sound Compliance
Financial institutions continue to experience close scrutiny by regulatory authorities,
governmental bodies, shareholders, rating agencies, customers and others to ensure
they comply with the relevant laws, regulations, standards and expectations. Bank and
Insurance regulators and other supervisory authorities in Europe, the US and
elsewhere continue to oversee the activities of financial institutions to ensure that they
operate with integrity and conduct business in an efficient, orderly and transparent
manner. ING seeks to meet the standards and expectations of regulatory authorities
and other interested parties through a number of initiatives and activities, including
scrutinising account holder information, payment processing and other transa ctions to
support compliance with regulations governing money-laundering, economic and trade
sanctions, bribery and other corrupt practices. The failure or perceived failure by ING
to meet applicable standards in these areas could result in, among other things,
suspension or revocation of ING’s licenses, cease and desist orders, fines, civil or
criminal penalties and other disciplinary action which could materially damage ING’s
reputation and financial condition. ING’s primary focus is to support these objectives
as good business practice through Business Principles and group policies.
ING Bank N.V. has been in discussions with its Dutch bank regulator De
Nederlandsche Bank (DNB) related to transactions involving persons in countries
subject to sanctions by the EU, the United States and other authorities. These
discussions prompted ING Bank to engage in a review regarding transactions
involving sanctioned parties. In connection with this review and related discussions
ING Bank has undertaken to complete the global implementation of enhanced
compliance and risk management procedures, and to monitor the implementation of
such procedures on an ongoing basis, as instructed by DNB. ING Bank also remains
in discussions with authorities in the US and in other jurisdictions concerning these
matters, and it is not possible to predict at this time the outcome thereof.
1 Source: http://www.ing.com/cms/idc_cgi_isapi.dll?IdcService=GET_FILE&dDocName=311398_EN&RevisionSelectionMethod=latestReleased

8. Total
2007 Environment and Society Report1 SHARE
Strengthening Our Integrity/ Bribery and Corruption Policy The fight against bribery and corruption requires collective action, particularly within
the framework of the Global Compact and the International Chamber of Commerce. In
ADVISE 2007, we joined other companies in a corruption-fighting project called Resisting
In 2007, the Committee directly handled 25 referrals and provided advice in 13 cases, Extortion and Solicitation in International Sales and Transactions (RESIST).
mainly dealing with integrity or employee management issues. The small number of LAUNCH OF THE INTEGRITY GUIDE
cases reflects the fact that employees usually take up their problems with their
supervisor or local human resources manager. Since the beginning of 2008, this internal document has been distributed to
employees around the world. It provides meaningful, concrete examples of Code of
The oil industry’s exposure to bribery and corruption is high. About 25% of Total’s Conduct principles based on real-life work situations.
employees work in high-risk countries with a Transparency International Corruption
Perceptions Index rating of less than 5. Several ongoing legal investigations relating to The Guide comprises two sections:
the South Pars contract signed with Iran in 1997 and the UN Oil -for-Food Program in • Building Sound Relationships: In addition to examining relationships with
Iraq (internal investigations revealed no illegal conduct in either matter) bear witness suppliers, governments, business partners, customers, distributors, resellers,
to the complex environment in which Total must continually prove its integrity. Our employees, NGOs and investors, this section discusses the issues at stake in risk
three-pronged policy is based on education, prevention and control, and sharing with situations and ways of responding quickly.
other multinationals.
• Understanding and Preventing Risks: This section deals with fighting bribery and
EDUCATE corruption, rejecting fraud, avoiding conflicts of interest and fulfilling
In addition to distributing the Code of Conduct and the Integrity Guide since it was commitments, and includes legal definitions, recommendations and warning signs
issued in early 2008, Total provides special training to managers in high-risk areas. and indicators.
Reflecting the growing importance of integrity as a training issue, one-third of the
Ethics and Business seminar is now devoted to the fight against bribery and
corruption.
PREVENT AND CONTROL Business Principles²
More than 25% of the evidence points against which the application of the Code of Combating bribery and corruption
Conduct is assessed directly address integrity in business. In the event of
Given the nature of our oil, gas and chemicals activities, we are exposed to the risk of
shortcomings or deficient processes, corrective measures are immediately taken.
bribery and corruption, which is heightened by weak governance in certain countries,
Moreover, contract provisions have been strengthened.
the substantial amounts invested and intense competition to win new projects. To
combat these risks, we take part in international discussions and deploy internal rules
and procedures.
1 Source: http://www.total.com/static/en/medias/topic1606/TOTAL_csr_en_2007.pdf
²Source: http://www.total.com/en/corporate-social-responsibility/Ethical-Business-Principles/bribery-corruption/bribery-corruption_9124.htm

The oil industry’s exposure to bribery and corruption is high. About 25% of Total's Prevention and control
employees work in high-risk countries with a Transparency International Corruption
Our anti-corruption policy is also implemented via control and prevention mechanisms.
Perceptions Index rating of less than 5. Several ongoing legal investigations relating
With respect to external partners, contract praision are strengthened and we request
to the South Pars contract signed with Iran in 1997 and the UN Oil-for-Food Program
information on ethical principles and processes in tenders. Internally, 25% of the
in Iraq (the internal inquiry revealed no illegal conduct) bear witness to the complex
ethics assessment evidence points directly address integrity issues and corrective
environment in which Total must continually prove its integrity. Our three-pronged
action is taken, if necessary.
policy is based on education, control and prevention, and sharing with other
multinationals. Sharing internationally
Educating employees We help to combat bribery and corruption by taking part in international discussions
and initiatives.
In addition to clearly spelling out our stance in the corporate Code of Conduct, we
provide dedicated training to employees. In 2006, our information campaign was • For instance, we are involved in The Global Compact Working Group on the
stepped up with the rolling out of our Ethics intranet site, which deals in particular with Tenth Principle, which focuses on companies' efforts to fight corruption, and the
preventing and combating bribery and corruption. Since 2007, one-third of the International Chamber of Commerce (ICC), to share best practices and promote
updated Ethics and Business seminar is now devoted to the fight against bribery and discussion between business and civil society.
corruption.
• In 2006, we took part in the Forum on Civil Society and Private Sector held
Published in early 2008, the Integrity Guide provides a framework for deploying concurrently with the Conference of the States Parties to the United Nations
dedicated training for Total employees with the highest degree of exposure to bribery Convention Against Corruption.
and corruption, which are directly addressed.
• In 2007, we joined other companies in a corruption-fighting project called
Giving or receiving an improper advantage in exchange for improper reward Resisting Extortion and Solicitation in International Sales and Transactions
constitutes corruption, and is a violation of contract, professional and legal obligations. (RESIST).
Given the nature of our oil, gas and chemicals activities, we are exposed to the risk of
bribery and corruption. The Guide heightens employee awareness of this issue and
teaches them how to recognize environments where there is only a very fine line
between “business acumen” and “corruption.” Our employees are trained to
Accounting Treatment, Internal Control and Audits 1
distinguish between corruption and business acumen, basing their judgment on the
disproportionate nature of the advantage given. Facilitation payments are the focus of Our responsible corporate governance processes are determined by a legal
particular attention. Prohibited under French law, they are stro ngly discouraged and framework and control and reporting procedures. Since Total is listed in both France
only tolerated under certain very specific circumstances. and the United States, this legal framework is set both by the French Commercial
Code, the September 2002 Bouton Report and the January 2007 AFEP-MEDEF
(French employer’s associations) Report in France and by the Sarbanes-Oxley Act on
financial accounting and disclosure in the United States.
1 Source: http://www.total.com/en/corporate-social-responsibility/Ethical-Business-Principles/formal -commitments-actions/accounting-treatment_15839.htm

To meet the requirements of the Sarbanes-Oxley Act, a specific whistleblowing Implementation

procedure has been introduced to allow shareholders, employees and people from
The management of each entity is responsible for the implementation and the proper
outside the company to report matters concerning the company’s or a subsidiary’s
observance of this code of conduct:
accounting treatment, internal control or auditing.
• by all Contracts and Procurement personnel,
This procedure was the subject of a document approved by the Board of Directors at
its meeting of July 19, 2005. • by all employees in other departments who are directly or indirectly involved in
the procurement process.
To learn more: Sarbanes Oxley whistleblowing
Management is responsible for implementing the Contracts and Procurement code of
conduct and ensuring it is observed at all levels within Exploration & Production.
Contracts and Procurement managers, as well as those in other departments, should
Code of Conduct 1 ensure that training sessions covering E&P ethics policy regarding procurement
activities are regularly organised for all personnel concerned.
Bribery and Corruption
Gifts and personal benefits
As specified in the Group’s Code of Conduct, Total employees are required to reject
all forms of bribery and corruption. Particular attention should be paid to this during No person is authorized to derive personal profit or benefit from the procurement of
the procurement process. goods or services on behalf of the Group.
In the event of an attempt to bribe by a supplier, the solicited person must immediately Relationships between the Total Group and its suppliers are based on openness and
report it to line management. The legal provisions with regard to the bribery of honesty. The procurement of goods or services on behalf of Total must not allow
employees in France are stipulated in Article L.152 -6 of the Labour Code, as follows: employees or their families to obtain discounts or rebates for their personal account.
• “Any manager or employee seeking or condoning, whether directly or indirectly, • Employees should not accept money from suppliers or seek gifts, bonuses or any
without the knowledge and authorisation of his/her employer, offers, promises, other favour or benefit of any kind.
donations, gifts, discounts or bonuses in order to take or not take particular action • With regard to courtesy gifts, local management should issue explicit
relating to his/her position, or facilitated by his/her position, is liable to two years’ recommendations with regard to local practices and customs.
imprisonment and a $30,000 fine.”
• Employees may accept unsolicited invitations from suppliers within the bounds of
• “The same penalties shall apply to any person accepting or initiating the conviviality and provided they are able to return the invitation. In case of doubt
solicitations defined in the previous paragraph.” about the value of any gift, the employee should refer to line management who
• “Should such an infringement occur, the court may also impose, as an additional may then seek advice from the Group's Ethics Committee if necessary.
penalty, the suspension of civic, civil and family rights for a period of five years or More especially during calls for tenders, personnel directly or indirectly involved in the
more, as stipulated in Article 131-26 of the Criminal Code (in force as from March tendering process should not accept any gift from a potential supplier and should take
1st, 1994).” Similar laws are in force in most countries. care not to divulge any privileged information with regard to the process.
1Source: http:// www.total.com/static/en/medias/topic1608/Code_Conduct_Contracts2.pdf

9. General Motors
2005/ 06 Corporate Responsibility Report 1 Reporting Employee Concerns
Code of Ethics and Conflicts of Interest In keeping with its core values, GM employees have an obligation to notify the
appropriate individuals of any unethical or illegal conduct they observe. GM maintains
GM’s directors, officers, and employees are subject to the same code of ethics, a toll-free telephone reporting system — GM Awareline — available on a global basis
Winning with Integrity. GM requires all global executives and salaried employees to 24 hours a day, seven days a week. GM Awareline permits employees to
affirm annually that they are aware of the requirements of Winning with Integrity and anonymously report concerns of possible criminal wrongdoing, actions believed to be
are complying with those requirements. contrary to GM policy, and possible emergency life-threatening situations. A team
Under Winning with Integrity: drawn from GM’s Legal Staff, Audit Services, and Global Security is responsible for
monitoring, investigating, and acting on all concerns reported on Awareline.
• GM hires, promotes, trains and pays based on merit, experience, or other work-
related criteria, and strives to create work environments that accept and tolerate Global Purchasing and Supply Chain Policy
differences while promoting productivity and teamwork. GM’s GPSC Policy requires that any goods or services supplied must comply with all
• GM endeavors to protect the health and safety of each employee by creating and applicable regulations or standards of the countries of destination. These relate to the
maintaining a healthy, injury-free work environment. manufacture, labeling, transportation, importation, exportation, licensing, approval, or
certification of goods or services. This includes environmental matters, wages, hours,
• All GM employees have an obligation to protect GM's assets, including conditions of employment, subcontractor selection, discrimination, occupational health
information, and to ensure their proper use. and safety, and motor vehicle safety. Each supplier must confirm, both at the time of
• Providing false or misleading information in any GM business record is strictly contracting and periodically thereafter, that neither it nor any of its subcontractors will
prohibited. utilize child, slave, prisoner, or any other form of forced or involuntary labor or engage
in abusive employment practices or corrupt business practices (see text on
• As a general rule, GM employees should accept no gift, entertainment, or other “Paragraph 25” below).
gratuity from any supplier to GM or bidder for GM's business.
Read more on www.gmsupplypower.com
• GM employees must immediately disclose any situation that could result in an
actual or potential conflict of interest involving the employee or any member of his Compliance with Policies
household, such as investing in a supplier, dealer, customer, or competitor. Within GM, local management representatives are ultimately responsible for
• GM and all its employees must comply with all laws, including the U.S. Foreign compliance with our policies; the benefits of being recognized as a good corporate
Corrupt Practices Act, competition laws, and export control laws. citizen are well understood. GM’s internal Winning with Integrity guidelines and the
Global Sullivan Principles have been communicated throughout GM globally and
• To protect GM's reputation for integrity, it must communicate clearly and serve as guidelines for conduct.
accurately to the public.
1 Source: http://www.gm.com/corporate/responsibility/reports/06/PDF/Full_Report_final.pdf

GM has a number of initiatives in place to address challenges. For example, GM wages, hours, and conditions of employment, subcontractor selection, discrimination,
supports indigenous rights by employing the most qualified individuals for the position occupational health /safety, and motor vehicle safety.
to be filled, which includes indigenous executives in decision-making capacities.
The supplier asserts that neither it nor any of its subcontractors will utilize child, slave,
GM also maintains a 24-hour toll-free telephone line called “GM Awareline” that is prisoner or any other form of forced or involuntary labor or engage in abusive
available to anyone (including employees and suppliers) globally, seven employment or corrupt business practices in the supply or goods or provision of
services under their contract.
days a week. Callers can anonymously report concerns such as: possible criminal
wrongdoing by the company, management, supervisors, employees, or agents; GM Awareline
actions believed to be contrary to corporate policy; emergency or life-threatening
The GM Awareline receives a high-level of attention within GM Management.
situations; or allegations of harassment. GM’s business units worldwide have
Complaint statistics and trends are reviewed quarterly with the Individual
customized this reporting process to meet local language and
Respect and Responsibility (IRR) team and annually with the IRR Governance Board
cultural needs. Operations that choose not to use the Awareline because of legal or
and the GM Board of Directors.
cultural reasons must implement an alternate, approved process. Currently the GM
Awareline or an alternative process is available in 45 countries. The general trend of Awareline complaints over the past four years has been a
decrease within all of the complaint types; exceptions occurring in an increase in
All Awareline complaints are investigated. Based on the type of complaint, global
Employee Workplace Issues reported from 2003 to 2004, and in Safety from 2004 to
security or the local human resource representative is responsible for conducting
2005 - as set out in the table below. It is felt that the reduction in numbers involving
follow-up activities. Most cases are completely investigated and closed within 60 days
discrimination, harassment, and sexual harassment is attributable to a corresponding
from the date of the complaint.
decrease in incident occurrence. This decline has been validated by concurrent
Supplier Compliance decreases in related complaints, such as grievances and complaints to outside
agencies. Employee workplace issues are referred to individual operating locations to
Suppliers are responsible for assessing themselves as well as their subcontractors’
be resolved by the unit through the normal course of business as prescribed by local
compliance with Paragraph 25 (see below) of GM’s Purchase Order Terms and
operating practice.
Conditions. Global Purchasing has implemented an electronic survey that suppliers
use to notify GM of their assessment.
Paragraph 25 (abridged) of GM’s Purchase Order Terms and Conditions:
“Compliance with Laws; Employment/Business Practices ”
The supplier shall comply with all applicable laws, rules and regulations of the host
country or that relate to the manufacture, labeling, transportation, importation,
exportation, licensing, approval or certification of goods or services. This includes, but
is not limited to, those related to environmental matters, data protection or privacy,

Values and Guidelines for Employees Conduct 1 While accepting meals or entertainment from a supplier should be avoided,
employees may, depending on circumstances, be guests at a meal hosted by a
Gifts, Entertainment, and Gratuities supplier at a special activity. In deciding whether to participate, employees should
consider the context, including whether companies besides GM are participating, and
Receiving From Suppliers whether the event would be considered “lavish”. Examples of entertainment which
should be declined would be golf outings following a business meeting,
As a rule, accept no gift, entertainment, or other gratuity from any supplier to GM or accommodation costs for a supplier-sponsored event, and tickets to sporting events or
bidder for GM’s business, including supplier units that are part of GM. This applies to artistic performances. Any such costs should be paid fully by the employee or, in rare
all employees, not just those involved in purchasing. circumstances, should be approved in advance by leadership as a business expense.
GM must make purchasing decisions solely based on a supplier’s price, quality, and It is permissible to conduct business with a supplier over a meal, if you pay for the
service. Avoid doing anything that suggests our purchasing decis ions may be meal whenever feasible (such as splitting a restaurant tab). On a rare and exceptional
influenced by any irrelevant consideration, whether illegal (such as a kickback or basis, it may be most practical to accept a meal from a supplier;
bribe) or improper (such as personal friendship, gifts, or entertainment).
as when there is no restaurant tab to split. The meal should be inexpensive and there
Inexpensive gifts or mementos, such as “logo” pens, cups, or caps, may be accepted must be a genuine need to discuss business matters at the meal. If your business unit
unless your business unit forbids them. And there may also be rare circumstances has a more stringent policy, you must follow it.
where refusing a gift could be against GM’s legitimate interests, as in countries
outside the U.S. where gift-giving is an expected courtesy and is not intended to At times, suppliers sponsor charity events and invite GM employees to be their
corrupt a particular purchase decision. When there is a legitimate business reason to guests. GM encourages corporate philanthropy, and it is permissible to attend such
accept a gift of any significant value, remember that the item becomes the property of events. But when the supplier pays for the ticket, the GM employee should make a
GM. Turn it over to your leadership for use, display, or other disposition. personal contribution to the charity at the level of an individual donor so the employee
is not attending solely because of the supplier’s generosity.
With prior leadership approval, employees may attend activities where attendance will
benefit GM, such as by enhancing job performance or professional development. As a general rule, decline any gift, entertainment, meal, or other gratuity from a
These may include supplier-sponsored events, including receptions at industry supplier and discuss with your leadership how to handle questionable situations. GM’s
conferences such as the SAE (Society of Automotive Engineers) and trade shows. As goal is to avoid even the appearance of impropriety. Our procurement processes must
always, use good judgment. Avoid being a guest at any conference event where the actually be - and must appear to be - based solely on the price, quality and service of
hospitality is provided exclusively to you, such as a private dinner, as contrasted to an our suppliers. In the final analysis, your good judgment and disclosure are the keys
open reception for all conference participants. Never solicit tickets from suppliers. With toprotecting GM’s reputation as a company that conducts business with integrity.
prior leadership approval, you may accept tickets to industry events, such as the SAE
or auto shows, but normally you should reimburse the supplier fo r the fair value of the
tickets at your personal expense. Or, if attendance is a legitimate business-related
activity, you should submit an expense report for reimbursement. If the fair value of
tickets is hard to determine, decline them.
1 Source: http://www.gm.com/corporate/investor_information/docs/corp_gov/wwi.pdf

Receiving From Others GM may sponsor media events, expositions, conferences, etc., and invite suppliers,
the media, and financial analysts. Even in these limited situations, no gift,
What about gifts, entertainment, or other gratuities offered by non-suppliers, including
entertainment, or other gratuity should be offered unless all these five tests are met:
customers, government officials, industry groups, civic organizations, charities, and
others? Always use good judgment and be sensitive to appearances that anything 1. It is legal;
offered by a non-supplier may undermine the integrity of our business decisions. Here
2. The recipient ’s policies permit acceptance;
is some guidance for particular situations.
3. It is in GM’s legitimate business interest to do so;
Gifts, entertainment, or other gratuities from anyone who may seek to influence GM’s
decisions should be politely declined, as with suppliers. Examples of decisions that 4. It is appropriate given local business customs; and
might be improperly influenced include vehicle allocation, extension of credit, location
5. It is done infrequently.
of facilities, or charitable donations. Sometimes very inexpensive gifts or refreshment
may be appropriate to accept. Examples include recognition awards for community
service or non-monetary gratuities for speaking appearances.
Exercise good judgment in selecting a gift on those few occasions when a gift may be
Modest entertainment offered by a non-supplier may be accepted if it is infrequent and appropriate. Some items are inappropriate. These include cash, services, product or
creates no sense of obligation to the host. But we should pay our own way for meals service discounts (other than as part of an approved GM program), loans, or co-
and for such entertainment as a sporting or theater event, golf round, or concert. At a signature arrangements. Alcoholic beverages are not to be given as gifts in the U.S.
recognition or awards dinner, it may not be appropriate to pay for our own meal, and and may be given elsewhere only if other gifts would be considered inappropriate
there could be refreshments or working meals served at meetings where it may be under local custom (and if the other elements of this policy are met).
awkward to reimburse the host organization. Gifts (other than non-monetary awards
In summary, giving a gift, providing entertainment, or offering a gratuity should be
recognizing individual accomplishments) to GM employees, arising out of their GM
done sparingly and never to improperly influence the potential recipient’s decision.
employment, are the property of GM and should be turned over to the Corporation
promptly. Giving to Government Officials or Union Representatives
Do not accept a gift, entertainment, or other gratuity from a government or union Never provide gifts, entertainment, or other gratuities to a government official or a
official, with the exception of “official” gifts, entertainment, or other gratuities from a union representative without first consulting with the Legal Staff.
country representative to a GM representative.
Avoiding Improper Payments to Government Officials
Giving to Customers, Suppliers, Media, Financial Analysts
In the U.S., never provide gifts, entertainment, or other gratuities to any government
If our customers discourage or forbid the receipt of gifts, entertainment, or other official without first consulting with the Legal Staff. To do so could expose GM and the
gratuities by their employees, GM’s employees are expected to respect those policies. employee to severe consequences. U.S. law and GM policy strictly prohibit giving
Some forms of GM-sponsored entertainment are clearly appropriate to promote anything of value to employees or representatives of foreign governments or
enthusiasm and teamwork as, for example, in our dealer networks. And modest governmental agencies, political parties, or political candidates to influence a foreign
entertainment of GM customers may help GM compete on a “level playing field” with
our competitors.

official in the performance of official duties, even if it may be seen as “customary” in Accountability for Violation
some countries. GM’s anti-bribery policy applies to everyone employed by or
Employees who violate these guidelines are subject to disciplinary action that, in the
representing GM and its controlled affiliates, including agents and consultants,
judgment of management, is appropriate to the nature of the violation, which may
whether in the U.S. or outside the U.S.
include termination of employment. Employees may also be subject to civil and
In addition, because GM is organized in the U.S., bribery payments by any GM criminal penalties if the law has been violated.
employee or agent to foreign officials are illegal under the U.S. Foreign Corrupt
Practices Act (FCPA). Under that law, GM is accountable for the actions of its
employees (including non -U.S. citizens) and agents throughout the world. And virtually
every country where GM does business also has some form of anti-bribery law.
There are limited circumstances where nominal “facilitating payments” to low-level
government employees for certain routine actions may be permissible as an exception
to the law’s bribery prohibition. But be careful. Before acting under the narrow
exception, discuss the matter with appropriate GM subject matter experts, either at the
Legal Staff or, for matters involving customs clearance, with the Tax Staff’s Customs
Group .
Neither the U.S. law nor GM policy prohibits normal and legitima te business expenses
for promoting, demonstrating, or explaining products or services to government
representatives. But these expenditures draw close scrutiny from auditors, so be sure
to consult with the Legal Staff in advance.
For additional information about requirements in this area, sele ct this link Interacting
with Government Officials.
Understanding the Rules
Because laws are complex and changing, good intentions are not always enough to
assure compliance. Every employee whose work is directly affected by particular laws
must understand the legal rules well enough to spot problems and know when to get
advice. Subject matter experts can answer questions or provide training. If you want
additional information or training about the legal duties that apply to your job
responsibilities, raise the issue with your leadership or the GM Legal Staff.

10. ConocoPhillips
2006 Sustainable Development Report1 In 2006, all employees worldwide were required to complete a business ethics and
conduct awareness training module designed to increase awareness of how and when
Business Ethics the code of business ethics and conduct applies to their actions.
ConocoPhillips is committed to a work environment in which our business is Supervisors or managers may recommend or require completion of additional
conducted with integrity, in accordance with the highest ethical standards and free courses, especially for employees whose work requires training for a particular
from all forms of unlawful conduct. compliance area, such as the U.S. Foreign Corrupt Practices Act (FCPA), insider
Our code of business ethics and conduct summarizes the standards of ethical conduct trading, sanctions, export controls, or antitrust or anti-boycott concerns.
and compliance with the law expected of directors, employees, contractors and other Foreign Corrupt Practices Act
individuals who work on the company’s behalf. The code is available on our Web site
and has been translated into multiple languages. It has been distributed to all current ConocoPhillips is opposed to corruption in all of its forms. We comply with the FCPA
and newly hired employees. and similar anticorruption statutes. The FCPA prohibits corruptly giving anything of
value, directly or indirectly, to officials of foreign governments or foreign political
Employees are obligated to report suspected violations of company policies or the law candidates in order to obtain or retain business. It strictly prohibits illegal payments to
to the company’s ethics office, which initiates a confidential investigation. Ethical government officials of any country. In addition, the U.S. government has a number of
concerns may be reported anonymously, either via a toll -free international telephone laws and regulations regarding business gratuities that may be accepted by U.S.
hotline or by e-mail. The company’s corporate compliance and ethics committee, government personnel.
composed of senior executives and attorneys, provides regular reports to the chief
executive officer, as well as to the audit and finance committee of the board of ConocoPhillips provides online compliance training to personnel who may be exposed
directors. These reports cover the results of annual code certifications, the state of to issues relating to anticorruption laws, export and import compliance and U.S.
compliance activities and the handling of reports of violations. We are committed to sanctions regulations. Additionally, company attorneys provide yearly in-person
follow through on any findings with measures that address the situation and uphold lecture sessions for personnel dealing with anticorruption issues in high-risk locations.
our standards. Ethics Training for Development Partners
On an annual basis, employees are required to certify their personal compliance with One example of our ethics policy in action is in Indonesia. To build local capacity on
the code. In addition, ethics reminders are sent to all employee s periodically. To help good program administration and to help align delivery of community development
employees familiarize themselves with the code, ConocoPhillips provides an online programs in Indonesia with our values, the company conducted five business ethics
video, which reviews the code and reaffirms that employees are expected to comply and good administration training sessions for local development committees, local
with the law and conduct all business to the highest ethical standards, and courses on government representatives and the technical consultants involved in our programs.
a wide range of compliance and ethical issues relative to the company and its The training emphasizes the importance of ethical, economic and legal compliance in
operations. the implementation of our programs. It also highlights the importance of good records
These courses provide background information on each issue, answer frequently management and transparency.
asked questions and offer self-administered quizzes to test employees’ understanding
of the information.
1 Source: http://www.conocophillips.com/NR/rdonlyres/B19C00AC-6154-4729-9AE1-9EBDEF19262A/0/2006_CoP_Sustain.pdf

Code of Ethics Booklet1 visas or work orders; providing police protection or mail services; providing telephone
services, power and water supply; and loading and unloading cargo. The term “routine
Bribes and Kickbacks governmental action” does not include any decision of whether to award new business
It is unacceptable to directly or indirectly offer, pay, solicit or accept bribes or or to continue business.
kickbacks in any form. Under some statutes, such as the Foreign Corrupt Practices Although these payments are not prohibited by the FCPA, they are discouraged and
Act, these are criminal actions that can lead to prosecution. every effort should be made to avoid them. Obtain approval from your country
Foreign Corrupt Practices Act (FCPA) manager before making any expediting payments. It is imperative that they be
correctly recorded and identified in our records.
The FCPA has two important provisions – accounting and recordkeeping, and bribery.
This act applies not only to employees, but also to consultants or other persons we In addition to facilitating payments, the FCPA has other narrowly defined exceptions to
hire to facilitate business in any country outside the U.S. ConocoPhillips has strict its payment obligations. Contact your legal representative if you have questions.
procedures that require senior management review and approval before hiring any Gifts, Favors and Entertainment
international consultant. Violations of this policy can result in dismissal.
Business gifts and entertainment are customary courtesies designed to build goodwill
The FCPA requires that we keep accurate books and records and maintain a system among business partners. These courtesies include items of nominal value such as
of controls to ensure our records fairly reflect transactions and dispositions of assets. meals and beverages, tickets to sporting or cultural events, and other merchandise or
This is to prevent “slush funds” and “off-the-books” accounts, which some companies services. In some cultures business gifts play an important role in business
have used to make and conceal questionable payments. relationships. However, a problem may arise when such courtesies compromise – or
The FCPA also makes it illegal to bribe a foreign official in order to obtain or retain appear to compromise – our ability to make objective and fair business decisions.
business or improper advantage. A bribe could be a payment, an offer or a promise of Receiving Gifts, Favors and Entertainment
anything of value (regardless of the amount). A foreign official is an employee of a
government outside the U.S. and includes members of the armed forces, employees Employees should neither seek nor accept for themselves or others any gifts, favors
of state-owned companies and members of a royal family engaged in commercial or entertainment without a legitimate business purpose, nor seek or accept loans
activities. Also included are officials of public international organizations, like the (other than conventional loans at market rates from lending institutions) from any
World Bank. Other countries in which we do business share recently passed laws that person or business organization that does or seeks to do business with, or is a
are similar to the FCPA. The laws also make bribery of foreign public officials a crime. competitor of, the company. In application of this policy:
Facilitating Payments and the FCPA 1. Employees may accept for themselves and members of their families common
courtesies usually associated with customary business practices.
Facilitating payments are incidental payments or gratuities to foreign officials to
expedite performance of a routine governmental action, such as: obtaining permits, 2. An especially strict standard is expected with respect to gifts, services, discounts,
licenses or other documents to do business; processing governmen t papers such as entertainment or considerations of any kind from suppliers.
3. It is never permissible to accept a gift in cash or cash equivalents
1 Source: http://www.conocophillips.com/NR/rdonlyres/1AD2CCD6-7C37-4FB0-864B-8371C1FA0395/0/CodeofEthicsBooklet1107.pdf

(e.g. stocks or other forms of marketable securities) of any amount. Compliance Standards and Procedures
In certain situations, refusal of gifts with a value substantially in excess of customary ConocoPhillips employees will be required to complete an Ethics Compliance
business practices can result in awkward business situations. The propriety of Certification annually.
employees keeping such valuable gifts for personal use versus turning them over to
We must all work to ensure prompt and consistent action against violations of this
the company, donating them to a charity or other disposition should be discussed in
code. However, in some situations it is difficult to know right from wrong. Since we
each case with the employee’s management. Disposition of such a gift should be
cannot anticipate every situation that will arise, it is important that we have a way to
documented, regardless of whether it is retained, returned or given to charity.
approach a new question or problem. These are the steps to keep in mind:
Giving Gifts, Favors and Entertainment
• Make sure you have all the facts. In order to reach the right solutions, we must be
Gifts, favors and entertainment may be given others at company expense only if they as fully informed as possible.
meet all the following criteria:
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or
1. Consistent with customary business practices. improper? This will enable you to focus on the specific question you are faced
with and the alternatives you have. Use your judgment and common sense; if
2. Not excessive in value and cannot be construed as a bribe or payoff.
something seems unethical or improper, it probably is.
3. Not in violation of applicable law or ethical standards.
• Clarify your responsibility and role. In most situations, there is shared
4. Public disclosure of the facts will embarrass neither the company nor the employee. responsibility. Are your colleagues informed? It may help to get others involved
and discuss the problem.
• Discuss the problem with your supervisor. This is the basic guidance for all
Accounting records and supporting documentation reflecting gifts, favors and
situations. In many cases, your supervisor will be more knowledgeable about the
entertainment to others must be accurately stated, including appropriate, clear,
question and will appreciate being brought into the decision-making process.
descriptive text. Departments or organizations are encouraged to establish policies
Remember that it is your supervisor’s responsibility to help solve problems.
and procedures for approval in advance of gifts, favors or enter tainment of unusual
monetary value (U.S. tax law limits the deduction for business gifts to $25 per • Seek help from company resources. In the rare case where it may not be
recipient per year). appropriate to discuss an issue with your supervisor or where you do not feel
comfortable approaching your supervisor with your question, discuss it locally
In case of doubt as to the legality of any gift, favor or entertainment proposed to be
with your office manager, any other manager or your local or corporate Human
given by or on behalf of the company, the Corporate Ethics office or Legal department
Resources contact. If that also is not appropriate, call the company’s toll-free
should be consulted in advance of commitment.
Ethics Helpline, which will direct your concerns to the appropriate people at
Strict rules apply when we do business with governmental agencies and officials. company headquarters.
Because of the sensitive nature of these relationships, talk with your supervisor and
your legal representative before offering or making any gifts or hospitality to
government employees.

• You may report ethical violations in confidence and without fear of retaliation. If When you use one of these methods:
your situation requires that your identity be kept secret, your anonymity will be
• Your concern or question will be taken seriously and will be investigated as
protected. The company does not permit retaliation of any kind against
appropriate.
employees for good faith reports of ethical violations.
• Your communication will be protected to the greatest extent possible.
• Always ask first, act later: If you are unsure of what to do in any situation, seek
guidance before you act. • You need not identify yourself.
CONTACT INFORMATION Words from the CEO

To contact someone regarding ethics and compliance at ConocoPhillips, you can Adhering to this Code is imperative. We have a zero tolerance policy for ethical
reach us several ways. violations and even well intentioned actions that violate the law or our standards of
conduct will result in disciplinary action, which may include dismissal.
Ethics Helpline:
A toll-free advice line for employees to ask for advice or report an ethical situation
North America: 1-877-327-2272
Outside North America: Call the AT&T Direct access number for yo ur country, wait for
a response, and then dial 877-327-2272
(Refer to www.travel.att.com for country-specific access numbers.)
E-mail :
You can send an e -mail message to ethics@ConocoPhillips.com
Intranet:
ConocoPhillips employees can learn more about the Ethics office on the company e-
Stream intranet. (http://ethics.conocophillips.net)
Mail:
Attn : Corporate Ethics Office
Marland 2142
600 N. Dairy Ashford
Houston, Texas, U.S.A. 77079-1175

11. Daimler
Sustainability Report 2008: Facts1 Integrity Code2

Promoting awareness Commitment to high ethical standards
We have instituted a variety of measures to ensure that the rules for compliance are Daimler is committed to achieving high ethical standards in business transactions.
clearly implemented in our day-to-day business operations. For example, compliance Daimler does not tolerate unethical or corrupt practices by its employees or on the
issues are continually communicated in our internal media and are on the agenda of part of our business partners. Daimler strictly forbids engaging in or tolerating bribery
manager training sessions, informational and qualification events, and special or any other form of corruption. Daimler will devote appropriate resources within its
qualification programs. In the last two years, Daimler AG has conducted in-depth business units on an ongoing basis to identifying and correcting potential weakness in
classroom courses for approximately 9,000 employees, approximately half of whom its internal controls.
were managers. In addition, 3,000 employees completed a precisely defined e-
Dealing with foreign governments and customers – international trade laws
learning program and 26,000 employees used an animated compliance
communication tool. At its business locations all over the world, Daimler has Daimler is committed to complying fully with anti-bribery, export control, customs and
appointed more than 50 Compliance Managers who support the local business units. anti-boycott laws. These international trade laws affect all aspects of Daimler’s global
It has also introduced new processes such as mandatory consultation in the case of enterprise and its employees.
business dealings with government parties and due diligence (verifying the integrity of
Anti-bribery laws prohibit providing, directly or indirectly, anything of value not only to
new business partners).
domestic, but also to foreign governmental, political or military officials or
The Compliance Consultation Desk (CCD) is available to answer all questions representatives of international organizations (such as the United Nations and the
submitted by employees on a strictly confidential basis; employees can also ask their World Bank) to obtain or retain business or to gain an unfair advantage. These laws
questions anonymously if they wish. The CCD has processed more than 12,000 also impose record keeping and internal accounting and control requirements that, like
inquiries so far. Our employees and external partners can also report suspected Daimler’s own accounting and internal control policies, are designed to ensure
inappropriate conduct to the Business Practices Office (BPO). The Business Practices integrity and accuracy in the recording and reporting of all business transactions.
Committee (BPC),which comprises representatives of top management, investigates
Export control and customs laws regulate where and how Daimler may sell goods,
all reported cases and takes appropriate measures.
technology or exchange information. In some cases, these laws may prohibit doing
To ensure timely identification of risks and ensure an appropriate response, the CCO business with certain countries, or impose requirements for licenses before goods or
has introduced a compliance risk management system. Since the beginning of 2006, technology may be exported or exchanged. Customs laws require accurate
compliance reviews have been carried out in more than 30 sales companies or documentation and proper reporting and valuation of goods.
business units in over 25 countries. Moreover, in more than 50 companies or business
Anti-boycott laws may prohibit participation in foreign boycotts and limit disclosure of
units we have set up standardized control systems that are monitored by internal audit
information about business activities and personnel, and may require the reporting of
professionals.
certain types of requests for information or participation in boycotts.
1 Source: http://www.daimler.com/Projects/c2c/channel/documents/1557761_daimler_sust_2008_reports_sustainabilityreport2008facts_en.pdf
²Source: http://www.daimler.com/Projects/c2c/channel/documents/1031150_dcx_corp_2007_docs_integritycode_e.pdf

International trade laws are complex. The penalties for noncompliance can be severe Business meals as the guest of a business partner may be accepted if they are
and could include personal liability and imprisonment. In addition, compliance with offered voluntarily, have a legitimate business purpose and are an integral part of the
various Daimler internal regulations and procedures on international trade, such as work agenda (e.g., lunch during a seminar or meeting, cocktail reception following
the Daimler Export Control Directives, is also essential to maintaining Daimler’s meetings or dinner incorporated into a continuing work period). Employees have a
worldwide reputation. responsibility to inform their supervisors on an ongoing basis about the frequency and
nature of meals and entertainment paid for by business partners.
If employees have questions about how these laws and directives relate to their job
responsibilities, they should contact the Office of the General Counsel. Travel and overnight accommodations paid for by business partners are not allowed.
Exceptions are permitted for business travel in a business partner’s plane with the
Dealing with Government Officials prior approval of an immediate supervisor and at least a Senior Vice President (level
C or higher). If a business partner pays for accommodations or provides “in-house”
Political contributions accommodations, employees should determine the fair market value, make
appropriate payment to the business partner, and arrange for reimbursement via their
Payments, gifts, loans or services provided by Daimler or its subsidiaries to any
expense report.
political party or committee or a candidate for, or a holder of a political office are
permitted only if in compliance with applicable law, local policy, and approved in Attendance at sports events and activities, shows or other appropriate entertainment
advance by the Daimler Board of Management. or social activities as the guest of the same business partner is not allowed more than
twice a year. A representative of the hosting company must be present.
Payments or loans
If employees use Daimler suppliers, dealers or customers to provide goods or perform
Payments or loans of corporate, subsidiary or personal funds or transfers of anything
services of a personal nature, fair market value must be paid for the goods or
else of value to a government official or employee for the purpose of obtaining,
services, and the payment must be documented.
retaining or directing business to Daimler or any of its subsidiaries or affiliates or other
persons are prohibited. Solicitation or acceptance of personal financial assistance of any kind from a supplier,
dealer or a customer is prohibited.
Conflict of Interest Issues
Sponsorship by a supplier, dealer or other customer of Daimler events, of birthday,
Relationships with suppliers, dealers, customers and other business partners
retirement or other company parties is not allowed. Similarly, neither an employee nor
Employees must avoid personal interests or financial activities that conflict, or appear an employee on behalf of the company should solicit or accept supplier participation in
to conflict, with Daimler’s interests or that influence, or appear to influence, their employee or company-sponsored charitable or quasi-charitable endeavors. Such
judgment or actions in performing their duties as employees. In particular, employees participation could introduce variables other than cost, quality and delivery into the
must comply with the following guidelines dealing with gifts, meals, entertainment, and supplier-selection process.
other benefits from business partners.
Employees may take advantage of discounts and other promotions offered by Daimler
Daimler employees should never request or solicit offers for entertainment, meals, suppliers, dealers or customers, provided such discounts are available to all Daimler
gifts or other gratuities, or personal services or favors from business partners. employees. Discounts that have been solicited or bargained for in connection with

obtaining or providing goods or services on behalf of Daimler or that are only offered Phone : + 49 7 11 17- 7 76 77
to a limited group of employees are prohibited. USA only : 248 957 2632
Fax: + 49 7 11 17- 79 08 8 9 23
Employees and their families should never solicit gifts or accept other personal
E - mail : External : CCD@daimler.com Internal : MBox_CCD
benefits from Daimler suppliers, dealers or other customers. Promotional material and
other items of value up to €30/U.S. $ 30 or less may be accepted if made voluntarily Tell us – For Reports
and there is no reasonable likelihood the gifts will influence an employee’ s judgment
Please address any reports of suspected irregular conduct to the Business Practices
or actions in performing their duties. Gifts above this value should not be accepted
Office (BPO). BPO will maintain strict confidentiality concerning all reports and related
and the giver should be advised of the Daimler policy
information, and can also ensure anonymous treatment at your request.
Obey the Integrity Code Business Practices Office (Stuttgart, Germany)
Address :Daimler AG
1. Questions about the Integrity Code
Business Practices Office (BPO)
Questions about the Daimler Integrity Code or other business ethics situations may PC : 0654 70546 Stuttgart Germany
arise from time to time. If employees are unsure about the right thing to do, they can Phone : + 49 7 11 17- 9 65 28
discuss it with their supervisor. Their question may also be answered by referring to or 0 8 00/2 8 9 46 43
the Daimler Integrity Code intranet site or by contacting their local Human Resources Fax : + 49 7 11 17- 79 05 43
23
representative. Alternatively, they may contact the following organizations (on a E - mail : External : BPO.Germany@daimler.com Internal : BPO Germany Pool-ID
confidential basis if they prefer):
Business Practices Office (Farmington Hills, USA)
Ask us – For Questions
Address :Daimler AG
For all questions related to compliance please first consult our comprehensive Intranet Business Practices Office (BPO)
website, where you can find answers on all frequently asked ques tions (Application 3 6455 Corporate Drive Farmington Hills, Mi 4831 USA
“QuISS”). We will also be glad to answer your questions directly if you contact us Phone : +1 2 48 957 2 630 or +1 8 66 493 55 62
personally. Fax : +1 2 48 957 2 631 or +1 8 66 493 5 762
E - mail : External : BPO.Americas@daimler.com Internal : BPO Americas Pool-ID
Compliance Consultation Desk (Stuttgart, Germany)
Address:Daimler AG
Compliance Consultation Desk (CCD)
HPC : 0653
70546 Stuttgart
Germany

2. Sanctions Code of Ethics 1

Violations of the Daimler Integrity Code or any other Daimler policy, guideline or Reporting of Violations
procedure may result in disciplinary action, up to and including discharge, and legal
proceedings. If a Senior Officer has reason to believe that a violation of applicable laws, regulations
or this Code may have occurred, she/he shall report the possible violation promptly to
All Daimler supervisors and management personnel are responsible for ensuring that the appropriate addressee as indicated below. Inappropriate delay in reporting
all employees are familiar with the contents of the Daimler Inte grity Code and that they possible violations is itself a violation of this Code.
obey the rules. Failure to fulfil these responsibilities may also subject a supervisor or
manager to disciplinary action and legal consequences. Members of the Board of Management shall notify either the Chairman of the
Supervisory Board or the Business Practices Office. Other Senior Officers shall notify
The corporate audit department will examine compliance with these principles in its either their direct superior or the Business Practices Office. The Company will not take
inspections and will include them in its audit criteria, in cooperation with the any disciplinary action against a Senior Officer for reporting in good faith a suspected
departments concerned. violation related to another person. Our Business Practices Offices will advise Senior
Daimler reserves the right to amend and interpret the terms of the Daimler Integrity Officers on the interpretation of this Code, including their obligation to report Code
Code. violations. This reporting obligation is in addition to any other reporting obligation that
may exist under other Company policies or applicable laws.
1 Source: http://www.daimler.com/Projects/c2c/channel/documents/1069927_20071217_Code_of_Ethics.pdf

12. General Electric
Citizenship Report 2007-20081 • Reported timely investigation of concerns to ombudsperson, with 94% of 2007
investigations closed to date, averaging 45 days to close.
Growth Markets
• Investigation results by geography: 56% U.S. & Canada; 15% Europe; 16% Asia;
Growth of the global economy in the next five or ten years will continue to be 13% Latin America.
concentrated in the emerging markets, such as China, India, Russia, Eastern Europe,
Latin America, and South Asia. • Established new policy area of Regulatory Excellence and defined six processes
for GE leaders to execute.
But operating in emerging markets has many challenges.
• Refreshed ombudsperson training and held 19 training sessions and 11 regional
In some countries the growth has exacerbated existing governance weaknesses such workshops.
as corruption, money laundering, and/or weak rule of law; or brought with it problems
traditionally associated with rapid industrialization, such as pollution, abusive labor
practices, and human rights violations. We are not naïve about these risks and have Ombudsperson process
been working for years on strategies to enable us to do business in this environment
ethically. We have and will continue to walk away from business opportunities that GE has an extensive ombudsperson process that serves as a mechanism for
come in conflict with our ethical standards. individuals to ask questions and report integrity concerns without fear of retaliation.
There are countries in which GE conducts business where the external frameworks Employees and others with connections to the Company must have confidence that
around human rights, labor and environmental standards, and governance can be a they can freely report concerns about legal or ethical violations, and that their
constant challenge. For example, we have had to adopt strategies to respond to concerns will be objectively investigated by subject matter experts such as Finance,
customers in some countries who want to use our medical equipment to select the sex Legal, and Human Resources (and outside specialists, if necessary) with appropriate
of their children. As discussed in more detail on page 58, the 2008 Olympics have individual and remedial action and without fear or favor.
presented us with several challenges. We make a decision to do business despite Employees are subject to discipline if they fail to report a known or suspected
these challenges, with “eyes wide open,” with the knowledge that we have to work concern. In addition, retaliation against those who raise integrity concerns is prohibited
hard to maintain our internal policies, processes, and disciplines and with the hope and is grounds for disciplinary action. GE has processes in place for objectively
that over the longer term we will have a positive influence on the local business investigating and resolving integrity concerns, and ombudsperson system activity is
culture. reported to the Audit Committee of the Board of Directors.
Compliance and Governance With an extensive global ombuds network of more than 700 ombudspersons,
• Increased usage of the ombudsperson process demonstrates that leaders have coverage is provided for every business and country in which GE operates. As GE
set the right integrity culture, creating an environment that encourages employees employment has increased through acquisitions, increased rigor around the
to come forward with their questions and concerns without fear of retribution. ombudsperson appointment process has been added. The ombudsperson network is
continually assessed and measured to ensure it is operating with peak efficiency while
providing the most comprehensive global coverage. The global ombudsperson
network averaged around 600 individuals for 2007.
1Source: http://www.ge.com/files_citizenship/pdf/GE_07_08_Citizenship_Report.pdf

All ombudspersons speak the local language and understand the culture and business The Spirit & The Letter1
environment of their location. GE ombudspersons are trained in procedures for
receiving concerns, initiating investigations, monitoring case progress, and closure. Improper Payments
Training in 2007 was refreshed and revitalized to be more closely aligned with the
ombudsperson digitized case management process. Nineteen training sessions and WHAT TO KNOW
11 regional workshops were held in 2007, ensuring all ombudspersons receive prompt
and regular refresher training. An improper payment to gain advantage in any situation is never acceptable and
exposes you and GE to possible criminal prosecution. GE expressly prohibits
Employees may raise their concerns anonymously if they choose. I nvestigations are improper payments in all business dealings, in every country around the world, with
conducted with the highest level of confidentiality when concerns about possible both governments and the private sector.
violations of GE policy or the law are raised.
Improper payments should not be confused with reasonable and limited expenditures
Prompt corrective action and discipline demonstrate a strong integrity culture at GE. for gifts, business entertainment and customer travel and living expenses directly
During 2007, 1,596 integrity concerns were reported through the ombudsperson related to the promotion of products or services or the execution of a contract. These
process (36% anonymously) covering a variety of issues. The rising rate of reported payments are acceptable, subject to specific GE corporate and business guidelines.
concerns is an indicator of a healthy integrity and compliance culture, and a growing
company. It demonstrates that employees recognize their responsibilities to raise WHAT TO DO
compliance questions and concerns that come to their attention. Increased usage of BEFORE GIVING A GIFT, engaging in customer entertainment or reimbursing
the ombudsperson process also demonstrates that leaders have set the right integrity customer travel expenses, make sure you understand applicable legal requirements,
culture, creating an environment that encourages employees to come forward with the customer’s own rules and GE corporate and business guidelines.
their questions and concerns without fear of retribution.
MAKE SURE RECORDS OF SUCH EXPENDITURES accurately reflect the true
The results of these 1,596 investigations led directly to 343 disciplinary actions being nature of the transaction.
taken, including 130 employee separations, 178 warnings, 10 job changes, and 25
financially impacted employees. Of the disciplinary actions, approximately 58% NEVER OFFER A BUSINESS COURTESY, such as a gift, contribution or
occurred outside the United States. Ombudspersons monitor investigations to ensure entertainment, under circumstances that might create the appearance of an
timely closure and prompt feedback to those who raise concerns. 94% of last year’s impropriety.
investigations are closed to date, averaging approximately 45 days to complete. NEVER OFFER, PROMISE, PAY OR AUTHORIZE anything of value (such as money,
goods or services) to a government official or employee of a customer to obtain or
retain an improper advantage.
NEVER GIVE A GRATUITY or other payment to government officials or employees to
expedite a routine administrative action without fully disclosing it to the GE National
1Source: http://www.ge.com/files_citizenship/pdf/TheSpirit&TheLetter.pdf

Executive or GE legal counsel. Some national laws that prohibit bribery outside that ANY SUGGESTION TO DIRECT GE BUSINESS through a specific representative or
nation include an exception for “facilitating payments” to expedite a routine partner due to a “special relationship”
administrative action to which a person is otherwise entitled. These payments are
ANY REQUEST to make a payment in a country or to a name not related to the
often illegal under local anti -bribery laws, and GE strongly discourages them. Make
transaction.
sure you understand the difference between a bribe — corruptly giving someone else
a thing of value in exchange for exercising discretion in your favor — and a facilitating A COMMISSION that is disproportionate to the services provided
payment, which involves the payment of a small amount of money to expedite a
Raise Your Voice: Your obligation to raise integrity concerns
routine action to which you are entitled.
Raising an integrity concern protects the GE community: our company, our colleagues
NEVER CONTRIBUTE COMPANY FUNDS or other company assets for political
and our stakeholders.
purposes in the United States without the prior approval of GE’s Vice President for
Government Relations. Never contribute company funds or other company assets for If you have a concern about compliance with GE policy, you have a responsibility to
political purposes outside the United States without the approval of both GE’s Vice raise that concern.
President for Government Relations and GE’s Vice President for International Law
RAISE CONCERNS EARLY.
and Policy.
The longer we wait to address a concern, the worse it may become.
REQUIRE ANY PERSON OR FIRM WHO REPRESENTS GE (such as a consultant,
agent, sales representative, distributor or contractor) to comply with this policy and YOU MAY REMAIN ANONYMOUS.
related laws.
However, if you identify yourself, we are able to follow up with you and provide
FOLLOW YOUR BUSINESS’S DUE DILIGENCE PROCEDURES when selecting feedback.
persons or firms to represent GE.
CONFIDENTIALITY IS RESPECTED.
WHAT TO WATCH OUT FOR
Your identity and the information you provide will be shared only on a “need-to-know”
BACKGROUND INFORMATION about existing or potential third-party representatives basis with those responsible for resolving the concern.
that indicates:
RETALIATION VIOLATES GE POLICY.
• allegations of improper business practices
GE absolutely prohibits retaliation against anyone for raising or helping to address an
• reputation for bribes integrity concern. Retaliation is grounds for discipline up to and including dismissal.
• family or other relation ship that could improperly influence the decision of a How to raise an integrity concern
customer or government official
GE offers several channels for raising concerns. Use the channel that is most
comfortable for you.
ANY DEMAND to receive a commission payment before the announcement of an
award decision.

WITHIN YOUR BUSINESS Penalties for violations

Generally, your supervisor or manager will be in the best position to resolve an Employees and leaders who violate the spirit or letter of GE’s policies are subject to
integrity concern quickly. However, your direct supervisor is not your only option. disciplinary action up to and including termination of employment. Misconduct that
Other resources include: may result in discipline includes:
• Your compliance leader or auditor • Violating GE policy
• Company legal counsel • Requesting others to violate GE policy
• Next level of management • Failure to promptly raise a known or suspected violation of GE policy
• Your business ombudsperson or integrity helpline (listed at integrity.ge.com) • Failure to cooperate in GE investigations of possible policy violations
GE CORPORATE OMBUDSPERSON • Retaliation against another employee for reporting an integrity concern
The GE Ombudsperson process allows you to voice your integrity questions and • Failure to demonstrate leadership and diligence to ensure compliance with GE
concerns, anonymously if you choose, and you will receive a response. policies and law
P.O. Box 911
Fairfield, CT 06430
U.S.A.
800 -227-5003 (U.S.A. only) or
8*229-2603 or (1) 203-373-2603
ombudsperson@corporate.ge.com
GE BOARD OF DIRECTORS
You may report concerns about GE’s accounting, internal accounting controls or
auditing matters, as well as other concerns, to the Board of Directors or the Audit
Committee.
GE Board of Directors
General Electric Company (W2E)
3135 Easton Turnpike
Fairfield, CT 06828 U.S.A.
800 -417-0575 (U.S.A. only)
(1) 203-373-2652
directors@corporate.ge.com

13. Ford Motor
2007/08 Sustainability Report 1 Policies, Directives and standards for Ford employees. It is now more global in
content and is available in 13 languages. The online version available to personnel
Adoption of Revised Code of Basic Working Conditions includes active links to the original source documents, thus providing a single source
In 2006, we revised our CBWC to add provisions that we felt were important to for the relevant information.
strengthen our efforts in this area, based on our experience implementing and The revised Handbook outlines employee behavior requirements and provides
assessing compliance with the CBWC. Reflecting our increasingly integrated background resources for a wide range of business-related situations, including gifts,
approach to managing human rights and community issues, the revi sions articulated favors and conflicts of interest; political activities; and competition and antitrust laws.
our commitments on several key issues that extend beyond the fenceline of our While Ford has had well-developed Policies and Directives for many years, the new
facilities and those of our suppliers to include our impacts on the communities in which Handbook ensures that Ford employees everywhere in the world receive consistent
we operate. information and the tools they need to respond appropriately when ethical issues
Specifically, we added commitments on “community engagement and indigenous arise.
populations,” “bribery and corruption” and “environment and sustainability.” We also Virtually all salaried employees around the world are required to certify that they have
added explicit reference to – and our general endorsement of – several human rights reviewed the new Handbook. In 2008, contract personnel will also be required to
frameworks and charters. The revised CBWC was approved and formally rolled out to make the certification. Employees also take mandatory online training on key ethical
employees and suppliers as Policy Letter #24 in 2007. topics, including anti-bribery; gifts, favors, and conflicts of interest; internal controls;
Reinforcing our Commitment to Ethical Business Practices fair competition; and mutual respect.
Our Corporate Compliance Office has a comprehensive program in place to guide We assess compliance with our Code of Conduct Handbook, encourage employees to
compliance with Ford Policies and Directives and key legal requirements, and to report potential ethical issues and provide a variety of means for them to do so.
provide training and education on those requirements, as well as monitoring and
auditing of compliance. The Corporate Compliance Office is part of Ford’s Office of
the General Counsel, and our corporate compliance program is overseen by a senior
management compliance committee and the Audit Committee of the Board of Code of Conduct Handbook²
Directors.
Ford took a number of initiatives in 2007 to increase awareness of and adherence to Anti-Bribery
ethical business practices. We rolled out mandatory online courses for employees on
several key ethical topics, enhanced our Policies and Directives pertaining to anti- Policy Overview
bribery issues, and provided in-person anti-bribery training. One high-impact initiative
The Company has a long-standing Policy not to engage in any act that could possibly
in 2007 was the completion of a major revision of our ethical guidance document, now
be construed as giving or receiving a bribe. This is especially true when dealing with
called the Code of Conduct Handbook. The document was restructured and revised to
government officials. Not only is it against Company Policy, but it is also against the
make it easier to understand and use as a reference manual. In its new incarnation,
law. Most countries have laws that prohibit bribing local or foreign officials. This is true
the Code of Conduct Handbook is a compilation of the most important and relevant
1 Source: http://www.ford.com/doc/sr07-ford-sustainability.pdf
²Source: http://www.ford.com/doc/corporate_conduct_standards.pdf

even in countries where it seems that payments to government officials are a normal - Unnecessary secrecy
part of doing business.
- Being told “not to ask”
Although it is Company Policy to use Company personnel to conduct business
- Inflated invoices or unusual rebates
whenever possible, at times we hire agents or others outside the Company to assist
with our business. In such situations, the Company must take measures to guard - Unexplained or large bonuses, or unexplained or large items on
against using agents that give bribes. The Company can be held liable for the actions expense reports
of the agents it hires.
- Payments to people or entities not involved in the transaction
Core Requirements
- Payments in countries other than where the transaction is located
• Never give anything of value to a government official in order to obtain or retain
- Off-books accounts or “slush funds”
business, or to gain preferential treatment. This includes, for example, offering or
promising to give gifts, entertainment, travel, favors, or special purchase terms on - Anything that is “not quite right”
vehicles, regardless of whether something is actually given. An offer or a promise
in itself can be considered to be a bribe.
• Be sure that the Company’s books and records accurately reflect transactions
• Contact the Office of the General Counsel or your local legal office before
and expenses, and follow Company processes and procedures very carefully.
providing special treatment to a government official, even if there may be a
legitimate business reason for doing so. • Do not offer employment to, or even discuss potential employment with, someone
who is currently working in a government position that has any business with the
• Remember, the term “government official” can include:
Company, or that has authority over any business with the Company. Even after
- Officials and employees of any government-owned or government- individuals leave their government positions, there may be local restrictions on
controlled business entities their ability to be employed in the private sector. Consult with the Office of the
General Counsel or your local legal office for guidance.
- Political parties
• Never give a gift or favor to a government official in exchange for any particular
- Party officials
past, present, or future service. If you are not sure whether a gift or payment is
- Members of royal families permissible, ask the Office of the General Counsel or your local legal office.
- Political candidates
- Employees of government departments or agencies Money Laundering
- Employees of government-owned, joint-venture partnerships or
government-owned banks (in certain countries) Policy Overview
• If you must use an agent when dealing with government officials, be sure you Everyone must follow Company policies and procedures that have been developed to
investigate the integrity of the agent you hire. Look for “red flags” such as: avoid involvement in any money laundering scheme, and to ensure that the Company

complies with regulatory reporting requirements for transactions that meet a certain organizations that do business with the Company, or that are actively seeking to do
monetary threshold. Money laundering is the use of transactions by criminals, business with the Company.
terrorists, or others to conceal the illegal source of the funds. Money laundering
Core Requirements
involves a number of transactions which, when completed, appear to be legitimate.
The actions of even one person in the Company in assisting with money laundering, • Do not use your position at the Company to privately enrich yourself or others
even if acting on his or her own, could subject the Company to civil and criminal (such as family or friends). In fact, you should avoid situations that could even
penalties and hurt the Company’s reputation (see your local appendix for relevant look to outsiders as if you are doing something improper.
local policies and procedures, and legal considerations).
• Never ask for a gift or favor from an individual or organization that does business
Core Requirements with the Company, or is actively seeking to do business with the Company.
• Look for any suspicious transactions using cash payments and/or monetary • Accept a gift or favor that is freely offered by suppliers, dealers, and others only if
instruments. it is of nominal value, involves a normal sales promotion, advertising, or publicity,
and there is a legitimate business purpose. In the United States, $50 is
• Report any suspicious activity to the Office of the General Counsel (use the Ford
considered to be nominal value. See your local appendix, or ask your Human
Legal Access Web site), or your local legal office immediately. This will allow you
Resources representative to find out what is considered “nominal value” in your
to verify whether the transaction constitutes a reportable event under local law
country.
and, if so, how and when such reporting must be done.
• Never accept any of the following types of gifts or favors from an individual or
organization that does business with the Company, or is actively seeking to do
Receiving Gifts or Favors business with the Company:
- Cash, gift certificates, or a gift of packaged alcohol (including beer or
Policy Overview wine)
Each of us is expected to act in a way that promotes the Company’s best interests. - Tickets to any event, unless the supplier is in attendance and the situation
Personal relationships with suppliers, dealers, and customers must not affect your meets all other entertainment limitations
ability to act in a manner that is best for the Company. Those relationships must not
- A loan, unless it is from a regular financial institution on normal terms
harm the Company’s reputation by creating the appearance of impropriety. One good
test is to ask yourself how others might view your actions if they were disclosed to - Discounts on goods or services, unless the supplier makes them generally
Company management or reported in the media. available to all employees in the Company
Accepting gifts or favors from a business contact, such as a supplier or dealer, can - Gifts or other donations for parties or social events attended principally by
cloud your judgment when making decisions for the Company, or give the appearance Company personnel (for example, retirement or holiday parties)
that the supplier or dealer is “buying” favorable treatment. Always follow the
• Return inappropriate gifts with a polite note explaining the Company’s Policy. If it
Company’s limitations and conditions on accepting gifts or favors from individuals or
is not possible or practical for you to return the gift, consult your local Human
Resources representative to determine what to do with the gift.

• Ask if you are not sure if something is appropriate. You may ask your manager, • Do not attend an event that involves adult entertainment when you are on
your local Human Resources representative, the Office of the General Counsel, Company business.
or your local legal office.
• Do not travel on a supplier’s aircraft or vehicle for transportation unless it is an
authorized Company business trip (such as a trip to a supplier’s plant for a
Quality Review, or a local social event that complies with the Company’s
Entertainment and Social Events entertainment Policies). Additionally, any travel on a supplier’s aircraft must meet
the requirements of Directive A-110.
Policy Overview
• Although you may accept invitations from multiple suppliers, remember that
Socializing with suppliers, dealers, and other business contacts (referred to below frequent acceptance of gifts or invitations (even if within Policy limitations) may
simply as “suppliers”) can be helpful in cultivating a good working relationship, but create an appearance of impropriety.
there are limitations on what types of entertainment and social events are acceptable.
• You may accept a gift while at a supplier-paid event, as long as the gift is of
You must always remember to act in a way that promotes the Company’s best
nominal value. Remember, prizes given out at such events are considered gifts.
interests, and that protects the Company’s reputation. Social activities with business
Therefore, you may not accept a prize of greater than nominal value, even if you
associates must be appropriate and limited. You should only accept invitations that
win a contest to qualify for the prize. See your local appendix, or ask your Human
are business related and freely offered. You should never accept an invitation that
Resources representative to find out what is considered “nominal value” in your
would create an appearance of impropriety. Always follow the Company’s limitations
country.
on attending supplier paid activities.
• Use good judgment when you are offered gifts or invitations. If there is any doubt
Core Requirements
whether the conduct is appropriate, you should consult your Human Resources
• Know and follow Company Policies regarding accepting refreshments, representative or pay your own way.
entertainment, and other social events associated with your work at the
Company:
- You may accept refreshments provided by a supplier while attending a Giving Gifts or Favors to Outside Business Contacts or Company Personnel
business meeting.
Policy Overview
- You may accept only one meal per quarter per supplier.
Giving gifts, just like receiving gifts, can harm the Company’s reputation by creating
- You may accept only one meal per week, in total, from all suppliers.
the appearance of impropriety. In some situations, giving gifts or favors can also
- You may accept up to two entertainment events (such as a golf outing, violate the law; for example, when dealing with government officials. Giving gifts to
or a sporting, theatrical, or cultural event) per calendar year, per Company personnel can raise issues of preferential or unfair treatment that can affect
supplier, provided that the supplier is in attendance and the event does morale and create perceptions of favoritism. For these reasons, it is important to
not require extensive travel or an overnight stay. follow the Company’s gift and favor Policies.

When giving gifts or favors to those who do, or seek to do, business with the • Ask if you are not sure if something is appropriate. You can ask your manager,
Company, several tests must be met. (Remember that “favors” include meals and your local Human Resources representative, the Office of the General Counsel,
entertainment). Any gift or favor must: (a) be part of normal Company-approved sales or your local legal office. For country-specific information, see your local
promotions, advertising, or publicity; and (b) be of limited value and not risk the appendix.
appearance of impropriety. Giving gifts or favors to certain business contacts may
Duty to Report Violations
have additional legal limitations. Any time you are working with a government official
or union representative, be sure that you understand any limitations that may apply. All personnel must report all known or suspected violations of Company Policy or
business-related legal requirements, including:
Regarding gifts or favors to Company personnel, neither a Company organization nor
a Company employee may give gifts or favors paid for by the Company to Company • Civil and criminal laws, and government rules and regulations
personnel or their family members without an approved exception.
• This Code of Conduct Handbook
Core Requirements
• Company Policy Letters and Directives, including those described in this
• Do not give gifts or favors of value greater than the limitations in Directive A-109 Handbook
to any business contact unless the gifts or favors are part of a Company-
approved promotion. You should avoid situations that even look to outsiders as if
you are doing something improper. If you become aware of a known or suspected violation of Company Policy or
business-related legal requirements, you should report it promptly to one of the
• Follow the guidance given in the section titled Working with Governments;
following:
Restrictions on Political Activities in this Handbook for gifts to government
officials. • Your Human Resources or Personnel Relations representative
• Never provide gifts, entertainment , or other favors to a union representative • The General Auditor’s Office
without consulting with the Office of the General Council or your local legal office.
• The Office of the General Counsel or your local legal office
• Be sure that any gifts or favors given to personnel on behalf of the Company are
• Your Regional Investigation Coordinator or Local Incident Coordinator (see
part of a Company-approved program and comply with the limitations in Directive
description below). Coordinators are listed at the Corporate Security and Fire
A-109. Items that are permitted under Directive A-109 include:
Web site.
- Gifts of limited value (such as T-shirts or key chains) that are part of a
• The hotline in your country or region. Some countries, such as France and Italy,
Company-sponsored recognition program
do not have hotlines.
- Gifts of limited value that involve normal sales promotion, advertising, or
• The toll-free Corporate hotline based in the United States, listed at the Corporate
publicity given to participants at Company sponsored activities
Security and Fire Web site
- Certain sales incentives, subject to the limitations in Directive A-109
• The Corporate Security and Fire Web site (based in the United States)

• Recipient organizations authorized to receive such reports through other All personnel must know and comply with the spirit and the letter of all company
procedures, for example, Volvo’s Incident Reporting Tool (IRT ) system on the Policies and legal requirements related to their work. If you supervise any personnel,
Volvo Cars Security Web site. you are expected to take reasonable steps to ensure that they, too, know and follow
Company policies and any applicable legal requirements.
Remember, anyone who violates the law or a Company Policy may be subject to
If you are in an organization outside of the United States and receive a report of a
disciplinary action, up to and including termination or release. Violations of the law can
suspected violation, you should immediately forward the report to your Regional
expose the Company, and even the individual violator, to fines, penalties, civil
Investigation Coordinator or Local Incident Coordinator listed at the Corporate
damages, and, in some cases, imprisonment. Additionally, violations could damage
Security and Fire Web site. If you are in a U.S. organization and receive a report of a
the Company’s reputation and result in lost sales and profits.
suspected violation, you should immediately forward the report to Corporate Security
and Fire (see Finance Manual Section 89-10-20 for details on receiving and
forwarding reports).
When you report suspected violations, it is most helpful if you provide your name so
you can be reached for further details and follow-up information. All reports are
handled as confidentially as possible, while still enabling the Company to conduct a
thorough investigation. However, you may make an anonymous repor t by calling a
hotline, or by submitting an incident report form obtained from the Corporate Security
and Fire Web site.
Company Policy prohibits any form of retaliation against individ uals who, in good faith,
report suspected violations of the law or Company Policy, or who cooperate in an
investigation of a suspected violation reported by someone else.
Responsibility
Ford Motor Company is committed to conducting business fairly and honestly. This
commitment to integrity requires each of us to act ethically. Each of us is expected to
act, at all times and in all circumstances, with the highest sense of integrity on behalf
of the Company. We are expected to act in a manner that protects and enhances the
Company’s corporate reputation.

14. Fortis
Fortis Principles of Business Conduct1 INTERNAL RELATIONSHIPS
RELATIONSHIPS WITH OUR COMMUNITIES Separation of business and private interests
Governments; regulators Business interests should be well separated from private interests. Conflicts of private
and business interests and the appearance of such conflicts are to be avoided.
Our relationships with representatives of the governments in the countries where we
operate, such as external regulators, are based on respect, professionalism and trust. Conflicts of interest can occur in many different ways. One example is if we are
involved on behalf of a Fortis company in negotiations concerning a contractual
Bribery in any form is not tolerated. relationship with a company in which we have a personal interest exceeding an
RELATIONSHIPS WITH OUR CUSTOMERS ordinary investment. Conflicts of interest also arise if we accept some personal benefit
that may adversely affect our judgement on behalf of our company, or that may cause
Customer acceptance us to act differently than we would without the receipt of such a benefit, or that might
We value an impeccable reputation as a trustworthy financial services company; otherwise damage Fortis’ reputation. Benefits may include payments, gifts,
therefore we do not enter into relationships with individuals or organizations engaged entertainment, services, loans or the promise of future benefits. The acceptance of the
in or suspected of illegal or unethical activities. conventional courtesies of business life, such as gifts of insignificant value or
customary social entertainment is allowed as long as they do not potentially affect our
New customers are accepted with due care. We defend our organization against judgement or cause us to act differently as described above.
abuse by criminal organizations or individuals. We adhere to the laws and regulations
on money laundering, both the letter and the spirit. Furthermore, we pursue an active We will use company property and company relationships for business purposes only
anti-fraud and anti-money laundering policy. and never for personal benefit. Unpublicized information on the company, which we
may have access to, belongs to the company. Equally, we fully respect the rights of
Clear prices third parties – for example copyright on software.
At all times we are clear and straightforward towards our customers on the prices of FINAL REMARKS
our products and services. We do not grant personal benefits, such as gifts,
entertainment or services, to customers or their representatives with the aim of Fortis’ reputation as a trustworthy partner is an asset of great importance to be
acquiring business, if we would not accept such benefits ourselves on the basis of maintained and enhanced by proper business conduct. From all our employees from
these Principles (see below under ‘Separation of business and private interests’ on the highest to the lowest level we expect adherence to and proper observance of
page 19). All current charges, rates and other terms and conditions of our products these Principles of Business Conduct, to the letter and to the spirit. On top of that we
and services are properly reflected in any business documents that are available to expect from managers exemplary behaviour and, in addition, that they actively
company officers for inspection. motivate their subordinates to observe the Principles at all times. Fortis companies will
react adequately should cases of negligence or violation of these Principles
nevertheless occur.
1Source: http:// www.fortis.com/sustainability/media/pdf/PrinciplesEN.pdf

15. AXA
Compliance and Ethics Guide 1 • offering or paying bribes or other financial incentives to an auditor, including
offering future employment or contracts for non-audit services;
Gifts, Entertainment and Inducements
• knowingly providing an auditor with inaccurate or misleading legal analysis;
Business gifts and entertainment are designed to build goodwill and sound working
relationships among business partners. However, under certain circumstances, gifts, • threatening to cancel or canceling existing non-audit or audit engagements if the
entertainment, favors, benefits, and/or job offers may be attempts to “purchase ” auditor objects to the company’s accounting; or
favorable treatment. Accepting such inducements could raise doubts about an AXA • seeking to have a partner removed from the audit engagement because the
Associate ’s ability to make independent business judgments in AXA’s best interests. partner objects to the company’s accounting.
For example, a problem would arise if (1) the receipt by an AXA Associate of a gift,
entertainment or other inducement would compromise, or could be reasonably viewed
as compromising, that individual ’s ability to make objective and fair business decisions The foregoing list is not exhaustive, and other actions may also constitute improper
on behalf of the AXA Group, or (2) the offering by an AXA Associate of a gift, influence depending on the circumstances.
entertainment or other inducement appears to be an attempt to obtain business
through improper means or use improper means to gain any special advantage in our INTERNAL FRAUD CONTROL
business relationships, or could reasonably be viewed as such an attempt. These Improper or fraudulent financial activity:
situations can arise in many different circumstances (including with current or
prospective suppliers and clients) and AXA Associates should keep in mind that e.g., commercial and/or public bribery, over billing, employer fraud against employees,
certain types of inducements, may constitute illegal bribes, pay-offs or kickbacks. tax fraud. This list is not intended to be exhaustive. Money laundering which may
constitute a form of fraud, potentially identified in this category (3), is addressed in the
The onus is on the individual AXA Associate to use good judgment and ensure there Group’s existing Anti-Money Laundering Policy.
is no violation of these principles. If you have any question or uncertainty about
whether any gifts, entertainment or other type of inducements are appropriate, please Procurement Ethics
contact your supervisor or a representative of your company’s Human Resources, Neutrality:
Legal or Compliance Department.
Procurement Associates are prohibited from accepting, directly or indirectly, gifts,
Improper Influence on Conduct of Audits entertainment, consideration, personal benefits or other inducements of any kind from
AXA Associates, and persons acting under their direction, are prohibited from taking existing or potential vendors without the express permission from the head of their
any action to coerce, manipulate, mislead or fraudulently influence any independent company’s Procurement Department. This means that Procurement Associates,
public or certified public accountant engaged in the performance of an audit or review without express permission from the head of their company’s Procurement
of AXA ’s financial statements. The following is a list of actions that might constitute Department, may not :
improper influence:
1Source: http://www.axa.com/lib/en/uploads/refdoc/compliance/AXA_Complian ce_Guideb.pdf

• Accept any meal, invitation to a sporting, social or similar event from a vendor or payment to violate the AXA Group’s policy and the law — merely offering, promising
participate in any trip, seminar, visit or other event of any kind organized by a or authorizing it will be considered a violation of this Guide.
vendor.
In addition, many jurisdictions have laws and regulations regarding business gratuities
• Accept personal gifts, entertainment or favors from a vendor including which may be accepted by government personnel. Gifts or courtesies that would not
“perishable” gifts that may be received unsolicited from vendors from time to time be appropriate even for private parties are in all cases inappropriate for government
(any such perishable gifts received should be refused wherever possible, failing officials.
which, they should be donated to AXA Hearts in Action or a similar local initiative.
ANSWERS TO COMMONLY ASKED QUESTIONS
• Accept any form of services or products from a vendor at discounted rates or on
special terms or conditions that are not generally available to the public. How do I report misconduct or other matters that I believe should be reported
under the Policies in this Guide?
In addition, receiving any form of “kickback” or other compensation from a supplier is
The Group has adopted a Policy Statement on Handling of Employee Complaints
strictly prohibited by AXA and may also constitute a violation of law.
which is included in Section 6 of this Guide. AXA Associates should consult that Policy
Relationships with Government Personnel Statement for information on the procedures to follow if they have something to report
under any of the other Policies included in this Guide. Taking pro-active steps to
AXA Associates should be aware that practices that may be acceptable in the
prevent problems is part of the AXA Group’s culture and speaking to the right people
commercial business environment (such as providing certain transportation, meals,
is one of your first steps to understanding and resolving what often can be difficult
entertainment and other things of nominal value), may be entirely unacceptable and
questions. Anyone reporting misconduct in good faith will be protected against
even illegal when they relate to government employees or others who act on the
retaliation.
government’s behalf. Therefore, you must be aware of and adhere to the relevant
laws and regulations governing relations between government employees and The Policy Statement on handling Employee Complaints includes “whistleblower”
customers and suppliers in every country where you conduct business. procedures and protections pursuant to which Group employees may report directly to
the Chairman of the Group’s Audit Committee any complaints, concerns or suspicions
It is strictly against AXA Group policy for AXA Associates to give money or gifts to any
they may have regarding accounting, internal accounting control or auditing matters
official or any employee of a governmental entity if doing so could reasonably be
(including fraud in connection with any of these matters). These matters may be
construed as having any connection with the AXA Group’s business relationship. Such
reported directly to the Chairman of the Audit Committee by fax (fax number 331 4500
actions are prohibited by law in many jurisdictions. It is the responsibility of all AXA
3016) either on a named or anonymous basis as described in Section 6. All reporting
Associates to adhere to the laws and regulations applicable in the jurisdictions where
is voluntary and in the entire discretion of the employee.
they do business.
What are the consequences of failing to comply with the principles in the
We expect all AXA Associates to refuse to make questionable payments. Any
Guide?
proposed payment or gift to a government official must be reviewed in advance by the
chief legal officer of your company, even if such payment is common in the country of As noted above, AXA Group companies do business in approximately 50 countries
payment. AXA Associates should be aware that they do not actuall y have to make the around the world, each of which has its own unique business, legal and regulatory
environment.

Consequently, this Guide does not attempt to define a uniform se t of rules or The requirement to have a “Whistleblower Policy” was part of the legislative reaction
sanctions for failure to comply with the Policies set forth in the Guide. to well publicized incidents in the Enron affair in which employees reported to
management several detailed allegations of accounting, fraud and related misconduct
Most AXA Group companies have well defined internal regulations and other policies
but management never communicated those complaints the company’s Audit
governing employee relations, including matters such as disciplinary measures in the
Committee for review. This was perceived as an abuse by the US Congress and, in
event of misconduct. The consequences of failing to comply with the Policies set forth
the Sarbanes Oxley Act of 2002, it included a specific provision requiring that
in this Guide will depend on the internal regulations and policies in force at your employees have direct access to the Audit Committee for complaints, concerns or
particular AXA Group company and any sanction or other action taken as a result of a suspicions that they may have concerning accounting, internal controls and/or fraud.
failure to comply will be in accordance with those internal regulations and policies. As The Group’s Whistleblower Policy also reflects specific rules issued in December
discussed below, in the event that any Policy (or specific provision of a Policy) 2005 by the French Data Protection Authority (the Commission Nationale de
contained in this Guide conflicts with the internal regulations or policies of your AXA l’Informatique et des Libertés or “CNIL”) on these types of policies.
Group company (including those governing employee relations) or with applicable
legal/ regulatory requirements, the Policy (or specific provision) in question will not
apply to you or to your AXA Group company until such time as these conflicts have
been resolved in a manner consistent with the legal, contractual and corporate
governance requirements applicable to your AXA Group company.
Why does the Group have a « Whistleblower » policy and what is its purpose?
Due to its listing on the New York Stock Exchange, AXA is required to have a specific
policy (a “Whistleblower Policy”) permitting Group employees to report directly to the
Chairman of the Group’s Audit Committee on a named or anonymous basis any
complaints, concerns or suspicions they may have concerning acco unting, internal
accounting control or auditing matters (including fraud in connection with any of these
matters). The Group’s Policy Statement on Handling Employee Complaints in Section
6 of this Guide includes a “Whistleblower” policy. The purpose of this Whistleblower
Policy is to provide Group employees with an alternative means for reporting these
specific types of issues directly to the Chairman of the Audit Committee in situations
where they are not comfortable reporting these issues through the normal reporting
channels. Please note that anonymous reporting under the Group’s Whistleblower
policy is strictly limited to accounting, internal accounting control or auditing matters
(including fraud in connection with any of these matters) as described in Section 6.
Group employees are not obligated to take any action – all reporting is voluntary and
in the entire discretion of the employee.

16. Sinopec
2007 Sustainable Development Report1 • Carried out project supervision and contractors evaluation.
Anti-Corruption
In 2007, we attached great importance on the punishment, prevention and system 2. Does your company work with any other organisations, industry peers or other
formulation in place to eliminate corruption and promote a healthy, stable and stakeholders to prevent corruption?
harmonious organisation. These efforts included: We adopt many measures to corporate with other relative parties. For example, we
• Promoting anti-corruption education to build awareness; invite the Fangshan District Procuratorate to share specific cases with the factory, and
also communicate with other companies via website.
• Implementing supervision management measures for better internal controls
based on the principles of fairness, openness, transparency and all-through
supervision;
• Implementing a performance review and inspection system to strengthen
company management supervision;
• Enforcing a prevention system; and,
• Operating an anonymous anti-corruption reporting hotline. We also have in place
a periodical checking system.
Interview with Mr Liu Changwei, Director, No. 1 Chemical Factory, Yanshan

Petrochemical Company, Sinopec Corp. 1
1. What measures did your company take in 2007 to improve the awareness of anti-
corruption?
To prevent corruption and improve anti-corruption awareness, we:
• Initiated several major educational programmes. All employees were shown
educational movies showing the benefits of outstanding, clean and diligent
leadership;
• Unified the strength of the inspection and auditing systems. Supervision,
management and inspection systems are effectively demarcated;
• Assigned the principals on the scene as the first responsible person; and
1 Source:http://english.sinopec.com/download_center/reports/2007/20080717 /download/SustainReport2007en.pdf

17. Citigroup
Code of Conduct 1 Some Citi businesses have supplemental policies regarding gifts and entertainment,
which may be more restrictive and/or require additional reports or approvals. You are
Gifts and Entertainment responsible for complying with the policies that are applicable to you. You must report
gifts in accordance with any policy your business has regarding gift reporting. If you
Accepting Gifts and Entertainment are in a corporate staff unit, or are not otherwise subject to an applicable business unit
policy, all gifts, other than the exceptions noted in (1) – (3) above, must be reported in
In general, you may not accept gifts or the conveyance of anything of value (including writing to your supervisor with a copy to your compliance officer.
entertainment) from current or prospective Citi clients or vendors. You may never
accept a gift under circumstances in which it could even appear to others that your Giving Gifts and Providing Entertainment
business judgment has been compromised. Similarly, you may not accept or allow a If a gift could be seen by others as potentially engaging in bribery or consideration for
close family member to accept gifts, services, loans or preferential treatment from an official or business favor, you must not give the gift. Appropriate entertainment may
anyone—clients, vendors or others—in exchange for a past, current or future business be offered to clients by persons authorized to do so, subject to the reporting and
relationship with Citi. business expense reimbursement requirements applicable to your business. For more
Cash gifts or their equivalent (e.g., gift cards or vouchers) may not be accepted under information, see the Citi Expense Management Policy at
any circumstances. Noncash gifts may be accepted when permitted under applicable www.citigroup.net/policydirectory. Your business unit may have supplemental policies
law if they are (1) nominal in value (i.e., less than or equal to US$100); (2) related to gift giving.
appropriate, customary and reasonable meals and entertainment at which the giver is Many countries, states and local jurisdictions have laws restricting gifts (e.g., meals,
present, such as an occasional business meal or sporting event; or (3) gifts based on entertainment, transportation, lodging or other things of value) that may be provided to
family or personal relationships, and clearly not meant to influ ence Citi business. government officials. In addition, the U.S. Foreign Corrupt Practices Act of 1977
Vendors or clients occasionally sponsor events where raffles or prizes are awarded to (“FCPA”) outlines very serious provisions against bribery, including the payment, or
attendees. The criteria for selecting winners and the value of these prizes can vary promise of payment, of anything of value to foreign officials (including any person
greatly, and could raise the appearance of impropriety. Check your specific business employed by or representing a foreign government, officials of a foreign political party,
policy with regard to these events and comply with any restrictions. If you have any officials of public international organizations and candidates for foreign office).
question about the appropriateness of accepting a gift, invitation, raffle or other prize, Payment made indirectly through a consultant, contractor or other intermediary is also
you should discuss the matter with your supervisor and your compliance officer prior prohibited.
to acceptance. “Facilitating payments” are small payments to low-level government officials to
In certain situations, it may be appropriate to accept a gift and place it on display at expedite or secure performance of a nondiscretionary, routine governmental action.
Citi or donate the item to a charity in the name of Citi, or make a donation to the Citi There are rules regarding facilitating payments, and many countries prohibit such
Foundation in an amount equal to the “fair-market value.” Consult your business unit’s payments. Facilitating payments may not be made without specific prior approval of
specific policy or your compliance officer for further guidance. the business’ legal or compliance officer and then only when such payments are not
against local law.
1 Source: http://www.citigroup.com/citi/corporategovernance/data/codeconduct_en.pdf?ieNocache=732

To ensure compliance with both local laws and the FCPA, gifts to government officials specific requirements for financial institutions to conduct appropriate due diligence
must be precleared with the senior business manager and your business unit’s and, in certain instances, enhanced due diligence for potentially high-risk clients.
internal legal counsel or compliance officer. Under no circumstances may you offer Many other countries also have complex and rapidly evolving laws and regulations
anything of value to a government official (or to members of the official’s family) for the designed to ensure that financial institutions know that their clients are using their
purpose of influencing the recipient to take or refrain from taking any official action, or products and services for legitimate purposes. Since September 11, 2001, U.S. law
to induce the recipient to conduct business with Citi. enforcement agencies issue lists periodically of individuals and entities that may be
linked to money laundering and/or terrorist financing. Financial institutions are
It is your responsibility to become familiar with gift and entertainment restrictions
required to search certain records in the U.S. and to provide information to the U.S.
applicable to you and to comply with all preapproval and reporting requirements.
Treasury Department if an account or relationship on the list is identified. There are
Failure to follow procedures for the FCPA (and similar regulatory requirements) could
also lists that are issued by the U.S. Treasury Department’s Office of Foreign Assets
result in serious consequences for you and for Citi. For more information, see the Citi
Control (“OFAC”) that contain information of specifically designated money
FCPA Policy at www.citigroup.net/policydirectory.
launderers, terrorists or terrorist organizations. Further, in a particular country there
Responsibility to Our Franchise may a local list of persons and entities with which the franchise may not do business.
Citi is committed to cooperating with these efforts to the fullest extent permitted by
Anti-Money Laundering (“AML”) Compliance Money laundering is a problem of global
law.
proportions with potentially devastating consequences. Money laundering is defined
as the process of converting illegal proceeds so that funds are made to appear Questions regarding Citi’s AML and anti-terrorist financing efforts may be directed to
legitimate, and it is not limited to cash transactions. Global AML Compliance, your business’ compliance department or to Global
Compliance. For more information, see the Citi Global Anti-Money Laundering Policy,
We recognize that we benefit from operating in open economies with clear rules and
at www.citigroup.net/policydirectory.
regulations and strict standards of good governance. Toward that end, Global AML,
with its partners in compliance and the businesses, has established standards to Raising Ethical Issues
protect Citi from being used to launder the proceeds of illicit activity. Further, Citi has
Compliance with the highest ethical standards is a critical element of your
taken a leadership role in adopting and promoting global AML principles and
responsibilities. Citi strongly encourages you to raise concerns or questions regarding
continues to be at the forefront of efforts to identify the role that financial institutions
ethics, discrimination or harassment matters, and to report suspected violations of
can play in preventing the financing of terrorism.
other applicable laws, regulations and policies. Early identification and resolution of
The Citi Global AML Policy requires that Citi businesses develop and implement these issues are critical to maintaining Citi’s commitment to be the most respected
effective AML programs to comply with applicable laws and to protect Citi from being global financial services company.
used for money laundering. You must follow the Citi Global AML Policy and your
The Code of Conduct provides an overview of some of the key policies of which you
business’ specific AML program and procedures. No customer relationship is worth
need to be aware. In addition, you must also be aware of the detailed policies,
compromising our commitment to combating money laundering, terrorist financing and
procedures and regulations specific to your business. However, Citi cannot anticipate
other crimes.
every issue you may encounter. Situations in the workplace may arise where the
In the U.S., the USA PATRIOT Act and other related laws and regu lations mandate proper course of action may not be clear, and it is helpful to consider some questions

before you act. When faced with this type of dilemma, first ask yourself: If you are uncomfortable about raising your concerns with these functions, you may
contact the Citi Ethics Office, located in the U.S. The Citi Ethics Office may be
• Does something feel wrong about this situation?
reached by:
• Would my action be consistent with this Code, applicable policies and laws?
• Calling the Ethics Hotline, a toll-free number (available 24 hours per day, 7 days
• How might my decision impact others? per week in multiple languages) at
• Would my action or failure to act result in even the appearance of impropriety? - 866 ETHIC 99
• What might be the consequences of my action or inaction? - Or dial your country access code and 866-384-4299
- Or 212-559-5842 (direct or collect)
You should use your judgment and common sense; if something seems unethical or • E-mailing to ethicsconcern@citigroup.com
improper to you, it may very well be. If you have any questions regarding the best
• Mailing to:Citi Ethics Office 2 Court Square, 11th Floor Long Island City, NY
course of action in a particular situation, or if you reasonably suspect or become
11101
aware of a possible violation of a law, regulation or Citi ethical standard, you should
promptly contact any of the following: • Website submission at:
www.citigroup.com/citi/corporategovernance/ethicsconcern.htm
• The appointed person under any applicable local disclosure procedure or policy
• Faxing to 212-793-1347
• Your supervisor
• Your human resources representative
All contacts and investigations are treated as confidentially as possible, consistent
• Your business unit’s internal legal counsel
with the need to investigate and address the matter, subject to applicable laws and
• Your compliance officer regulations. Citi encourages you to communicate your concerns openly.
• An employee Ethics Hotline telephone number established by your business Complaints may be made anonymously to the extent permitted by applicable laws and
organization for this purpose (and typically found in an employee handbook or regulations. However, please be advised that if you do choose to remain anonymous,
similar publication) 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
• Audit and Risk Review
afforded under applicable laws and regulations to all parties related to the matter. Citi
• Citi Security and Investigative Services (“CSIS”) prohibits retaliatory actions against anyone who, in good faith, raises concerns or
questions regarding ethics, discrimination or harassment matters, or reports
• The Citi Board of Directors, through the Citi Corporate Secretary
suspected violations of other applicable laws, regulations or policies.

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 s hould raise it with
another of the contacts listed above.
Employee Criminal Wrongdoing or Fraud You are expected to report suspected fraud
or attempted fraud, and any mysterious disappearance of funds or securities
immediately. You may do so by contacting any of the persons listed above or CSIS.
You may call the CSIS Hotline toll free in the U.S. at 800-349-9714 or direct or collect
at 718 -248-1253 or e-mail csis@citigroup.com.
Executive Summary
Failure to observe the policies set forth in this Code and/or the policies applicable to
your business 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 supervisors and/or Citi.

18. Volkswagen
Sustainability Report 2007/20081 In 2006 the ombudsmen received some 60 items of information. Around one third of
the information related to serious incidents with were followed up rigorously. However,
Corporate Governance most of these incidents were still connected with the corruption affair.
Since June 2006 the Volkswagen Group has anchored its procedure against
Anti-corruption system corruption in binding and transparent form in the company directive “Avoiding Conflicts
One key consequence of the misconduct of individual employees in the summer of of Interest and Corruption.” This directive, which contains rules on accepting gifts and
2005 was the introduction by the Volkswagen Group of an internationally structured other benefits, on business meals or other events and on participation in other
Ombudsman System. companies, is designed to give employees security and a guideline for their behaviour.
The regulations, which also describe the entire anti-corruption system of the
Launched on January 23, 2006, the Ombudsman System strengthens the Volkswagen Volkswagen Group with the ombudsmen, the Anti-Corruption Officer and the
Group ’s anti-corruption programme. In the role of ombudsmen, two lawyers will accept investigation and coordination team, are in line with the latest findings on combating
information about cases of corruption in strict confidence and pass this on to the corruption.
company. A group of investigators from the Group Auditing, Legal Affairs and Security
departments will examine each individual case and take action immediately if
necessary. Employees and business partners can contact the two lawyers via an
international telephone number, by fax of by email. At the same time, on the basis of
their lawyer’s duty of confidentiality, which in anchored in law, the ombudsmen Avoiding conflicts of interest and corruption²
preserved absolute secrecy in respect of every person providing information. This
continues to apply if the matter should result in a criminal prosecution. It is entirely up General
to the person providing information what information the ombudsm en pass on to the
company and whether anonymity is to be preserved. Basic points
At Volkswagen, a competent group of investigators will follow up every piece of The basis for successful and sustained business activity is integrity and transparency
information received. The chairman of the group of investigators and the person in in all business actions. For this reason, any behaviour of any kind that could be
charge of anti-corruption measures at Volkswagen (the Anti-Corruption Officer) is the regarded as corrupt or harmful to the company has to be rejected and combated. This
head of the Group Auditing function, who reports to the Chairman of the Board of is the only way in which competitiveness, employment, and commercial success can
Management. The company will provide the ombudsmen with regular feedback. In be permanently secured.
turn, the ombudsmen will remain in contact with the people providing information and
The framework of binding guidelines is provided here by national and international
may ask them additional questions arising out of the investigations. This system
statutory and legal regulations, the agreements into which the company has entered
permits the exchange of information with people providing information while
such as the Global Compact, and the Volkswagen AG Group Guidelines.
maintaining strict confidentiality.
1 Source: http://www.volkswagenag.com/vwag/vwcorp/info_center/en/publications/2007/09/sustainability_report.-bin.acq/qual-BinaryStorageItem.Single.File/sustainability_report_07-08_engl.pdf
²Source: http://www.volkswagen.de/etc/medialib/vwcms/virtualmaster/de/Unternehmen/mobilitaet_und_nachhaltigkeit/downloads/corporate_governance.Par.0010.File.pdf/company_directive.pdf

Objectives of these regulations groups of employees.

These Organisational Instructions govern the handling of conflicts of interest and the Examples of gifts are spirits, clothing, jewellery, tickets to the theatre or sporting
combating of corruption and white-collar crime. events, and gift vouchers.
Preventive measures are taken on a sustainable basis against corruption and Other advantages include in particular non-tangible advantages given by the business
organised crime with the aid of binding and comprehensible regulations and associate such as honorary offices or special awards in connection with the business
supporting measures such as job rotation, double-verification principle, information, contact.
and consultation. In parallel with this there is an additional system in existence for
It is permissible to accept so-called courtesy gifts that do not exceed the
exposing and pursuing such actions and violations.
''insignificance'' limit, currently E50 from any one business associate in one year. No
provision has been made for an employee's superior to make exceptions to these
Avoiding conflicts of Interest
prohibited actions.
Basic points If a gift exceeds the ''insignificance'' limit, or if there is any doubt about its value, the
gift has to be returned to the donor. If this is not possible the Anti-Corruption Officer
Under the rules contained in Section 21 of the Working Regulations, the company's
will take a decision on its place of retention. The Coordination Committee will decide
business relationships are not allowed to be used to the advantage of an employee or
on the final use to which retained gifts are put.
any outside party, nor to the company's disadvantage.
Business meals and other events
Employees are under an obligation to obtain advice and assistance from their
superiors, the relevant Human Resources department or the Anti-Corruption Officer if Employees are only allowed to accept business meals, hospitality in connection with
there is any danger of a conflict of interests in the context of their work. In addition to inauguration or topping-out ceremonies and other social and business events if the
this, every employee is free to approach the Works Council. invitation has been issued voluntarily and in an appropriate and customary context. In
addition to this, the invitation has to serve a legitimate business purpose and to be
Acceptance of gifts or other benefits
made in the context of normal collaboration. Each employee's direct superior must be
Employees are forbidden to accept money, benefits in money's wor th, material gifts or informed about the frequency of and reasons for invitations to meals for which the
other advantages from people or firms with whom Volkswagen directly or indirectly business associate pays.
does business.
The sponsoring by direct or indirect business associates of social events within the
The acceptance of money is defined as including not only cash and credit transfers in workforce such as Christmas parties is prohibited. Invitations from business
favour of employees but also low-interest or interest-free loans, unusually high associates to other events such as sports matches, cultural events, special in-house
remuneration for private secondary employment out of proportion to the service trade fairs, product information events, or seminars have to be cleared in advance
provided, or sale or purchase transactions on terms that differ from market prices. with the top-level personnel manager. For their own protection, employees should
avoid accepting frequently recurring invitations from the same business associates.
Benefits in money's worth include, for instance, airline tickets, the provision free of
charge or for a very low charge of objects or vehicles for the employee's use,
invitations to holiday travel, and discounts that are not offered to all employees or

To prevent conflicts of interest from arising it is not allowed to let business associates The Anti-Corruption Officer and the other internal departments are required to
pay the cost of travel or overnight expenses. If overnight or other accommodation is maintain confidentiality towards third parties who are not involved in the proceedings.
provided on the business associate's premises the normal price on the market should
Ombudsman
be ascertained and paid.
The company also appoints one or more than one Ombudsman, an external lawyer
VW anti -corruption system
who accepts, examines and passes on information about possible cases of corruption
Consultation obligation to the Anti-Corruption Officer without revealing the identity of the person concerned.
The Ombudsman is neither entitled nor under any obligation to reveal the identity of
Corruption is defined for the purposes of these Organisational Instructions as the the person providing the information, nor the information itself or any related
misuse for private purposes of a position of power or influence granted by the free documentation, without that person’s express agreement.
market. It is usually associated with the following criminal offences:
If after an initial examination the Ombudsman considers that there are consistent and
• Bribery believable indications of a case of corruption or other matters harmful to the business
and disadvantageous to Volkswagen AG, and that members of its executive bodies
• Fraud
such as the Supervisory and Management Boards and/or the Volkswagen AG Anti-
• embezzlement. Corruption officer should be involved, he or she does not contact the Volkswagen AG
Anti-Corruption Officer but rather the Chairman of the Audit Committee of the
Volkswagen AG Supervisory Board alone, and informs him or her directly of the facts
Every employee is under an obligation to obtain advice and assistance if any of the case.
legitimate grounds for suspicion or legal doubts arise concerning the possibility of
The Ombudsman maintains contact to the person who provided the information and to
corruption or white -collar crime. It makes no difference here whether the suspicion
the Anti-Corruption Officer, and thus enables an anonymous exchange of information
relates to the employee himself or herself, or to their behaviour, or arises from their
to take place between this person and the company. The Ombudsman does not carry
working environment. Advice and help are available from every employee's immediate
out any investigatory work as such. The Anti-Corruption Officer and internal Group
superior, internal departments such as internal Auditing, Legal Matters, Group
Auditing, Legal Matters and Group Security departments decide on further action and
Security, or Human Resources, from the Anti-Corruption Officer or the Ombudsman.
bring in other Group departments if necessary.
Every employee is also free to approach the Works Council.
Investigation Committee
Anti-Corruption Officer
The Investigation Committee deals with matters brought to its attention by the Anti-
The company has appointed an Anti-Corruption Officer as the internal point of
Corruption Officer. These matters must display a certain degree of suspicion of
coordination and initial approach on all matters relating to corruption. The Anti-
corruption, the related criminal offences, or massive irregularities. Its core task is to
Corruption Officer belongs to Internal Group Auditing in organisational terms and is
lay down specific guidelines for action if there is any suspicion of corruption. The
available as an advisor to employees, business associates and third parties on all
Investigation Committee's other responsibilities, its authority, and its working methods
questions relevant to corruption such as the permissibility of accepting gifts.
are covered by the relevant Rules of Procedure.

Coordination Committee
The Coordination Committee is concerned with preventive measures for clarifying
basic questions relating to the combating of corruption. The main priority in its work is
to define specific guidelines for action relating to the preventive combating of
corruption. Its other responsibilities, its authority, and its working methods are covered
by the relevant Rules of Procedure.
Actions and sanctions
The company will sue for damages, if possible, and regardless of the internal
company action defined in Section 32 of the Work Regulations, or take any general
actions under labour law even extending to extraordinary dismissal in any instance of
a violation of these instructions. Criminal proceedings may also be initiated.
Information and clarification
Information campaigns on the subject of combating corruption are organised at
regular intervals in order that these principles of integrity are properly understood in all
parts of the company and continue to be a permanent component part of corporate
culture.
Deviating regulation
Measures and regulations for the avoidance of corruption and conflicts of interest that
go beyond these Organisational Instructions can be arranged under separate
agreements with individual employees or groups of employees.

19. Dexia Group
GENERAL PRINCIPLES IN THE FIGHT AGAINST MONEY LAUNDERING The principles and directives included in these documents constitute the minimum
AND THE FINANCING OF TERRORISM1 conditions to be fulfilled by all the entities of Dexia, in particular including:
The Dexia Group (Dexia SA and its branches, subsidiaries and other associated • Having an appropriate and operational “compliance” structure
companies, hereinafter called Dexia) formally undertakes to participate in the • Adopting appropriate anti-money laundering procedures
initiatives taken at an international level in the fight against money laundering,
terrorism and other criminal activities. • Applying international KYC (Know Your Customer) standards
At its registered office in Brussels, Belgium, Dexia is subject to supervision by the • Not maintaining any link with ”shell banks”
Belgian Banking, Finance and Insurance Commission. The four main banking entities • Organising the appropriate training for employees and ongoing training
are located in Brussels, Paris, Luxembourg and Istanbul, and are subject to their local programmes
supervisory authority.
• Implementing surveillance systems adapted to the type of risk (risk-based
The four supervisory authorities require that the main entities of Dexia apply national approach)
Law s ad Regulations and impose them on their branches, subsidia ries and
associated companies. • Implementing an audit function to test the efficiency of systems
Belgium, France, Luxembourg and Turkey are in the Financial Action Task Force • Regularly establishing internal and external audit reports
GAFI-FATF). In those countries, money laundering is considered a breach of the Law. • Organising cooperation with the legal and supervisory authorities.
Dexia has designed and implemented a programme to fight money laundering and the
financing of terrorism based on international standards, inter alia the 40 FATF
recommendations, the “Wolfsberg Global AML Guidelines for Private Banking”, the These aspects demonstrate the desire of the function within the Dexia Group to
“Wolfsberg AML Principles for Correspondent Banking”, the Basle Committee on maintain the priority of the fight against money laundering and the financing of
Banking Supervision – “Customer Due Diligence for Banks” or “Consolidated KYC terrorism.
Risk Management”.
Dexia applies the eight special FATF recommendations aimed at combating the
financing of terrorism as w ell as the “Wolfsberg Statement” in relation to suppression
of the financing of terrorism.
1 Source: http://www.dexia.com/docs/2007/2007_audit/20070713_general_statement_UK.pdf

20. HSBC Holdings
Preventing financial crime1

Anti-bribery and anti-corruption
Our long-established policy on bribery and corruption was updated in January 2005
with the assistance of Transparency International. HSBC's Business Principles for
Countering Bribery give practical effect to such initiatives as the Organisation of
Economic Cooperation and Development (OECD) Convention on Combating Bribery
of Foreign Public Officials in International Business Transactions, the International
Chamber of Commerce Rules of Conduct to Combat Extortion and Bribery, and the
anti-bribery provisions of the revised OECD Guidelines for Multinationals, and
Principle 10 of the United Nations Global Compact. We also subscribe to the
Wolfsberg Statement on Corruption. HSBC's policy applies both to the bribery of
public officials, and commercial transactions and relationships, providing a minimum
Group -wide standard consistent with our business values: the highest personal
standards of integrity at all levels; commitment to truth and fa ir dealing; and
commitment to complying with the spirit and the letter of all laws and regulations in
HSBC's areas of operations.
Anti-money laundering
HSBC's group-wide policy on deterring money laundering and terrorist financing is
based on internationally recognised standards issued by the Financial Action Task
Force on Money Laundering. We continue to make significant investments in anti-
money laundering systems, including automated systems and other processes to
monitor transactions and report suspicious activity to the autho rities; the screening of
payments and customers against terrorist and sanctions lists issued by the authorities;
and training programmes for all relevant staff. HSBC is a founder member of the
Wolfsberg Group of Banks (www.wolfsberg-principles.com), which aims to develop
anti-money laundering and anti-terrorism standards for financial services companies.
We have adopted all of the Wolfsberg Standards as group policy
1 Source: http://www.hsbc.com/1/2/sustainability/reports/preventing-financial-crime

21. BNP Paribas
Report on Environment and Social Responsibility 07 1 Executive Committee, who is also responsible for ensuring that on-going internal
control is in compliance with French law as well as coordinating the workings of the
Compliance within BNP Paribas control mechanism.
BNP Paribas’ Compliance function is one of the key elements of its internal control The Compliance function, whose responsibilities are laid down by the Group’s internal
mechanism. This function falls within the scope of its regulatory requirements in control and compliance charters, comprises both a central team and local teams. The
respect of French Banking and Financial Regulations Committee (CRBF) Regulation central team oversees the running of the function and sets the standards and
no. 97-02 on internal control in credit institutions and the AMF General Regulation, as procedures applicable in the Group. The local teams in the core businesses, business
amended following the transposition of the Markets in Financial Instruments Directive lines, functions, subsidiaries and branches, who are in direct contact with transactions,
(MiFID). represented 702 people as at 31 December 2007, i.e., over 95% of the function’s staff.
The management of all types of risk is key to BNP Paribas’ organisation, management These teams hold the highest level of responsibility among the entities, under the joint
and strategy, with the management of risks that could endanger the Bank’s authority of the Compliance function and the entities’ operational managers, in
compliance being of particular significance. accordance with the idea that operational staff are at the front-line of risk
management.
The Group defines compliance as “adhering to laws and regulations, professional and
ethical standards and practices, the guidelines of the Board of Directors and the Up-to-date standards
instructions of Group Executive Management”. It encompasses protection of the In 2007, the Compliance function, which is responsible for ensuring general
Group ’s reputation and the implementation of its rules of conduct and, in particular, compliance procedures and assisting Group entities with problems of all kinds that
respect for the integrity of the markets and the primacy of clients’ interests, they may encounter in this area, continued its work to equip the Group with a corpus
professional ethics, and the fight against money laundering, terrorism and corruption. of high-level, up-to-date standards:
It meets criteria of exhaustiveness and universality and the same high standards are • An employee code of conduct has been drawn up, as well as a fraud prevention,
applied regardless of the entity or business, in France or abroad, by applying the “best detection and management policy and a “correct selling” policy, essential for the
interests ” principle, which stipulates that the most stringent of the regulations laid protection of clients’ interests;
down by the laws of the various countries in which the Group has operations and the
Group's own directives and procedures will be applied. • The Group’s policies governing gifts and employee financial instrument
transactions have been published;
Dedicated teams
• Policies on the application of Group directives on conflict of interest management,
The compliance control mechanism, which is an integral part of internal control, and authorisation procedures for non-standard transactions, new products and
comes under the responsibility of a dedicated Group Compliance f unction. Under the business validation – central to the Group’s internal control mechanism – were
direct control of the Chief Executive Officer, this function is managed by a member of distributed.
the
1 Source: http://www.bnpparibas.com/en/sustainable-development/pdf/RSE+GB+07.pdf

On the operational front, the Compliance function steered all work concerning the The BNP Paribas Group has set itself the goal of limiting and strictly coordinating its
introduction, on 1 November 2007, of the AMF General Regulation transposing MiFID. presence in tax havens, in order to improve its control of unforeseeable administrative
This directive has a major impact on client relations and significantly improves the complications and any risk to its reputation that could occur as a result. Procedures
protection of clients’ interests. This holds particularly true for conflicts of interest, and rules of conduct define the countries involved, the control regulations for
matching banking products to client needs, best execution practices, transparency companies operating in these countries and the compliance and financial security
and research guidelines. mechanisms. In accordance with the “best interests” principle, Group regulations on
combating money laundering, corruption and the financing of terrorism, as well as on
The tools for detecting and managing non-compliance risk situations are playing an
compliance with embargoes, apply to entities domiciled in tax havens, even if local
increasingly central role. In 2007, the ethics alert mechanism was rolled out to most of
regulations are more lenient.
the Group in France and abroad. This mechanism, aimed at detecting any compliance
problems, is in accordance with the requirements of banking and finance regulations Developing and installing tools for monitoring transactions, detecting discrepancies
and data protection laws and ensures transaction confidentiality. It only deals with and helping to manage obligations remains a priority. New IT control tools in the
compliance-related issues, i.e., anything that may harm the Group’s reputation, either financial security domain continued to be developed in 2007. These tools, which
in terms of its reputation or its compliance with laws and procedures, market integrity, represent a major investment for the Group, include: the database of politically
and respect for the primacy of clients’ interests. In another area, the tools for detecting exposed persons (LYNX); a system that automatically checks client lists against lists
market abuse (insider trading and stock market manipulation) are gradually being put of sanctions and politically exposed persons (SUN); a reference system for sanction
in place. lists (REGLISS); an anti-terrorism filter and embargo application system (SHINE); a
tool for analysing the functioning of accounts to detect money laundering operations
Monitoring financial security mechanisms
(IRIS); and a new tool for managing suspicious transaction reporting (SYSFACT). The
Within the Compliance function, the financial security teams coordinate the prevention mechanism for detecting market abuse is now largely operational and has highlighted
of money laundering, the fight against corruption and terrorism financing, and the a considerable number of warnings and enabled the Group to make the necessary
application of financial embargoes, a major source of obligations for financial declarations to the relevant authorities. The rollout of the ACTIMIZE risk management
intermediaries. They deal with suspicious transaction reporting for France and set solution continues apace. This tool, which should be operational in all entities by 2008,
standards in specialist domains such as “Know Your Customer" (KYC), with regard to will further enhance the procedure’s reliability.
the prevention of money laundering, the acceptance of intermediaries (non-Group
Compliance training, whether with regard to protecting clients’ interests, market
asset managers, referral agents, etc.) and relations with politically exposed persons.
integrity or the fight against money laundering, is one of the function's main
The duty of care principle is a legal obligation for financial institutions, which extends
responsibilities. In 2007, this training was provided to almost 82,000 employees, a
to all their core businesses.
30% increase on 2006, at constant scope. At central Group level, new modules for
informing employees about compliance were created for the detection of market

abuse (insider trading and stock manipulation) and the implementation of MiFID
containing important compliance-related provisions which should improve the
execution of transactions, the matching of products to clients’ needs, client reporting,
and conflict of interest management. Two more modules, entirely dedicated to conflict
of interest management and compliance with financial embargoes, are currently being
developed.

22. Allianz
Sustainable Development Summary Report 2008 1 • Guidance on gifts and entertainment in our Code of Conduct
• Separation between broker compensation and underwriting
Corporate Governance
• Anti-corruption awareness and Foreign Corrupt Practices Act training program(to
Code of Conduct ( CoC) be rolled out).
Our Code of Conduct sets the framework to operate with integrity, fairness and in
accordance with regulations and encourages employees to speak ou t, confidentially,
about behavior which contradicts our CoC. They can report incidents to their
linemanager, compliance or audit representatives. Code of Conduct²
Our Code of Conduct also covers: No Corruption or Bribery
• Zero tolerance for bribery or corruption Allianz Group does not tolerate any form of corruption or bribery. Irrespective hereof,
situations may arise which do not constitute corruption or bribery but may allow the
• Respect for the professionalism of our business partners
judgement of our employees, customers and business partners to be compromised.
• Equal and fair chances for our investors Subsequent paragraphs 11 to 14 contain rules of conduct which shall help to avoid
such situations.
• Creation of transparent capital markets
Acceptance of Gifts and other Benefits
• No tolerance of the misuse of confidential or price sensitive information
(1) Gifts and donations by business partners are, to a certain extent, in line with usual
• Prevention of money laundering and financing of terrorism: no illegal activities
business practices. They may, however, contain a conflict of interest potential
• Non-discrimination of employees and a threat to Allianz reputation.
• Protection of natural resources. (2) The acceptance of gifts and benefits is generally prohibited, if the interests of
Allianz Group are affected or the professional independence of the employees
may be jeopardized, be it real or be it apparent.
Anti-corruption
(3) The acceptance of gifts and other benefits is permitted if the following conditions
Our business faces several challenges when it comes to corruption, as well as legal are met:
requirements governing transparent books and records. Areas we focus on include
our growth potential in markets with a high competition profile and cooperation with
brokers and consultants. Our response to corruption includes:
1 Source: http://www.allianz.com/en/about_allianz/sustainability/media/downloads/2008_status_report.pdf
²Source: http://www.allianz.com/en/allianz_group/sustainability/media/downloads/allianz_se_coc_engl.pdf

• The value of gifts does not exceed an assessment level of 40 Euros within business relationship. However, such activities may contain an implicit conflict of
European Union. Such level is in other regions adjusted to local standards. In interest potential and a threat to the professional independence of our business
case of doubt Compliance should be involved. counterpart. Therefore, particular care should be taken to avoid even the
appearance of any conflict of interest or any potential negative impact on the
• Gifts exceeding this amount which cannot be rejected in the interest of the
Group reputation.
business relationship should be donated to charity organizations.
(2) Therefore, the following rules must be respected:
• Invitations to business lunches or dinners may generally be accepted.
• No benefit should be given or invitation to entertainment made with the intention
to obtain improper business advantages or one must be concerned of the
(4) For invitations to events without a prevailing business character, as e.g. concert, appearance of any such intention or conflict of interest.
theater, sport events, other evening occasions and similar events, including
• No benefit or invitation to entertainment should be in conflict with the business
seminars and conferences (entertainment) the following rules must be observed:
ethics and compliance rules and standards of the recipient and/or invitee or local
• Generally every employee must check whether his participation in such an event business standards. Before making any such gift or invitation for entertainment,
is in line with common business practice. each employee must make himself fully aware of such standards and rules.
• That normally means that the host is present, the participation is not frequently • Any granting of benefits must be fully transparent. This means that
repeated, and the cost of travel or accommodation is not borne by the inviting
party.
i. any invitation shall be directed and any gifts delivered on ly to the business address
• In case of doubt, Compliance should be involved. In all cases, the line manager
of the counterpart;
must be informed.
ii. any invitation for entertainment beyond a normal business lunch and any granting
of gifts exceeding the assessment level of 40 Euros have to be disclosed to the
(5) Gifts and benefits received by employees may be subject to personal income line manager.
taxation. Therefore, care should be taken that the handling of gifts and benefits
(3) In case of doubt, Compliance should be involved. This applies in particular for the
within a Group company is in line with the applicable tax laws and fiscal
assessment whether fees for speeches, publications or services delivered and
administrative practices. If gifts and benefits are subject to personal income tax, it
the pertaining reimbursement of costs are appropriate or not.
may be advisable to immediately pass such gifts on to charity organizations to
avoid a tax liability.
Granting of Gifts and other Benefits/ Invitations to Entertainment
(1) The granting of gifts and other benefits or invitations to events without prevailing
business character (entertainment) are to a certain extent in line with usual
business practices and a legitimate means to establish as well as to maintain a

Prevention of Money Laundering and Financing of Terrorism, no Illegal Consequences of Non-Compliance

Activities
Failure to comply can expose the employee, his colleagues and Allianz Group to
(1) Allianz Group does not want to be misused for any kind of illegal activities, be it reputational as well as legal and regulatory sanctions. Disciplinary proceedings by a
through clients, third parties, sales agents, business contractors or through its regulatory body in the case of severe compliance misconduct may result in a
own employees and shall take appropriate measures to protect against such reprimand, fine, withdrawal or suspension of authorization to conduct business either
misuse. for entire units of the Group or employees. In addition, failure to comply, which
constitutes a breach of employees’ contractual obligations, may result in disciplinary
(2) Allianz Group is fully committed to the international fight against money
actions by Allianz Group.
laundering and the financing of terrorism and applies a risk-based “know-your-
customer” policy in line with applicable laws and regulations Protection of Employees in Case of Communication about Illegal or
Questionable Activities
(3) Employees must neither be engaged in nor tolerate any illegal activity in
connection with Allianz Group in their workplace. This applies in particular to any If an employee becomes aware of any illegal or questionable activity in Allianz Group,
infringement of anti-trust regulations and any support of tax evasion, including but he shall either inform Compliance or any competent department (e.g. Internal Audit).
not limited to, any kind of complicity in tax fraud, be it in the country of the No employee who communicates bona-fide a concern, shall be exposed to retaliation
employee’s OE or be it in other countries in which the Group is active. based on this communication even if the concern eventually proves to be unfounded.
Such communications may be made anonymously (cfr quickfinder “Whistleblowing” in
Ethical Conduct of Business – a Personal Challenge and the Result of Joint
the Group Intranet).
Efforts
(1) The goals of this Code can only be achieved with the contribution of all. It is
everyone’s personal responsibility to adhere to this Code of Conduct. Each
manager is obliged to take continuous care that all employees reporting to such
managers are responsible for living up to this challenge.
(2) All employees are encouraged to contact Compliance or their line manager when
detecting that someone has done something improperly. This can help to prevent
small problems leading to big problems. We hereby also count on the support of
workers’ representatives in Allianz Group companies.

23. Crédit Agricole
Sustainable Development – The 2007 Compendium1 • IT tools for monitoring fund flows to fight money laundering, the financing of
terrorism, as well as, in the new future, improper market transactions;
FINANCIAL SECURITY
• monthly reporting on deficiencies, quarterly reporting on investment and
As regards financial security, Crédit Agricole S.A.’s Compliance department is in divestment transactions and half-yearly compliance reporting with an update of
charge of preventing money laundering, combating financing of terrorism and risk mapping;
managing the freezing of assets and embargos.
• an International Compliance unit based in our headquarters.
• The Compliance department therefore has specific mechanisms to p revent:
• Corruption
All new client relationships require specific authorisation or validation at the Compliance Business Line
appropriate level. This authorisation is based on a satisfactory level of client The role of Crédit Agricole’s Compliance function is to define and implement a policy
knowledge. Each Group entity with a relationship with a client must have a to prevent the risk of non-compliance, which take the form of the risk of money
“know your customer” file. If on collating such as file it emerges that the laundering, financing of terrorism, violation of embargos, market abuse, conflicts of
client or effective beneficiary is a politically exposed person (PEP), the interest, insufficient advice etc.
Financial Security department is asked to conduct further invest igations.
The Compliance function must also ensure that effective systems are in place to
guarantee compliance. In order to this, it:
Remember that a politically exposed person is a person who holds or has held an • translates laws and regulations into Compliance procedures and manuals;
important public position in a foreign country.
• ensures that employees are trained in compliance issues; advises operating staff
The Financial Security department consults specialist databases to ensure that the by giving its opinion on transactions when requested;
politically exposed person is not involved in any cases of corruption. These people are
subject to heightened surveillance measures. • checks that the system works properly and checks transactions.
RESPONSIBLE DEVELOPMENT WITHIN A SECURE FRAMEWORK

Intent on setting our international expansion in a controlled framework, we deploy the Reference texts provided by the Compliance function include:
FIDES compliance procedures and organisation in each subsidiary. This includes: • the Compliance Charter, translated by the Group into 10 languages and provided
• Compliance Officer, a compliance management Committee and a new to all new employees;
business and new products Committee in each unit; • the FIDES group compliance programme defined in 2004,comprising procedural
• FIDES training modules have been translated into English, Greek and memos;
Polish; • texts reflecting regulatory changes since 2004 in Compliance.
1 Source: http://www.credit-agricole.com/sustainabledevelopment/sd/pdf/CAG021_IDD08_VA_PDFI_190508.pdf

The Compliance training plan (FIDES) has been rolled out within the Group both in As regards financial security, Crédit Agricole S.A.’s Compliance department is in
France and abroad. The majority of the Group’s employees have undergone training. charge of preventing money laundering, combating financing of terrorism and
In addition, they have participated in a number of training programmes, in particular managing the freezing of assets and embargos.
compulsory training in combating money laundering, in all areas of the Group. The
• The Compliance department therefore has specific mechanisms to prevent:
knowledge developed by employees was tested in early 2006 with a quiz. The
participation rate was 75%. • Corruption
All new client relationships require specific authorisation or validation at the
Training efforts continued in 2007 involving new recruits and employees of newly
appropriate level. This authorisation is based on a satisfactory level of client
consolidated entities. Training programmes are systematically deployed in the Group’s
knowledge. Each Group entity with a relationship with a client must have a “know
new companies. Lastly, increasing importance has been attached to controls and IT
your customer” file. If on collating such as file it emerges that the client or
equipment facilitating controls.
effective beneficiary is a politically exposed person (PEP), the Financial Security
• The keystone of the control system, the Compliance Management Committee, department is asked to conduct further investigations.
chaired by Crédit Agricole S.A.’ s Corporate Secretary, monitors the organisation
of group compliance and the implementation of procedures and training within the
Group. It takes note of the principal conclusions of audits as well as any important Remember that a politically exposed person is a person who holds or has held an
letters, reports or statements of findings from a regulator relating to laws and important public position in a foreign country. The Financial Security department
regulations in France or abroad, as well as the remedial action undertaken. The consults specialist databases to ensure that the politically exposed person is not
committee meets every month. involved in any cases of corruption. These people are subject to heightened
surveillance measures.
• The compliance function also carries out the following work:
• money laundering
• it maps risks, which allows for the assessment of risks of noncompliance
On entering into any new client relationship, checks required concerning
• within the Group,
identification of the client constitute an initial filter for preventing money
• it provides reports that allow for assessment of the compliance laundering. Certain sectors that are deemed sensitive - casinos, gaming,
diamonds, gemstones, fine art, charitable organisations, banks governed by
• system within the Group,
sectarian rules - are subject to reinforced vigilance, with systematic use of prior
• it checks compliance with US securities relations which, under approval by the Financial Security department.
When carrying out transactions, staff - who are duly trained in and aware of
• the Bank Holding Company Act (BHCA), allows it to carry out reporting on the
measures to combat money laundering - look out for unusual activity.
group’s US entities and on US non-bank companies,
• financing of terrorism
• it provides latest-generation financial security tools designed to signal suspicious
activity, initially internally and then to the relevant authorities (see C) Financial Efforts to combat financing of terrorism also involve diligence measures carried
Security). out on entering into new business relationships in order to find out about and
identify the client.

• The Crédit Agricole S.A. Group’s Compliance department also has a number of
tools designed to detect suspicious transactions, which after verification are
passed on to the relevant authorities. In France, TRACFIN is the relevant
authority that receives and deals with declarations of suspicious activity passed
on to it by the bank.
Crédit Agricole’s Financial Security department ensures that embargos are respected
in order to avoid freezing of assets. Sums blocked by Crédit Agricole amounted to
$62,000,000 in 2006 and $14,943,347 in the first half of 2007.
IMPLEMENTATION OF A CONFLICT OF INTEREST POLICY
Implementation of a conflict of interests policy led to an inventory of all the situations
potentially giving rise to conflicts of interest. A conflict of interest policy was drafted
and a summary version made available to customers.
The principal points are as follows:
• where a conflict of interest cannot be avoided, the customer is to be informed in
writing in an appropriate and detailed manner;
• it is mandatory for details of a conflict of interest to be archived for a period of five
years;
• the MiFID also introduces an obligation for employees with sensitive duties to
report their personal transactions immediately.
In addition, the Internal charter and the rules concerning gifts and benefits, plus the
personal transaction reporting and control arrangements for employees, were
reviewed in accordance with the MiFID.

24. State Grid
Corporate Social Responsibility Report 2007 1 • Employees are prohibited from concocting any charging items or tampering with
the charging standard.
Credible Business Operation
• Employees are prohibited from designating designing, construction or supply
We strictly comply with laws and regulations, social ethics and industrial standards, companies to customers.
fulfil taxation obligations and actively implement the idea of law-based corporate
governance. • Employees are prohibited from evading responsibilities when handling complaint
s or enquiries from customers.
We carry out the 11th Five -Year Plan for ethical and cultural progress, such as
implementing the SGCC Employee Code of Conduct and the SGCC Corporate • Employees are prohibited from seeking personal gains for his/her relatives or
Culture Manual. friends.
We strengthened prevention, detection and treatment of corruptio n to render a fair and • Employees are prohibited from disclosing customers’ confidential commercial
self-disciplined management team. information.
Committed to promotion of social morality and business ethics, we step up to be the • Employees are prohibited from accepting gifts, cash or cash equivalent from
official partner of Beijing 2008 Olympics and 2010 Shanghai World Expo. customers.
We employ 23,641 financial personnel, 2,925 internal auditors, 1,222 discipline • Employees are prohibited from accepting invitations to banquet, travel and
inspectors, 716 law experts. The strong human resource and a well-operated internal entertainment activities provided by customers.
control and monitoring process contribute to SGCC’s high-level compliance with laws • Employees are prohibited from drinking or being affected by alcohol during work
and regulations. time.
Outlook for 2008 • Employees are prohibited from receiving any improper personal benefits as a
result of his or her position in the company.
Corporate Citizen
All our business will be operated in compliance with laws and regulations with integrity
and ethics, so as to avoid and combat commercial bribes and corruption.
Ten Prohibitions against Employee Misbehavior
• Employees are prohibited from imposing unjustified power cut or delaying the
power supply to the customers.
1 Source: http://www.sgcc.com.cn/ywlm/responsibility/2007.pdf

25. China National Petroleum
Social Responsibility Report 20071

Adhering to democratic centralism, we have standardized business discussion rules
and improved decision-making procedures to ensure scientific, democratic and legal
decision -making. We strengthened anti-corruption work by focusing on the
improvement of the punishment and prevention system to reinforce supervision. We
made efforts to complete the legal risk prevention and controlling system and assisted
the State Auditing Administration in its financial audit of the company. We also carried
out efficiency supervision focused on assets and resources management, and
improved patrol inspection and carried out an anti-corruption culture program to form a
long-lasting anti-corruption mechanism.
To promote excellent corporate governance, we steadily promoted enterprise reform
in 2007 through the construction of a comprehensive internal control system, HSE
management system, and corruption punishment and prevention systems.
Establishing the corruption punishment and prevention system
In 2007, we included the corruption punishment and prevention system into CNPC's
general development strategy, integrating it with the construction of our enterprise
management system, internal control mechanism and risk prevention system. In
building the system, we reinforced anti-corruption education and supervision, carefully
investigated all rule-breaching cases, and seriously punished those guilty of
corruption. The accountability safeguards and assessment mechanisms of the anti -
corruption system were basically formed. In 2007, we compiled and amended 47
management systems and 25 supervision systems covering planning, finance, human
resources, and marketing and various CNPC subsidiaries and affiliates issued and
modified 1,088 and 1,398 management rules respectively, which su bstantially
enhanced our management and supervisory capabilities.
1 Source: http://www.cnpc.com.cn/Resource/eng/img/07%20CSR%20Report/CNPC%20CSR%20Report%202007.pdf

26. Deutsche Bank
Corporate Social Responsibility Report 2007 1 Highly sophisticated filter and monitoring systems are used to scrutinize new clients,
existing accounts, and current transactions. Every day about 8,000 new accounts are
Sustainability – Securing Our Future opened with Deutsche Bank. We have more than 20 million accounts worldwide and
Our global risk management structures are exemplary. Internal warning systems help conduct more than 250,000 transactions with an aggregated volume of about €1
us detect possible malpractice, such as corruption, money laundering and terrorist trillion every day. In 2007, the number of completed Compliance training programs for
financing. Our staff incentive systems are geared toward mid- and long-term goals. employees rose to almost 147,000 (+28 percent vs. 2006).
Our Compliance and Anti-Money Laundering Program The internal monitoring mechanisms of the Bank are regularly reviewed under the
global Anti-Corruption Program and adapted to the provisions set out in international
The term “compliance risk” describes the risk from insufficient Compliance with agreements or local legislation. One important component of this program is a global,
relevant laws, rules, and regulations that could trigger legal or regulatory sanctions professionally managed hotline, which employees can use confidentially.
against Deutsche Bank or result in financial or reputational damage. The Compliance
and Anti -Money Laundering Program helps the Bank minimize and manage respective
risks.
Moreover, the Anti-Money Laundering Program protects the Bank against money
Code of Conduct²
laundering, terrorism financing, and other criminal activities in the financial sector.
Deutsche Bank complies with the OECD directives for multinational companies Legal Compliance & Personal Conduct
including the recommendations of the Financial Action Task Force on Money
The respect of and compliance with the law is of the highest priority for us.
Laundering (FATF), the recommendations and standards of the Basel Committee on
Banking Supervision, the new provisions of the third Anti-Money Laundering Directive We comply uncompromisingly with the legal and regulatory framework applicable to
by the EU, and the Wolfsberg Anti-Money Laundering Principles, which were adopted the respective jurisdiction in which we operate. In this context we embrace a particular
by 12 international banks. responsibility in complying with regulations based on legal, regulatory and/or internal
requirements, such as Guidelines on Compliance, Money Laundering etc.
We regularly review our Anti-Money Laundering strategies and goals and support an
efficient Anti -Money Laundering program in our business. Regardless of the legal provisions for such cases, employees failing to comply with
legal, regulatory and/or internal requirements, including this code of conduct, may be
Deutsche Bank is committed to high standards in Anti-Money Laundering compliance
subject to disciplinary action.
and expects its managers and employees to comply with these standards in order to
prevent any abuse of the Bank or its products and services for the purposes of money Our members of staff assume assigned responsibilities whether they are in or out of
laundering or terrorism financing. the office and exhibit the highest standard of professionalism and integrity at all times.
This not only requires respecting the rights of others, but also demands refraining from
The Compliance Department is separate from the Bank’s operative departments to
any professional or personal business that could harm co-workers or the Deutsche
ensure that it efficiently fulfils its tasks. Worldwide, more than 700 employees work for
Bank Group.
Compliance, with over 120 of them being responsible for the Anti-Money Laundering
Program alone, in which the Group invests more than €30 million each year.
1 Source:http://www.db.com/csr/en/download/CSR_Report_2007_FINAL_050608.pdf
²Source: http://www.db.com/ir/en/download/Code_of_Conduct_Oct2005_EN.pdf

Such requirement aplies to any conduct that Bank customers, employees or the public In order to safeguard integrity and reflect the highest ethical standards, our employees
at large could view as unfavourable. Whether members of staff are in or out of the do not, request, accept or, without objection, allow to be promised loans, gifts (unless
office, their conduct reflects on the Deutsche Bank Group. minor), other benefits or favours from or by any persons with whom they come into
professional contact. Exceptions are permissible in special cases with prior consent.
Our employees are required to observe the highest standard of professionalism at all
times. If their performance, work habits, overall attitude, conduct, or demeanour In this context our members of staff embrace a special responsibility in strictly
become unsatisfactory or inappropriate in the Bank’s judgement, based on violations adhering to the core principles and minimum standards contained in the DB Group
of this or any other Bank policies, rules or regulations, they will be subject to Global Compliance Core Principles. Furthermore the Senior Financial Officers of
disciplinary action. These principles also apply to all events and activities that are Deutsche Bank are committed to the obligations of the Code of Ethics.
associated with the Deutsche Bank Group or customer entertainment, including any
activities for which an employee seeks reimbursement under Deutsche Bank Travel
and Entertainment Policy or which are associated with an offsite. They also apply to
holiday parties and events that involve employees or customers.
Conflicts of Interest
We make all necessary efforts to avoid and, where inevitable, resolve conflicts of
interest which may arise between different customers, customers and Deutsche Bank
Group itself, customers and individual staff members, and Deutsche Bank Group and
individual staff members. Staff transactions should not conflict with the interests of
customers or with the interests of the Deutsche Bank Group. In the event of
unavoidable conflicts of interests, the interests of customers and the interests of the
Deutsche Bank Group take precedence.
Without the Bank ’s prior consent our employees do not run a business for themselves
or a third party, transact business in full or partial competition to Deutsche Bank Group
or participate as a partner in a business. All our members of staff fully and
unreservedly devote their best efforts and abilities to Deutsche Bank Group. No
member of our staff therefore engages, directly or indirectly, in any additional
remunerated activity (including activities serving the interests of a trade or free
profession), in their own name or that of a third party, for their own or third party
account, without the Bank’s prior knowledge and specific written consent. Deutsche
Bank will always consider giving its consent in cases where its interests are not
affected.

27. ENI
Sustainability Report 2007 1 The control system
Corporate Governance Whistleblowing
Fighting corruption In application of the 2002 Sarbanes - Oxley Act requiring the Audit Committee and,
therefore, for Eni, the Board of Statutory Auditors, to set up appropriate procedures in
Eni strictly forbids corruption practices within its organisation, as well as illegitimate the field, it has been issued the Procedure n. 221 of 26 June 2006 “Reports (including
favours and any type of collusion, as declared in the Code of Practice. In Italy and anonymous ones) received by Eni and its Subsidiaries, directly and indirectly
overseas, Eni has adopted a specific “Organisation, Management and Control” model controlled”. The Procedure provides for the set up of communication channels suitable
(Model 231) in application of this principle and in line with the national legislation to guarantee the receipt, analysis and treatment of reports related to problems of the
(Legislative Decree No. 231/2001) and the highest international standards, including internal control system, corporate disclosure, administrative responsibility of the
the OECD Convention on Combating Bribery of Foreign Public Officials in company, fraud or other subjects, forwarded by employees, members of the company
International Business Transactions and Transparency Internation al Business bodies or third parties also in a confidential or anonymous form. The outcomes of the
Principles for Countering Bribery. The Model 231 includes standards and control investigations on reported cases are brought to the top management of the company,
measures for the prevention of corruption, including the separation of the roles of to the dedicated control bodies and to the other interested company functions, in full
executor, approver and controller, the existence of corporate regulations to guide guarantee of the protection of whistleblowers.
company activities, adequate regulations for signing and authorising powers and the
traceability of operations. The strength of the model is also the compulsory inclusion The increase in the number of reports received in the year through the communication
of dedicated clauses in contracts with subjects outside the company. A workshop was channels set up according to the new procedure testifies to the even wider spread of
held in 2007 to spread the adoption of the Model among Eni subsidiaries in Italy and the procedure, with the consequent unified and structured processing of all reports
overseas, while training activities have continued throughout the year. In 2007, 98% of received at Group level. On the basis of the investigations concluded in 2007 (some of
the employees whose training is compulsory under the Model were trained (senior which were started in 2006), 161 reports were closed in the year (gathered in 116
managers, unit managers and key officers). files): 74 reports (corresponding to 40 files) concerned the internal control system,
whilst 87 reports (corresponding to 76 files) regarded the so-called “other subjects”.
The application of Eni’s principles to the supply chain
In particular, with reference to the 40 files on the internal control system, 20 were
Eni fosters, among its suppliers, the commitment to follow the same principles which found to be at least partially grounded, with consequent adoption of management
are at the basis of the management of its business, particularly the protection of actions towards employees/suppliers or corrective measures, 5 files were found to be
Human Rights and of the environment, the compliance with health and safety groundless, but nevertheless led to the adoption of measures for the improvement of
standards and the fight against corruption and illegal conduct. the control system, and 15 totally groundless. As for the files referring to the so-called
“other subjects”, 34 were found to be at least partially grounded, with the consequent
adoption of disciplinary actions or measures for a better working environment, and 42
were found to be groundless.
1 Source: http://www.eni.it/attachments/publications/corporate-esponsability/general/sustainability-report-2007.pdf

Code of Ethics 1 It is prohibited to pay or offer, directly or indirectly, money and material benefits and
other advantages of any kind to third parties, whether representatives of governments,
General principles: sustainability and corporate responsibility public officers and public servants or private employees, in order to influence or
Any form of discrimination, corruption, forced or child labor is rejected. Particular remunerate the actions of their office.
attention is paid to the acknowledgement and safeguarding of the dignity, freedom Commercial courtesy, such as small gifts or forms of hospitality, is only allowed when
and equality of human beings, to protection of labor and of the freedom of trade union its value is small and it does not compromise the integrity and reputation of either
association, of health, safety, the environment and biodiversity, as well as the set of party, and cannot be construed by an impartial observer as aimed at obtaining undue
values and principles concerning transparency, energy efficiency and sustainable advantages. In any case, these expenses must always be authorized by the
development, in accordance with International Institutions and Conventions. designated managers as per existing internal rules, and be accompanied by
appropriate documentation.
Behaviour rules and relations with Stakeholders
It is forbidden to accept money from individuals or companies that have or intend to
Ethics , transparency, fairness, professionalism have business relations with Eni. Anyone who receives proposals of gifts or special or
hospitality treatment that cannot be considered as commercial courtesy of small value,
In conducting its business, Eni is inspired by and complies with the principles of or requests therefore by third parties, shall reject them and immediately inform their
loyalty, fairness, transparency, efficiency and an open market, regardless of the superior, or the body they belong to, as well as the Guarantor.
importance level of the transaction in question.
Eni shall properly inform all third parties about the commitments and obligations
Any action, transaction and negotiation performed and, generally, the conduct of Eni’s provided for in the Code, require third parties to respect the principles of the Code
People in the performance of their duties is inspired by the hig hest principles of relevant to their activities and take proper internal actions and, if the matter is within its
fairness, completeness and transparency of information and legitimacy, both in form own competence, external actions in the event that any third party should fail to
and substance, as well as clarity and truthfulness of all accounting documents, in comply with the Code.
compliance with the applicable laws in force and internal regulations.
Contractual value of the Code
All Eni’s activities have to be performed with the utmost care and professional skill,
with the duty to provide skills and expertise adequate to the tasks assigned, and to act Respect of the Code’s rules is an essential part of the contractual obligations of all
in a way capable to protect Eni’s image and reputation. Corporate objectives, as well Eni’s People pursuant to and in accordance with applicable law.
as the proposal and implementation of projects, investments and actions, have to be Any violation of the Code’s principles and contents may be considered as a violation
aimed at improving the company’s assets, management, technological and of primary obligations under labour relations or of the rules of discipline and can entail
information level in the long term, and at creating value and welfare for all the consequences provided for by law, including termination of the work contract and
Stakeholders. compensation for damages arising out of any violation.
Bribes, illegitimate favours, collusion, requests for personal benefits for oneself or
others, either directly or through third parties, are prohibited without any exception.
1 Source: http://www.eni.it/en_IT/attachments/sostenibilita/sost-img/codice-etico-ita-eng-23-10-08.pdf

Corporate Governance and Ethics/ Code of Ethics 1 In 2007 the Eni Board of Directors integrated the Control Body of Eni SpA with two
outside, independent components with proven experience, to work with the head of
Fighting Corruption Internal Audit , the Director of Legal Affairs and the head of the Eni Organisation.
Eni does not just expressly prohibit any corrupt practices but also any illegal favours
or collusive conduct of any type within its structure, as outlin ed in the Code of
Practice.
Both in Italy and abroad, Eni has adopted a specific Organisational, Management and Whistleblowing²
Control Model (Model 231) in application of this principle and in line with Italian law
In application of the provisions of the Sarbanes - Oxley Act of 2002 that requires the
(Legislative Decree 231 of 2001) and with the highest international standards,
Audit Committee, and therefore for Eni the Board of Statutory Auditors, to introduce
including the OECD Convention on the fight against the corruption of foreign public
adequate procedures concerning the subjects covered by the Act, Procedure 221 of
officials in international financial operations and the Business Principles for Countering
26 June 2006, "Reports, including anonymous reports, received by Eni and its
Bribery by Transparency International. Model 231 includes control standards and
subsidiaries, both directly and indirectly controlled", was introduced.
measures for the prevention of corruption, including the separation of the roles of
executor, approver and controller, the existence of company regulations governing This procedure includes the requirement to set up suitable information channels for
operations, adequate regulations governing the power of signature and internal receiving, analysing and dealing with reports concerning internal control problems,
authorising power and the traceability of operations. company information, company administrative responsibility, fraud and other subjects,
sent in by employees, members of company bodies and third parties, also in a
The model also establishes the obligation to include a specific clause covering this
confidential or anonymous form.
subject in all contracts with individuals outside of the company.
The results of the investigations into the reported cases are then given to the
In 2007, a workshop was held to publicise the adoption of the Model by subsidiary
company's top management, the control bodies and to other relevant company
companies both in Italy and abroad, while the training programme linked to this
departments, with the guarantee that the individuals who sent in the reports will be
continued. During the year, 98% of the individuals holding positions within the
fully protected.
company that in accordance with the Model are obliged to attend training courses
(managers, unit heads and key officers) were trained. The increase in the number of reports received during the year through the channels
set up in response to the new procedure testifies to the widespread application of the
When the Model was adopted a Control Body was also set up, entrusted with
procedure itself, with the consequent collection of all the reports received at a Group
independent powers of initiative and control in all the areas currently covered by
level. On the basis of the investigations carried out during 2007 (some of which were
Model 231, that is offences against Public Officials and against public belief, corporate
begun in 2006), 161 reports were dealt with (collected together in 116 files), 74 of
crimes, offences concerned with terrorism or the subversion of democracy, offences
which referred to the internal control system (collected together in 40 files) and 87
against individuals, market abuse and trans-national crimes. Every Group company
referred to other subjects (collected together in 76 files).
that has adopted Model 231 has a Control Body.
1Source: http:// www.eni.it/en_IT/sustainability/governance-ethics/code/corruption/corruption.shtml
²Source: http:// www.eni.it/en_IT/sustainability/governance-ethics/code/whistleblowing/whistleblowing.shtml

With reference to the 40 files concerned with the internal control system, 20 were valid
to some extent, with the consequent adoption of management disciplinary procedures
taken against the employees/suppliers involved or corrective measures, 5 were not
valid, although actions were subsequently taken to improve the control system, and 15
others were not valid and no action of any kind was taken.
As for the files classified as "other subjects", 34 were valid in part, resulting in the
adoption of disciplinary measures or in improving the work environment, and 42 were
not valid.

28. Bank of America
Code of Ethics 1 The Ethics Oversight Committee resolves any issues regarding the Code of Ethics,
including potential violations and certain exceptions, and will review the information
Introduction from the Ethics and Compliance Hotline. The committee includes the corporation’s
You are expected to follow the information in this code, other policies referred to in general auditor, general counsel, principal compliance executive and chief
this document, additional policies that apply to your job, and t he spirit and letter of all administrative officer.
laws and regulations. Violation of the Code of Ethics or these other policies, laws and
regulations constitutes grounds for disciplinary action, including termination of Governance and Administration
employment and possible legal action.
Reporting certain conduct
“Our reputation is an absolutely critical asset for our company. It is incumbent upon
each and every one of us to protect and to enhance that reputation by exhibiting only Bank of America can be held criminally liable if one of its associates or agents
the highest ethics and integrity, in every aspect of what we do and how we do it.” commits certain crimes. You must promptly report any knowledge or information about
employment-related conduct by another associate or agent of the corporation that you
--Keith Banks, President, Global Wealth & Investment Management, on leadership reasonably believe to be:
If you have questions or concerns regarding the Code of Ethics: • A crime
• Consult your manager • A violation of law or regulation
• Contact the Personnel Center’s Advice and Counsel at 1.800.556.6044 • A dishonest act, including misappropriation of funds or anything of value from
Bank of America or the improper recording of the corporation’s assets or liabilities
To report complaints or possible violations regarding ethical issues: • A breach of trust
• Contact the Ethics and Compliance Hotline toll free at 1.888.411.1744, for callers
in the United States, Canada, Puerto Rico and U.S. Virgin Islands Non-Retaliation
• For all other international callers, toll free dialing instructions will vary by location. You must report the relevant facts, as well as any other circumstances or activities
Please see the international dialing instructions for details. that may conflict with the Code of Ethics, to the Ethics and Compliance Hotline. You
will not be retaliated against for reporting information in good faith in accordance with
this policy.
Complaints can be submitted anonymously and in complete confidence.
For questions regarding General Policy on Insider Trading, conta ct the Charlotte .
Control Room: 1.704.388.3951
1 Source: http://media.corporate-ir.net/media_files/irol/71/71595/COE_Jan08.pdf

Conflicts of Interest • Proper methods to protect confidential and proprietary information for Bank of
America, its customers and associates
Gifts, hospitality and entertainment • Appropriate use of electronic communications
A conflict of interest may arise when you give or receive gifts, hospitality or • Privacy Policy for Consumers
entertainment Associates must not give or receive gifts of money to or from current or
• Associate Privacy Policy
prospective customers or suppliers. There are restrictions on gi ving or receiving
discounts and non -monetary gifts to or from current or prospective:
• Customers The Corporate Information Security & Business Continuity Web site contains helpful
information about confidentiality and information security at Bank of America. Section
• Suppliers
7 of this Code of Ethics explains the prohibitions on misuse of material, non-public
• Government officials and agencies information, and the Global Enterprise Information Wall Policy discusses the “need to
know” policy for this information.
Compliance with Law
In addition, you must not accept or provide hospitality or entertainment from or to
current or prospective customers or suppliers unless it is for a valid business purpose, “Laws and regulations are vital to conducting business on a level playing field.
providing an opportunity for a meaningful business conversation. Complying with the letter and the spirit of the laws and regulations that govern our
industry is our first obligation to our shareholders, our customers and one another.”
These restrictions are not intended to apply to gifts, hospitality or entertainment based
on obvious family relationships or close personal friendships, where the --Steele Alphin, chief administrative officer, on trusting and teamwork
circumstances make it clear that it is the relationship--rather than Bank of America’s
You must not take any action, either personally or on behalf of Bank of America, which
business--that is the motivating factor.
violates any law, regulation or internal policy affecting Bank of America business.
To learn more, please visit the Gifts and Entertainment Policies Web page. You
It is impossible to list all applicable laws. This section presents several topics
should not participate in any activity that could embarrass or reflect poorly on Bank of
regarding regulations that Bank of America associates must be aware of:
America. Your activities should be legal, and should not be frequent or extravagant.
More information is available in the Working at Bank of America section of the • Anti-money laundering
Associate Handbook.
• Mutual fund securities
Confidentiality and Information Security • Fair dealing
Service providers • Corporate opportunities

• Political contributions
Every year you are required to take Information Protection and Privacy training. This
training highlights the:

Anti-money laundering sponsored or other political action committees as legally permitted. Under no
circumstance may you coerce or pressure other associates to make political
Money laundering is disguising the proceeds of criminal activity through a series of
contributions. Associate campaign contributions are not reimbursable by Bank of
otherwise legitimate transactions. Every associate has a role to play in Bank of
America, and campaign fundraising or solicitation activities on Bank of America
America ’s anti-money laundering (AML) effort. For example, you:
premises or with the use of Bank of America resources are restricted.
• Should be able to recognize “red flags” and report potentially suspicious or
You must not give or promise to give money or anything of value to any executive,
unusual activities
official or employee of any government, agency, political party or candidate for political
• Must make reasonable efforts to determine the true identity of all customers office if it could be seen as being intended to influence a Bank of America business
relationship. In addition, all associates are expected to comply with the Foreign
• Must follow “Know Your Customer” procedures for your line of business
Corrupt Practices Act.
• Must complete all required AML training courses for your line of business
For an overview of AML, visit the Global Compliance & Operational Risk Web site.
Fair dealing
Associates are expected to deal fairly with Bank of America’s customers, competitors,
suppliers and other associates.
• You should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of facts or any
other unfair-dealing practice.
• You must not give or accept bribes, kickbacks, promises or preferential
extensions of credit.
• You must approve or award orders, contracts and commitments based on
objective business standards to avoid favoritism or perceived favoritism.
• You must not conspire or collude in any way with competitors.
Political contributions
You may make personal political contributions, either directly or through corporation-

29. AT&T
Code of Ethics 1 The Company will follow the following procedures in investigating and enforcing this
Code and in reporting on the Code:
Reporting and Accountability
• The General Counsel or the Chief Financial Officer, as the case may be, will take
The Audit Committee has the authority to interpret this Code in any particular all appropriate action to investigate any violations reported. In addition, the Chief
situation. Any director, officer or employee who becomes aware of any violation of this Financial Officer or the General Counsel, as appropriate, shall report each
Code is required to notify the Code of Ethics Contact promptly. violation and alleged violation involving a director or an executive officer to the
Any questions relating to how these policies should be interpreted or applied should Chairperson of the Audit Committee. To the extent he or she deems appropriate,
be addressed to the Legal Department or the Code of Ethics Contact. Any material the Chairperson of the Audit Committee shall participate in any investigation of a
transaction or relationship that could reasonably be expected to give rise to a conflict director or executive officer. After the conclusion of an investigation of a director
of interest, as discussed in Section II of this Code, should be discussed with the Legal or executive officer, the conclusions shall be reported to the Audit Committee.
Department or the Code of Ethics Contact. With respect to the conduct of employees • The Audit Committee will conduct such additional investigation as it deems
(other than the Chief Executive Officer or the Chief Financial Officer), the Code of necessary. If the Audit Committee determines that a director or executive officer
Ethics Contact is AT&T's Asset Protection Line at 1 -800-807-4205, which shall report has violated this Code, it will report its determination to the Board of Directors.
to the Chief Financial Officer, and with respect to the conduct of directors, the Chief Upon being notified that a violation has occurred, the Board of Directors or the
Executive Officer and the Chief Financial Officer, the Code of Ethics Contact is the Chief Financial Officer, as the case may be, will take such disciplinary or
General Counsel. A director, officer or employee who is unsure of whether a situation preventive action as deemed appropriate, up to and including dismissal or, in the
violates this Code should discuss the situation with the Legal Department or the Code event of criminal or other serious violations of law, notification of the SEC or other
of Ethics Contact to prevent possible misunderstandings and embarrassment at a appropriate law enforcement authorities.
later date.
Each director, officer or employee must:
From time to time, the Company may waive provisions of this Code. Any employee or
• Notify the appropriate Code of Ethics Contact promptly of any existing or potential director who believes that a waiver may be called for should discuss the matter with
violation of this Code. the Legal Department or the Code of Ethics Contact. Any waiver of the Code for
• Not retaliate against any other director, officer or employee for reports of potential executive officers (including Senior Financial Officers) or directors of the Company
violations that are made in good faith. may be made only by the Board of Directors or the Audit Committee of the Board and
must be promptly disclosed.
1Source: http://www.att.com/gen/investor-relations?pid=5595

Investor Relations 1
Reporting of Accounting, Internal Accounting Controls or Auditing Complaints
or Concerns
Employees or other persons may anonymously and confidentially re port complaints or
concerns regarding accounting, internal accounting controls or auditing matters
relating to AT&T or its subsidiaries or affiliates through the Ethics & EEO Line at 1-
888 -926-6759. The Ethics & EEO Line is administered by a third-party vendor. Callers
are not required to identify themselves when calling. The Ethics & EEO Line does not
show the number of the caller. In each case, the identity of the complainant will not be
known unless volunteered. If the complainant does volunteer his or her name, it will be
kept confidential at the request of the complainant.
In addition, persons may report complaints or express concerns regarding accounting,
internal accounting controls or auditing matters through the AT&T Asset Protection
Line at 1-800-807-4205. Unlike calls to the Ethics & EEO Line, calls to the Asset
Protection Line may show the identity of the caller so persons seeking to remain
anonymous should use the Ethics & EEO line to report complaints or concerns.
Employees and other persons may report a complaint or a concern regarding
accounting, internal accounting controls or auditing matters directly to the Audit
Committee through the Office of the Secretary of AT&T (Secretary). The Secretary will
either summarize submissions for the relevant Directors, keeping the originals
available for inspection by the Directors or will forward the original materials as
addressed. On request, the Secretary will keep the identity of an employee
confidential and will share that person's identity with only the Legal Department, the
Audit Committee and/or the office of the senior internal auditing executive (the
"Internal Auditor").
1Source: http:// www.att.com/gen/investor-relations?pid=5621

30. Berkshire Hathaway
Code of Business Conduct and Ethics1 No retaliatory action of any kind will be permitted against anyone making such a
report in good faith, and the Company’s Audit Committee will strictly enforce this
Fair Dealing prohibition.
Covered Parties shall behave honestly and ethically at all times and with all people. 2. Accountability for Violations
They shall act in good faith, with due care, and shall engage only in fair and open
competition, by treating ethically competitors, suppliers, customers, and colleagues. If the Company’s Audit Committee or its designee determines that this Code has
Stealing proprietary information, possessing trade secret information that was been violated, either directly, by failure to report a violation, or by withholding
obtained without the owner’s consent, or inducing such disclosures by past or present information related to a violation, the offending Covered Party may be disciplined
employees of other companies is prohibited. No Covered Party should take unfair for non-compliance with penalties up to and including removal from office or
advantage of anyone through manipulation, concealment, abuse of privileged dismissal. Such penalties may include written notices to the individual involved
information, misrepresentation of material facts, or any other unfair practice. that a violation has been determined, censure by the Audit Committee, demotion
or re-assignment of the individual involved and suspension with or without pay or
The purpose of business entertainment and gifts in a commercial setting is to create benefits. Violations of this Code may also constitute violations of law and may
good will and sound working relationships, not to gain unfair advantage with result in criminal penalties and civil liabilities for the offending Covered Party and
customers. No gift or entertainment should ever be offered or accepted by a Covered the Company. All Covered Parties are expected to cooperate in internal
Party or any family member of a Covered Party unless it (1) is consistent with investigations of misconduct.
customary business practices, (2) is not excessive in value, (3) cannot be construed
as a bribe or payoff and (4) does not violate any laws or regulations. The offer or
acceptance of cash gifts by any Covered Party is prohibited. Covered Parties should
discuss with their supervisors, managers or other appropriate personnel any gifts or
proposed gifts which they think may be inappropriate.
Violations of Ethical Standards
1. Reporting Known or Suspected Violations
The Company’s directors, CEO, senior financial officers and chief legal officer
shall promptly report any known or suspected violations of this Code to the
Chairman of the Company’s Audit Committee. All other Covered Parties should
talk to supervisors, managers or other appropriate personnel about known or
suspected illegal or unethical behavior. These Covered Parties may also report
questionable behavior in the same manner as they may report complaints
regarding accounting, internal accounting controls or auditing matters by calling
(anonymously, if desired) a third party organization called Global Compliance.
1 Source: http://www.berkshirehathaway.com/govern/ethics.pdf

31. UBS
Annual Report 2007 – Strategy, Performance and Responsibility1 To assist employees in their “know your customer” (KYC) skills and the identification
of new trends in suspicious behaviour, employees undertake regular training courses,
Fighting corruption both in the form of on-line training and seminars.
UBS has long been committed to assisting in the fight against money laundering, To prevent money laundering, UBS takes a risk-oriented approach that is tailored to
corruption and terrorist financing by operating an effective and dynamic risk-based its different business lines and their particular risks and exposures. This includes
approach to its internal anti-money laundering (AML) process. In early 2007, the establishing consistent criteria by which a business relationship should be judged
Wolfsberg Group, of which UBS is a founding member, released a statement against “higher-risk” from an AML perspective. UBS also utilizes advanced technology to
corruption. It describes the role of the Wolfsberg Group and financial institutions more assist the firm in the identification of transaction patterns or unusual dealings.
generally in support of international efforts to fight corruption and identifies some of
the measures financial institutions may consider to prevent corruption in their own A particular focus in the last few years has been on enhancing UBS’s controls around
business and protect against the misuse of their operations in relation to corruption. dealings with regimes and countries with heightened risks. This included establishing
and implementing an approach where UBS decided to exit commercial and client
Contributing to society – preventing money laundering, corruption and terrorist business dealings with a limited number of countries – reflecting increasing
financing international concern and a commitment by UBS to actively managing its global
Extensive and constant efforts to prevent money laundering, corruption and terrorist security risk, notwithstanding that its legacy involvement was in any event very small.
financing are important contributions to society. The integrity of the financial system is Countries involved included Iran, Myanmar, North Korea and Sudan.
the responsibility of all those involved in it. UBS takes its duties extremely seriously – In 2007, UBS continued to work with the public sector to better define how and in what
in protecting both the overall financial system and its own operations. The threats areas financial institutions can contribute to the wider efforts of society against money
posed by money laundering and terrorism are real, and everyone has a role in laundering. In particular, as regulators continue to shift from the traditional “rule-
contributing to the fight against them as effectively as possible. based” approach to AML regulation to “principle-based” regulation (including the so-
UBS’s Group Money Laundering Prevention Unit leads its efforts to fight money called “risk-based” approach), the firm actively contributed to the Financial Action
laundering, corruption and the financing of terrorism. Its key task is to help employees Task Force’s (FATF) development of their “Guidance on the Risk-Based Approach to
to recognize and then manage and report suspicious activities – in a way that neither Combating Money Laundering and Terrorist Financing”. The “riskbased” approach
treats all clients as criminals nor unduly hinders normal business. While doing so, the requires UBS to continue to reassess its own policies and procedures, focusing on the
firm also remains completely committed to the respect and protection of its clients’ firm’s particular risks, and continually develop its own risk -based models, something
privacy, a cornerstone of the firm ’s philosophy. that UBS did throughout 2007. Where possible, UBS seeks to streamline and increase
consistency between business groups in their AML / KYC policies and procedures
The best way to achieve such goals is through a spirit of partnership across the firm – using consistent methodologies and tools (for example, the creation of a consistent
between those who manage client relationships and the risk managers and controllers country risk framework for identifying sensitive countries). UBS remains strongly
who support them. Employees should be focused on really getting to know clients, committed to promoting the development and implementation of AML standards for
understanding their needs – and then asking questions when things do not make the financial industry as a whole.
sense.
1 Source: http://www.ubs.com/1/ShowMedia/investors/annualreporting?contentId=137530&name=AR07_SPR_EN.pdf

As an example of this, UBS was one of the driving forces behind the launch of the Code of Business Conduct and Ethics of UBS1
Wolfsberg Group, which issued its first global AML principles in 2000.
Preventing Money Laundering, Terrorist Financing and Corruption
In subsequent years, UBS has contributed substantially to other guidances, including
on corruption; correspondent banking; mutual funds and investment and commercial UBS is committed to assisting in the fight against money laundering, corruption and
banking. Most recently, during 2007, UBS has played an active role in the work terrorist financing.
undertaken by the Wolfsberg Group and the Clearing House Association to develop • We operate effective, dynamic, risk-based money laundering prevention
and issue a statement endorsing measures to enhance the transparency of programs that seek to prevent, detect and report suspicions of money laundering.
international wire transfers to promote the effectiveness of global AML and anti-
terrorist financing programs. • We seek to identify and know our clients and screen them to assure acceptability.
Anti-money laundering and bribery of public officials • We undertake ongoing due diligence and monitoring to assist in the identification
of suspicious activities, which we promptly escalate to management or control
UBS is committed to fighting money laundering, corruption and terrorist finance. To do functions.
that, the firm has a number of policies in place, an effective risk management
framework and a dedicated money laundering prevention unit. UBS aims to prevent
bribery of public officials by requiring the pre-approval of any transfer of value by UBS Adherence to the Code
or any employee to a public official.
UBS expects its employees and Board of Directors to adhere to the spirit and letter of
Corporate responsibility: training and raising awareness this Code. The Code will apply in all circumstances.1 UBS and its Business Groups
It is important that employees are aware of UBS’s corporate responsibility efforts and have issued, and will issue from time to time, more specific policies, principles and
processes. Apart from the general information published on the firm’s intranet and procedures (including regional or local codes of conduct) to implement our
website, in 2007, UBS directly provided nearly 3,000 employees in all businesses with fundamental values and to facilitate the application and enforcement of the Code while
information on the approach taken by the firm towards corporate responsibility through reflecting the specific requirements of a particular Business Group, Business Area or
a range of training and awareness -raising activities. They extended from short jurisdiction. Violations of the standards in this Code may be subject to disciplinary
presentations, in particular at new employee induction events, to longer presentations proceedings, up to and including dismissal.
and workshops. In Global Wealth Management & Business Banking, for example, a Line managers, Legal or Compliance or other appropriate functional experts should be
module on ethics, corporate and personal responsibility forms part of the business involved, or the procedures laid out in UBS’s “whistleblowing” policies should be
group’s management training program. consulted, in the event of any observed violations of this Code or of applicable laws,
Training is also integral to the more specialized areas of envir onmental management rules or regulations, or if we are uncertain how to handle a situation with regard to this
and anti-money laundering (AML). AML and compliance staff have to complete Code. UBS does not allow retaliation for reports made in good faith of misconduct by
mandatory training every two years, and all new joiners go through an AML and others.
compliance induction training. In 2007, 6,000 employees participated in training on
environmental issues.
1 Source: http://www.ubs.com/1/ShowMedia/investors/corporategovernance/business_conduct?contentId=152516&name=Code%20of%20Business%20Conduct%20and%20Ethics%20of%20UBS.pdf

32. J.P. Morgan Chase & Co.
Corporate Responsibility Report 071 Report violations as follows:

• Matters involving harassment or discrimination must be reported to your
manager, to the Employee Relations Unit of Human Resources, or to your HR
Business Partner or Employee Relations.
: reaffirming how we do business
• Matters involving fraudulent acts, including acts by third parties against the firm or
All JPMorgan Chase employees received Code of Conduct training tailored to their personal dishonesty by an employee, must be reported to the Global Security and
individual lines of business and corporate functions, as part of an established annual Investigation Department.
Code affirmation process.
If you believe that an official at a high level of the firm is involved, report to the
General Auditor.
CODE OF CONDUCT 2 All other matters should be reported to the Legal and Compliance Department.
Consequences of violating the Code If the persons to whom you report a violation are not responsive, or if there is reason
Compliance with the Code and with other policies and procedures applicable to you is to believe that reporting to the persons indicated above is inappropriate in a particular
a term and condition of employment by JPMorgan Chase. Violations of any laws that case, then you should contact the firm's General Counsel, any other Executive
relate to the operation of our business, the Code, or other applicable policies and Committee member, or the General Auditor.
procedures, or failure to cooperate as directed by the firm with an internal or external To call the Global Security and Investigation Department, dial:
investigation, may result in corrective action, up to and including immediate
termination of employment. The firm will take all reasonable actions to enforce the • from within the U.S., Canada and Latin America (toll free) 1-800-727-7375
Code. In cases where a violation of the Code could cause the firm irreparable harm, it • from EMEA
may seek injunctive relief in addition to monetary damages.
- all locations (toll call) +44-207-325-9082 or 9261 or 1110 (reverse
Obligation to report violations charge calls accepted during normal business hours)
You must promptly report any known or suspected violation of the Code or any - UK, Belgium, Luxemburg, Spain, Switzerland, Italy, South Africa,
applicable law or regulation, whether the violation involves you or another person Germany, Ireland, and Russia (toll free) 00800 3247 5869 (confidential
subject to the Code. In addition, you should report any illegal conduct, or conduct that freephone)
violates the underlying principles of the Code, by any of our customers, suppliers,
contract workers, business partners, or agents. If something doesn’t look right, say - all other EMEA locations (toll free) +44 207 325 9082 or 9261 or 1110
something. (reverse charge calls accepted during normal business hours if toll free
calls are not permitted from your dialing location)
1 Source:http://www.jpmorganchase.com/pdfdoc/jpmc/corpresp/jpmc_crr07.pdf
²Source: http:// www.jpmorganchase.com/pdfdoc/jpmc/governance/wwr.pdf

• from Asia Pacific If you have a particular concern regarding accounting, internal accounting controls,
auditing matters, or financial reporting practices that you wish to bring to the attention
- all locations (toll call) +852 2800 1656 or 8780 (reverse charge calls
of the Audit Committee of the Board of Directors, you may do so by mail sent to:
accepted during normal business hours)
JPMorgan Chase & Co., Attention: Audit Committee Chairman, c/o Global Security
- China, Hong Kong, Japan, Malaysia, South Korea, Singapore, Thailand, and Investigation Department at one of the addresses listed above, or by calling the
Taiwan, and Australia (toll free) 800 5784 5784 (confidential Global Security and Investigation Department at any of the telephone numbers listed
international freephone) above.
- all other Asia Pacific locations (toll free) +852 2800 1656 or 8780 You may report your concerns anonymously, if you wish. We will respect the
(reverse charge calls accepted during normal business hours if toll free confidentiality of those who raise concerns, subject to our obligation to investigate the
calls are not permitted from your dialing location) concern and any obligation to notify third parties, such as regulators and other
authorities. We strictly prohibit retaliation against employees for good faith reporting of
any actual or suspected violations of the Code.
You may also contact the Global Security and Investigation Department either by mail:
You must immediately report to your Human Resources Business Partner or
• from North America Employee Relations any misdemeanor (other than a minor traffic violation), criminal
1 Chase Manhattan Plaza, 21st Floor, New York, NY 10081 charge, or arrest involving you personally, whether it relates to the business of the firm
or not. See HR's policy on Criminal Convictions, linked below.
• from all other locations
125 London Wall, 16th Floor, London EC2Y5AJ England Employees in France are subject to other reporting provisions, which are included in
either the French Compliance Manual (linked below) or the French Code of Conduct
or by e-mail:
(available from Human Resources in France).
• from North America
Money laundering and the USA PATRIOT Act
fraud.prevention.and.investigation@jpmchase.com
JPMorgan Chase has established policies, procedures and internal controls designed
• from Asia Pacific
to assure compliance with international laws and regulations regarding money
FPI-ASIAPACIFIC@jpmorgan.com
laundering and terrorist financing, including relevant provisions of the Bank Secrecy
• from all other locations Act and the USA PATRIOT Act in the United States and similar legislation in other
FPI-EMEA@jpmorgan.com countries. You should be familiar with, and comply with, these policies, procedures
and controls. You should also understand your obligations to:
(a) know your customers and your customers' use of the firm’s products and services.
(b) get proper training if you are identified as being in a job that poses a risk of money
laundering or terrorist financing.

(c) be alert to and report unusual or suspicious activity to the designated persons Political contributions. You have the right to participate in the political process by
within your line of business or region, including your Compliance officer or Risk making personal contributions from personal funds, subject to applicable legal limits.
Manager responsible for anti-money laundering compliance. However, you cannot be reimbursed or otherwise compensated by JPMorgan Chase
for any such contribution. Certain lines of business (for example, Municipal Finance
Bribery and the Foreign Corrupt Practices Act
and Asset Management) may have additional policies regarding employees’ personal
Federal and other laws in the United States and the laws of many other countries contributions; you are responsible for being aware of, and complying with, any rules
prohibit giving, offering, or promising, directly or indirectly, anything of value to applicable to your business unit.
corruptly influence any government official, including any officer of a political party or a
Additionally, you must contact the Government Relations Department or your local
candidate for political office, for the purpose of obtaining or retaining business or to
Compliance Officer with respect to a personal political contribution that could violate,
secure an improper advantage (such as favorable regulatory or judicial action).
or create the appearance of a violation of, the Foreign Corrupt Practices Act or local
Offering or paying such remuneration to any such person, either directly or through
law. (See Section 5.9 for a discussion of the Foreign Corrupt Practices Act and the
any intermediaries such as agents, attorneys or other consultants, is strictly
JPMC Anti-Corruption Policy.) Employees need to be especially sensitive when giving
prohibited.
to officials who are part of the decision-making process with respect to any matters
In addition, you may not accept any such payments in connection with any business relating to the firm.
decision or transaction, even if such payments are customary in the particular country
Political contributions and related activities by JPMorgan Chase
involved.
Political contributions and gifts. It is improper to offer or give anything to a public
Political Activities
official, either directly or through an intermediary, in an effort to secure an advantage
Political campaign activities and contributions by employees that would not have been granted if the offer or gift had not been made. In the U.S.,
political contributions by corporate entities are strictly regulated by laws at the federal,
Volunteering for a political campaign. If you wish to volunteer for a political campaign,
state and local levels. These laws often prohibit or limit direct monetary contributions
you must do so on your own time and as an individual, not as a representative of the
made from corporate funds (such as a contribution check or purchase of fundraising
firm or any of its affiliates. You may not use any JPMorgan Chase staff, facilities,
event tickets) as well as in-kind contributions (such as the use of corporate facilities or
equipment, supplies, or mailing lists.
staff, and even the granting of loans or other products at preferential rates). Local law
When acting as a fundraiser for a candidate or political event, be certain that your in jurisdictions outside the U.S. can also impose restrictions. Therefore, both within
activities cannot be viewed as connected with your position with JPMorgan Chase, and outside the U.S.,
especially when communicating with colleagues, customers, or suppliers. Contact the
(a) all requests for firm support (either through monetary or in-kind contributions) of
Government Relations Department for further guidance on such activity.
political events, political candidates and their campaigns, political parties, or
Volunteer political activities in connection with the 2008 Presidential Campaign in the political committees must be pre-approved and processed by the Government
United States are covered by the policy linked below, “Volunteer Political Activities for Relations Department.
Presidential Candidates”. (Note that running for public office is covered by Section
6.3.2.)

(b) political contributions proposed to be made by or on behalf of the firm must be (a) solicit, for yourself or for anyone else (other than the firm), or accept anything of
precleared by the Government Relations Department. value from anyone doing business with the firm.
(c) all gifts to governmental officials to be made by or on behalf of the firm (including (b) solicit, for yourself or for anyone else (other than the firm), or accept anything of
items of value, transportation, lodging, meals, entertainment, and services, and value from anyone in return for any business, service, or confidential information
including invitations to non-profit or other special events for which the firm has of the firm.
paid) must comply with rules applicable to the relevant jurisdiction and with
(c) solicit, for yourself or for anyone else, or accept anything of value, directly or
JPMorgan Chase’s policies.
indirectly (other than bona fide salary, wages, awards, and fees paid by or to the
Note that many jurisdictions prohibit or restrict such gifts. For information on gifts to firm), from anyone in connection with the business of the firm, either before or
officials in the United States, see Coverage of Government Entities Compliance after a transaction is discussed or consummated.
(COGEC); for information on gifts to officials outside the U.S., see the Anti-Corruption
Note that the restrictions in this section 6.5 are not intended to apply to gifts based on
Policy (which covers the Foreign Corrupt Practices Act). Contact the local Compliance
obvious family relationships (such as your parents, children, or spouse) or close
unit in the relevant jurisdiction(s) for further guidance.
personal friendships, where the circumstances make it clear that it is the relationship
Lobbying by or on behalf of JPMorgan Chase. All lobbying activities, including the rather than the firm's business that is the motivating factor.
retention of outside lobbyists, must be pre-cleared through the Government Relations
You are responsible for being familiar with any additional restrictions that may be
Department. Note that the federal government and each state has its own definitions
applicable to your business unit.
and regulations regarding lobbying of governmental employees, and what might seem
like a simple meeting could trigger a reporting requirement; if in doubt, contact What you may accept
Government Relations.
Acceptance of gifts of any kind (including entertainment and hospitality) from persons
Accepting gifts, meals, and entertainment from customers, suppliers, and that do business or seek to do business with JPMorgan Chase (including identified
others doing business with JPMorgan Chase prospective customers) is generally prohibited. However, subject to the prohibitions in
Section 6.5.2 and to any more restrictive policies your business unit may have, the
A gift may take many forms. For the purposes of the Code, the term “gift” includes
following gifts may be accepted on infrequent occasions from such a person if it is
anything of value for which you are not required to pay the retail or usual and
clear that the person is not trying to influence or reward you inappropriately in
customary cost. A gift may include meals or refreshments, goods, services, tickets to
connection with any business decision or transaction and the gift is unsolicited:
entertainment or sporting events, or the use of a residence, vacation home, or other
accommodations. (a) gifts having a retail value not exceeding U.S. $100 (or such lesser amount as is
established by your local Compliance unit) that are given on an occasion when
Gifts given by others to members of your family, to those with whom you have a close
gifts are customary (on a birthday or major holiday, or on the occasion of a
personal relationship, and to charities designated by you, are considered to be gifts to
promotion or retirement, for example; note that gifts given in appreciation for good
you for purposes of the Code.
service, or as thanks for our business, are not permitted).
You may never, except as provided in the Code:

(b) advertising or promotional material having a retail value not exceeding U.S. $100 (ii) not extravagant, and
(or such lesser amount as is established by your local Compliance unit), such as
(iii) shared among members of your business unit.
pens, pencils, note pads, key chains, calendars, and similar items.
If you have questions about whether a gift of food or beverage items is extravagant,
(c) discounts and rebates on merchandise or services that are offered to the general
discuss it with your manager, your Code Specialist, or your Compliance officer.
public, or to all employees under a plan negotiated by JPMorgan Chase.
Where this Section refers to “a retail value not exceeding U.S. $100,” the relevant
(d) customary mementos at closing dinners, permitted golf outings, and similar
Compliance unit will determine the approximate equivalent in local currency for use in
functions.
jurisdictions outside the U.S.
(e) civic, charitable, educational, or religious organization awards for recognition of
Whenever you receive a gift, or an offer of a gift, that is not specifically permitted by
service and accomplishment having a retail value not exceeding U.S. $100 (or
this Section 6.5.1, make every effort to refuse or return it. If that isn’t possible, notify
such lesser amount as is established by your local Compliance unit).
your Compliance officer or your Code Specialist to discuss how to deal with the gift.
(f) meals, refreshments, and entertainment in the course of a meeting or other
What you may not accept
occasion, provided:
Except as approved pursuant to Section 6.5.3, you may not accept the following from
(i) the purpose is business-related,
any current or identified prospective customer, supplier, or other party doing business
(ii) your host is present, with JPMorgan Chase:
(iii) your attendance is related to your duties with JPMorgan Chase, (a) gifts of cash or cash equivalents (such as gift certificates, gift checks, or
securities), in any amount.
(iv) the level of expense is reasonable and customary in the context of your
business and the relationship with the host, and (b) discounts not available to the general public or to all employees under a plan
negotiated by JPMorgan Chase.
(v) the frequency of such invitations from one host is not excessive.
(c) gifts to be delivered in installments.
If you have questions about whether a specific invitation may be accepted under this
item --- whether, for example, it is business-related, or reasonable and customary in (d) bequests or legacies.
the context of your business with the host --- discuss it with your manager, your Code
(e) invitations to parties, sports outings, and similar events solely for groups of more
Specialist, or your Compliance officer.
than ten
(g) gifts of food or beverage items that are not easily returned, if they are:
JPMorgan Chase employees sponsored by parties that do business with JPMorgan
(i) given on an occasion when gifts are customary (on a birthday or major holiday, Chase, including golf or other sports or similar outings, year-end parties, group
or on the occasion of a promotion or retirement, for example; note that gifts dinners, or departmental entertainment, unless they have been approved in writing by
given in appreciation for good service, or as thanks for our business, are not a member of the Executive Committee or an officer who reports directly to an
permitted), Executive Committee member, with a copy to your Code Specialist.

(f) travel or accommodation expenses, unless they have been approved in writing by (c) the offer or receipt of frequent gifts from one source, whether or not you refuse or
a member of the Executive Committee or an officer who reports directly to an return them.
Executive Committee member, with a copy to your Code Specialist (travel and
The Nonconforming Gift Approval and Report form, indicating the disposition of the
accommodations are not considered gifts and may be accepted if they are agreed
gift, must be signed by an Executive Committee member, your Compliance officer,
as part of a business transaction between the party providing the travel or
and the Office of the Secretary. The Office of the Secretary will maintain a record of all
accommodations and JPMorgan Chase).
reported gifts.
(g) tickets for sports competitions, concerts, or other events for your personal use,
Providing gifts, meals or entertainment
other than as permitted under Section 6.5.1.
Local laws or industry-specific regulations often limit or prohibit the giving of gifts by
Approval of nonconforming gifts
JPMorgan Chase to an employee of a current or prospective customer or supplier. For
An Executive Committee member, your Code Specialist, and the Office of the example, broker-dealers and asset managers are generally subject to regulatory
Secretary together may approve, on a case -by-case basis, the acceptance of a gift restrictions on providing gifts.
that is not specifically permitted under Section 6.5.1, or that is prohibited under
Some lines of business have very restrictive gift-giving policies, and others have
Section 6.5.2. Any such approval must be in writing and pursuant to full written
prohibited gifts entirely.
disclosure of all relevant facts, including the name of the donor, the circumstances
surrounding the offer and acceptance, the nature and approximate value of the gift, You are responsible for knowing and complying with the policies that apply to you.
and the reason why it cannot or should not be returned. (Use the Nonconforming Gift
The giving of gifts to governmental officials is in many cases strictly limited by law or
Approval Request and Report Form filed under Section 6.5.4, signed by each of the
regulation. See Section 6.4.2 for additional guidance.
Executive Committee member, your Compliance officer, and the Office of the
Secretary, for this purpose.) Business-related gifts not prohibited by law or firm policies should be reasonable and
customary in the context of the relationship with the recipient of the gift, appropriate
Required reporting of gifts
for the occasion, and in conformity with the Code, JPMorgan Chase's Travel &
You are required to file a Nonconforming Gift Approval Request and Report Form with Entertainment Policies & Procedures, and all other applicable policies.
respect to:
(a) any gift that is not permitted under Section 6.5.1 or that is listed in Section 6.5.2,
if the gift has not been refused or returned (even if acceptance has been
approved in accordance with Section 6.5.3). (Note that you must refuse or return
any such gift unless it has been specifically approved in writing as specified in
Section 6.5.3; the Nonconforming Gift Approval and Report Form should be used
to evidence that approval.)
(b) the offer or receipt of any gift that is so lavish it could give rise to an inference of
impropriety, whether or not you refuse or return it.

33. Carrefour
2007 Sustainability Report1
TOWARD FAIR AND SUSTAINABLE GROWTH
A Code of Ethics applied throughout the Group

In 2004, the Carrefour Group adopted a Code of Ethics that translated these Values
into guidelines to provide direction to employees and help them fight corruption. In
2007 it was enhanced, updated and renamed the Code of Conduct. It is now
distributed to employees in all the countries.
The Business Units regularly focus their communications initiatives on the Values and
the Group’s Code of Conduct. Some of them also supplement these awareness-
raising efforts with related training. Moreover, some sensitive countries, such as
Argentina, Brazil, China, Colombia, Indonesia and Turkey, have set up ethics hotlines
enabling their employees, suppliers or customers to alert to any behaviour
inconsistent with the Group’s Values.
GLOBAL COMPACT PRINCIPLES – EXAMPLES OF CARREFOUR GROUP

INITIATIVES
Work against corruption in all its forms, including extortion and bribery
• June 2004: a Code of Ethics was adopted to provide guidelines to employees and
help them fight corruption. Now known as the Code of Conduct, it was updated
and enhanced in 2007.
• Awareness-raising and training initiatives – in particular for buyers – were
deployed in the countries.
• In particularly sensitive countries the Group implemented ethics hotlines that
employees, suppliers or customers may use to alert us to any behaviour
inconsistent with the Group’s Values.
1 Source: http://www.carrefour.com/docroot/groupe/C4com/Commerce%20respons able/Publications/RDD%202007%20GB.pdf

34. Assicurazioni Generali
Sustainability Report 2007 1 • introduction of IT instruments for the purpose of preventing the risk of fraud
associated with handling motor insurance claims
Internal control and risk management system
Germany:
The main operating divisions whose functions expose them to the risk of money
laundering (units handling cash flows) and fraud (units in charge of claim settlement, • systematic fraud-prevention analysis among Group companies, for the purpose
purchase management and contracts) were analysed in Italy and other countries. Staff of identifying and defining indicators for the risk of corruption
members working in these divisions receive training and informat ion on anti-corruption • monitoring the reshuffled corporate claims service and, from 2008, also units
policies and procedures adopted. external to the Group (service companies, surveyors, lawyers, etc.)
Fight against corruption initiatives (2007) • constituting an operational unit that handles fraud and
Italy: • corruption within the Group’s Audit Department
• adoption of the Organizational and Management Model Spain:
• e-learning training courses on Legislative Decree no. 231/01 • a section of the company’s Intranet is dedicated to training all staff members
• adoption of measures to prevent conflicts of interest in supplier relations (Ethical on anti-corruption policies and procedures
Code for Relations with Suppliers) Switzerland:
Austria: • monitoring of the operational units that are most exposed to the risk of corruption
• adoption of provisions to prevent conflicts of interest in purchase processes • information on anti-corruption policies adopted by the Group in Switzerland
(provisions dictated by the Internal Audit and the Austrian Supplier Management provided by the Managing Director to the managers of operational units and by
Code) the latter to employees
France: • introduction – in the general work conditions – of an explicit provision on
• adoption of measures and provisions to prevent money - laundering and the accepting presents in work situations
financing of terrorism, outlined in detail and in writing, and applicable to all • staff responsible for asset management are required to sign individual
relevant operating units (60% of Group offices) statements regarding specific conduct standards to be adopted in their relations
• some staff members act as established contacts with the Authorities responsible with banks and other investment companies
for fighting against illegal financial channels, to whom cases of suspected money
laundering are reported
Evidence available shows there were no confirmed episodes of corruption within the
Group in 2007.
1 Source: http://www.generali.com/BilancioSost/eng/BS_eng_col/Generali_SR_col_full_72.pdf

Sustainability Strategy Violations

If the principles of the Ethical Code are violated, the Group shall adopt disciplinary
Bodies for developing sustainability measures against the persons responsible for those violations – if such actions are
deemed necessary for the safeguard of corporate interests –, in compliance with the
In 2007, the Group made the Chief Financial Officer responsible of sustainability. The
provisions of current legislation. In the most severe violations, said measures can
latter’s job is to:
entail the expulsion of said persons from the company.
• monitor major social and environmental changes and identify the risks the Group
Reports of violations or alleged violations shall be notified to the Group’s Internal Audit
is exposed to, with particular reference to those associated with human rights,
Department of the Parent Company in written and non anonymous form. Said
corruption and environmental changes;
department shall analyse the report and contact the top managers of the Company
• identify sustainability strategies, guidelines and basic policies; where the alleged violation occurred, so that they can adopt any measure falling under
their competences.
• define policies to be adopted to involve workers and stakeholders.
The Internal Control Committee or, in default of this Committee, the Director entrusted
with internal control shall verify that the measures are adopted by the companies of
ETHICAL CODE1 the Group. To this end, the competent body shall resort to the cooperation of the
Group’s Internal Audit Department.
Implementation
Adoption and distribution

The Code is defined and approved by the Board of Directors of the Parent Company,
as will be any future updates.
The Code is written in Italian and English, and it is translated into all the languages of
the countries where the Group is active. It shall be published and suitably highlighted
on the www.generali.com website and on the websites of the Group's Companies.
Every member of staff or newly-hired employee shall receive a printed copy of the
Code.
In order to ensure that the Code is properly understood, the International Group
School and the other related training Departments across the country shall prepare
and adopt a training plan entailing a series of initiatives customized to the role and
responsibilities of the Personnel.
1 Source: http://www.generali.com/generalicom/media/show?10395

35. American International Group
Code of Conduct 1 Individual Responsibilities
Anticorruption and Bribery Meeting our responsibilities enables our business to succeed and grow, today and in
the future.
We must never use improper means to influence another’s business judgment. No
AIG employee, agent, or independent contractor may provide bribes or other improper Each of us is expected to:
benefits to another person in order to obtain or retain business or an unfair advantage • Understand and act according to this Code and AIG’s policies, applicable laws
in any business interaction that involves AIG, our customers, or employees. and regulations.
Payments or promises to pay something of value to obtain or retain business or • Seek guidance from management, compliance personnel or AIG’s legal counsel
otherwise secure an improper advantage must never be made to a government official when you have questions.
or employee. Government officials may include senior management of enterprises that
are controlled or owned in whole or in part by a government. • Promptly report concerns about possible violations of this Code or applicable
laws and regulations to management or to one of the resources listed on the next
Anticorruption laws also prohibit the creation of inaccurate or false books and records page.
and they require companies to develop and maintain adequate cont rols regarding
corporate assets and accounting. All AIG employees and officers are required to • Participate in ethics and compliance training to keep up-to-date on current
comply with the U.S. Foreign Corrupt Practices Act. standards and expectations.
Any AIG employee who has knowledge of, or in good faith suspects, a violation of any
of these laws, regulations or policies must report them promptly to the compliance No reason, including the desire to meet business goals, can ever be an excuse for
officer assigned to your business. violating laws or regulations.
Money Laundering Prevention Gifts and Entertainment
AIG is committed to meeting its responsibilities to help prevent money laundering and Modest gifts and appropriate entertainment can help strengthen business
terrorist financing. These responsibilities generally include identifying clients, relationships, but these business courtesies, whether given or received by AIG
monitoring client activity and reporting suspicious or unusual activity consistent with employees, must never improperly influence business decisions.
applicable laws. Employees are required to abide by anti-money laundering programs
established by AIG and its business units. Suspicious activity reporting requirements If you are offered a gift that does not meet the criteria set forth in the appropriate gifts
are time sensitive. Contact your manager or the compliance officer responsible for or entertainment section on this page, politely decline the gift or entertainment. If
money laundering prevention as soon as you have a concern that an activity might be declining a gift would be offensive or hurt a business relationship, accept the gift on
unusual or suspicious. behalf of AIG and submit a written gift report to your manager within 30 days. The gift
must be forwarded to your manager who, together with your compliance officer, will
determine the appropriate disposition of the gift. Managers are responsible for
collecting gift reports and filing them with their compliance officer.
1Source: http:// media.corporate-ir.net/media_files/irol/76/76115/AIGcoconduct.pdf

Cash or cash equivalents, including gift certificates, checks, traveler’s checks or Appropriate gifts or entertainment, whether given or received, should:
money orders, investment securities, negotiable instruments, payment of credit card
• Have a specific business purpose.
charges or similar items, cannot be accepted or offered as gifts – regardless of the
amount. • Be in good taste and not extravagant or excessive.
Special care must be taken when providing gifts and entertainment to officials or • Not be exchanged frequently with the same source.
employees of governments or government-owned or controlled enterprises. When
• Be allowed by AIG’s and the recipient’s organization’s policies.
providing gifts or entertainment to government officials or employees of government
owned or controlled enterprises, you are required to abide by local law and AIG’s Anti- • Be reasonable, ordinary, customary and lawful in the country or region where
Corruption Policy. Consult with the compliance officer assigned to your business if you they are exchanged.
have any questions regarding gifts or entertainment provided to government officials.
• Not be intended to improperly influence business decisions.
Business units may impose additional gift and entertainment restrictions and reporting
• If a gift, not be valued in excess of $150 USD.
requirements.
• Never allow business gifts and entertainment, whether given or received, to
improperly influence business decisions. Asking Questions and Raising Concerns
• Remember if the donor is not present, then the entertainment is subject to gift Most concerns likely to be faced at work can be resolved by talking to and working
policies. with management, Human Resources or the compliance officer assigned to your
business. In addition, AIG employees may ask questions, raise concerns or report
• Respect local and cultural sensitivities when exchanging business gifts and
instances of non-compliance with this Code, AIG policies or applicable laws and
entertainment.
regulations by contacting any of the following:
• Never provide or accept extravagant gifts or lavish entertainment.
• AIG’s Corporate Compliance Group at 1-646-857-1877 or e-mail
• Never offer anything that could be considered a bribe or other improper payment corporatelegalcompliance@aig.com.
or gift. When providing gifts or entertainment to government officials, comply with
• AIG Compliance Help Line at 1-877-244-2210 or via the internet, at
AIG’s Anti-Corruption Policy.
www.aigcompliancehelpline.com. The Compliance Help Line is staffed by an
• Do not solicit gifts, favors or entertainment. independent third party that provides written reports to AIG’s Corporate
Compliance Group. Communications to the Help Line may be made
• Report any gifts valued at more than $150 USD to your manager and the
anonymously, subject to local laws. Reports may be made in all major languages
compliance officer assigned to your business, and turn it over to them for
from anywhere in the world.
disposition.
• Prior written approval of a manager is required before providing a gift valued at
more than $150 USD.

For concerns related to accounting, internal accounting controls or auditing matters,

employees may contact either of the above (anonymously through the helpline) or
may bring the concern to the attention of the Audit Committee of AIG’s Board of
Directors by e-mail at accountinghotline@aig.com.
Non Retaliation
AIG prohibits retaliation against any employee for making a good faith report of actual
or suspected violations of this Code, laws, regulations or AIG p olicy.
Discipline
Violating applicable laws, regulations or this Code, or encouraging others to do so,
puts AIG’s reputation at risk and therefore may result in disciplinary action. Failing to
promptly report known violations by others also may be a violation of this Code.
Discipline may include termination of employment and loss of employment-related
benefits.

36. Royal Bank of Scotland
Corporate Responsibility Report 20071 This liability can extend to disciplinary action, a fine, imprisonment (or all three) if
found guilty of breaching the relevant legislation.
Employee practices
For copies of these policies please contact your manager or refer to your local
regulatory risk or compliance manual.
Ensuring employee wellbeing
Minimum standards for all Group employees: UK businesses and overseas
Where problems occur in the workplace, employees need to know there is a
mechanism for reporting this and getting advice. Our whistleblowing helpline was branches
relaunched in 2007 as Speak Up. Speak Up is available to all employees who wish to All Group employees must be aware of the need to report to the appropriate specialist
report a serious concern in a confidential manner. This facility is available to department any instances where they have a reasonable suspicion that a customer
employees 24 hours a day, seven days a week, 365 days a year. relationship:
• is being established or operated in relation to a suspected person such as an
individual linked to terrorist financing
Code of Conduct² • or might involve any aspect of money laundering or fraud.
Bribery and corruption

You should never offer or accept any bribe or inducement, which may influence or Employees must be aware at all times of their responsibility for ensuring that the
appear to influence your actions. Nor should you misuse your position within the Group does not act in breach of its stated policy and should ensure (through their
Group or the information you gather during the course of your duties to further your manager) that they are in receipt of regular adequate training to maintain this
private interests or those of anyone else. If you have a concern, please speak to your awareness.
manager in the first instance. Gifts and hospitality
Financial crime awareness and duty to report suspicions The aim of the Group’s gifts and hospitality policy is to avoid prejudicing your
All employees should be aware that they might be personally liable for failing to objectivity, for instance, when a contract is in the course of negotiation.
adhere to the Group’s policy (and associated guidance and procedural materials) on: The policy applies to gifts and hospitality received from or offered to customers,
• sanctions and terrorist financing compliance suppliers and other business contacts and is designed to avoid situations where a
customer or supplier may seek to influence you. The policy also takes account of the
• money laundering prevention. law relating to the offering of gifts and hospitality to local authorities and other public
bodies.
1 Source: http://www.rbs.com/content/corporate_responsibility/downloads/2007_cr_report.pdf
²Source: http://www.rbs.com/content/corporate_responsibility/employee_practices/downloads/RBS_Group_Code_Conduct.pdf

Gifts • Your manager must have given prior approval or general authorisation
Small gifts – impersonal items of minimal financial value and often of a promotional • General authorisation is appropriate for business related hospitality, including
nature such as a diary – from customers or suppliers (actual and potential) can be working lunches that take place during business meetings, and for formal or
accepted and kept. Other gifts cannot be accepted without approval from your professional functions such as those organised by the Institute of Bankers, by
manager. accountants or by chartered surveyors
To avoid causing offence, you should explain to the person offering the gift that you • Specific authorisation by a senior manager is required for events such as a day at
are bound by the Group’s policy on accepting gifts. the races, Ascot, Wimbledon, Open Golf, International football or rugby matches
and sporting occasions generally. The Group will not reimburse any gambling
On no account should you accept gifts that by their nature have the potential to cause
expenses incurred at such events
reputational damage or embarrassment to the Group. This may include cash, cash-
convertible gifts or any payment, favour or inducement that might improperly influence • In no event should hospitality be offered (or accepted), which by its nature (for
an official transaction. instance “adult’ entertainment) or scale (such as a trip overseas to the World
Cup) has the potential to cause reputational damage or embarrassment to the
Hospitality – offering and accepting
Group
The majority of employees are not authorised to offer Group hospitality to customers,
• In the case of potential customers or suppliers, your manager must have given
suppliers or other business contacts, or to accept any hospitality offered.
prior approval or a general authorisation in line with the principles set out above.
Where entertaining is essential to your role you may be authorised by line It is also essential that the manager is accurately briefed to prevent any
management to offer or accept hospitality. If you are offering hospitality you must suggestion that a Group employee has been unduly influenced
operate within your approved budget for hospitality. If you are offering or accepting
• When accepting hospitality, the donor is present in order to avoid situations
hospitality you must adhere to the following guidelines.
where hospitality is offered solely as a gift rather than entertaining. Employees
Any hospitality offered or accepted must be appropriate to the Group’s business must not accept corporate membership of such organisations as sports clubs,
interests and should not be excessive as regards any contact, customer, supplier or health clubs, golf clubs, gyms or private clubs from a customer or other business
other third party. contact.
A common sense approach should be taken as to what is ‘appropriate’ or ‘excessive’,
but the following principles must be borne in mind:
Recording gifts and hospitality
• The hospitality must not be allowed to develop into an inappropriate personal
Some Group employees are required to record all offers and receipts of gifts or
relationship, for example, where a host provides special discount arrangements
hospitality. You will be personally informed by your manager if you are subject to this
for Group employees
requirement and advised as to the duties and recording procedures that are in place in
• Your manager must be kept informed of the social aspects of a business your business area.
relationship through normal reporting procedures

Failure to follow this Code

Adherence to this Code in relation to your personal conduct, business integrity and the
Group ’s security are crucial to the maintenance of our reputation and the protection of
the Group ’s interests.
Failure to follow this Code of Conduct will be treated very seriously by the Group and
may lead to disciplinary action being taken. This could result in dismissal.
In any disciplinary situation the Group may:
• involve external authorities where external regulations have been breached
• involve the police if a criminal offence may have been committed.

37. Siemens
Corporate Responsibility Report 20071 anticorruption and antitrust regulations as well as compliance with all rules governing
environmental protection, occupational safety, antidiscrimination requirements and
Challenges data privacy issues.
The compliance infractions that we have identified mainly concern violations of
Challenge: Transparency anticorruption and antitrust rules. The steps taken during the reporting period focused
The corruption and bribery cases at Siemens dominated the public’s awareness of our on clearing up these infractions and on selective measures needed to prevent future
company in the period being reported. In response to these violations, we set the goal violations.
of becoming the industry benchmark for transparency. Our CR reporting should make An enormous challenge
an important contribution toward this goal.
In the past, we were not always successful in our attempts to make compliance a
Overview of the Goals central element of our corporate responsibility throughout the company. In violation of
our own internal rules, we failed to practice compliance as rigorously as we should
Anti-corruption/Anti-trust: have.
Our goal is to completely clarify all violations of the company’s anticorruption and anti- In fiscal 2007, it was determined that in years past some of our managers and
trust regulations, apply every necessary consequence, and ensure legally faultless employees had violated statutory rules – and, at the same time, our own internal ones.
behavior in the future. As a result, the authorities in several countries investigated Siemens AG and its
subsidiaries as well as a number of former and present managers and employees.
Compliance Among other things, these legal proceedings dealt with allegations of bribing public
officials, breach of trust, corruption, money laundering and tax evasion.
Basis for responsible conduct We regularly report on the status of the proceedings in our financial reports and also
This imperative covers laws and other external regulations. It also applies to internal separately in the announcements of our annual and quarterly results; pages 170 ff of
Company policies, procedures and controls. The internal rules are based on the the Management Discussion and Analysis section of the Siemens Annual Report 2007
external regulations, but also cover Siemens’ corporate values: responsibility – contain a detailed discussion of the legal proceedings for the reporting period.
excellence – innovation. It is in our own best interest to rigorously expose compliance violations within the
Compliance is the foundation of responsible conduct. Corporate responsibility can company, regardless of the people involved, and to ensure that our business practices
achieve its full social potential only if everyone involved first complies with external comply fully with the law. We are therefore doing everything in our power to assist the
and internal Company rules and regulations. Compliance with the law and our own public authorities and courts in clearing up these issues, and we have also launched
regulations is part of our self-image and forms the core of our corporate culture. As a our own comprehensive internal investigations. For this purpose, Siemens has
result, our Business Conduct Guidelines establish the framework within which our retained the U.S. law firm Debevoise & Plimpton LLP as an independent agent to
managers and employees perform all their duties. identify any further violations of anticorruption rules.
We also see compliance as covering a wide range of issues. It has to do with

1 Source: http://w1.siemens.com/ responsibility/report/07/pool/pdf/cr_report_2007_e_intenetversion.pdf

To support and speed up the clarification of alleged infractions, we introduced an Another important element of the Compliance Program is the prohibition on
amnesty program at the end of the reporting period, offering our employees a way to concluding Business Consultant Agreements without the prior approval of the Chief
voluntarily report breaches of anti-public-corruption rules. Until February 29, 2008, Compliance Officer. There has been a high risk of dishonest behavior in this type of
employees were able to report their own misconduct without Siemens claiming consultant agreement. We therefore centralized all payment and cash management
damages or unilaterally terminating their employment. During the course of these systems to improve internal controls.
comprehensive clarification efforts, we are taking the opportunity to systematically
Information – consulting – training
identify wrongdoing, establishing necessary consequences and rigorously prevent
future violations of the law. A total of 123 amnesty requests were submitted by the end To promote greater awareness of compliance concerns, we summarized all
of February 2008. In our Compliance Report we report on the status of the anticorruption regulations in the concise Siemens Compliance Guide Anti-Corruption,
investigations. which we provide to each and every manager and employee.
The three pillars of the Compliance Program The Compliance help desk, along with its “Ask us” function launched in September
2007, is a central point of contact where all managers and employees throughout the
Fist pillar: Prevent world can submit compliance-relevant questions to our compliance experts 24/7.
In addition to contacting the Compliance help desk “Ask us”, our managers and
Unmistakable and consistently implemented policies and clear communication of their
employees can also direct questions to the Compliance Officer in charge of their
subject matter, along with training and ongoing consultation, are the key tools that
corporate unit.
enable us to prevent future violations of external and internal rules before they even
happen. We will measure the effectiveness of our activities through regular employee Between February and October 2007, 1,400 employees in management positions all
surveys, the results of which also form an element of our Compliance Incentive over the world received intensive training in antitrust law and anticorruption issues. To
System for top managers. date, 36,000 employees have participated in an online training program, which deals
with such things as instructions on handling payments, accounting practices and gifts
Business Conduct Guidelines and other internal rules
and donations. A total of 100,000 employees will complete this training. The training
Our Compliance Program is based on our Business Conduct Guidelines, which methodology and content are being evaluated and optimized on a continuous basis.
obligate all managers and employees to obey the law and comply with internal
Employee surveys and the Compliance Incentive System
Company regulations. In particular, they contain precise rules on compliance with
competition and anticorruption laws as well as the prohibition of insider trading. They To obtain clear results on whether the steps taken under our Compliance Program are
also contain rules on handing gifts and donations and avoiding conflicts of interest, bringing about changes in the Company’s compliance culture, we will begin
among other things. implementing worldwide manager and employee surveys on the subject of compliance
in 24 languages in fiscal 2008. The surveys, which will be repeated at least once a
Within the reporting period, we began to revise and expand the Business Conduct
year, enable us to visibly demonstrate changes in the knowledge level and attitudes of
Guide -lines. The findings of our internal investigations will be incorporated into the
our employees. The results of these surveys will be incorporated into the Compliance
project. Our goal is to provide managers and employees with a set of clearer and
more precise rules.

Incentive System, which provides compliance -related targets for paying bonuses to complaints within the Company.
our top executives. We are preparing this program for launch in fiscal 2009.
Merging audit functions
Second pillar: Detect
Effective on October 1, 2007, all audit functions were merged into the Corporate
The central elements of the second pillar of our Compliance Program involve Finance Audit unit and assigned to the Corporate Finance department. The new unit is
expanding the channels of communication with the ombudsman and help desk headed by the Chief Audit Officer, who reports independently to the Audit Committee
function “Tell us” – both of which are available to external stakeholders – and the and its chairman.
comprehensive reorganization and expansion of our internal Company controls.
Third pillar: Respond
Effective clarification activities increase the likelihood that compliance violations will be
identified and thus also support our preventive measures. Clear consequences and an unmistakable response characterize the third pillar of our
Compliance Program. Newly introduced internal rules on the legal consequences of
Ombudsman and help desk "Tell us"
compliance violations as well we disciplinary procedures allow us to effectively
Even extensive preventive actions cannot entirely rule out the possibility that violations penalize misconduct – which, in turn, strengthens our preventive measures.
of external or internal rules can occur. In order for us to immediately detect
We have all types of sanctions allowed under labor laws at our disposal for imposing
questionable transactions or obvious violations and to respond swiftly, a number of
penalties on compliance violations internally. We determine which sanction is
easily accessible communication channels are available to our ma nagers and
appropriate in an individual case, based on the seriousness of the compliance
employees as well as our suppliers, customers and other business partners.
infraction.
Both employees and third parties can report irregular business practices to our
The proceedings are handled either by the Corporate Disciplinary Committee or
independent ombudsman, who will pass them on to the compliance organization if
locally, depending on the seriousness of the violation or the position of the person
suspicions turn out to be justified, strictly maintaining the anonymity of the reporting
involved. Areas of responsibility, procedures and regulations to be observed, including
parties. The second function of the Compliance help desk complements this process.
the safeguarding of statutory worker participation rights, are clearly defined.
“Tell us” gives our employees and external stakeholders a means for reporting
violations of external or our own internal rules in 160 languages on the Internet or over Each employee who has committed a compliance infraction must complete a
the phone. The reports received are neither traced back to their source nor recorded. compliance training course within the framework of the general training programs.
The increase in the number of reports to the ombudsman and the Compliance help Incidents and consequences
desk “Tell us” observed in fiscal 2008 demonstrates the growing awareness and
All of these measures send a message to our managers and employees that
acceptance of both channels. The number of substantiated reports has grown by
infractions are not tolerated and will indeed come to light. In fiscal 2007, we had to
leaps and bounds, an indication of vast improvements in
impose personnel sanctions on a total of around 500 employees who had violated
awareness of the responsible use of both channels of communication. Not enough external regulations or our internal policies.
data has yet been collected for meaningful analyses.
We fired 30 percent of these employees, while 8 percent loss components of they
The ombudsman and help desk “Tell us” supplement existing channels for reporting salaries. The other employees received either a reprimand or a warning.

Siemens will continue to submit quarterly and annual reports on these and other Client gifts to business partner employees must be selected so as to avoid any
aspects of the Compliance Program. appearance of bad faith or impropriety in the mind of the recipient. In cases of doubt,
the recipient should be asked to obtain prior permission for the gift from his/her
With our Compliance Program, we make it clear just how seriously we take this issue
supervisor. If the recipient balks at this request, this means that this person himself/
and the allegations made. We are doing everything in our power to restore
herself considers the gift to be improper.
confidence, and we have set ourselves the goal of becoming one of the world’s top
companies in terms of transparency and compliance by 2010. Gifts must not be made to public officials or other civil servants.
The Siemens Annual Report 2007 contains additional information on Siemens Employees concluding contracts with consultants, intermediaries, agents, or
compliance. We also publish in-depth information on ongoing legal proceedings in our comparable third parties must see to it that these also offer or grant no unjustified
quarterly interim reports. advantages.
Demanding and Accepting Advantages
No employee may use his/her job title to demand, accept, obtain, or be promised
advantages. This does not apply to the acceptance of occasional gifts of insignificant
Business Conduct Guidelines1
value, but any other gifts must be refused or returned.
Behavior which Abides by the Law Special Rules for Awarding Contracts
Observance of the law and the legal system is a fundamental principle for our Any bidder for a contract expects us to examine his/her bid fairly and without
Company. Every employee shall obey the laws and regulations of the legal systems prejudice. Employees whose work involves the awarding of contracts must particularly
within which they are acting. Violating the law must be avoided under all abide by the following rules:
circumstances, especially violations punishable by jail, monetary penalties, or fines.
• The employee must inform his/her supervisor of any personal interest he/she
Regardless of the sanctions foreseen by the law, any employee guilty of a violation could possibly have in connection with the execution of his/her professional
will be liable to disciplinary consequences because of the violation of his/her duties.
employment duties.
• There must be no unfair discrimination for or against any suppliers in their
Offering and Granting Advantages competition for contracts.
We battle for orders with the quality and the price of our innovative products and • Invitations from business partners may only be accepted if the occasion and
services. scope of the invitation are appropriate and if refusing the invitation would be
No employee may directly or indirectly offer or grant unjustified advantages to others discourteous.
in connection with business dealings, neither in monetary form nor as some other • Gifts from business partners must be refused and returned unless they are
advantage. occasional gifts of insignificant value.
Source: http://w1.siemens.com/responsibility/report/07/pool/compliance/business_conduct_guidelines_e.pdf

• No employee may have private contracts fulfilled by companies with which he/she
has company business dealings if he/she could derive any advantage therefrom.
This is particularly applicable if the employee exercises or is capable of
exercising a direct or indirect influence upon having that company receive a
contract from Siemens Aktiengesellschaft or one of its subsidiaries.
Complaints and Comments

Any employee may lodge a personal complaint with his/her supervisor, the Personnel
Manager, or some other person/unit designated for this purpose or with an existing
internal works council, or indicate circumstances which point to a violation of the
Business Conduct Guidelines. The matter will be investigated thoroughly. The
corresponding measures will be implemented if appropriate. All documentation will be
kept confidential. No reprisal of any kind will be tolerated.
Employees should exhaust the internal possibilities of mediation.
Implementation and Controlling
The management of Siemens Aktiengesellschaft, its Groups, and its subsidiaries
throughout the world shall actively foster the widespread distribution of the Business
Conduct Guidelines and see to it that they are implemented permanently.
Compliance with the law and observance of the Business Conduct Guidelines shall be
monitored worldwide in all Siemens' companies on a regular basis. This shall be done
in accordance with the national procedures and legal provisions in question.
In order to ensure a fair and corruption-free competitive conduct, Compliance Officers
are specially designated at the level of Siemens Aktiengesellschaft and subsidiaries
as well as at the level of the Groups.

38. Samsung Electronics
2008 Samsung Electronics Sustainability Report 1 Corporate Ethics and Compliance
Ethical Management Programs As a global firm with a large number of worksites across the world, we are fully
committed to complying with local laws and regulations as well as internal ethical
We provide anti-corruption training to all our employees based on the Code of disciplines. We believe that ethical management is not only a tool for responding to
Conduct as part of our commitment to promoting ethical behavior. The following are the rapid changes in the global business environment, but also a vehicle for building
our key initiatives for ethical management: trust with various stakeholders such as customers, shareholders, employees,
• Cyber Auditors business partners, and local communities. Meanwhile, achieving and maintaining
world-class ethics for all our employees is a great challenge. Via continuous training
The Cyber Audit program, launched in 2002, is a web-based portal which and supervision, we seek to be one of the most ethical companies in the world.
educates employees on the Code of Conduct, defines corruption and other
unethical behavior, and offers specific guidelines for our employees around the
world. It also serves as an online vehicle for the direct reporting of corruption and
other irregular activities.
Ethics Management²
• Anti-Corruption Educational Video
Through managerial practices based on ethical discipline and integrity, SAMSUNG
We produce and distribute educational videos in 22 different languages to help all
Electronics is able to return greater benefits and values to its shareholders,
our employees fully understand the Code of Conduct. The video educates
customers, employees, partner companies, and people in the community.
employees on the rationale for and specific provisions of the Code of Conduct,
reallife infringement cases, the Cyber Audit program, and how to report violations. SAMSUNG Electronics has increased the number of outside directors in the BOD,
restructured the audit committee, and opened business results to the public. To
• Audit Committee
achieve a level of ethics which adheres to a higher standard than that required by
The Audit Committee is a supervisory body which supports the management in its laws and regulations, the Company follows the guidelines in the Ethics for Employees
efforts to maximize the corporate values. It was set up in 2000 as an independent and the Code for Procurement. To prevent any illegalities, all employees periodically
committee under the Board of Directors, replacing the existing Auditor. Its duties take an anticorruption class. The cyber audit team receives a corruption report around
include auditing internal accounting functions, evaluating the job performance of the clock from inside the company and outside. Any employee connected with
Directors, requesting submission of operating reports and convocation of the corruption is punished by proper measures regardless of his or her position.
General Shareholders Meeting. We also have an independent internal audit team
SAMSUNG Electronics global code of conduct
that reports directly to the CEO. This team was set up to diagnose and encourage
ethical management across the organization and consists of experts with over 10 SAMSUNG Electronics continuously focus on the whole prohibition of injustice
years of experience in their respective industries. It leverages computer systems behavior such as bribery, corruption and non participation in politics under the code of
and networks for the efficient audit of the entire organization.
1 Source: http://www.samsung.com/us/aboutsamsung/citizenship/download/2008_SustainabilityReport_Eng.pdf
²Source: http://www.samsung.com/us/aboutsamsung/corpcitizenship /environmentsocialreport/environmentsocialreport_EthicsManagement.html

conduct based on the 5 management principles in Sep. 2005. Through this, it became
obligatory that employees make healthy organization culture and observes the
obeying the law consciousness.
abiding laws and fair competition - ethical code 1•2
Our business activities strictly abide by the laws and regulations and are fair in
competition.
The company will not abuse a dominant market position nor use coercion to cause
inclusion of unwanted items in any sales transactions (tying).
The company will not enter into price fixing, bid collusion, market collusion or reduced
production agreements with competitors, and will not discuss with competitors prices,
bids, customers, sales territories and conditions including price confirmation. The
company will not permit the acceptance of money, goods, entertainment and/or share
offers of stock from customers or external interested parties, nor allow any improper
activities that violate laws and fair trade principles.
The company shall not illegally obtain or use competitor’s trade secrets of confidential
information.
The company shall not demand, or use coercion to obtain any advantage detrimental
to the interest of customer or partner companies.

39. ArcelorMittal
Corporate Responsibility Report 20071 required to impart the same training to their own teams. By the end of June 2008, all
employees should have received their training. Beyond initial training, making
Health and Safety and Ethical Issues employees aware of the Code of Conduct is an ongoing process. This is done through
classroom training and programmes as well as regular Intranet and internal
Code of Business Conduct publication reminders and tips.
The Code of Business Conduct applies to all directors, officers and employees of the All members of the Group Management Board, Business Unit CEOs, chief financial
Group worldwide. It defines the ethical and legal obligations of everyone engaged in officers, and heads of function are required to submit quarterly compliance
the Group ’s business. It also establishes mandatory guidelines to which all can refer in certification.
situations where the proper course of conduct may not seem clear . These certificates ensure that the code of conduct has been distributed to all
The Code covers legal compliance, competition and antitrust issues, anti-corruption employees within the appropriate business unit and compliance training programmes
measures, conflict of interest, fair dealing and a number of other subjects. The Code is are in place. Material violations relating to anti-corruption (namely the Foreign Corrupt
discussed in further detail below. A Group-wide training programme supports the Practices Act), competition law, employment law as well as Health and Safety and
implementation of the Code. environmental non-compliance are submitted through the quarterly compliance
certificates. This process is monitored by the corporate legal department.
Whistle blower policy
A Whistleblower Policy is in place for the reporting of any irregularities regarding
accounting or auditing issues, as well as ethical violations. Reports can be made
online or by mail. They are investigated by the Audit Committee of the Board. The
ArcelorMittal Code of Business Conduct²
policy is in conformity with the Sarbanes -Oxley Act of 2002.
Payments and/or gifts to Government Officials
Implementing the Code of Conduct
ArcelorMittal will comply with the anti-corruption laws of the countries in which it does
Our Code of Business Conduct is essential to the safeguarding of our reputation. It
business, including the US Foreign Corrupt Practices Act, which applies to its global
has been designed to ensure that our clients, suppliers and all others with whom we
business. We will not directly or indirectly offer or give anything of value to any
have dealings can trust us to be fair, reliable and transparent. It is also there to make
government official, including employees of state-owned enterprises, for the purpose
sure our employees work in a safe environment – one that is free from prejudice and
of influencing any act or decision in order to assist the Company in obtaining or
malice and offers equal opportunities to all.
retaining business or to direct business to anyone. We will also ascertain that any
The Code was launched in February 2007 as part of our wider Compliance agents we engage to conduct business on our behalf are reputable and that they also
Programme. A training programme designed to familiarise employees with the will comply with these guidelines.
programme ’s content is close to completion. The training operates on the principle of
cascading. Managers are trained by members of the legal department and are then
1 Source: http://www.arcelormittal.com/rls/data/upl/720-3-0-CorporateResponsibilityReport-LowResolution070708.pdf
²Source: http://www.arcelormittal.com/index.php?lang=en&page=485

Receiving gifts or benefits Employees who are called upon to do so may incur reasonable expenses for the
entertainment of current or prospective customers or other persons who deal with the
We must not profit from our position with ArcelorMittal so as to derive personal
Company, provided that such entertainment is in keeping with the person's position
benefits conferred on us by persons who deal or seek to deal with the Company.
and is related to business discussions and that appropriate accounts are kept.
Consequently, accepting any personal benefit, such as a sum of money, a gift, a loan,
services, pleasure trips or vacations, special privileges or living accommodations or A shared responsibility
lodgings, with the exception of promotional items of little value, is forbidden.
Each one of us is responsible for adhering to the values of ArcelorMittal in our daily
Any entertainment accepted must also be of a modest nature and t he real aim of the lives as employees of the Company and for making every effort to ensure that our
entertainment must be to facilitate the achievement of business objectives. For rules of conduct are respected by all. Conduct that is contrary to these rules is
example, if tickets for a sporting or cultural event are offered to us, the person offering punishable by disciplinary action up to and including termination of employment, in
the tickets must also plan to attend the event. In general, offers of entertainment in the compliance with all applicable laws and procedures.
form of meals and drinks may be accepted, provided that they are inexpensive,
Reporting any illegal or unethical behaviour
infrequent and, as much as possible, reciprocal.
Any behaviour that deviates from this code should be reported immediately to our
As these instructions cannot cover every eventuality, we are all required to exercise
supervisor, a member of management, the head of the Legal Department or the head
good judgment. The saying "everybody does it" is not a sufficient justification. If we
of Internal Audit Department. In the case of accounting, internal control and auditing
are having difficulty deciding whether a particular gift or entertainment falls within the
issues, these may also be reported to the Audit Committee of the Board of Directors of
boundaries of acceptable business practice, we should ask ourselves the following
ArcelorMittal. If, after our supervisor has been informed, appropriate steps still have
questions:
not been taken, we should personally bring the matter to the attention of one of the
Is it directly related to the conduct of business? Is it inexpensive, reasonable and in other persons mentioned above. It is the policy of the Company not to allow retaliation
good taste? Would I be comfortable telling other customers and suppliers that I gave of reports of misconduct by others that we make in good faith. Employees are
or received this gift? Other employees? My supervisor? My family? The media? Would expected to cooperate in internal investigations of misconduct.
I feel obligated to grant favours in return for this gift? Am I sure the gift does not
violate a law or a Company policy?
In case of continuing doubt, we should consult our Supervisor or the Legal
Department. Whistleblower1
Offering gifts and entertaining Please note, this section is intended for the reporting of concerns regarding
The Company expects us to refrain from offering gifts or granting favours outside the accounting or auditing matters, not for general business complaints or product issues.
ordinary course of business to current or prospective customers, their employees or Reports of general ethical violations will be communicated to the appropriate
agents or any person with whom the Company has a contractual relationship or organisations within the Group. Any submissions not related to accounting or auditing
intends to negotiate any agreements. matters or ethical violations will be disregarded.
1 Source: http://www.arcelormittal.com/index.php?lang=en&page=56

Read more about Whistleblower policy (pdf document)

You can report anonymously to the following address:
Audit Committee
ArcelorMittal
BP 78
L -5201 Sandweiler
G.D. of Luxembourg
You can also register your report on this web site page. No information will be
gathered, other than what you type in.
At your option, the Audit Committee encourages you to supply contact information
with your submission to facilitate follow-up, clarification and assistance with
investigations if necessary.
Completion of this information is voluntary. Please enter as much or as little
information as you feel comfortable.

40. Honda Motor
CSR Report 2008 1 Conduct Guideline²

Compliance System Business Transactions
Honda has appointed a compliance officer to act as a director in charge of To make sure Honda maintains a fair and sound relationship with our business
compliance-related initiatives. Other key elements of our compliance system include partners, we will conduct fair, sound transactions.
the Business Ethics Committee and the Business Ethics Improvement Proposal Line.
• Selection of business partners
Business Ethics Committee
When we need to purchase products or services, we will select a business
Honda’s Business Ethics Committee is chaired by the compliance officer and consists partner by comparing and evaluating in an impartial manner the terms and
of directors and corporate officers. The committee deliberates on matters related to conditions offered by various business partners
corporate ethics and compliance. The Business Ethics Committee met twice in
• Prohibition on excessive gifts and benefits
FY2008.
In our dealings with business partners, we will neither offer nor accept gifts or
Business Ethics Improvement Proposal Line
benefits beyond that normally considered appropriate.
Honda places high priority on open communications. It set up the Business Ethics
• Prohibition on improper exercise of positions and authorities
Improvement Proposal Line to receive suggestions related to corporate ethics. By
providing appropriate responses to suggestions, Honda is constantly working to We shall not exercise positions or authorities inappropriately to exact improper
enhance corporate ethics. The system is designed to ensure the protection of those benefits from business partners; nor will we give business partners improper
providing information, allowing them to remain anonymous. The Business Ethics benefits.
Committee supervises the operation of the Business Ethics Improvement Proposal
Relationships with Governmental Agencies
Line and submits status reports to the Board of Corporate Auditors.
As representatives of an independent corporation, we will keep our relationships with
government officials in a straightforward and sincere manner.
• Abiding laws and regulations for ethics
We will act in a manner that recognizes government officials’ ethics and what are
considered conflicts of interest under the relevant laws and regulations.
• Prohibition on excessive gifts and benefits
We will not offer government officials any gift or benefit exceeding the social
custom or socially accepted limits.
1 Source: http://world.honda.com/CSR/pdf/2008/e_csr08_all.pdf
²Source: http://world.honda.com/conductguideline/

41. Hewlett-Packard
HP FY07 Global Citizenship Report –Web Content1 Seeking guidance

Employees may use several mechanisms to raise ethical or values-based concerns.
Ethics and compliance
We encourage employees to follow HP’s Open Door Policy and talk first to their
manager or the next level of management if issues arise. Alternatively, employees can
Communication and training submit concerns to ethics and compliance experts or their regional or business ethics
Our ethics program emphasizes that every person at HP can be an ethical leader, and compliance liaisons.
regardless of title or job responsibilities. Every year, we provide SBC training to all HP’s Global Standards of Business Conduct team manages formal, confidential
employees, including new employees and those of newly acquired companies, and communication channels for employees and other stakeholders to report potential
this training is cited as good practice by the American Society for Training and violations of law, company policy or the SBC. Reporting can be anonymous, if
Development. In 2007, 96 percent of employees received SBC training, slightly more preferred.
than the 95 percent in 2006. We expanded ethics and compliance training across
individual businesses and regions, with specialized training in key areas such as Communication channels include:
privacy and data protection, public sector sales, global trade and procurement, conflict • Telephone: A confidential 24-hour phone line, called The GuideLine, is available
of interest, and the U.S. Foreign Corrupt Practices Act. globally. In the United States, contact +1 800 424 2965. International dialing
We introduced new elements to our ethics training program in 2007, including a instructions can be found on our business ethics website.
course on ethical leadership and specific training for new employees, and we • E-mail: Use an online form or write directly to corporate.compliance@hp.com.
developed a contingent worker code of conduct. We trained country managers
worldwide in conflicts of interest, the U.S. Foreign and Corrupt Practices Act, contra- • Postal mail: HP Global SBC Team PO Box 692015 Houston, TX 77269-2015
revenue marketing (such as discounts), procurement practices, and handling United States
confidential competitive information. Country managers are also issued an SBC
Reference Guide, which they can refer to if unsure of the best course of action on key
ethics and compliance topics. We have also introduced a quarterly ethics bulletin Within four business days, the person submitting a concern relating to the SBC will
containing real-life case studies for managers to use in discussions with their teams. receive a response that explains how their concern will be handled or informs them
that their concern is not covered by the SBC.
We include questions on ethics and compliance in our annual employee survey. In
2007, 93 percent of employees surveyed said they seek guidance from management, HP promptly investigates all allegations of SBC violations and takes appropriate
other HP resources or our Ethics and Compliance Office when unsure of the action.
appropriate legal or ethical action to take. And 90 percent
expressed they believe their manager is open, honest and ethical in their dealings on
behalf of HP.
1Source: http:// www.hp.com/hpinfo/globalcitizenship/gcreport/pdf/hp_fy07_gcr.pdf

Investigation teams may be local, regional or corporate, depending on the allegation. When concerns or questions come up, communicating at the local level, either peer-
The Global SBC team oversees all investigations, and teams may also include to-peer or with your manager, is often the best place to start. When it is not possible to
members from the human resources, legal, IT security, global security and internal raise or resolve an issue with your immediate manager, use the open door policy to
audit functions, depending on the expertise needed. In most cases, the investigation contact the next level of management, Human Resources, or the Ethics and
team shares its findings with the manager of the employee in question and agrees Compliance Office at: Corporate.Compliance@hp.com or by phone through the
upon the appropriate disciplinary action. The details and results of all investigations GuideLine at [AT&T access number] 800-424-2965 (for access outside the U.S. and
are confidential. Canada, see: www.business.att.com/bt/dial_guide.jsp). In the U.S. and Canada, dial
800-424-2965 (no access number is needed).
In 2007, 1,069 inquiries and allegations were received through the formal reporting
mechanisms managed by the Global SBC team or escalated through other We provide and accept gifts and entertainment only when appropriate
compliance reporting mechanisms (see pie chart). All items were reviewed and
• Provide and accept gifts, favors, and entertainment only if they are reasonable
addressed.
complements to business relationships.
As a result, we warned, demoted or terminated the contracts of employment of 531
• Exchange gifts and entertainment that foster goodwill in business relationships,
employees during the year.
but never provide or accept gifts, favors, or entertainment that may create undue
influence, or even the appearance of undue influence.
• Provide gifts, favors, and entertainment only if consistent with the policies of the
recipient’s employer as well as HP policies.
Our Standards of Business Conduct 1
• Do not provide gifts, favors, or entertainment to U.S. federal, state, or local
Using our Standards of Business Conduct government officials.
Our Standards of Business Conduct (SBC) is a resource for employees and all those • Receive advance approval from your business attorney or the global trade
who represent Hewlett-Packard Company. All employees and members of the Board attorney before providing gifts, favors, or entertainment to non-U.S. government
of Directors are required to act consistently with our SBC. officials.
Our SBC is based on HP Shared Values and Corporate Objectives, and represents • Do not solicit gifts, favors, or entertainment.
the highest level of guidance. There are additional rules and sp ecific policies that are
to be followed and enforced within HP. As the diagram illustrates, the additional • Report any gifts, favors, or entertainment you receive to your manager if they
information, including relevant corporate policies, may be found in links throughout the have more than nominal value.
document. There is also other guidance in the form of keys to success, red flags,
questions and answers, and scenarios.
Because HP is committed to getting things done the right way, violations of our SBC
or HP policies or rules may result in disciplinary action, up to and including termination
of employment.
1 Source: http://www.hp.com/hpinfo/globalcitizenship/csr/sbcbrochure.pdf

We do not bribe
• Do not offer or provide bribes or kickbacks to win business or to influence a
business decision — anywhere on anything.
• Use agents and distributors only after they have passed our due diligence
process to ensure that our commissions or fee arrangements will not be used as
bribes on our behalf.

42. Pemex
2007 Sustainable Development 1 Transparency

The general population associates Pemex with corruption and obscure deals. Thus,
Pledged policies and commitments
one of the Company’s core issues consists of improving the transparency and
accountability of the activities it performs.
Code of conduct
Pemex transparency policy is based on two major objectives: firstly, institutionalize
Pemex has a Code of Conduct that is based on the Federal Government’s concern to transparency on a Company-wide basis; and secondly, provide the general public with
fight and prevent corruption derived from illegal practices in public management within more and better information. The Company has implemented diverse actions across
its Program for Transparency and War on Corruption. its different business units to reach said objectives. However, there are still certain
The establishment and dissemination of the Code of Conduct allows Pemex to priority matters that are pending resolution. Pemex publishes a monthly report on its
promote and direct the actions performed by Pemex employees and employees, operating results, which includes the production of hydrocarbons and its derived
impelling the internal change that the industry needs in favor of efficient ethical public products, as well as the value and the volume of domestic sales and sales abroad,
servants, with a human touch. among others.
Read the Pemex code of conduct at: All of the Company’s financial information is public. The “Financial Results Report” is
http://www.pemex.com/index.cfm?action=content&sectionID=1&catID=9 published on a quarterly basis. The Company publishes its “Consolidated Financial
Statements” every year, with information concerning its financial results, which are
Transparency and oversight audited by independent auditors. In addition, Pemex publishes the following reports,
on an annual basis:
Policies to prevent and fight the war against corruption • Annual Report
Actions focused on fighting the war against corruption must take the following two • Statistical Yearbook
groups of actions into account: reactive actions that punish the responsible parties;
and proactive actions that are directed to eliminating the spaces in which acts of • Sustainable Development Report
corruption can develop, and permit the disclosure, transparency and accountability • Hydrocarbon Reserves
concerning the company’s activities. The Internal Control Bodies at Pemex and its
subsidiary entities are fundamentally responsible for the first of the aforesaid activities, • Operations Report
supported by the Secretary of the Public Function with firm backing by Petróleos • Statistical Operations Report
Mexicanos .
• Collective Bargaining Agreement (every two years)
In regard to the second group of actions, Pemex has implemented several actions to
increase and improve the information provided concerning its activities and ensure the
transparency of actions related to the company’s acquisitions and sales, as well as the
construction of public works and infrastructure projects.
1Source: http://desarrollosustentable.pemex.com/files/content/informes_do cs/informe07/english/ids07_english.pdf

Pemex has implemented different projects to ensure compliance with the Sarbanes- Pemex continues to face important challenges in terms of transparency and
Oxley Act. The Company’s documentation, the evaluation of the design and the tests accountability. The Company is subject to multiple regulations that complicate its
on the operational effectiveness of its internal controls in the processes that generate transactions (proceedings) and opens the door to corruption and obscure deals. This
financial information, will allow the Company to provide stronger levels of is the case, particularly in terms of public work contracts and acquisitions. Therefore,
transparency and reliability in the financial information that is published by Petróleos in addition to improving and providing greater access to its information, Petróleos
Mexicanos . Pemex has applied its institutional ICONO-F (Implementation of Financial- Mexicanos needs to be allowed to introduce best practices in terms of corporate
Operational Controls) project that is focused mainly on implementing the best governance, which in turn requires changes to the entity’s applicable legal and
practices in terms of automated internal controls. The “20-F” Form that is used to regulatory framework.
publish the Company’s relevant financial information for international markets is now
The war against corruption
translated into the Spanish language.
In addition to fulfilling the Transparency and Accountability Program of 2008, the
During 2007, the Company modified and approved the “Guidelines in terms of
company has implemented its own policies directed at fighting and eradicating
Donations and Grants made by Petróleos Mexicanos and its Subsidiary Entities”,
corruption in the Company. Such actions seek to, on the one hand, add more frequent
which prevent discretionality in awarding the resources, thus allowing for their
transparency processes against acts of corruption, and on the other hand, find, and
transparent designation. The grants and donations are submitted to rigorous auditing
punish those responsible for said acts.
and accountability processes.
Petróleos Mexicanos performs numerous infrastructure works, both for its own
Pemex has listed the donations and grants it gave throughout 2007, under the Social
activities, as well as for the communities where it conducts business. In order to
Development section on its official website. Said donations correspond to states,
accurately track the various construction works for this infrastructure, Pemex devised
municipalities and civil society organizations. As of 2008, the Company will
an electronic log that allows Pemex and the outsourced companies that carry out the
incorporate the application of the 2007 donations and grants that are sent by the
work, to have real time information regarding the construction. Because of its utility
recipients of the funds.
and design, Pemex donated the software to the Secretary of the Public Function for
Pemex is also making efforts to publish all of its invitations to bid on the website, to use in all Civil Services.
guarantee improved conditions for the participants to access sai d bids and receive
On another note, for the purpose of providing the population with more and improved
timely information concerning the successful bids. Moreover, social witnesses are
information regarding its activities, Pemex must post its bids and purchases on its
becoming evermore involved in the bids, particularly those that involve higher
website, in accordance with the Law on Public Sector Services, Leases, and
amounts. As of 2007, the Company generalized the use of the electronic log for
Acquisitions. This is how Pemex guarantees that all companies interested in providing
investments and the electronic witness concerning the bids.
its services for the company have equal opportunities and that the population has
In terms of accountability, the Board of Directors is putting together an Independent immediate information regarding the purchase and bidding results of various products
Audit Committee (CAI, acronym in Spanish), in line with the best practices of and services Pemex acquires.
corporate governance. Said committee helps increase the accountability and
There are corruption practices in Petróleos Mexicanos. These occur within the
transparency levels of the Company’s decisions.
Company and in conspiracy with people from other companies and contractors.

Pemex requires support from the federal authorities, both from the executive and
judicial powers to fight and eradicate corruption, and the direc t participation of state
and municipal authorities.
Transparency obligations portal, the opportunity to know
Pemex continued to apply the Petróleos Mexicanos Program for Transparency and
the War Against Corruption during 2007, that is aimed at:
• Preventing irregular conduct and reinforcing ethical values among its workers.
• Reinstate credibility and internal and external confidence in the organization, by
adding transparency and accountability to its operations.
• Developing, implementing, and disseminating continuous improvement and
control mechanisms; and
• Increase the institution’s efficiency, effectiveness, and profitability, innovation,
and competitiveness levels.
Pemex has implemented the Petróleos Mexicanos Directive Commission on

Transparency and Fight Against Corruption to plan and track the actions established
in the Institutional Program, and the application of the agreements entered into by the
Inter-secretarial Commission on Transparency and War Against Corruption.
Fines and sanctions for non-compliance
In 2007, there were no monetary or non-monetary penalties imposed due to
discrimination, corruption, non-compliance with the laws or regulations regarding
accounting fraud, violations of international agreements or treaties, market
communications, product or labeling information regarding safety and health
regulations, or in the confidential management of Pemex clients. In the same manner,
no incidents of violations involving rights of indigenous people were presented.

43. Société Générale
2007 FOCUS on Corporate Social Responsibility 1 Group (RCOG). He supervises all compliance structures and procedures with the help
of a Group Compliance Committee (CCG) which he chairs and which meets every
COMPLIANCE month. This pyramid structure is reproduced in each division, business line or major
• 570 (full-time equivalent) compliance officers. subsidiary under the supervision of named compliance managers (RCOs). The RCOs
for the different divisions sit on the CCG, alongside the heads of the operational
• 257,000 hours of training in compliance and in anti-money laundering, corruption departments concerned, and report in functional terms to the head of Group
and the financing of terrorist activities in 2007. compliance.
• Consolidation of dedicated IT applications (transaction filter resources, insider list The RCOs are responsible for the identification and prevention of non-compliance
management, market abuse monitoring…). risks, the validation of new products, the analysis and reporting of any anomalies as
• Group wide application of the Code of Conduct continued. well as the implementation of corrective action, staff training and the development of a
Group wide culture of compliance.
• Implementation of the obligations resulting from the transposition MiFID
(European Markets in Financial Instruments Directive). The key role of compliance
• Reinforcement of the organisation for compliance Compliance has always been one of the bank's core values. It is not just the
responsibility of the Group's dedicated compliance officers, but concerns its entire
staff, in all areas of activity. The Compliance Department was first set up in 1997, with
the exclusive task of monitoring market activities. However, its scope of intervention
has since been extended to cover risks to the company's image and reputation in all
The current compliance structure² banking activities. Accordingly, the Group now has a compliance and best practices
Subsequent to the amendment of regulation No. 97-02 of the French Banking and charter that meets the highest sector standards. Moreover, they even go beyond the
Financial Regulations Committee (CRBF) by decree in March 2005, the Group's strict application of today's legal and regulatory provisions, particularly as there are
internal control structures were modified in January 2006, with a distinction made those countries in which said provisions fall shy of Société Générale's ethical
between permanent and periodic control structures. Periodic and permanent controls standards.
are coordinated by a Co-Chief Executive Officer who is assisted by an Internal Control Within the banking sector, compliance can be summed up in a few simple principles
Coordination Committee which meets every quarter. such as:
Independent compliance structures have also been set up within the Group’s different • only working with customers or counterparties that are well known;
businesses around the world in order to identify and prevent any risks of non-
compliance. • the ability to assess the economic legitimacy of a transaction;
The Corporate Secretary of Société Générale Group is the head of compliance for the • the ability to justify an adopted stance under any circumstances.
1 Source: http://www.socgen.com/rse/Data/pdf/Focus_2007.pdf
²Source: http://www.socgen.com/csr/sustainable_development/compliance.html

Accordingly, the Group: Compliance IT tools

• undertakes not to enter into relations with individuals or businesses whose Various IT tools have been developed with the aim of ensuring compliance with
activities fall outside of the law or are contrary to the principles of responsible current regulations (e.g. combating terrorism and money laundering) and the detection
banking; of abuses wherever possible. Examples of such applications include:
• refuses to perform any client or counterparty transactions where it is unable to • tools used to filter customer files and international transactions in order to detect
assess their economic reality or where a lack of transparency suggests that said those persons with a suspected involvement in terrorist activities.
transactions do not comply with applicable compliance and accounting principles,
• behavioral analysis tools to facilitate the detection of suspicious transactions in
and more importantly, could constitute attempted money laundering or
the bank’s retail and private banking activities.
involvement in the financing of terrorism;
• an alert management and check surveillance tool.
• provides information which is accurate and clear and in no way misleading on the
products and services it proposes and to ensure that the latter conform to client • a tool for managing lists of insiders.
expectations.
• a tool for helping to detect market abuses (price manipulation and insider trading)
• has established a “right to alert” (whistle blowing) which can be exercised by any which will be deployed and expanded to include operations outside France.
employees who believe they have good reason to think that an instruction
received, a transaction under review or, in general, a given situation is not in
compliance with the rules that govern the conduct of the Group’s activities.
• has defined strict internal rules to prevent the setting up of operations in a country Code of Conduct 1
considered by the OECD as “having harmful tax practices” or by FATF as “having
an inadequate anti-money laundering system ”. However, the Group does not rule Our guiding principles
out a presence in these countries where there is an efficient banking and financial
activity that meets the economic needs of local or international customers and Respect of laws and regulations
where the Group’s anti-money laundering standards are applied, even when
these are stricter than the standards applied under local legislation. The Group Wherever they operate, the Group and its employees are expected to comply with the
has a policy of applying the specific provisions of the French General Tax Code relevant laws and regulations as well as with the relevant international conventions
relating to countries with privileged taxation – a much broader concept than that and commitments that are in force or to which the Group has adhered.
applied by the OECD. It therefore spontaneously submits a tax return in France Group employees are expected to safeguard the assets of the Group and to refrain
for the revenues of entities located in these countries where these entities come from misusing for personal purposes any property or services that are made available
under the scope of application defined by the law (article 238A of the French to them. The internal rules of the various entities of the Group define the maximum
General Tax Code). value of gifts that can be accepted from a client or partner.
1 Source: http://www.socgen.com/csr/Data/pdf/Code_conduite.pdf

Any act of bribery is prohibited. Any gift offered to clients or to their representatives
must remain within stated limits and must comply with common practice or with the
rules set by the entities of the Group. The same applies to gifts to people who hold
positions of public authority or work as civil servants or equivalent.
Respect of the individual and of the environment
Political neutrality
The Société Générale Group maintains political neutrality and refrains from backing
any political organisations or activity with gifts or subsidies, even if such action is
authorized in the local jurisdiction. It respects the commitments of those of its
employees who, as citizens, wish to play an active part in public affairs: however
employees are expected not to involve the Group or any of its subsidiaries in their
public activities or responsibilities.
Soci été Générale and its markets
Fight against money laundering and the financing of terrorism

The Société Générale Group, in cooperation with the relevant authorities, plays an
active part in the fight against money laundering and the financing of terrorism. To that
end, the Group has developed rules that it applies throughout the world, even where
they are more stringent than local laws and regulations. The Gro up’s employees are
expected to be constantly vigilant, and to respect the procedures concerning the
identification and knowledge of clients and instructing parties, as well as those
concerning the verification of transactions.

44. McKesson
Corporate Citizenship Report 2007 1 our customers, suppliers, shareholders and others. This requires that we conduct our
business in accordance with all applicable laws and regulations as well as with the
Corporate Governance and Ethics highest standards of business ethics.
McKesson's Code of Business Conduct and Ethics (the "Code") helps each of us in
EthicsLine this endeavour by providing a statement of the fundamental principles and key policies
Speaking up about misconduct is an important part of McKesson’s dedication to and procedures that govern the conduct of our business. The Code applies to all
ethical behavior. To make it easier for employees to voice their concerns about McKesson personnel, which includes every McKesson officer, director and employee.
suspected illegal, unethical or unsafe conduct, McKesson has established the Our business depends on the reputation of the Company and its employees for
McKesson EthicsLine, which is a toll-free number, available 24 hours a day, 7 days a integrity and principled business conduct. Thus, in many instances, the policies
week. referenced in this Code go beyond the requirements of the law.
When an employee calls the EthicsLine, 1-888-475-4358, a trained third-party The Code is created to provide each of us with the guidance to make appropriate
communication specialist will ask a series of questions to better understand the decisions when we are faced with ethical issues or policy-based questions. Elements
situation. A report is prepared and forwarded to McKesson’s Law Department for of the Code include training in ethical concepts, legal compliance and defined
review and appropriate action. channels of communication.
Callers may remain anonymous if they choose to do so. Any employee who chooses The Code is a statement of policies for individual and business conduct and does not,
to reveal his or her identity and makes a good faith complaint is protected by the in any way, constitute an employment contract or an assurance of continued
company’s Code of Business Conduct and Ethics from retaliation for making such a employment. As employees of McKesson, we are employed at-will except when we
complaint. are covered by an express, written employment agreement. This means that you may
choose to resign your employment at any time, for any reason or for no reason at all.
Similarly, the Company may choose to terminate your employment at any time, for
any legal reason or for no reason at all.
Code of Business Conduct and Ethics²
RESPONSIBILITY TO OUR ORGANIZATION
PUTTING THE CODE OF BUSINESS CONDUCT AND ETHICS TO WORK
Entertainment, Gifts and Gratuities
About the Code of Business Conduct and Ethics When you are involved in making business decisions on behalf of the Company, your
We at McKesson Corporation ("McKesson" or the "Company") are committed to the decisions should always be based on uncompromised objectivity of judgment.
highest standards of business conduct in our relationships with each other and with Employees interacting with any person who has business dealings with the Company
(including suppliers, customers, competitors, contractors and consultants) must
1 Source:http://www.mckesson.com/static_files/McKesson.com/Common_Documents/citizenship_reportmck.final.pdf
²Source: http:// www.mckesson.com/static_files/McKesson.com/CorpCommunity/mckesson_code_of_conduct.pdf

conduct such activities in the best interest of McKesson, using consistent and What is acceptable in the commercial business environment may be entirely
unbiased standards. Company employees may not accept any gifts, entertainment or unacceptable in dealings with the government. There are strict laws that govern
gratuities that could influence or be perceived to influence our sourcing, purchasing providing gifts, including meals, entertainment, transportation and lodging, to
and other decisions, or be in a position to derive any direct or indirect benefit or government officials and employees. You are prohibited from providing gifts or
interest from a party having business dealings with the Company. anything of value to government officials or employees or members of their families in
connection with Company business without prior written approval from the General
Receipt of Gifts and Entertainment
Counsel or another member of the Law Department. For more inform ation, see the
You may not accept any gifts, entertainment or gratuities that could influence or be section of this Code regarding Interacting with Government.
perceived to influence your business decisions on behalf of the Company, or be in a
Giving or receiving any payment or gift in the nature of a bribe or kickback is
position to derive any direct or indirect benefit or interest from a party having business
absolutely prohibited.
dealings with the Company. You may never request or ask for gifts, entertainment or
any other business courtesies from people doing business with the Company. If you encounter an actual or potential conflict of interest, face a situation where
Unsolicited gifts and business courtesies, including meals and entertainment, are declining the acceptance of a gift may jeopardize a Company relationship, are
permissible if they are customary and commonly accepted business courtesies; not requested to pay a bribe or provide a kickback, or encounter a suspected violation of
excessive in value; and given and accepted without an express or implied this policy, you must report the situation to the Law Department immediately.
understanding that you are in any way obligated by your acceptan ce of the gift.
FAIR DEALING
You must never accept gifts of cash or cash equivalents (including gift certificates,
securities, below-market loans, etc.) in any amount. Any such gifts must be returned
Gathering Information About McKesson's Competitors
promptly to the donor.
It is entirely proper for us to gather information about our marketplace, including
Offering Gifts and Entertainment
information about our competitors and their products and services. However, there are
When you are providing a gift, entertainment or other accommodation in connection limits to the ways that information should be acquired and used, especially information
with Company business, you should do so in a manner that is in good taste and about competitors. In gathering competitive information, you should abide by the
without excessive expense. Business meals and entertainment should be infrequent following guidelines:
and consistent with accepted business practice, and should be for the sole purpose of
• We may gather information about our competitors from sources such as
furthering a business relationship. You should not furnish or offer to furnish any gift
published articles, advertisements, brochures, other non-proprietary materials,
that is of more than nominal value or that goes beyond the commo n courtesies
surveys by consultants and conversations with our customers, as long as those
associated with accepted business practices.
conversations are not likely to suggest that we are attempting to (a) conspire with
Our suppliers and customers likely have gift and entertainment policies of their own. our competitors, using the customer as a messenger, or (b) gather information in
You should be careful never to provide a gift or entertainment that violates the other breach of a customer's nondisclosure agreement with a competitor or through
company's gift and entertainment policy. other wrongful means. You should be able to identify the source of any
information about competitors.

• We must never attempt to acquire a competitor's trade secrets or other The FCPA does allow for certain permissible payments to foreign officials.
proprietary information through unlawful means, such as theft, spying, bribery or Specifically, the law permits "facilitating" payments, which are payments of small value
breach of a competitor's nondisclosure agreement. to effect routine government actions such as obtaining permits, licenses, visas, mail,
utilities hook-ups and the like. However, determining what is a permissible "facilitating"
• If there is any indication that information that you obtain was not lawfully received
payment involves difficult legal judgments.
by the party in possession, you should refuse to accept it. If you receive any
competitive information anonymously or that is marked confidential, you should Therefore, employees must obtain permission from the Law Department before
not review it and should contact the Law Department immediately. making any payment or gift thought to be exempt from the FCPA.
IMPLEMENTATION OF THE CODE

The improper gathering or use of competitive information could subject you and the
Company to criminal and civil liability. When in doubt as to whether a source of Reporting Violations
information is proper, you should promptly contact the Law Depar tment.
If you know of or suspect a violation of applicable laws or regulations, the Code, or the
INTERACTING WITH GOVERNMENT Company's related policies, you must immediately report that information to your
supervisor, the Law Department or the McKesson Ethics Line, discussed below. It is
the Company's policy that no one will be subject to retaliation because of a good faith
Bribery of Foreign Officials
report of suspected misconduct.
Company policy, the U.S. Foreign Corrupt Practices Act (the "FCP A"), and the laws of
The McKesson Ethics Line
many other countries prohibit McKesson and its officers, employe es and agents from
giving or offering to give money or anything of value to a foreign official, a foreign The McKesson Ethicsline is a 24-hour hotline, which you can use to report violations
political party, a party official or a candidate for political office in order to influence of the Company's policies or other possible illegal or unethical activity. You may report
official acts or decisions of that person or entity, to obtain or retain business, or to suspected violations to the EthicsLine anonymously; however, doing so could make
secure any improper advantage. A foreign official is an officer or employee of a your report more difficult to investigate and less likely to address all of your concerns,
government or any department, agency, or instrumentality thereof, or of certain Providing your name and contact information will allow the Company to contact you if
international agencies, such as the World Bank or the United Nations, or any person necessary during any investigation. Whether you provide your name or not, the
acting in an official capacity on behalf of one of those entities. Officials of government- identity of any employee who makes a good faith report or inquiry will be protected
owned corporations are considered to be foreign officials. within the constraints of legal requirements. McKesson will not tolerate retaliation
against any employee who calls the Ethics Line with an ethical or legal concern.
Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to
give "anything of value." Over the years, many non-cash items have been the basis of The McKesson EthicsLine can be reached from the United States at 1-888-475-4358.
bribery prosecutions, including travel expenses, golf outings, automobiles, and loans
Investigations of Suspected Violations
with favourable interest rates or repayment terms. Indirect payments made through
agents, contractors, or other third parties are also prohibited. Employees may not All reported violations will be promptly investigated and treated confidentially to the
avoid liability by "turning a blind eye" when circumstances indi cate a potential violation greatest extent possible. It is imperative that reporting persons not conduct their own
of the FCPA. preliminary investigations.

Investigations of alleged violations may involve complex legal issues, and acting on
your own may compromise the integrity of an investigation and adversely affect both
you and the Company.
Discipline for Violations
This Code will be enforced at all levels, fairly and without prejudice.
The Company intends to use every reasonable effort to prevent the occurrence of
conduct not in compliance with its Code and to halt any such conduct that may occur
as soon as reasonably possible after its discovery. Company personnel who violate
this Code and other Company policies and procedures may be subject to disciplinary
actions, up to and including discharge.

45. HBOS
Corporate Responsibility 2007 Report1
Key Performance Indicators
WWDB Principle - Society

We will observe the laws and regulations of all countries in which we operate, not just
in the letter but in the spirit. We will not countenance bribery, corruption or the
concealment of conflicts of interest.
Risk and regulation
Anti-money laundering (AML)

We observe high standards of customer identification and verification, in line with Joint
Money Laundering Steering Group guidance. Our Group AML policy is updated
annually to reflect developments in legislation and guidance. We have recently been
heavily engaged in the consultation process for the Draft Money Laundering
Regulations 2007.
Whistleblowing
We have a policy and a helpline to support colleagues who are concerned about
possible unacceptable behaviour or practices at work. By raising concerns, colleagues
can help HBOS to protect its reputation and deal with inappropriate behaviours. In
addition to the Whistleblowing Policy, colleagues are advised to refer to our Grievance
and Harassment policies to ensure they report any concerns in the most appropriate
way. All cases are treated seriously and sensitively and appropriate follow-up action is
taken.
1 Source: http://www.hbosplc.com/community/HBOS%202007%20Corporate%20Responsibility%20Report.pdf

46. International Business Machines
2007-2008 Corporate Responsibility Report 1 Business Conduct Guidelines2
Corporate Governance Introduction

Because rapid changes in our industry constantly present new ethical and legal
Business Conduct Guidelines issues, no set of guidelines should be considered the absolute last word under all
circumstances. If you have any questions about interpreting or applying these
Our Business Conduct Guidelines define the standards of business conduct, ethics
Guidelines--or about guidelines and procedures published by IBM or its operating
and integrity for all of our directors, executive officers and employees worldwide.
units, subsidiaries or specific functions, such as the Public Sector Guidelines--it is
These guidelines address more than just compliance with the law and general your responsibility to consult your manager or IBM counsel. A violation of any IBM
standards of ethics. They also guide our actions to ensure that our relationships with guidelines can result in disciplinary action, including dismissal.
clients, investors, colleagues and communities are built on trust. As such, they are a
tangible example of our values and an expression of the responsibility of every You and your job in IBM
employee to uphold them. For this reason, IBM employees globally are asked to
certify to the Business Conduct Guidelines. Communications channels
In addition, we provide an online Business Conduct Guidelines course that more than If you know of an unlawful or unethical situation, you should immediately tell IBM
325,000 employees have successfully completed each year for the past two years. whatever you know or have heard about it; you can do so in one of several ways.
Contacting your manager is the best place to start, but you can also contact IBM
As we grow in emerging markets and develop new products and services, however,
counsel, use the "Confidentially Speaking" program which lets you raise your concern
our compliance risk profile also changes.
anonymously, if you choose, or "Open Door" to higher management. IBM will promptly
Our employees must have the confidence to report concerns about legal violations or review your report of unlawful or unethical conduct, and IBM will not tolerate threats or
practices that are contrary to our Business Conduct Guidelines — without fear of acts of retaliation against you for making that report.
retaliation. They must also know that appropriate remedial action will be taken as a
result of such violations. Conducting IBM's business
Prompt corrective action and discipline by IBM are critical. For this reason, during Acquiring and using information
2007 IBM launched an enhanced Web-based “Concerns and Appeals” program
through which employees can raise their concerns at any time. This includes: Acquiring and using information about others
• CONFIDENTIA LLY SPEAKING: A channel for employees to communicate In the normal course of business, it is not unusual to acquire information about many
concerns when they believe the Business Conduct Guidelines have been other organizations, including competitors. Doing so is a normal business activity and
violated. This online program is the latest evolution of IBM’s 45-year-old Speak is not unethical in itself. In fact, IBM quite properly gathers this kind of information for
Up program. such purposes as extending credit and evaluating suppliers. The company also
collects information on competitors from a variety of legitimate sources to evaluate the
• OPEN DOOR : A channel for employees to request reviews of management
actions that have personally affected them, such as pay or discrimination. 1 Source: http://www.ibm.com/ibm/responsibility/ibm_crr_downloads/pdf/full_0708_ibm_crr.pdf
2Source: http://www.ibm.com/investor/pdf/BCG2009.pdf

relative merits of its own products, services, and marketing methods. This activity is Business amenities
proper and necessary in a competitive system.
With management approval, you may give or accept customary business amenities,
There are, however, limits to the ways that information should be acquired and used, such as meals and entertainment, provided the expenses involved are kept at a
especially information about competitors. No company should use improper means to reasonable level and are not prohibited by law or known client, business partner, or
acquire a competitor's trade secrets or other confidential information. Illegal practices supplier business practice. For example, suppliers, including IBM, frequently find it
such as trespassing, burglary, wiretapping, bribery and stealing are obviously wrong; appropriate to provide education and executive briefings for their clients. It is all right
so is attempting to acquire a competitor's confidential information by hiring the to provide or accept some services in connection with this type of activity, such as
competitor's employees. Improper solicitation or receipt of confidential data from a transportation in IBM's or a supplier's airplane, and food and lodging, if you have
competitor's employees or from IBM clients is wrong. IBM will no t tolerate any form of management approval.
questionable intelligence-gathering.
Receiving gifts
Information about other companies should be treated with sensitivity and discretion.
Neither you nor any member of your family may solicit or accept from a client,
Such information is often about individuals. Other companies are rightly concerned
Business Partner, or supplier money or a gift that could influence or could reasonably
about their reputations and the privacy of their people.
give the appearance of influencing IBM's business relationship with that organization.
When working with information about other companies and individuals, you should However, unless IBM has specified to the contrary, you may accept promotional
use that information in the proper context and make it available only to other IBM premiums and discounts offered by transportation companies, hotels, auto rental
employees with a legitimate need to know. In presenting such information, you should agencies and restaurants if they are based upon membership in bonus programs for
disclose the identity of the organization or individuals only if necessary. If specific, individuals and are offered to travelers generally. Furthermore, you may accept a gift
identifying information is not necessary, you should present the information in the of nominal value, such as an advertising novelty, when it is customarily offered to
aggregate or by some other means. others having a similar relationship with the client, Business Partner, or supplier. If you
have any doubts about a particular situation, you should consult your manager.
Bribes , gifts and entertainment
If you are offered a gift which has more than nominal value or which is not customarily
Gifts offered by employees of different companies vary widely. They can range from
offered to others, or money, or if either arrives at your home or office, tell your
widely distributed advertising novelties of nominal value, which you may give or
manager immediately. Appropriate arrangements will be made to return or dispose of
accept, to bribes, which you unquestionably may not give or accept.
what has been received, and the supplier or client will be reminded of IBM's gift policy.
Gifts include not only material goods, but also services, promotional premiums and
Referral fees
discounts.
When authorized by IBM, you may refer clients to third party vendors such as IBM
The following are IBM's general guidelines on giving and receiving gifts and business
authorized remarketers, IBM authorized assistants, third party software organizations
amenities. Under these guidelines, senior executive management may also approve
or financing institutions. However, IBM employees may not accept any fee,
giving or receiving higher value gifts and business amenities provided the gifts and
commission, or other compensation for this activity from anyone except IBM.
business amenities are not prohibited by law or known client, Business Partner, or
supplier business practice.

Giving gifts In countries where local customs call for giving gifts to clients or others on special
occasions, you may, with prior approval from management and IBM counsel, present
You may not give money or any gift to an executive, official or employee of any client,
gifts that are lawful, appropriate, and of nominal value, provided the action cannot be
Business Partner, supplier or any other organization if doing so would influence or
seen as seeking special favor.
could reasonably give the appearance of influencing the organization's relationship
with IBM. You may, however, provide a gift of nominal value, such as an IBM Furthermore, certain legal or ethical restrictions may exist with respect to the hiring by
advertising novelty, if it is not prohibited by law or the organization's known business IBM of current or former employees of the government or their family members. You
practices. should consult with IBM management and IBM counsel before any attempts, even
preliminary discussions, are made to hire any such persons.
Relationships with government employees
Acceptable practices in the commercial business environment, such as providing
education, transportation, meals, entertainment or other things of value, may be
entirely unacceptable, and may even violate certain federal, state, local or foreign laws
and regulations, when we are dealing with government employees or those who act
on the government's behalf. Therefore, you must be aware of, and adhere to, the
relevant laws and regulations governing relations between government employees
and clients, Business Partners, and suppliers in every country where you conduct
business. You should contact IBM Governmental Programs or IBM counsel for
guidance.
You must not give money or a gift to an official or an employee of a governmental
entity if doing so could be reasonably construed as having any connection with IBM's
business relationship. U.S. and foreign laws often prohibit such actions: for example,
the Foreign Corrupt Practices Act (FCPA), a U.S. law, makes it a crime to pay money
or to give anything of value to a foreign official to assist the company or another to
obtain or retain business with the government, whether the improper payment or gift is
made directly by a company or indirectly through someone acting for the company.
Any proposed payment or gift to a foreign official, political party or candidate must
have prior review by local IBM counsel, even if such payment is common in that
country. Keep in mind that foreign officials, under the FCPA, can include executives
and employees of government-owned corporations, universities, and other entities.
Always ask if you have some doubt regarding government ownership.

48. Hitachi
Corporate Social Responsibility Report 2008 1 The Corporate Ethics and Compliance Handbook 2
Compliance and Risk Management Relations with Society
Compliance Framework Relations with Politics and Government Administration

The Hitachi Group operates on the principles of “conformance with the law and (1) We will establish sound relations with politics and government administration
business ethics ” and “fair and disciplined competition.” In February 2002, Hitachi, Ltd.
We recognize the respective roles of politics, government administration, and
established the Compliance Division, reporting directly to the president, which carries
private-sector enterprises, and we will establish sound and proper relations with
out compliance education and audits of the business activities of Hitachi, Ltd. and
politics and government administration. In particular, we will observe the ethical
other Group companies.
regulations concerning public servants.
Expanding the Whistleblower System
(2) We will not engage in any bribery to public servants whatsoever
In April 2003, Hitachi instituted a “companywide whistleblower system” with the aim of
We will not engage in any bribery to public servants (including foreign public
preventing illegal or unethical behavior, promptly addressing infractions, and
servants and parties legally regarded as public servants) to gain or uphold
enhancing the ability to selfgovern. In response to the enactment of the Whistleblower
commercial transactions or unfair profits, or engage in any similar activities to
Protection Law, we extended the system in October 2004 to include all present and
propose, promise or provide unfair profit. We will also refrain from any conduct
former Group employees, employees of suppliers, and temporary staff. We also
that might be construed as constituting bribery or similar activities.
adopted a system in December 2003 for employees to report any problems straight to
the directors, and in May 2004, we revised the system to accept anonymous reports. (3) We will not engage in any activities that impair the fairness of public tenders
Compliance Education We will not engage in any acts which impair the fairness of public tenders
implemented by the national government or public bodies such as extracting
information regarding the design price or projected price, or colluding with other
Raising Compliance Awareness
bidders to help a particular party win the tender.
To have a stronger CSR focus and to account for recent changes in the law, Hitachi,
(4) We will make donations and join outside associations fairly and appropriately
Ltd. has completely revised the Business Ethics Handbook that all employees—
including temporary staff— relied on as a code of conduct and reissued it as the We will observe the concerned laws and follow internal company procedures
Corporate Ethics and Compliance Handbook. Specifically, we expanded the sections when making political contributions, and donations to state and regional public
on human rights, information disclosure, and contributions to local societies, and bodies and other organizations, and when joining outside associations.
made other subjects easier to understand. In fiscal 2008, we will use this revised
handbook for training and education programs and will have all Group companies
strive for heightened ethical awareness and a renewed commitment to total
compliance.
1 Source: http://www.hitachi.com/csr/csr_images/csr2008e.pdf
2 Source: http://www.hitachi.com /csr/csr_images/handbook_en.pdf

Observance of Laws and Respect of the Culture and Customs of Each Nation (4) We will respond cautiously to offers of business entertainment
and Region
We will respond cautiously to offers of business entertainment from suppliers and
(1) We will observe the laws and respect the culture and customs of each nation and other parties, and report all such offers to our superiors for consultation in
region advance. We will decline on the spot any offers of extravagant or high-priced
entertainment that transcend the bounds of conventional wisdom.
In our overseas business activities, we will respect the culture and customs of
each nation and region, and pursue open and honest conduct in accordance with Complete Observance of Rules and Implementation of Self-Audits
the concerned governing laws in each nation and region. We will also contribute
(1) We will completely observe all concerned laws and regulations at our workplaces
to economic, social and environmental progress for the sustainable development
of each nation and region. We will strive to always provide our employees with information on the concerned
laws and internal company regulations required for the conduct of business.
(2) We will not engage in or be involved with any improper commercial transactions
Every concerned section will implement employee education regarding the
overseas
concerned laws and regulations. We will revise internal company regulations and
Overseas we will not engage in any bribery or otherwise propose, promise or inform employees when concerned laws or regulations are revised, and when the
provide unfair profit to public servants to gain or uphold commercial transactions company advances into new businesses, or new countries or regions.
or unfair profits. We will exercise due caution to avert any relations with organized
(2) We will always observe laws and regulations and act fairly under any conditions
crime, and observe the laws governing money laundering (the laundering of illicit
funds gained from criminal activities, etc.). We will always observe laws and regulations under any conditions and act fairly
in accordance with the Standards of Corporate Conduct and this Handbook. We
Regarding Gifts, Business Entertainment, Etc.
will not violate any laws, even when so requested by customers.
(1) We will not demand gifts
(3) We will immediately submit reports whenever we suspect a possibility that laws or
We will not ask suppliers, customers or other parties to make gifts of money or regulations are being violated
goods to employees or their families.
We will immediately report to or consult with our superiors or the concerned
(2) We will not present gifts sections whenever we think we might be violating laws or internal company
regulations, and devise the necessary corrective actions. Similarly, we will
We will not present gifts of money or goods to suppliers, customers, the
immediately report to or consult with our superiors or the concerned sections
employees of other companies, or other parties, which has or might be viewed as
whenever we suspect that the actions of others may not be in accordance with
having a direct influence on trading relations with our company.
laws or internal company regulations.
(3) We will conduct business entertainment within the range of common practice
(4) We will act with good common sense
We will remain within the range of common practice and avoid extravagance
We will always note that rules change with the times, and act with good common
when entertaining customers and other parties.

sense under the principle of “Basics and Ethics.”

(5) We will take strict measures whenever laws or regulations are violated
We will take strict measures whenever employees act in violation of concerned
laws or regulations, including disciplinary dismissal, in light of the reprimand
provisions of the Employment Regulations.
(6) We will implement self-audits
We will emphasize the self-audit function to confirm that internal company
procedures are being properly executed in accordance with the concerned laws
and internal company regulations, and implement self-audits on a periodic basis.

49. Valero Energy
CODE OF BUSINESS CONDUCT AND ETHICS1 fishing or other entertainment excursions, you are expected to use the following
guidelines in your decision-making.
Introduction
• meals and other events should always serve a valid business purpose, such as
This Code of Business Conduct and Ethics covers a wide range of business practices project planning, status meetings, recognizing a significant joint business
and procedures to guide the employees and directors of Valero Energy Corporation achievement, etc.,
and its subsidiaries (“Valero” or the “Company”) to conduct that is fair, ethical, honest
and lawful. Employees and directors should not only follow the principles stated in this • the event to which you are invited should not be, and should not appear to be,
Code, but should also seek to avoid even the appearance of improper behavior. extravagant or excessive,
Employees should never do – or be asked to do – anything in the course of their • excessive consumption of alcohol and visiting establishments that are in poor
duties that would violate the law, this Code or other Company policy. This Code taste are prohibited,
represents one component of the Company’s business ethics program. Additional
principles and guidelines are stated in Valero’s comprehensive set of policies and • employees should never request gifts, entertainment, trips or meals from
procedures that are published on Valero’s intranet site. vendors,
You should report promptly any known or suspected misconduct or unethical behavior • acceptance of gifts from vendors is not encouraged, but is acceptable if the gifts
through the channels described in Article XII of this Code. Those who violate the are not excessive in value,
standards in this Code will be subject to disciplinary action, up to and including • all trips and excursions (including hunting, fishing, and golfing trips) must be
termination of employment. An important part of this Code are the “steps to approved before being accepted.
compliance” stated in Article XIII; they are intended to foster ethical conduct in
situations that may not be specifically addressed by this Code.
Note to employees based outside the United States: Certain sections of this Code Payments to Government Personnel
may conflict with the local laws and regulations of your country. Consult your local 1. The Company’s relationships with government agencies, officials and personnel
legal counsel for advice if you perceive a conflict. shall be conducted in such a manner that complete public disclosure would not
Relationships with Vendors and Contractors embarrass or damage Valero’s business reputation. Employees shall comply with
all laws, rules and regulations concerning contributions to government agencies,
The purpose of business entertainment and gifts in a commercial setting is to create officials and personnel. Specifically, the U.S. government has a number of laws
goodwill and sound working relationships, not to gain unfair advantage with and regulations regarding business gratuities which may be accepted by U.S.
customers. Whenever you are working collaboratively with vendors, contractors and government personnel. The promise, offer or delivery to an official or employee of
other third-parties, it is important to follow sound business practices to avoid putting the U.S. government of a gift, favor or other gratuity in violation of these rules
yourself in a position in which you feel like you owe a vendor. If you or persons who would not only violate Company policy but could also be a criminal offense.
report to you are invited to take part in dinner or lunch functions, or golfing, hunting,
2. The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly
or indirectly, to officials of foreign governments or foreign political
1 Source: http://www.valero.com/NR/rdonlyres/67FCC27E-E79D-4FC4-894C-B5848066B105/0/CodeofBusinessConductandEthics.pdf

candidates in order to obtain or retain business or receive favorable treatment

from foreign countries. Accordingly, it is strictly prohibited for Valero employees or
agents to make illegal payments or bribes on behalf of Valero to government
officials of any country.
Reporting Illegal or Unethical Behavior
1. All persons subject to this Code are encouraged to preserve Valero’s highest
standards for business ethics and integrity. Report all theft, fraud, bribery,
environmental crime, violations of this Code, violations of Company policy and
any other business misconduct to your supervisor, your human resources
representative, or through Valero’s business abuse hotline, “The Network” (a
confidential hotline reporting number). The Network is available toll-free, 24 hours
a day, 7 days a week at 1-800-241-5689. Callers to The Network may remain
anonymous if preferred.
2. Employees are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and about the best course
of action to take when a particular situation is unclear or poses a risk of
misconduct. Retaliation for reports of misconduct made in good faith is prohibited.

50. Nissan Motor
Sustainability Report 2008 1 Creating a Culture of Corporate Ethics

To create a corporate environment capable of rectifying its own problems, Nissan
makes use of the Easy Voice System, an internal reporting mechanism allowing
employees to submit opinions, questions or requests to the company. This system,
Promoting Nissan’s Code of Conduct which offers full protection to any persons offering information in accordance with
As part of its activities to boost compliance awareness throughout its organization, Japan’s Whistleblower Protection Act of April 2006, has been put in place in all Nissan
Nissan has set up groups and placed officers in charge of promoting compliance Group companies in Japan.
policy in each of the regions where it does business. We place special emphasis on
education to ensure that all employees internalize the Code of Conduct and make fair,
transparent judgments in the course of their duties.
To ensure full understanding of the code in Japan, all employees, from executives on
down, are expected to take a course in the content of the Japanese version of the
Nissan Code of Conduct—“Our Promises,” which was drawn up in 2004—via e-
learning or video, and to sign an agreement to abide by it. During fiscal 2007, in
response to legal amendments we revised the code and carried out retraining of all
employees to further boost compliance within the company.
In North America, regular education programs are held for all employees to promote
compliance, and in Europe we have drawn up a set of universal guidelines for all
countries in the region. Guidelines taking into account the conditions of different
countries have also been drafted for the General Overseas Markets, where we are
also undertaking compliance-related training. All group-affiliated companies have
introduced their own codes based on the Nissan Code of Conduct.
We have also created sets of internal regulations covering the global prevention of
insider trading and the management of personal information. Through these
documents and a variety of educational and training programs, Nissan seeks to
heighten awareness of compliance throughout its global organization.
1Source: http://www.nissan-global.com/EN/DOCUMENT/PDF/SR/2008/SR2008_E_all.pdf

52. E.ON
Sustainability Report 2007 1 Code of Conduct 2
1 Source: http://www.eon.com/en/downloads/E.ON_CR_US.pdf
2 Source: http://www.eon.com/en/downloads/Code_of_Conduct.pdf





Marketplace 1
Business Ethics
Corruption
We strive to operate our business in a way that avoids any and all corruption and
bribery. As part of our membership in the Global Compact, we ple dge to combat all
forms of corruption worldwide. As a result, fighting corruption is embedded in our CR
strategy.
It is important to us that our employees know our Code of Conduct and comply with its
rules. Beginning in 2007, our Code of Conduct is included in orientation events for
new employees and in training modules conducted by E.ON Academy, our corporate
university. For 2008, we’ve developed a special eLearning tool to help make our
employees even more aware of their responsibilities under our Co de of Conduct.
The vast majority of fraud cases recorded in our company in 2007 were discovered by
internal checks, confirming the effectiveness of our monitoring systems. These cases
were not serious in their financial damage, but all involved were dealt with severely.
The whistleblower hotline represents another tool in the fight against corruption and
bribery, with all cases reported being followed up.
1 Source: http://www.eon.com/en/unternehmen/21397.jsp

53. Verizon Communications
2007 Verizon Corporate Responsibility Report 1 • Ethics and governance

• Service and innovation
Message from the Chairman and CEO
• Empowering employees
Making Corporate Responsibility Work
• Promoting community growth
Corporate responsibility starts with a belief that what you do is important to society. • Protecting the environment, and
This belief is at the heart of our company. Over the course of its more than 125-year
history, the communications industry has played a unique and positive role in driving • Partnering with communities.
our economy and creating the bonds that connect our customers to people, ideas and
opportunities.
We have a disciplined process for managing corporate responsibility. In 2007, we
Our people believe passionately that what we do—what they do—makes a difference reorganized our Corporate Responsibility Council to better align with the core
for customers and our society as a whole. competencies of our business. It is chaired by two senior officers—Tom Tauke,
This social dimension is built into our very mission as a network company, in the executive vice president – Public Affairs, Policy and Communications and Dan Mead,
fullest sense of the term. You see it reflected in our business purpose and values, president of Verizon Services Operations—and includes leaders from all operating
which inform and animate our interactions with millions of customers, partners and units as well as our Foundation and corporate responsibility staffs. Under their
stakeholders. (See “The Verizon Commitment and Values” on page 6.) To reinforce leadership, the council establishes benchmarks and goals, assigns and enforces
this value-driven culture among our 235,000 employees, we have a disciplined accountability and measures and tracks results.
compliance process involving extensive training in the Verizon Code of Conduct, and This results-oriented process keeps us focused on “materiality.”
we are extending this process throughout our increasingly global supply chain.
In 2007, we made big strides in areas of critical importance to our business, from risk
The six corporate responsibility priorities you will read about in this report represent assessment to global supply-chain management to strategic philanthropy, and we are
our view of where our actions will have the greatest impact on society. In managing a constantly honing our ability to use the intelligence we gain from these initiatives to
company the size of Verizon—which touches hundreds of issues, thousands of make ourselves a smarter, better business.
communities and millions of customers every day—we are always conscious of the
concept of “materiality”; that is, how can we use our enormous technical, financial and You will see this focus on performance reflected in a new section of this report, which
intellectual resources to accomplish something equally significant? lays out what we said, what we did and what we will do next in each of our six priority
areas. (See pages 8-11.)
In 2007, we addressed these priorities with distinctive programs that used our unique
resources to achieve visible results in the following categories: The biggest compliment that a CEO can pay to the corporate responsibility function is
to demand that it produce results—and at Verizon, it does.
1Source: http://70.32.120.177/images/vz_uploads/verizon_cr_report_2007.pd f

Your Code of Conduct 1 If the answer to any of these questions is “yes” or even “maybe,” you have identified a
potential issue that you must report.
Introduction
Our Expectations and Values Where to Report
Failure to comply with any provision of this Code or company policy is a serious You are Accountable
violation, and may result in disciplinary action, up to and including termination, as well
as civil or criminal charges. These consequences may apply not only to employees Any Verizon employee may submit an anonymous or confidential complaint or inquiry,
who violate the Code, but also to those who condone misconduct, fail to report or take by calling the VZ Ethics and EEO GuideLine or on-line at www.verizonguideline.com.
reasonable measures to prevent, detect and address misconduct, or seek to retaliate Illegal, Dishonest or Harmful Acts
against those who in good faith report potential misconduct.
Illegal, dishonest or harmful acts must be reported to Security. Acts of hostility or
Speak Up violence should be reported immediately to local law enforcement or a 911 operator
and then followed up with a call to Security.
Do the Right Thing Because it ’s the Right Thing to Do
Discrimination or Harassment
At Verizon, everyone should feel comfortable to speak his or her mind, particularly If you believe you are a victim or a witness of discrimination or harassment, you must
with respect to ethical concerns. You must report suspected and actual violations of report it to your supervisor or Human Resources Business Partner, or make a
this Code and company policy. Verizon will investigate reported instances of confidential complaint to the VZ Ethics and EEO GuideLine. You may also address
questionable or unethical behavior. the suspected discrimination or harassment directly with the person engaging in such
In deciding whether a violation of the Code has occurred or is a bout to occur, you conduct if you are comfortable doing so and you believe the conduct is unintentional.
should first ask yourself: Accounting, Internal Accounting Controls or Auditing Complaints
• Would I feel uncomfortable describing this conduct at a staff meeting? To my You must report any concerns or questions you have about the accuracy or integrity of
family? To the media? Verizon’s financial statements, reporting, accounting, internal accounting controls or
• Will this conduct hurt Verizon in the long run? Will it cause Verizon to lose auditing matters to the VZ Ethics and EEO GuideLine or Internal Audit at
credibility with its customers, business providers or investors? AccountingComplaints@verizon.com.
• Will this conduct hurt other people such as other employees, investors or Confidential Reporting and No Retaliation
customers? Reports and complaints will be kept confidential to the extent permitted by law and by
• Will this conduct subject me, my co-workers or the company to legal fines or the company’s need to properly investigate the situation.
criminal charges? Verizon prohibits retaliation against employees who, in good faith, submit or
participate in the investigation of any complaints. If you believe you or others are the
1 Source: https://www22.verizon.com/about/careers/pdfs/CodeOfConduct.pdf

subject of retaliation for reporting suspected misconduct or participating in an follow all applicable laws and company rules and procedures. Failure to follow these
investigation, you must report the matter to the VZ Ethics and EEO GuideLine or the provisions can harm Verizon’s reputation or result in fines or criminal penalties.
Legal Department.
Gift and Entertainment Defined
Cooperate with Investigations
A “gift” is anything of value, including promotional trinkets, food, beverages, tickets to
You must cooperate completely in any investigation relating to Verizon, and must be cultural or sporting events, that you or someone in your family or household — or a
truthful at all times. You may never interfere with or obstruct an investigation person with whom you have a close personal relationship — either give or receive.
conducted by the company or any government agency. In addition, you may never
Entertainment includes meals and cultural and sporting events that you attend with a
disclose or discuss an investigation with unauthorized persons.
customer or business provider. If you do not attend the event with the customer or
business provider, the tickets to such an event are not entertainment, but rather, “gifts”
Maintaining Integrity and Fairness in the Marketplace
which are subject to the gift restrictions in this Code.
Selecting and Maintaining Relationships with Business Providers Verizon’s restrictions on gifts and entertainment apply equally to gifts and
entertainment purchased completely or partially with your own money.
You must use care and good judgment in selecting and maintaining relationships with
all of Verizon’s business providers. Employees who participate in the selection of any When Are Gifts Appropriate
business provider must:
To be appropriate, a gift (whether it is given or received) must be:
• Use a selection process that is fair, does not improperly discriminate, and
• Unsolicited;
complies with all company policies and procedures;
• Not cash or usable as cash (for example, a gift certificate is not acceptable, with
• Ensure business providers are apprised of their obligation to abide by Verizon’s
the exception of certain Verizon marketing promotions that have been specifically
standards of business conduct;
approved in advance by the Legal Department and are otherwise consistent with
• Put all agreements in writing and consult with Corporate Sourcing, or the Legal Verizon policies);
Department if warranted, before executing them;
• Of moderate value (that is, no more than $100 in face value in a calendar year to
• When the business provider or project is located outside the U.S., consult the or from the same organization) unless approved in advance by a vice president
Legal Department to discuss additional legal and regulatory requirements that level or above supervisor.
may apply.
When Is Entertainment Appropriate

Gifts and Entertainment
To be appropriate, entertainment must be:
Verizon competes on the merit of its products and services, and not through gifts,
• Unsolicited;
entertainment, or other business courtesies. Although the exchange of gifts and
entertainment can promote successful working relationships and good will, you must • Offered or accepted in the normal course of business;

• Attended by both a Verizon employee and a business provider’s employee and state or other jurisdiction. All Verizon employees who, on Verizon’s behalf, interact
be an occasion where business is discussed; with government officials are responsible for complying with applicable laws and
regulations.
• Not unduly lavish (e.g., charging more than would be reasonable or customary for
a business dinner or lunch); Special Rules for Foreign Officials
• At a venue and conducted in a manner that does not violate other provisions of The Foreign Corrupt Practices Act and other countries’ laws restrict the exchange of
this Code or harm the company’s reputation (e.g., an event at an adult gifts and entertainment with foreign officials. Before offering meals, gifts, gratuities,
entertainment venue is not acceptable). entertainment or anything of value to any foreign government personnel, official,
political party or party official or candidate, you must consult in advance with the Legal
Department to make sure that you are in compliance with applicable U.S. and foreign
Regardless of value, the appearance of influence must always be considered when laws and Verizon standards.
accepting any business courtesy, such as a gift or entertainment. For any type of
Returning Gifts
business courtesy, you may never use your own money or resources to do something
that is prohibited with Verizon’s resources. If a gift exceeds the standards set forth in this Code, you should return the gift with an
explanation that company standards do not permit you to accept such gifts. If
In addition, when you offer gifts or provide entertainment to others consistent with this
returning a perishable item is not feasible, it should be anonymously donated to
Code, you must also ensure that these courtesies are properly reflected on Verizon’s
charity or accepted on behalf of Verizon and shared among all employees in the
books and records.
office. If shared, the gift’s value per person should not exceed the $100 calendar year
Prohibited Exchanges limit.
Even if the gift or entertainment meets the above standards, you must not exchange it If you receive a gift in a foreign country that falls outside of the Verizon standards and
if: you are unable to return it, you must contact the VZ Ethics and EEO GuideLine for
appropriate documentation, safeguarding and disposition of the gift.
(a) it is intended to influence another person’s business judgment;
Gifts Outside the Workplace
(b) it might create the appearance of undue influence, unfairness or impropriety; or
Employees who are personal friends of customers or business providers might wish to
(c) you are participating in, conducting, or directly supervising a formal
exchange gifts outside of the workplace for appropriate events (such as a wedding or
procurementprocess (such as a request for bids) on Verizon's behalf.
baby shower). These exchanges should be infrequent, disconnected from any work
activities and disclosed to a supervisor beforehand to ensure that they do not
improperly influence or appear to influence business decisions.
Special Rules for Government Officials
Bribes, Kickbacks, Gratuities and Loans
It is important to remember that special rules apply to domestic government officials.
Laws, rules and regulations concerning appropriate gifts and entertainment for It is never appropriate to offer or receive bribes, kickbacks or gratuities, which can
government employees are complex and can vary depending on gover nment branch, subject you to criminal or civil penalties. You should politely decline all gratuities (e.g.,

bottle of wine, tips offered by customers) and immediately notify Security about any
bribe or kickback offered to you. If you are unsure if a payment or gift is a bribe,
kickback or gratuity, you should seek guidance from the Legal De partment.
It is never appropriate to offer or accept personal loans or guarantees (e.g.,
preferences or discounts not offered widely) to or from customers, business providers,
or competitors of Verizon.
International Relationships
We must abide by the laws, rules and regulations of countries where we do business.
We are committed to following not only U.S. laws that deal with foreign business
transactions (such as the Foreign Corrupt Practices Act), but also with the laws of the
host countries in which we operate.
Because cultural differences and local customs or laws may raise issues, prior to
engaging in any international business, you should review this section and discuss
these issues with your supervisor and the Legal Department.
Payments in Foreign Countries or to Foreign Officials
Payments we make in the course of doing business internationally must reflect the
value of the services actually provided, be directed to proper business purposes,
made to legitimate business service providers and meet the requi rements of the laws
of the U.S. and of other countries where we do business.

54. Nippon Telegraph & Telephone
CSR Report 2008 1

Building and implementing compliance structure
The NTT Group drew up its Corporate Ethics Charter to remind all of its personnel of
their responsibilities as members of a communications group providing society with
essential services.
NTT Group Corporate Ethics Charter
Based on a core belief that it is imperative to conduct business in compliance with
laws and the highest ethical standards in order to promote sound corporate activities,
NTT drew up the NTT Group Corporate Ethics Charter in November 2002.
The Charter, which applies to all officers and employees of the NTT Group, lays out
the basic principles of corporate ethics and provides specific guidelines for ethical
behaviour. The stipulations in the Charter are intended to remind everyone of their
duty as members of a communications group to prevent dishonesty, misconduct, and
the disclosure of corporate secrets, refrain from exchanging excessive favors with
customers and suppliers, and ensure that they conduct themselves according to the
highest ethical standards in both private and public activities.
Ethics education and awareness surveys
To ensure the effectiveness of the Corporate Ethics Charter, NTT Group companies
provide their employees with education in corporate ethics and CSR, and conduct
surveys to monitor employee awareness.
Help Line
To prevent dishonesty and misconduct, each company has in place a system for
employees to report and consult on ethical issues. We have also established a group-
wide Corporate Ethics Help Line to enable employees to go outside their company for
help if required.
In line with Japan’s Whistleblower Protection Act (effective as of April 2006) and other
laws, the NTT Group also accepts reports from companies outside the group that do
business with the NTT Group.
1 Source: http://www.ntt.co.jp/csr_e/2008report/download/pdf/all.pdf

55. Deutsche Post
Sustainability Report 2008 1 Our Code of Conduct
Sourcing Sustainability As part of our work to integrate our Corporate Values into our culture and to be clear
with our employees about the standards of behavior we expect, we launched a
In 2007 we started a global program to systematically review our major purchasing binding Code of Conduct in 2006. It contains clear guidelines and rules for everyone
categories and to negotiate new contracts for “greener” alternatives. We have already working in all of our regions and business units. We have communicated it to all
evaluated our uniform suppliers using environmental criteria. This has resulted in the business units in sixteen languages so far (its content is available on the “About
Öko-Tex Standard 100 ecological criteria being used in the manufacture of our Us/Values” section of our corporate website). In parallel to the launch of our Code of
uniforms. Next, we will work with our IT suppliers, for example by assessing the Conduct, we established a Global Values Office with the purpose of managing the roll-
energy efficiency of IT hardware. out of the Code and ongoing compliance management.
Building on our new Code of Conduct, we have developed a new Supplier Code of A Clearing Committee and an Integrity Board were established in 2006 to support the
Conduct as a sustainability framework for cooperation and engagement with our Global Values Office. The Clearing Committee provides expertise from functions such
suppliers. Our Supplier Code of Conduct will help us encourage suppliers to adhere to as human resources, legal services and internal audit to review compliance cases that
ethical and environmental standards covering: are particularly serious. It meets a minimum of every two months. The Integrity Board
• Laws and ethical standards (child labor, forced labor, compensation and working is made up of the Board Member for Personnel, two former members of the Corporate
hours, discrimination) Board, the Global Values Officer, as well as an outside adviser. It meets four times a
year to advise on matters of concern and on the further development of our
• Health and safety compliance systems.
• Business continuity planning Employees can report serious incidents relating to accounting and financial
• Improper payments/bribery irregularities via the dedicated hotline and web-based reporting service that we
launched in the summer of 2006. Complementing this is our network of twelve
• Environment regional Values Officers who coordinate and respond to employee questions about
• Dialogue with business partners. our Code of Conduct. In 2007, our Global Values Office, working closely with the
business units involved, investigated reports and brought them to conclusion.
Its rollout is underway and will be supported by an e-learning program for procurement
staff and with face-to-face seminars. The Supplier Code of Conduct will form part of
new procurement contracts and existing long-term framework agreements.
1 Source: http://www.dpwn.de/sustainabilityreport/2008/servicepages/downloads/files/download.php?file=entire_dp_csr08.pdf

Code of Conduct 1 stated in their regional policies and solely where such actions are not prohibited by
law, area directors or regional CEOs can approve "Facilitating Payments" provided
Our Ethical Commitment these are limited to the payment of small cash sums or the provision of small gifts,
when customary and necessary to secure or expedite the performance of routine
Money Laundering action. Any payment must be recorded and appear accurately on the company's
books and records.
Deutsche Post World Net complies strictly with laws and regulations designed to
combat money laundering activity. This includes those rules and regulations requiring Data Protection
reporting of currency transactions with blocked persons. Our employees shall not disclose information that is not known to the general public
for personal gain or the benefit of anyone other than the company. Such information
Our Business Integrity
includes technical data, financial data, operating data, customer information,
memoranda or other information regarding the company's business and operational
Bribery and Corruption activities and future plans. Employees will adhere to relevant laws and company
We trust that the excellence of our services is the key to our business success. regulations with respect to personal data, which require employees to protect personal
Therefore we will deal with all our customers, suppliers and government agencies in a data of legal (where legally on par) and individual natural persons, including
straightforward manner and in compliance with international anti-bribery standards as employees, shareholders and customers.
stated in the Global Compact and local anti-corruption and bribery laws. This includes
any transaction that might appear to be arranged for granting concessions or benefits.
Gifts and Benefits
UN Global Compact Communication on Progress (COP) 2008²
Employees should not solicit services, gifts, or benefits from customers or suppliers
that influence or appear to influence the employee's conduct in representing the GC Principle 10: Anti-Corruption
company. Gifts and entertainment may be exchanged at a level that does not exceed
Businesses should work against corruption in all its forms, including extortion and
customary local courtesies extended in accordance with ethical business practices
bribery.
and applicable law. In case of doubt, employees should consult with their supervisor
or the HR department. We are committed to compliance with international anti-bribery standards as stated in
the Global Compact and local anti-corruption and bribery laws.
"Facilitating Payments"
Code of Conduct
Deutsche Post World Net does not generally allow "Facilitating Payments", even
where they might be legally permitted. Where there is no specific legislated prohibition We trust that the excellence of our services is the key to our business success.
on such payments, but the same are a local business practice, Deutsche Post World Therefore we will deal with all our customers, suppliers and government agencies in a
Net companies will nonetheless do the utmost to avoid making such payments, which
are at all times strongly discouraged. Exceptionally, under clearly specified conditions
1 Source: http://www.dpwn.de/dpwn?tab=1&skin=hi&check=yes&lang=de_EN&xmlFile=2007549
²Source: http://csr.dpwn.bericht.geber.at/sustainabilityreport/2008/servicepages/downloads/files/un_global_impact_dp_csr08.pdf

straightforward manner and in compliance with international anti-bribery standards as

stated in the Global Compact and local anti-corruption and bribery laws. This includes
any transaction that might appear to be arranged for granting concessions or benefits.
Supplier Code of Conduct
Our Supplier Code of Conduct says, in particular, that the supplier may not offer
services, gifts or benefits to DPWN employees in order to influence employee conduct
in representing DPWN.
Global Values Office
In parallel to the launch of our Code of Conduct, we established a Global Values
Office with the purpose of managing the roll-out of the Code and ongoing compliance
management. Employees can report serious incidents relating to accounting and
financial irregularities via the dedicated hotline and Web-based reporting service that
we launched in the summer of 2006. A Clearing Committee and an Integrity Board
were established in 2006 to support the Global Values Office.
It is completed by our network of 12 regional Values Officers. Values Officers
coordinate and respond to employees ’ questions about our Code of Conduct. In 2007,
our Global Values Office, working closely with the business units involved,
investigated reports and brought them to conclusion.

56. Metro
Business Principles for Employees of METRO AG1 Compliance

Offering and Granting Benefits
METRO Group Compliance Program
The activities of the METRO Group are subject to manifold laws, regulations and self-
imposed standards of conduct. In 2007 METRO Group has created a group-wide
standardized Compliance Program which combines and complements the existing
measures to ensure compliance with these rules.
The goal of the Compliance Program is to support all METRO Group employees in
complying with relevant laws, regulations and standards of conduct. For this purpose,
clearly defined measures were established. Their implementation is organized and
coordinated by the Compliance Officers of the METRO Group.
Essential components of the Compliance Program are the eight Business Principles of
the METRO Group:
• Avoiding and Handling Conflicts of Interest
Soliciting and Accepting Benefits • Offering and Granting Benefits
• Soliciting and Accepting Benefits
• Appropriate Handling of Corporate Information
• Compliance with Antitrust Law
• Diversity, Equal Opportunity and Tolerance – Non-Discrimination
• Respect for Fair Terms and Conditions of Employment
• Compliance with Applicable Laws and Company Guidelines
A document explaining the eight Business Principles in a generally understandable

way illustrated by practical examples is made available to the employees in a printed
version and electronically on the intranet. Additionally the employees are trained on
compliance with the Business Principles.
1 Source: http://logging.mgi.de/ObjectTracking/www.metrogroup.de/servlet/PB/show/1150520/Unternehmen-Compliance-Geschaeftsgrundsaetze-en.pdf

The Compliance Organization, which was established in the course of the

implementation of the Compliance Program, checks the Business Principles and other
aspects of our operations for possible weak points. Based on this analyses specific
measures and new processes are created that help avoiding misconduct resulting
from ignorance or carelessness.
The employees are informed about the standards of conduct, laws and regulations
relevant for their work area. The Compliance Organization also provides necessary
support for complying with the resulting obligations by offering special trainings and
counsel as well as self-assessment tools on the intranet where necessary.
If employees find themselves in unclear situations they can contact their respective
manager or the helpline. This helpline has two functions: employees can seek advice
if they have questions concerning the Business Principles of the METRO Group and
they can also report wrongful conduct within the business. Callers can stay
anonymous if they wish to.

57. Nestlé
Code of Business Conduct1 When assessing the situation in light of the above, employees shall consult the policy
applicable in their Market. If no such policy is available, they shall apply the most
Bribery and corruption restrictive local practice in order to avoid even the appearance of improper dealings.
We condemn any form of bribery and corruption. When in doubt, the employee shall seek guidance from his or her Line Manager or the
Legal or Compliance Function.
Employees must never, directly or through intermediaries, offer or promise any
personal or improper financial or other advantage in order to obtain or retain a No employee shall offer to or accept from any third party gifts taking the form of any of
business or other advantage from a third party, whether public or private. Nor must the following, whatever the value involved:
they accept any such advantage in return for any preferential treatment of a third • money
party.
• loans
Moreover, employees must refrain from any activity or behaviour that could give rise
to the appearance or suspicion of such conduct or the attempt thereof. • kickbacks
Employees should be aware that the offering or giving of improper benefits in order to • similar monetary advantages.
influence the decision of the recipient, even if he or she is not a government official,
may not only entail disciplinary sanctions but also result in criminal charges. Improper
benefits may consist of anything of value for the recipient, including employment or Failure to comply
consultancy contracts for closely related parties. We will consult the Code, comply with its provisions and seek guidance where
Employees must be aware that election laws in many jurisdictions generally prohibit needed.
political contributions by corporations to political parties or candidates. Nestl é has It is each employee’s responsibility to ensure full compliance with all provisions of this
adopted a policy not to make such contributions except for the parent company in its Code and to seek guidance where necessary from their Line Manager, or from the HR
country of origin. Any such contributions and any deviations from such policy must be or the Legal or Compliance Function. To “do the right thing” and to ensure the highest
approved by the CEO and the Chairman. standards of integrity is each employee’s personal responsibility that cannot be
Gift, meals, entertainment delegated.
We compete and do business based only on quality and competence. When in doubt, employees should always be guided by the basic principles stated in
the introduction to this Code.
Employees shall not be influenced by receiving favours nor shall they try to improperly
influence others by providing favours. Employees may only offer or accept reasonable Any failure to comply with this Code may result in disciplinary action, including the
meals and symbolic gifts which are appropriate under the possibility of dismissal and, if warranted, legal proceedings or criminal sanctions.
circumstances, and they shall not accept or offer gifts, meals, or entertainment if such
behaviour could create the impression of improperly influencing the respective
business relationship.
1 Source: http://www.nestle.com/Resource.axd?Id=91079B30-575B-4DCA-A3F6-566FD5C67683

Reporting illegal or non-compliant conduct

We take responsibility for ensuring that we all act with integrity in all situations.
Employees shall report any practices or actions believed to be inappropriate under
this Code or even illegal to their Line Managers or the appropriate members of the HR
or the Legal or Compliance function. If it is appropriate, in view of the nature of the
reported matter, reports of violations may be made directly to higher levels including
the Group ’s Chief Executive Officer and/or Chief Compliance Officer.

58. Santander Central Hispano Group
07 Sustainability Report1 The organisation for prevention is a pyramid-shaped structure involving the whole of
Grupo Santander. At the top of it is the Analysis and Resolution Committee which
Corporate Governance defines the policies and general objectives. The Central Department for the
Prevention of Money-laundering is responsible for implementing, coordinating and
MAXIMUM TRANSPARENCY globally supervising the system. Below it is staff responsible for prevention systems in
their respective sphere (business areas, units, branches and accounts). This central
Transparency is a key factor for Santander in generating confidence and security in organisation is replicated in all countries. The prevention system at Grupo Santander
the markets. The full information provided through various channels and publications throughout the world is subject to the policies, control and direct supervision of the
is the best example of our transparency. parent Bank in Spain.
The Bank was the first in Spain to provide, as long ago as 2002, the remuneration of The prevention organisation covers 232 units in 40 countries. In 2007, 413 Group
directors, including executive directors. employees were involved in fighting money-laundering and the financing of terrorism,
In 2007, Santander made available to the market for the first time the Report on the two-thirds of them full time.
Remuneration Policy of Directors. The Group’s policies are set out in Corporate Manuals, approved by the Board of
Banco Santander’s corporate governance model is recognised by institutions; this is Directors of Banco Santander (universal, private and correspondent banking). These
confirmed by its continued presence in the FTSE4Good and DJSI indices since 2003 internal regulations were last updated in December 2007. They regulate all aspects
and 2000, respectively. In the latter, Santander holds noteworthy positions in the related to the prevention of money-laundering and the financing of terrorism and are
criteria of Corporate Governance (74%), Codes of implemented in all the Group’s units.
Conduct/Compliance/Corruption&Bribery (75%) and Anti-Crime Policy/Measures The website (www.santander.com) contains the Group’s policies and procedures for
(94%), which compare very favourably with the main international banks. the prevention of money-laundering.
ANTI-MONEY LAUNDERING Grupo Santander’s model is based on “Customer Acceptance Policies” which
Grupo Santander, aware of the importance for advanced societies of fighting money- establish rigorous filters, such as a ban on operating with certain people or risk
laundering and the financing of terrorism, is keeping its commitment to co-operate with sectors and, in other cases, a strict regime of authorisation. The business areas with
governments and authorities in all countries where it operates. It is strengthening its the highest risk have specific and much more demanding regulations. Forms have to
policies and procedures at the global level and applying them in all its units and be filled out which give information on the identification, activities, origin of the capital,
subsidiaries, in line with the strictest guidelines and mandates of the Financial Action references, among others.
Task Force (FATF), the Basle Banking Supervision Committee, the EU Directive on In order to control and analyse risk transactions, Grupo Santander has installed a
Money-Laundering and the US Patriot Act. The prevention of money laundering is a mixed model in all its units, which covers all transactions and involves everyone in the
very important part of Grupo Santander's culture. In this sphere, we are one of the Group. The model, unique in banks of our size, combines decentralised software in
groups in the vanguard of the financial system, which in some countries distinguishes business areas with centralised applications in money-laundering prevention
us from our competitors. departments. BlanCa II, the corporate tool of centralised control, enables us to
1 Source: http://santander.com/csgs/StaticBS?blobcol=urldata&blobheader =application%2Fpdf&blobkey=id&blobtable=MungoBlobs&blobwhere=
1205443735862&cachecontrol=immediate&ssbinary=true&maxage=3600

increase the scope of reviews by incorporating the profiles of each customer, whose All units have procedures for communicating suspicious transactions to the
breaches are analysed on a centralised basis. This complements the decentralised authorities, ensuring throughout the circuit the strictest confidentiality. The Group
analysis by each business unit and allows an operation susceptible of being linked to opened and investigated 26,694 cases in 2007 on customers and transactions which
money-laundering or the financing of terrorism to be analysed and identified, as well showed signs of links to criminal activities, of which 6,923 were reported to the
as monitored. authorities of the respective countries.
These tools cover not only the transactions of the branch network, but also those in Santander is a founder member of the Wolfsberg Group
the securities markets, correspondent and direct banking. (www.wolfsbergprinciples.com) along with 11 other large international banks. The
Group’s objective is to establish international standards that increase the
One of the obligations in the regulations of all countries is to train employees in
effectiveness of programmes to fight money-laundering and the financing of terrorism.
techniques that enable them to detect and prevent potential money-laundering
transactions. All our Group’s units receive training and all the staff within them. The Various initiatives have been developed on the prevention of money-laundering in
teaching material is of a corporate nature and training is given by experts. Specialised private and correspondent banking and the financing of terrorism, among others. All
training actions have also been developed for certain areas, such as private and regulators in the world and experts in this area believe that the principles and
correspondent banking. guidelines set by this Group are a major reference in the fight against money-
laundering, corruption, terrorism and other serious dangers. At the beginning of 2007,
In 2007, 79,948 employees received training in all the different levels of prevention of
the Group published together with Transparency International and the Basel Institute
money-laundering (awareness, strengthening and updating and specialisation), 8,019
on Governance a Declaration Against Corruption.
of them in Spain and 71,839 in other countries.
Grupo Santander’s prevention system is under constant review. The Central
Department for the Prevention of Money-laundering, whose main function is to
implement policies and procedures globally, also directly supervises activities.
General Code of Conduct1
During 2007 it reviewed 147 units, 26 of them in Spain and the rest abroad, and
issued reports on the steps to be taken to improve or strengthen systems. Gifts, commissions or financial facilities
Over and above this, the Internal Audit Division has regular review programmes in • Accepting any type of income or commission for operations carried out by the
branches and throughout the organisation responsible for money-laundering Group is prohibited, as well as taking, in any other way, advantage of one’s
prevention. This work was very thorough during 2007. position to one’s own benefit.
Lastly, many units undergo regular reviews by external auditors. Deloitte conducted in • No person Subject to the Code may accept gifts, invitations, favours or any other
2007 a full review of the parent Bank’s global system for the prevention of money- type of compensation linked to his/her professional activity within the Group and
laundering and in the rest of the units in Spain. Deloitte said in its report that the which originate from customers, suppliers, intermediaries, counterparts or any
review showed no aspect worthy of mention that affected the effectiveness of the other third party. Not included in this limitation are the following:
prevention model.
Source: http://santander.com/csgs/StaticBS?blobcol=urldata&blobheader=application%2Fpdf&blobkey=id&blobtable=MungoBlobs&blobwhere=
1195356218865&cachecontrol=immediate&ssbinary=true&maxage=3600

(i) Propaganda items of little value.

(ii) Normal invitations not exceeding limits considered reasonable according to
social practice.
(iii) Occasional courtesies for specific and exceptional reasons (such as
Christmas or wedding presents) provided they are not in the form
of cash and are within reasonable limits.
Any invitation, gift or courtesy which owing to its frequency, characteristics or
circumstances could be interpreted by an objective observer as given with the
intention of affecting impartial criterion, shall be rejected and notified to Compliance
Management. Even if such circumstances are not present, any gift, invitation or
courtesy the value of which exceeds 150 euros, must have the prior authorisation of
the Area Manager of the person for whom it is intended.
• No person Subject to the Code, either by directly or through an intermediary, may
borrow money or receive any other type of financial facility from customers,
suppliers, intermediaries, counterparts or any other third party, with the exception
of that obtained from relatives.
Non-compliance
Failure to comply with the General Code may lead to sanctions under employment
regulations, notwithstanding any administrative or criminal sanctions which may also
apply.

59. Statoil Hydro
Sustainable development 2007 1 • Ensuring transparency, combating corruption, and respecting human rights and
labour standards. We pursue openness and fight corruption by publishing our
Social responsibility revenues and investments as well as the taxes we pay. We respect human rights
and labour standards by ensuring that these are well protected both in our
What are the challenges? corporate policies and procedures and in our operations.
We will also grow in countries where governance and development issues may • Generating positive spin-offs from our core activities to help meet the aspirations
present additional challenges for us as an energy company. In some countries, of the societies in which we operate. Our policy is to create local content
resource wealth combined with weak public institutions has led to poor political, wherever we have an active presence. We are proactive in recruiting locally,
democratic and welfare outcomes. At the same time, newfound wealth often creates promoting and developing local sourcing, and supporting the build-up of skills in
demands for rapid improvements in living standards as host-country populations the local community and among our suppliers and contractors in order to create
expect to share in the benefits. Skilful management of diverse social and political lasting capacity.
contexts will be required to succeed in such environments.
With oil prices at record levels and increasing competition over reserves, expectations What have we achieved?
that international oil companies will help host countries to meet many of these
challenges are rising. Access to resources is becoming conditional on directly We progressed in all these areas during 2007. The merger has put performing with
addressing the growing development needs and aspirations of such nations. Local integrity and social responsibility high up on our internationalisation agenda, and the
content is increasingly demanded, and is becoming a source of competitive advantage process of integrating our two former companies reinforced our capacity to deliver on
in gaining access to new opportunities. these objectives.
What do we do about the challenges? In collaboration with our partners, we developed a framework for measuring the
impact of our operations and improving dialogue with host countries and other
We have a fundamental responsibility to work with host countries in helping to stakeholders. We also improved our due diligence procedures to screen investments
manage these challenges in a way which reduces risks and maximises value creation and suppliers for possible violations of integrity and human rights. And a human rights
both for the host countries and for our shareholders. This is not only an ethical risk assessment tool has been piloted in five countries in which we operate.
imperative but also necessary to ensure long-term profitability and successful
execution in complex environments. We are therefore committed to contributing to Compulsory ethics and anti-corruption training was also introduced, and we invested
sustainable development on the basis of our core activities in the countries in which in local training and recruitment as well as supplier development in key countries,
we work through various means. including Algeria, Brazil, Russia and Venezuela. Finally, we continued to work with
partners and to collaborate in multi-stakeholder initiatives on advancing joint
• Making decisions based on how they affect our interests and those of the standards and approaches in the industry and the business community.
societies around us. We identify needs, expectations, development opportunities
and mitigating actions based on thoroughgoing processes of stakeholder
dialogue and risk and impact assessments.
1 Source: http://f655ea48-0a79-4422-8e9b-31597de39d3a.statcamp.net/logging/conversion.ashx?id=70bfef46-da8e-4ac8-a27b-a6e7c88b6b8f&currency=
NOK&revenue=0&1663=&target=http://www.statoilhydro.com/en/EnvironmentSociety/Sustainability/Downloads/Paper%20report.pdf

Ethics Code of Conduct 1 bribery or corruptive acts by third parties. StatoilHydro has therefore implemented
particular measures to mitigate such risks and will in all contractual relations commit
Code of business practice third parties to adhere to the same rules and procedures as apply to StatoilHydro in
relation to bribery and corruption.
Combating corruption
Public officials
Corruption includes bribery and trading in influence. Corruption undermines legitimate A “public official” means any officer or employee of a government, or any department,
business activities, distorts competition, ruins reputations and exposes companies and agency and includes a government owned or government-controlled state enterprise,
individuals to risk. StatoilHydro is against all forms of corruption and will make active any person acting in an official capacity for or on behalf of a government or
efforts to ensure that it does not occur in the Group’s business activities. government entity or of a public international organization, any political party or party
Bribery exists when an attempt is made to influence someone in the conduct of their official, or any candidate for political office. Public officials include not only elected
duties, through the provision of an improper advantage. Trading in influence exists officials, but also consultants who hold government positions, employees of
when an improper advantage is provided to someone in order to in fluence the companies owned by a government and political party officials.
performance of a third party’s duties. Such improper advantage can take different StatoilHydro should not authorise any gift or payment or offer anything of value to
forms, for example cash, objects, credits, discounts, travel, accommodation or public officials, except as expressly provided in this document or StatoilHydro’s Anti-
services. corruption compliance program.
The prohibition against bribes and trading in influence applies both to the party giving StatoilHydro may cover the reasonable expenses of public officials related to the
or offering an improper advantage and to the party who requests, receives or accepts purposes of (i) promotion, demonstration, or explanation of products or services, or (ii)
such advantage. For the matter to be considered illegal, it is sufficient that a demand execution or performance of a contract with a government or government agency.
or an offer of improper advantage is made.
Such expenses may include reasonable costs for travel to StatoilHydro premises,
It is not a prerequisite that the improper advantage accrues to the person upon whom accommodation or costs related to training when there is a legitimate purpose in
an attempt is being made to exercise influence. The prohibition against bribery and connection to StatoilHydro’s relationship with the relevant authorities.
trading in influence applies to both the public and private sectors.
Written approval from the responsible executive vice president must be obtained in
Facilitation payments are payments aimed at expediting or securing the provision of advance for all promotional, contract or training related expenditures for the benefit of
products or services to which one has a rightful claim. StatoilHydro is against the use public officials.
of this type of payment even in cases where it may be legal, and will work actively to
prevent such payments. See also section 4.3 Corruption. No authorisation for coverage of expenses related to public officials may be made if it
violates any applicable laws on corruption or the regulations of the public official’s
StatoilHydro may be held liable for bribery or any other corruptive acts by third parties employer, or may be perceived by the public as a bribe or improper payment.
contracted by StatoilHydro or in other situations where StatoilHydro may benefit from
1 Source: http://f655ea48-0a79-4422-8e9b-31597de39d3a.statcamp.net/logging/
conversion.ashx?id=70bfef46-da8e-4ac8-a27b-a6e7c88b6b8f&currency= NOK&revenue=0&1663=&target=
http://www.statoilhydro.com/en/AboutStatoilHydro/EthicsValues/Downloads/Ethics%20code%20of%20conduct.pdf

Code of personal conduct Occasional attendance at local sporting or social events does not require such
agreement, but in order to ensure openness about such attendance the superior
Corruption should be informed.
The prohibition against corruption described in section 3.3 applies for individuals Practice and follow-up
acting on StatoilHydro’s behalf. In case of violations, the Group may be fined and
individuals may be fined and/or imprisoned. Handling cases of doubt and breaches of the rules
The prohibition includes facilitation payments. However, if the individual believes that If the individual comes across cases of ethical doubts or breaches of StatoilHydro’s
their own or others’ life or health may be in danger, making a payment is not a ethical requirements, these concerns must be reported immediately. Individuals can
violation of this prohibition. Payments must be correctly described in the accounts and report the concern through the regular channels; to their superior, or to their superior’s
reported to the business area ’s ethics committee. superior, or to the internal entity whose duty it is to follow up such matters. A manager
who receives such a query must consult their own superior in cases of doubt.
Gifts, hospitality and expenses
However, if the individual is uncomfortable using regular channels for any reason the
The individual must not, directly or indirectly, accept gifts except for promotional items
concern can be reported to StatoilHydro’s ethics helpline
of minimal value normally bearing a company logo. Other gifts may be accepted in
(www.statoilhydrohelpline.com), which is available in all countries in which
situations where it would clearly give offence to refuse, in which case the gift must be
StatoilHydro is represented. The individual may remain anonymous if they so wish.
handed over immediately to StatoilHydro and will be regarded as StatoilHydro
property. StatoilHydro will not implement sanctions in any form against any individual who, in a
responsible manner, informs persons in positions of responsibility, internal entities or
Hospitality such as social events, meals or entertainment may be accepted by the
relevant authorities about possible breaches of StatoilHydro’s ethical guidelines,
individual if there is a clear business reason. The cost of any hospitality must be kept
applicable laws or other blameworthy circumstances in StatoilHydro’s business.
within reasonable limits. Travel, accommodation and other expenses for the individual
themselves in connection with such hospitality must always be paid by StatoilHydro. Consequences of infringement
The above principles also apply in the reverse direction, so that no individual acting on Breaches of the Group’s ethical requirements or relevant statutory provisions may
behalf of StatoilHydro may, in their dealings with customers, suppliers and other result in disciplinary action, or dismissal with or without notice, and may be reported to
parties, offer or agree to pay for gifts, hospitality or other expenses that would violate the relevant authorities.
these principles. Particular care must be taken in dealings with public officials.
Corporate compliance officer
The CEO may, on special occasions where custom requires it and where there can be
The Corporate compliance officer will supervise the Group’s compliance activities
no perception of impropriety, approve the offer or the acceptance of a gift of a higher
aimed at combating corruption. All business areas and corporate staff entities will
value than indicated above on behalf of StatoilHydro.
appoint compliance coordinators with responsibility for following up action plans for
All matters concerning the acceptance or offer of gifts, hospitality and similar compliance in their own entities.
advantages must be discussed and agreed between the individual and their superior.

Environment & Society1 Ethics helpline: an open channel²

Transparency and anti-corruption You can help us! The StatoilHydro Ethics Helpline provides a channel for any person,
employee or otherwise, to express concerns or seek advice regarding the legal and
We promote transparency and fight corruption, believing that this is vital to ensure
ethical conduct of StatoilHydro’s business.
good governance and promote effective markets and sustainable development.
You can also help - by refusing to stand quietly by if you feel our values are being
Openness and transparency are important principles that we are committed to and on
compromised. Are you in doubt, or have you heard or seen anything that you are
which we do not compromise.
uncomfortable with - contact the Ethics Helpline.
We promote transparency and fight corruption through regular stakeholder dialogue
The information can be provided anonymously if desirable. There is no tracking of
and by respecting national and international laws. We maintain integrity through due
visitors to the site, and when reporting to the helpline no tracing devices are ever
diligence procedures, rigorous training in business ethics and anti-corruption
used. StatoilHydro will not implement sanctions in any form against any individual
measures. We publish our revenues, investments and taxes paid in the countries
who, in a responsible manner, informs persons in positions of responsibility, internal
where we operate.
entities or relevant authorities about possible breaches of StatoilHydro’s ethical
StatoilHydro ’s commitment to transparency and anti-corruption is solidly anchored in a guidelines, applicable laws or other blameworthy circumstances in StatoilHydro’s
number of international initiatives, primarily the United Nations Global Compact business.
principles on human rights, labour standards, the environment and anti-corruption.
Our Ethics Helpline can be accessed from the website www.statoilhydrohelpline.com
Furthermore, we have endorsed the Extractive Industries Transparency Initiative and is available in 23 different languages. You will also have easy access to include
(EITI), and were the first major oil company to start disclosing all revenues and electronic attachments in the report. When you are finished with the report, you will be
payments in the countries in which we operate. given a report number and a personal identification number (PIN). With this
information you will be able to log into the website and check the status of your report.
We have also taken a lead to align the work of major international anti-corruption
initiatives (Global Compact, International Chamber of Commerce, and Transparency
International) through the World Economic Forum’s Partnership Against Corruption
Initiative (PACI).
StatoilHydro also supports Transparency International through a corporate agreement.
We collaborated with Transparency International on the development of Business
Principles for Countering Bribery.
1Source: http:// www.statoilhydro.com/en/EnvironmentSociety/Society/Pages/TransparencyAndAnti-Corruption.aspx

2Source: http://www.statoilhydro.com/en/AboutStatoilHydro/EthicsValues/Pages/EthicsHelpline.aspx

60. Cardinal Health
Independence of decision making

Standards of Business Conduct 1
Cardinal Health employees may not provide or offer any donations, grants,
Working together to foster integrity scholarships, subsidies, support, consulting contracts or gifts to a customer in
exchange for purchasing, recommending or arranging for the purchase of products or
Responsibilities as an employee for a commitment to continue to purchase products. Nothing may be offered or
provided irrespective of its value, in a manner that would serve as an improper
As an employee of Cardinal Health, you are expected to comply with the Standards of inducement to purchase products or services. If properly structured, discounts and
Business Conduct and all applicable laws, policies and procedures. rebates provided to a healthcare provider on purchases of products or services,
Cardinal Health takes this responsibility seriously and expressly prohibits violations. In whether given in the form of a discount, rebate check or credit memo, are generally
the event an employee fails to conduct him- or herself accordingly, he or she will be permitted. You should consult with the Legal department to ensure that contracts
considered to be acting outside of the scope of employment and, as a result, will be providing for discounts and rebates are properly structured.
subject to discipline, up to and including dismissal. Money laundering and terrorist financing
In addition, as we have and will continue to emphasize, the most important thing you Employees, especially those employees who handle cash, must actively guard against
can do is ask questions, seek guidance or raise concerns whenever you face a the use of our products and services for purposes of money laundering, financing of
business conduct issue or situation. terrorism or other criminal activity. Money laundering is the process by which
individuals or organizations try to make the source of funds look legitimate by
Working together in the marketplace concealing the criminal origin of the funds. Terrorist financing tries to conceal the
destination and use of funds which may have legitimate or criminal origin. Employees
Meals, gifts and entertainment need to look out for irregularities in the way payments are made including but not
Cardinal Health is committed to conducting business free from any favourable limited to:
treatment resulting from the personal interest of employees. Providing or accepting • Payments made in currencies other than the currency specified in the documents;
meals, gifts, entertainment or other incentives can be viewed as affecting a person’s
judgment or making the person feel obligated to provide corporate business in return. • Requests to make payments in cash or cash equivalents, such as travellers
Therefore, you may offer or accept meals, gifts or entertainment only in compliance checks or money orders;
with applicable law and Cardinal Health policy. As a general rule, meals may be • Payments made by someone who is not a party to the contract; and
occasionally provided to or accepted from customers only if the meal is provided in
connection with a business meeting or presentation and occurs in a place and manner • Requests to make a payment greater than the amount owed.
which supports informational exchange. The cost of the meal must be modest as
judged by local standards. Entertainment or recreational events are strictly limited in
accordance with our policies. Adult entertainment in connection with Cardinal Health
business is strictly prohibited under all circumstances. If you need additional guidance,
you should contact the Ethics and Compliance or Legal departments.
1 Source: http://www.cardinalhealth.com/us/en/aboutus/what/ethics/attachments/StandardsofBusinessConduct.pdf

Bribery and corruption company, has representatives available to take your call confidentially 24 hours-a-day,
seven days-a-week. If you prefer, you do not need to reveal your identity when you
Wherever we do business, we comply with all anticorruption laws. These laws prohibit
call. Multi-lingual representatives are available; there may be a brief pause while the
the payment of money, gifts or other items of value to influence government officials.
appropriate operator is placed on the line. You may also contact the Business
In addition, most of these laws also make it a crime to bribe “foreign governmental
Conduct Line through the Internet at www.MySafeWorkplace.com.
officials.” This term is broadly defined to include, among others, public or quasi-
government hospitals, clinics and pharmacies in other countries, as well as their After taking your call, the operator will provide you with a case number, so that you
management teams and employees. These laws also require that our books, records may call back to check the status of your call. The information will then be submitted
and accounts accurately and fairly reflect all of our financial transactions. to the appropriate Cardinal Health representative(s) for investigation and resolution,
as appropriate. For more information on investigation and resolution, please see the
Because Cardinal Health is based in the United States, employees must comply not
“Investigation and resolution” section on the following page.
only with the applicable anticorruption laws where they are doing business, but also
the U.S. Foreign Corrupt Practices Act. The actions of consultants, agents, distributors Investigation and resolution
and others (e.g., joint-venture partners, franchisees, key sourcing partners) who
When you ask a question, seek guidance or raise a concern about a suspected
violate anticorruption laws may be attributed to the company. Therefore, if you intend
violation through the Business Conduct Line or one of the other resources,
to engage a consultant, agent, distributor or other partner to perform services for
appropriate company officials will promptly respond to the matter. You will receive an
Cardinal Health, you must follow Cardinal Health procedures for contracting, due
answer to your inquiry if you have provided the company a means to do so. If a
diligence and training.
concern regarding a violation is substantiated, the situation will be resolved through
Where to get help or to raise concerns appropriate corrective actions. Corrective actions may include, among other things,
clarification of a company policy, additional training, facility or process change, or
In applying the Standards of Business Conduct to your work life, you may have
disciplinary action.
questions, or you may need to raise concerns about conduct that you suspect lacks
integrity or is in violation of the Standards of Business Conduct, the company’s Cardinal Health handles inquiries and investigations confidentially and discloses the
policies or applicable laws. When such situations arise, you should ask questions, substance of your inquiry and/or your identity, if you choose to provide your name, on
seek guidance or otherwise raise concerns. You are encouraged to speak to your a strict need-to-know basis, to the extent deemed necessary by Cardinal Health to
manager. If your manager does not adequately respond or the issue is of a particularly conduct a thorough investigation and respond appropriately to the issue raised.
unique or sensitive nature that you are not comfortable discussing it with your
No retaliation
manager, you may contact any one of the resources listed here and on page 27,
including the Business Conduct Line. Cardinal Health will not discharge, demote, suspend, threaten, harass or, in any
manner, retaliate against an employee who truthfully raises a concern about any
Business Conduct Line
actual or suspected violation. If you believe you have been retaliated against for
The Business Conduct Line is one resource employees have to seek guidance or providing such information, you should immediately contact the Ethics and
raise a concern. The telephone line, which is operated by an independent, third-party Compliance, Human Resources or Legal departments or the Business Conduct Line.

About us – What we stand for1

Ethics and compliance
As the leading provider of products, services and technologies supporting the
healthcare industry, Cardinal Health and our employees worldwide take very seriously
our responsibility to comply with all applicable legal requirements and to conduct
business responsibly and with integrity. Our customers, shareholders and suppliers
count on it, and our company's continued success depends on it.
The Standards of Business Conduct, available in multiple languages, is the foundation
of the program of how we work responsibly and with integrity. It is authorized and
supported by the Cardinal Health Board of Directors and senior leadership of Cardinal
Health. Overall responsibility for the ethics and compliance program rests with the
Executive Vice President and Chief Ethics and Compliance Officer and the Corporate
Responsibility Committee, with oversight from the Chief Executive Officer and the
Audit Committee of the Cardinal Health Board of Directors.
The Business Conduct Line is available 24 hours-a-day, seven days-a-week to
employees and third parties to confidentially and, if desired, anonymously raise issues
about the business conduct of Cardinal Health and its employees. In the United
States, call 800.926.0834. Outside of the United States, you may view the
International Phone Numbers list to find the direct dial number. Multilingual
representatives are available; however, you may need to wait briefly while an
appropriate representative is brought on the line.
In addition to the Business Conduct Line, you may also submit written concerns or
reports of possible violations regarding accounting, auditing, internal controls or
financial reporting to the chairperson of the Cardinal Health Audit Committee of the
Board of Directors, c/o Chief Ethics and Compliance Officer, 700 0 Cardinal Place,
Dublin, OH, 43017 USA.
1 Source: http://www.cardinalhealth.com/us/en/aboutus/what/ethics/index.asp

61. Goldman Sachs Group
CODE OF BUSINESS CONDUCT AND ETHICS1 to Mr. Raab. Mr. Raab will communicate concerns regarding accounting, internal
accounting controls and other auditing matters (including confidential, anonymous
Compliance and Reporting submissions by the people of Goldman Sachs) to the Board's Audit Committee. Mr.
Employees and directors should strive to identify and raise potential issues before Raab will communicate other concerns, depending on the nature of the matter, to the
they lead to problems, and should ask about the application of this Code whenever in firm's non-management directors or to appropriate personnel within the firm. Such
doubt. Any employee or director who becomes aware of any existing or potential non-accounting concerns expressed by the people of Goldman Sachs will be
violation of this Code should promptly notify, in the case of employees, an appropriate communicated in accordance with the firm’s policies and procedures. The firm strictly
contact listed in the Directory of Contacts included in the Compendium and, in the prohibits any retaliation for reporting a possible violation of law, ethics or firm policy,
case of directors and the Chief Executive Officer, the Chief Financial Officer and the no matter whom the report concerns.
Principal Accounting Officer (the “Senior Financial Officers”), one of the firm’s General Mr. Raab may be contacted at:
Counsel (we refer to such contacts as “Appropriate Ethics Contacts”). The firm will
take such disciplinary or preventive action as it deems appropriate to address any Sheldon Raab
existing or potential violation of this Code brought to its attention. Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
Any questions relating to how these policies should be interpreted or applied should New York, NY 10004
be addressed to an Appropriate Ethics Contact. 212-859-8090
sheldon.raab@friedfrank.com
The firm’s reporting hotline is:
1 (866) 520-4056, from any phone in the U.S.
Reporting of Concerns² 3-8026, from Goldman Sachs phones in New York
Policy on Reporting of Concerns Regarding Accounting and Other Matters (8) 343-8026, from Goldman Sachs phones outside of New York
1 (917) 343-8026, from non-Goldman Sachs phones, globally
Our Board of Directors has adopted a policy on reporting of concerns regarding
accounting and other matters. This policy is designed to provide a channel of
communication for employees and others who have concerns about t he conduct of
Goldman Sachs or any of its people, including with respect to the firm's accounting
controls or auditing matters.
Such concerns may be communicated, in a confidential or anonymous manner, to (i)
Sheldon Raab of the law firm of Fried, Frank, Harris, Shriver & Jacobson LLP, who
has been the firm's designated external contact with respect to legal, ethical and firm
policy issues since 1993, or (ii) the firm’s reporting hotline, which will refer the matter
1Source: http://www2.goldmansachs.com/our-firm/investors/corporate-governance/corporate-governance-documents/code-of-business-conduct-ethics.pdf
²Source: http://www2.goldmansachs.com/our-firm/investors/corporate-governance/corporate-governance-documents/reporting-of-concerns.pdf

62. Morgan Stanley
The Morgan Stanley Code of Conduct1 Employees retaining such agents are responsible for overseeing the agents’ ongoing
compliance with our Global Anti-Bribery Policy.
Anti-Bribery Statutes
Anti-Money Laundering Laws and Regulations
Many countries have anti-bribery and ethics laws and regulations that prohibit giving
anything of value to Government Officials for the purpose of obt aining or retaining Our money laundering prevention policies prohibit you from participating in or
business, or otherwise securing an improper business advantage. The term facilitating money laundering and describe your responsibilities to protect Morgan
“Government Official” is broadly defined and includes (i) officials and employees; (ii) Stanley from these activities. You must:
agents, advisors or consultants; and (iii) other individuals acting in an official capacity • Know your clients and obtain all client identification information required by law,
on behalf of: regulations and our policies
• Governments and governmental agencies and instrumentalities; • Be alert to activities that could constitute money laundering or involve proceeds
• Companies or organizations that are partially or wholly owned or controlled by derived from unlawful activity; and
governments or governmental agencies (notwithstanding that the company may • Promptly report any unusual or potentially suspicious activity about a client, the
be publicly listed); or source of their funds, or their transactions, to your supervisor or your Anti-Money
• Political parties and political candidates. Laundering (“AML”) Group representative. You also can call the AML Information
Line or the Integrity Hotline.
In addition, many government agencies have their own rules governing the
acceptance of gifts, travel and entertainment. For example, in the United States, Any involvement in money laundering activity—even if unintentional—could result in
federal, state, local and municipal laws and regulations may limit or prohibit civil and criminal penalties against you and the Firm.
acceptance of gifts and entertainment by, and prohibit or severely limit the value of Gifts and Entertainment
meals that may be provided to, Government Officials.
Our policies provide guidelines for gifts and entertainment given to or received from
You must check with your supervisor and the Anti -Corruption Group in Compliance to any person or organization with which Morgan Stanley has a current or potential
review any pre -approval guidelines for your region or business unit before giving gifts, business relationship. Gifts and entertainment should be reasonable and appropriate,
entertainment or anything else of value to a Government Official. You also must obtain and not so lavish in type or value, or excessive in frequency, as to create the
pre -clearance, as appropriate, before inviting Government Officials to events we appearance of impropriety or an inappropriate obligation or expectation on the part of
sponsor. Check with your regional Anti-Corruption representative regarding what is the recipient or provider.
permissible.
You and your family may not accept or give gifts or special favors from or to any
Before retaining an agent, consultant or other business intermediary who may interact person or organization with which we have a current or potential business relationship,
with Government Officials, you must conduct due diligence through Corporate unless the gifts are of nominal value (as defined in your location).
Security and seek pre -clearance from the Anti-Corruption Group.
You may not give or receive a gift, or accept or provide entertainment, that:
1 Source: http://www.morganstanley.com/about/company/governance/pdf/FinalCode2008.pdf

• Appears intended or designed to induce you, a client or a client representative to • Your supervisor
act in a manner inconsistent with the best interests of Morgan Stanley or the
• Legal and Compliance
client; or
• Your Human Resources representative
• May create the appearance that you are entering into a business transaction
based on factors other than the merits of the product or service offered or the • The Integrity Hotline
quality of the professionals involved.
The Integrity Hotline

Business entertainment should provide an opportunity for substantial interaction with
If you believe your concern has not been appropriately resolved after reporting it to
clients and enhance our overall relationship with the client. As such, you must be
your supervisor or LCD, or if you would prefer to report the concern through other
present with the client at an entertainment event, or else it is deemed a gift to the
channels, call the Integrity Hotline to report matters that do not involve your
client and is subject to the gift limitations. Likewise, if you receive entertainment, the
employment relationship or discrimination or harassment. Your concerns will be
host or provider must attend in order for the entertainment not to be considered a gift
treated confidentially as appropriate and can be reported anonymously if you wish.
to you and subject to the nominal value limitation.
More information is available on the Integrity Hotline /Reporting Misconduct InfoPage.
You may not sponsor or participate in business entertainment or work-related events
Non-Retaliation Commitment
that could reasonably result in an actual or apparent conflict of interest or that could
embarrass you or the Firm. The cost and nature of business entertainment must be Our continued success depends on the open communication of concerns by all
reasonable and consistent with the client relationship and our p olicies. employees without fear of retaliation. Retaliation is prohibited for reports or complaints
that are made in good faith regarding the misconduct of others.
Giving gifts to or entertaining employees of government and public international
organizations also may be restricted or prohibited. Please see the Anti-Bribery Consequences of Violating the Code
Statutes section for more information.
This Code forms part of the terms and conditions of your employment and governs
Raising Concerns and Reporting Misconduct your activities at Morgan Stanley. It also covers your obligations should you leave the
Firm. The Code is not a contract guaranteeing your employment for a specific duration
It may seem easier to keep silent or to look the other way when faced with
or entitling you to any special privileges or benefits. If you violate the Code or any
questionable conduct, but we must never ignore a legal or ethical issue that needs to
other policy, you may be subject to the full range of disciplinary sanctions, including
be addressed. If you believe you may have violated the law, regulations or our
termination of your employment.
policies, or if you observe or become aware of conduct —whether by another
employee, a supervisor, client, consultant, agent, supplier or other third party — that You will be held personally responsible for any improper or illegal acts you commit
may violate the law, regulations or policy, or is otherwise improper, you must promptly during your employment. You also could be held responsible for the action (or
contact any of the following: inaction) of others if you knew or should have known about their misconduct.
• The appointed person under any applicable local disclosure/escalation procedure
or policy

Your activities may also be reported to regulators, which could result in regulatory or violated the law or our policies, you must promptly notify your supervisor or the Legal
criminal investigations. The penalties for regulatory and criminal violations include and Compliance Division (“LCD”). In addition, if you observe or become aware of any
significant fines, disqualification from serving in certain capacities, permanent bar from illegal, unethical or otherwise improper conduct relating to Morgan Stanley, or conduct
employment in the securities industry and imprisonment. that could have an impact on our reputation—whether by an employee, supervisor,
client, consultant, supplier or other third party—you must promptly discuss your
concerns with your supervisor or LCD.
If the discussion does not resolve the concern or if you would prefer to report the
MORGAN STANLEY CODE OF ETHICS AND BUSINESS CONDUCT 1 concern through other channels, you should follow the procedures set forth in the
Code of Conduct. In particular, you may call the Integrity Hotline to report concerns
Gifts and Entertainment about matters, including accounting issues, that do not involve your employment
Gifts and entertainment may create an inappropriate obligation or expectation on the relationship with Morgan Stanley or discrimination or harassment (for those issues,
part of the recipient or provider. Our Code of Conduct and related policies set forth the please refer to the applicable Non- Discrimination and Anti-Harassment Policy or
conditions under which officers, employees, and their family or household members, Dignity at Work Policy). Concerns may be reported confidentially and anonymously.
may accept or give business gifts or entertainment. If your concerns relate to the conduct of the Chief Executive Officer, any other senior
Giving anything of value, including gifts or payment for travel and entertainment, to executive or financial officer, or a member of the Board of Directors, you also may
government officials may be limited or restricted by law. Many countries have adopted report your concerns to the Chief Legal Officer or the Director of Internal Audit. As
anti-bribery statutes that prohibit giving anything of value to "government officials" in appropriate, they will notify the Board of Directors of the allegations. Concerns
order to secure an improper business advantage. The term "government official" is involving the Chief Legal Officer or the Director of Internal Audit should be reported to
broadly defined and includes any officers or employees, agents, advisors or the Board of Directors.
consultants or any individuals acting in an official capacity on behalf of government- If you are a supervisor, you have an additional responsibility to take appropriate steps,
controlled agencies or enterprises, public international organizations, as well as in consultation with LCD, to stop any misconduct that you are aware of and to prevent
political parties and candidates. In addition, many government entities in the U.S. its recurrence. Supervisors who do not take appropriate action may be held
have rules that severely limit or restrict the acceptance of gifts, travel, and responsible for failure to supervise properly.
entertainment by their employees. Employees must check with their supervisor and
the Anti-Corruption Group in Compliance to review any pre-approval guidelines for Non-Retaliation Commitment
their region or business unit before giving gifts, entertainment or anything else of value Our continued success depends on the open communication of concerns by all
to a government official. without fear of retaliation. Morgan Stanley prohibits retaliation for reports or complaints
Reporting Misconduct that are made in good faith regarding the misconduct of others.
Our reputation for integrity depends upon you. You are our first line of defense against Consequences of Violating the Code of Ethics
civil or criminal liability and unethical business practices. If you believe you may have If you are an officer or employee, this Code of Ethics, including any future
amendments, forms part of the terms and conditions of your employment at Morgan
1 Source: http://www.morganstanley.com/about/company/governance/pdf/Code_of_Ethics_062008.pdf

Stanley. It also covers your obligations to Morgan Stanley should you leave the Firm.
The Code of Ethics is not a contract guaranteeing your employment for a specific
duration or entitling you to any special privileges or benefits.
Directors, officers and employees are expected to cooperate in internal investigations
of allegations of violations of the Code of Ethics and our other policies. Actual
violations may subject you to the full range of disciplinary sanctions available. We also
may report activities to our regulators, which could give rise to regulatory or criminal
investigations. The penalties for regulatory and criminal violations may include
significant fines, permanent bar from employment in the securities industry and
imprisonment.

63. Petrobras
SOCIAL AND ENVIRONMENTAL REPORT 2007 1 require special attention. The Corporate Protection management participates in
investigation committees that can discover any involvement of employees in devious
Anti-corruption and anti-bribery policies conduct that, in some cases, may be considered acts of corruption.
House campaigns are held to train employees in anti-corruption policies and
CODE OF ETHICS procedures and new employees are encouraged to assimilate the anti-corruption
The Petrobras Code of Ethics is a valuable tool for adopting the principles that guide topics in the Petrobras System code of ethics. The code also includes moral principles
the Company’s actions and conduct commitments. The code explains the moral sense such as not agreeing to favoritism and nepotism and refusing to receive undue
of the Mission, Vision and Strategic Plan of Petrobras and consists of a public benefits.
commitment to adopt these principles in everyday concrete practices. In August 2005, The Company has strong views regarding participation in preparing public policies and
the Company began the code review process, in order to update the instrument and lobbies. Petrobras agrees in the code of ethics, under principle 8.5, to contribute with
adapt it to the requirements in the Sarbanes-Oxley Act, which provides the approach public authorities to prepare and adopt general public policies and specific programs
of specific items to the codes of ethics of companies with shares in the New York and projects relating to sustainable development. Moreover, it appreciates employee
Stock Exchange. involvement and commitment in discussions and bid preparations, bearing in mind the
The indicators of Corporate Social Responsibility formulated by Ethos Institute were compatibility and reinforcement of social projects, in actions with public and private,
used as factors to structure the themes in the new code of ethics. In its revision, governmental and non-government organizations. The National Congress, through its
seminars were held to create the new code in various units and subsidiaries, involving representatives, has become an excellent channel to explain and protect the national
clients, suppliers, executive directors, board of directors, and the entire workforce in a interests of the oil and gas sector. Public meetings guarantee that matters of interest
transparent and participative process. to Petrobras are addressed under the normal democratic process, with full right of
defense and disclosure of facts and actions. Participation of Company executives in
Petrobras uses standardizing management tools, for example, codes of competitive the hearings evidence Petrobras efforts to reassert its strategic importance in the
conduct and good practices, and adopts the code of conduct of the top federal country’s development and to adopt the structuring public policies, especially in the
administration, whose application is supervised by the Public Ethics Commission of Growth Acceleration Plan (PAC) designed to raise Brazil to a new level of
the Presidency of the Republic. The Company does not contribute to political parties development. The Company directors participated in three hearings, presenting the
or politician election campaigns and rejects any practice of corruption and bribery. PAC works schedule for the energy sector. Petrobras is striving to improve bills of law
Petrobras conducts its business with transparency when taking action and stances for the oil industry and amendments that protect Brazilian interests.
especially with regard to public information.
Public selections provide sponsorship to other cultural, environmental and social
TRANSPARENCY AND CORPORATE INTEGRITY projects. Petrobras strives for transparency through the nationwide democratic
Petrobras does not undertake risk assessment relating to corruption but does process.
investigate denouncements forwarded by the Ombudsman’s office, external The Company runs special caravans as capacity building workshops and provides
control bodies — Federal Audit Court and Federal Investigations Bureau — and public tools for institutions to learn how to prepare social and environmental projects. As a
prosecution service. The Company holds scheduled audits to check situations that result, Petrobras assures equal conditions of participation in order to achieve and give
1 Source: http://www2.petrobras.com.br/ResponsabilidadeSocial/ingles/pdf/BSA2007_ing.pdf

access to many more projects. employment contract. When there is evidence of disciplinary or legal infringements or
damages, the Company defines the measures to be taken for compensation,
ANTI-CORRUPTION MEASURES
application of disciplinary sanctions and adoption of other applicable administrative,
Petrobras was involved in an intense informative public campaign for the investigation civil or criminal measures.
of the Federal Police and Public Prosecution office on frauds in some bids involving its
Despite the total strictness of internal and external controls, Petrobras investigates
employees. In early 2007, the joint venture between Petrobras, Braskem and Ultra
and tries to find an efficient solution for all devious behavior, penalizing those involved
bought the Ipiranga group for R$ 8.2 billion and increased its leadership from 30% to
according to the law. The Company is signatory to Partnering against Corruption
37% in the market. There was suspected irregularity and the Brazilian Securities and
Initiative (Paci) to harmonize the treatment of corruption-related issues. Petrobras
Exchange Commission (CVM) opened an inquiry on fraud after detecting an atypical
agrees to adopt a policy of zero tolerance against bribery and to develop and
increase in business of the Company shares and involvement of people linked to the
implement an active comprehensive anti-corruption program as a guide to employee
Company. Petrobras set up a house committee to investigate the facts disclosed by
behavior. The Company is also committed to the Extractive Industries Transparency
CVM relating to the presumed occurrence of trading with evidence of privileged
Initiative (Eiti), a voluntary initiative to support better governance efforts of countries
information by an employee at management level before the publication of the
rich in natural resources by fully publishing and checking corporate payments and
announcement of the Ipiranga takeover. The Commission discovered the facts and
government revenue from the oil, gas and mining sectors.
concluded that there was no information leak, since there was no conclusive evidence
or proof of share buying and selling operations to benefit one of the Company’s
employees. But the employee was negligent in the fact that he failed to inform his
superiors of his trading with Ipiranga shares days before the deal was consolidated,
which characterizes failure to comply with the code of ethics. On March 23, 2007, this CODE OF ETHICS1
employee left his position as executive manager in Petrobras Distribuidora, returned
as a Petrobras employee and then asked for early retirement, leaving the Company. In its relationship with the Society, the Government and the State, the Petrobras
Group commits itself to:
In August 2007, Petrobras signed an agreement to acquire all capital stock of Suzano
Petroquímica S.A. for a total price of R$ 2.7 billion. However, Rio de Janeiro Judiciary Refusing any corruption and bribery and bribery practices and keeping formal control
suspended the trading on the São Paulo Stock Exchange (Bovespa), after suspecting and disciplinary procedures for any possible violation of this principle;
leak of privileged information. Around R$ 1.5 million in profit obtained by two investors In their relationship with the Petrobras Group, Employees commit themselves
was suspended at the request of the CVM and Public Prosecutor’s Office. In a public to:
hearing of the Mines and Energy Committee of the House of Representatives, it was
proven that the Company was not negligent in the case of leak of information of the Refraining from soliciting, suggesting, accepting or offering any kind of favor,
state-owned Company’s takeover operation. The suspect investors illegally used the advantage, benefit, donation, gratification, for themselves or for any other person, as
information in their possession without the knowledge of Petrobras. counterparts for their professional activities, being allowed to accept or offer only
promotional, public, non-exclusive offers devoid of any commercial value, in their
Infringements of the code of ethics are liable for penalties provided in the disciplinary relationship with the Group’s external public.
system regulations, with a written warning, suspension and cancellation of the
²Source: http://www2.petrobras.com.br/Petrobras/ingles/pdf/CodEticaIng.pdf

FURTHER PROVISIONS • Assure that the Ombudsman Offices are accessible to all stakeholders regardless
of their economic, social, cultural, language or physical circumstances.
I. This Code of Ethics encompasses all members of the Management Councils,
Audit Boards, Executive Members, holders of management positions, employees, • Assure confidentiality and privacy in relation to the complaints by means of
trainees and service providers of the Petrobras Group, constituting an individual secure information systems, ethical behavior and maximum term for safekeeping
and collective commitment of each and all to comply and cause compliance with and maintaining internal records.
it, in all actions of the Petrobras Group productive chain and in its relationships
• Assure independence in the fulfillment of its duties.
with all stakeholders.
• Assure exempt action, by means of impartial hearings from all parties involved,
II. The Petrobras Group’s employees shall become formally aware of this Code,
thereby enabling a consistent mediation process.
which shall be widely disclosed, both in print and electronically.
III. Violation to the principles and commitments present in this Code may imply the
adoption of disciplinary measures, according to the rules of the companies that Guidelines
comprise the Petrobras Group.
• Recommend association of the Ombudsman Offices of the Petrobras System
IV. The Petrobras Group shall submit this Code of Ethics to periodic reviews, with Companies to the respective boards of directors or bodies similar thereto.
transparency and the stakeholders’ participation.
• Forward complaints to the areas the reports received to enable them to be
V. The Ombudsmanships or officials eventually responsible for processing investigated and the appropriate measures adopted.
complaints of ethical violations shall preserve the anonymity of the accuser to
• Compile reports anonymously, provided they are related to accounting, internal
avoid retaliation against the latter; they shall also inform him / her of the
controls or internal and external audit matters and forward them to the relevant
measures adopted.
areas to enable them to be investigated and the appropriate measures adopted.
• Interact with the pertinent areas for the purpose of further investigating the
complaints received and provide for the appropriate handling of them.
Petrobas Ombudsman1 • Keep stakeholders aware of all stages involved in the handling of their complaints
beginning at the time the complaint is registered until its conclusion.
Petrobras System Ombudsman Policies and Guidelines
• Recommend that the ombudsmen serve as the official channel for receiving and
handling complaints of accounting, internal controls or internal and external audit
Policies
irregularities and keep the Petrobras General Ombudsman informed of them.
• Assure that suggestions, criticism, complaints and denouncements from all
stakeholders – shareholders, investors, employees, customers, suppliers,
government, society and communities in which it is engaged thereby contributing
toward guaranteeing rights and strengthening citizenship and transparency.
1 Source: http://ouvidoria.petrobras.com.br/PaginaDinamica.asp?Grupo=498&Publicacao=3088&WT=1&ID_SITE=Petrobras+System+Ombudsman+Policies+and+Guidelines-3088&ID_TIPO=P

• Report on your operations to the board of directors or equivalent body, through happen to me?
the audit committees, when in place, assuring confidentiality of the complaints.
Petrobras Ombudsman’s Office is based on Ethics, Transparency and Respect for
• Contribute toward the management of the Petrobras System companies´ by human rights, and therefore it bases its actions on the guarantee of secrecy and
offering recommendations, based upon the knowledge and expertise acquired in anonymity of claimants. In situations where it is not possible to address a claim
the performance of your duties. without identifying claimant, forwarding thereof shall only be possible with your
authorization.
How can I denounce?
Any claim to Petrobras Ombudsman’s Office may be made through e-mail
Questions1 (ouvidoria@petrobras.com.br), telephone (55 21 3224-8357), fax (55 21 3224-8189),
Do i need to identify myself to contact the ombudsman’s office? website http://ouvidoria.petrobras.com.br , letter or in person, at Petrobras
headquarters (Av. República do Chile, 65 – 14º andar, sala 1401 – Centro – Rio de
Although the Brazilian Federal Constitution does not encourage anonymity, defending Janeiro – RJ). Denouncements and information on possible irregularities and
our right to express ourselves, you can submit to the Ombudsman’s Office improprieties in accounting records and processes of the Company, as well as in
suggestions, denouncements, complaints and compliments without identifying. If you relation to other accounting, financial and auditing issues may be submitted through
wish to be identified, the Ombudsman’s Office assures you confidentiality, keeping the Denouncement Channel, at http://www.petrobras.com.br.
your identify in secret, as a principle.
How long does it take for a feedback?
Who can contact the ombudsman’s office?
Petrobras’ Ombudsman’s Office principle is to act quickly and efficiently. However,
All those people that have relationships with Petrobras, externally and internally, each claim has a different feedback time, depending on its complexity and processes
including employees and contractors. that will need to be carried out until its completion.
Which subjects do the ombudsman’s office address? What is ombudsman’s office in charge of?
The Ombudsman’s Office is open to listen and deal with all kinds of subjects related to The Ombudsman’s Office is open to listen and direct all types if subjects related to
Petrobras . Its function is to work with the Presidency and the other management Petrobras.
departments, transmitting and seeking for solutions for the issues presented. The
Ombudsman’s Office also complies with the American law Sarbanes-Oxley, collecting How does the ombudsman’s office contributes to Petrobras?
denouncements and information about possible irregularities and improprieties in the Petrobras Ombudsman’s Office, as an independent and impartial body, assures
accounting records and processes of the Company, as well as other accounting, permanent space for the defense of the communication right within the company. It is
financial and audit issues. directly linked to the Board of Directors, representing the voice of citizens with the
I am afraid of contacting the ombudsman’s office to make a denounce and decision makers. Petrobras Ombudsman’s Office plays its role aiming at providing a
suffer retaliations. How can the ombudsman’s office guarantee that this will not space for the citizens to take part in the Company’s management. Through these
1 Source: http://ouvidoria.petrobras.com.br/PaginaDinamica.asp?Grupo=501&WT=1&ID_SITE=Questions -501&ID_TIPO=G

actions, the Ombudsman’s Office:

• Assures free communication, which is the right of all citizens.
• Strengthens the principles of dialogue, transparency and ethics in the work
relations and in the relationship with all audiences the company relates to.
• Assures balance between the compliance with company’s goals and policies and
the respect to constitutional rights.
• Complies with public policies and commitments undertaken in national and
international treaties and agreements.
What is the ombudsman’s work routine like? Which are his daily tasks?
In addition to collect and address claims from all people audiences related to
Petrobras , the Ombudsman’s Office also works in the Coordination of the Gender
Commission of the Social and Environmental Responsibility Management.
What is the destination given to the physical documentation provided by the
citizens to the ombudsman’s office?
All documents submitted are confidential, and kept in a file with restricted access.

64. Deutsche Telekom
The 2008 Corporate Responsibility Report 1

Compliance Management
Group Code of Conduct
Anti-Fraud Management
1 Source: http://www.download-telekom.de/dt/StaticPage/58/52/58/2008_DTAG_Corporate%20Responsibility.pdf_585258.pd

Code of Conduct violations portals Our Code of Conduct1
Preliminary Remarks
Implementation
Group management allows for an open and predict able corporate culture. Here, the
employees differentiate between appropriate and questionable behavior on the basis
of the moral, legal and corporate values of the Deutsche Telekom Group.
The Deutsche Telekom Group expects its senior executives to carry out all business
efficiently and in line with the Code of Conduct. To achieve this, senior executives
shall provide the necessary working conditions for employees and ensure compliance
with the Code of Conduct. They consistently identify, discuss and prevent misconduct
Group-wide compliance organization and take consequent action against it.
All employees must act in compliance with the Code of Conduct. In case of doubt,
employees should not hesitate to confide with their superiors or the responsible
organization.
Violations of the Code of Conduct may have consequences as provided by
employment law or, in the case of civil servants, disciplinary consequences.
Integrity
Dealing with Conflicts of Interest

Our actions are designed to avoid any kind of conflict of interest which could have a
negative impact on our company. Every employee must separate his or her own
interests from those of the company.
Employees of the Deutsche Telekom Group must refrain from any kind of corrupt
behavior. In particular, they are forbidden to illegally influence decision-makers in
companies, authorities or public institutions by offering, promising or granting
advantages. Equally, they are forbidden to demand or accept such advantages from
1Source: http://www.download -telekom.de/dt/StaticPage/28/90/dtag_code_of_conduct_en_28908.pdf

third parties, or to have a third party promise such advantages in the course of Code of Conduct violations 1
business.
Code of Conduct
Employees of the Deutsche Telekom Group are prohibited from using insider
information for personal gain (insider trading of listed Deutsche Telekom AG securities Deutsche Telekom stands behind sustainable management and the German
or listed securities of affiliates), or providing someone with or allowing someone Corporate Governance Code, which forms the basis for the legal regulations relating
access to unauthorized inside information, or recommending or inducing someone to to the management and controlling of companies that are traded on the German stock
purchase or sell securities. exchange. Deutsche Telekom also stands behind internationally and nationally
accepted standards for good and responsible management. In the Code of Conduct,
Money Laundering which is valid throughout the Group, Telekom has laid down clear rules of behavior
Within its scope of influence, the Deutsche Telekom Group supports all measures based on morals in the company, the law and on the values of the Group.
necessary for the prevention of money laundering. Information on the complaints procedure
Top Excellence All employees, but also business partners, customers, stockholders and other
stakeholders, who would like to report possible violations of the Code of Conduct, can
Reporting Violations make their report here. Absolute confidentiality is guaranteed in all cases.
All employees and stakeholders are requested to report violations of the Code of Confidential tips
Conduct. Complaints may be made by telephone, letter or e-mail to the Ethicsline or If you have a complaint or tip about possible legal transgressions in the company,
by using the BKMS tool (see page18 for contact details). However, employees should especially violations of our Code of Conduct, please notify us either by letter, e-mail,
first contact their immediate superior. Complaints may be submitted anonymously, if fax or telephone. The tips will be handled confidentially.
preferred.
Contact Deutsche Telekom AG
Immediate and effective handling of the complaint is guaranteed and will be treated in Ethikline Friedrich-Ebert-Allee 140 53113 Bonn
strict confidence. The Ethicsline shall arrange for clarification of matters together with E-Mail: ethicsline@telekom.de
the responsible offices. Telefon: +80003824–835*
Action against Misconduct Fax: +80003824–329*
Deliberate misconduct and repeated violations of the Code of Conduct, of our

corporate values and duties and legal requirements shall not be tolerated and Anonymous tips
consequent action will be taken against them.
Should you be apprehensive about providing your name, despite the strictly
confidential treatment of such data at the ethikline, tips - especially regarding gross
1Source: http://www.telekom.com/dtag/cms/content/dt/un/ethicsline

violations and possible criminal activity or complaints pertaining to accounting and

auditing can be filed via the anonymous online entry system. The so-called BKMS
system works like an electronic letterbox. An anonymous dialog i s also possible.
Tips regarding accounting and auditing
The Supervisory Board of Deutsche Telekom AG has established a complaint office
that is attached to the Auditing Committee to deal with complaints that only have to do
with accounting and auditing. Tips can be sent to the following mailing address.
Deutsche Telekom AG, Prüfungsausschuss
Prü fungs- und Bilanzierungsangelegenheiten
Postfach 2643
53016 Bonn

65. Home Depot
Business Code of Conduct and Ethics1 recognition for service on a particular matter where such memento or award has no
intrinsic value; other industry events where multiple clients or potential clients are
Foreign Corrupt Practices Act (FCPA) invited or which are open to the public; and financial or in-kind donations made directly
The FCPA prohibits the making of a payment and/or the offering of anything of value to The Home Depot Foundation, including participation fees to attend events
to any foreign government official, government agency, political party or political benefiting The Home Depot Foundation. These guidelines apply at all times and do
candidate in exchange for a business favor or when otherwise intended to influence not change during traditional gift-giving seasons, or during the planning of a Company
the action taken by any such individual or agency or to gain any competitive or event. Associates are encouraged to share this Gift and Entertainment Policy with
improper business advantage. It is very important to know that the prohibitions of the current and potential vendors and suppliers to avoid waste as well as an
Act apply to actions taken by all Associates and by all outside parties engaged directly uncomfortable or embarrassing situation for The Home Depot. (See the Vendor
or indirectly by the Company (e.g., consultants, professional advisers, etc.). Given the Notification Letter template on the Corporate Compliance page on myApron at
complexity of the Act and the severe penalties associated with its violation, all myApron>My Company>Corporate Compliance or by contacting the Corporate
Associates are urged to contact the Legal Team at any time with any questions Compliance Department via email at corporate_compliance@homedepot.com.)
concerning the Company's and their obligations under and in compliance with this Act. Executive Vice Presidents may apply more restrictive rules or other guidelines to
Gifts and Entertainment apply to their respective groups.
The Company has a zero tolerance policy for receiving gifts and entertainment when Gifts and entertainment acceptable in foreign countries
there is any chance that the purpose is to: improperly influence the recipient; violate There are some countries where refusal of a gift would cause professional
the Company’s Policies; or violate the law. Gifts and entertainment apply to anything embarrassment or be a cultural insult to the person offering it. This is particularly true
received as a result of an actual or potential business relationship and for which the when you are a guest in another country, and the gift is something from that country
recipient does not pay face value. In the event that the recipient is willing to pay face offered as part of a public occasion. In these cases, the best practice is to discuss the
value for a ticket or other gifts and entertainment, when in fact the market value is Company's policy with foreign officials or vendors prior to the meeting and in the event
significantly higher than the face value (e.g. Super Bowl or Masters Tournament the Associate feels compelled to accept the gift on behalf of the Company, report it to
tickets), the associate must still have the item approved in advance in accordance with your Manager, and turn it over to the Company immediately. Cash gifts or gifts having
this policy. Examples of gifts and entertainment include: meals, travel and travel a value other than a nominal value are never acceptable.
accommodations for business or vacation purposes, tickets to sporting or cultural
events, discounts not available to the general public, gift certificates, vendor product What do you do if you are uncertain about an invitation?
samples for personal use, wine or alcohol and any other merchandise or services. For If you are uncertain about the propriety of any offer or invitation, ask yourself if there is
the purposes of this policy, the following shall not be considered gifts and anything about the situation that would cause you or others to believe that you were
entertainment and may be accepted within reason: continuing professional education obligated toward the individual or company providing the gift or entertainment. You
or development opportunities; meals provided or paid for by vendors or suppliers, should decline if the answer is "yes", or even "maybe". If you still need assistance or
during traditional business hours, where business discussions or negotiations are the guidance, you should discuss the matter with your Manager. For determinations about
main purpose; mementos or other similar awards provided or paid for by vendors as whether or not the offer violates this Gift and Entertainment Policy, speak with your
1Source: http://ir.homedepot.com/ethics.cfm

Manager or contact the Corporate Compliance Department in the Atlanta SSC at Policy violations to Company management. Anyone who violates the Company's
extension 14098 or via email at corporate_compliance@homedepot.com. policies is subject to discipline up to and including termination. These disciplinary
measures apply equally to those who condone improper or illegal conduct by another
What to do if you receive an unsolicited gift?
Associate. Associates may report Policy violations or other concerns to their Manager,
If an Associate is the recipient of an unsolicited gift, advise your Manager and return the Corporate Compliance Team or anonymously, through the Company's AwareLine
the gift with a letter explaining Company Policy. You can find a Gift Return Letter at (800) 286-4909.
template on the Corporate Compliance page on myApron at myApron>My
Open Door Policy
Company>Corporate Compliance or by contacting the Corporate Compliance
Department via email at corporate_compliance@homedepot.com. If the gift is Each of us has a right and responsibility to ask questions about issues that are not
perishable, impractical to return, or returning it would embarra ss The Home Depot, clear to us. The Company's Open Door Policy provides all Associates with access to
contact the Corporate Compliance Department in the Atlanta SSC at ext. 14098 or via two-way, honest and respectful communications. The Open Door Policy is intended to
email to determine proper disposition of the gift. create an atmosphere that encourages Associates to voice concerns, express doubts,
discuss problems, ask questions, make observations and offer suggestions about
Exceptions to The Home Depot's Gift and Entertainment Policy
workplace issues. Each Associate should feel comfortable approaching his or her
Board Members and Executive Vice Presidents may authorize an exception to the immediate supervisor, any other supervisor/manager, all human resource Associates,
current policy or may designate a Senior Vice President or Vice President to review corporate officers or any other Company resource.
and approve exceptions on their behalf. All exceptions must be approved in advance
Protection from Retaliation
and must be submitted to the Corporate Compliance Department at
corporate_compliance@homedepot.com. You can find a Gift Exception template on Associates have a duty to report suspected wrongdoing and should do so without fear
the Corporate Compliance page on myApron at myApron>My Company>Corporate of retaliation. The Company will not tolerate any retaliation or threats of retaliation
Compliance or by contacting the Corporate Compliance Department via email at against anyone that reports in good faith a violation or suspected violation of the law,
corporate_compliance@homedepot.com. any Company Policy or the Business Code of Conduct and Ethics.
An exception notification must include the following: 1) name of the gift giver; 2) name
of the gift recipient; 3) description and identification of the gift; 4) value of the gift; and
5) reason for the exception.
Compliance Requirements and Reporting Violations
All Directors, Officers and Associates are expected to exercise good judgment and
abide by this Business Code of Conduct and Ethics, applicable Policies, SOPs and all
of the Company's standards. Violations of the law, this Policy or any of our Corporate
Compliance Policies may expose Directors, Officers, Associates and the Company to
civil and criminal liability. Directors, Officers and Associates are expected to report

66. Peugeot
Code of Ethics 1
CORPORATE CITIZENSHIP3
Compliance with the law
Institutions & Communities - Indicators
The companies within the PSA Peugeot Citroën Group comply in all areas with the
laws and regulations in force in all countries where they are active. They apply the
Preventing corruption and avoiding conflicts of interest
international conventions of the International Labour Organisation, in particular those
relating to the protection of workers and to the ban on forced work and on work by Under the terms of the Global Social Responsibility Agreement, PSA Peugeot Citroën
children. They apply the international conventions relating to the fight against public is committed to fighting against all forms of corruption and avoiding conflicts of
corruption. interest. Every employee has been informed of this commitment and made aware of
its importance.
Relationship with customers and suppliers
Suppliers are also expected to demonstrate their commitment to preventing corruption
Each employee must follow the principles of honesty and loyalty in his dealings with
and avoiding conflicts of interest, as stipulated in PSA Peugeot Citroën’s
customers and suppliers, and is prohibited from soliciting directly or indirectly any gifts
Requirements Regarding Social and Environmental Responsibility with Respect to its
and from accepting gifts of a significant economic value.
Suppliers.
Purchasing directives have also been defined to discourage corrupt practices, while
275 employees have been trained in corruption and conflict-of-interest issues.
Human Rights & Ethics² In addition to legally mandated control processes in force at Banque PSA Finance,
every audit of a Group plant, site or subsidiary includes procedures designed to
Code of Conduct - Trend analyse the risk of corruption, in order to prevent any occurrence.
The Group’s code of conduct is presented and discussed as part of the training Cases of conflict of interest
courses followed by Group engineers and managers.
In 2007, there were three cases of conflict of interest in the Group (excluding
The code of conduct has been made available to all employees in several languages Faurecia).
– French, English, Spanish, Brazilian, German and Slovak – over the Web.
• In France, two Gefco employees were dismissed for gross misconduct after
If any member of staff has difficulty interpreting the principles of action and behaviour failing to observe the company’s professional integrity standards.
set out in the code of conduct, or has doubts about how they apply in a given
situation, he or she should contact the Compliance Officer. • In France, PSA Peugeot Citroën filed a breach-of-trust suit against a former
employee who had been dismissed in July 2007 for embezzling company funds.
The Compliance Officer presents annually a report to the management board.
Source: http://www.sustainability.psa-peugeot-citroen.com/upload/files/charte_ethique_en.pdf
²Source: http://www.sustainability.psa-peugeot -citroen.com/employees/human-rights/responsibility.htm?id=2
³Soruce: http://www.sustainability.psa-peugeot-citroen.com/corporate-citizenship/institutions-communities/indicators.htm?id=4284

Cases of corruption and disciplinary action taken

There were no convictions for corruption in 2007.

67. LG
Sustainability Report 2006 – 20071 changing various contracts and systems, they must first be subjected to the bureau’s
review.
Fair Trade
LG Electronics has established a mid- to long-term education plan to promote
awareness and the culture of fair trade among employees. Training by duty, job level
FAIR TRADE COMPLIANCE PROGRAM AND IMPLEMENTATION SYSTEM and specialized education are conducted. In 2006, we developed an on-line
Our compliance program satisfies the seven key elements demanded by the Fair educational program called ‘Code of Conduct’ in the entertaining format of a cartoon
Trade Commission: 1) CEO’s declaration of commitment to compliance; 2) nomination which was for mandatory viewing by all employees.
of compliance manager; 3) construction of internal audit/reporting system on Meanwhile, external fair trade experts are regularly invited to speak to related
compliance; 4) disciplinary measures for violators; 5) construct ion of management executives, while outside expert lectures and workshops are held for personnel
system for related documents; 6) writing and distribution of compliance guidebook; working with ads and subcontractors to raise their understanding of laws and heighten
and 7) education system on fair competition. The Compliance Manager nominated by their awareness of compliance. In particular, regular fair trade evaluations are made
the BOD supports the CEO, chair of the Compliance Committee and is responsible for regarding purchasing and sales to ensure that the training is faithfully reflected in
managing and supervising the Compliance Bureau which carries out details of the actual operations.
program. Through each sub -committee under the bureau which is divided according to
the value chain (finance, purchase, sales and consumer), the Com pliance Manager Regarding purchasing personnel who must deal with partner firms on the job, on-line
receives reports on the company’s compliance record and makes improvements when and off-line education is conducted simultaneously. The personnel are obliged to take
needed. Additionally, the compliance manager reports on the status of the company’s the increasingly detailed education courses depending on their job position and years
compliance program at least once every six months and voluntarily discloses those of employment. Besides, checklists to aid in their compliance with related laws and
reports through the stock exchange. company regulations are distributed.
In addition, LG Electronics expanded the scope of the compliance program to The Compliance Bureau and subcontractor evaluators at each business site check for
protecting consumers and became the first in Korea to introduce the FTC’s CCMS compliance with the Subcontractor Act more than once a year. Any problems
(Customer Complaints Management System). Thanks to its model operation of the discovered in this process must then be corrected. Meanwhile, training programs
system, LG Electronics also earned the first CCMS certificate from the FTC in 2007. targeting our suppliers also include courses on fair competition to promote mutually
fair business transactions. At the same time, the education helps our business
FAIR TRADE PROMOTION ACTIVITIES partners to maintain the same levels of fair competition and transaction when dealing
The Compliance Bureau provides consulting on more than 100 cases every year. The with other companies.
consulting is provided in order to raise the company’s competitiveness through fair As part of compliance activities regarding subcontractors, LG Electronics became the
competition and transactions, rather than offer passive activities whose only goal is to first Korean company to pledge fair trade and win-win cooperation with subcontractors
evade legal risks. Accordingly, and with the grounding of the compliance culture, the in 2007. To enable the FTC to evaluate the execution of such promises, LG
bureau ’s consulting work is growing in importance each year. Electronics signed a ‘Subcontractor Fair Trade Agreement.’
In particular, media ads that directly impact consumers’ purchasing activities must
pass the bureau’s screening process before being executed. When establishing or
1Source: http:// www.lge.com/about/sustainability/reports_archives.jsp

The agreement states that the parties accept and will execute the three guidelines
prepared by the FTC to ensure strict, selfregulated compliance with subcontractor-
related laws. The three guidelines are those on signing a recommended contract
between large corporations and SMEs for win-win partnership, guidelines on selecting
and managing suppliers, and guidelines on establishing and operating an internal
evaluation committee on transactions with subcontractors. Furthermore, the
agreement outlines LG Electronics’ continuing support for subcontractors in the form
of funds, technology and personnel, to realize mutual cooperation and win-win
situations.
Our fair trade activities are equally applied to employees both in Korea and overseas
countries. In particular, LG Electronics distributed antitrust guidelines and handbooks
to all employees around the world in 2006. In 2007, we conducted antitrust
preventative education for employees stationed overseas.

68. Électricité de France
Ethics handbook 1 5. Our political or organizational commitments are strictly personal and take place
outside working hours and the workplace. EDF’s name and image may not be
the necessity of integrity associated with them.
6. Our use of the information and telecommunications systems is proper,
The company’s principles for action professional and responsible and complies with the Guidelines for use of
It is a duty of the integrity of every individual to make best use of the company’s computer and telecommunications resources.
assets, resources and equipment for business purposes. This is a key factor in the 7. Any employee who has access to sensitive or privileged information must hold it
performance of the group. in strict confidence.
EDF ensures that its resources and means of operation are not used for corrupt 8. Any employee who has access to sensitive or privileged information must refrain
purposes. from dealing in EDF shares or shares of listed subsidiaries until this information
EDF makes every effort to ensure that no activity or event for which it is responsible has been made public. All EDF employees are required to comply with the
is, or appears to be, a direct or indirect show of support for a particular group having provisions of the group’s Code of trading ethics.
political, ideological or religious influence.
Guidelines for individual conduct
1. When faced with a potential conflict of interest between our business activity and
Code of Ethics²
our personal interests or those of our friends and relatives, we must inform our
supervisor and refrain from taking any action related to this situation until we have ethics alert
received a response.
EDF recognizes each person’s ability to freely and safely exercise his/her right to
2. We are prohibited from requesting or accepting a favour of any kind from a third report any individual or collective breach of the company’s ethical commitments and to
party in return for a professional service. If we have any doubt as to how to inform EDF’s ethics manager of said breach by any means. This right to inform the
handle the situation, we may seek advice from our supervisor or the company’s company is open to all stakeholders, including employees, customers, partners and
head of ethics. suppliers, those residing near facilities, citizens, elected officials, associations, groups
and organizations, and witnesses or victims of ethics violations or failures to uphold
3. We do not accept or seek any gift or favour that could affect our professional
values. The person reporting the breach is guaranteed absolute confidentiality, when
impartiality. This does not preclude courtesy gifts and gifts of nominal or low
desired, as well as protection of his/her interests and those of any persons who may
value. Management is responsible for setting acceptance limits.
be involved. No anonymous accusations will be investigated and any person who
4. If, through our position, we represent the company in any way, we ensure that makes a false accusation will incur disciplinary and criminal liability.
what we say or how we act in public is not prejudicial to EDF’s image or interests.
1 Source: http://groupe.edf.com/fichiers/fckeditor/File/Groupe/EDF_EthicsHandbook.pdf
²Source: http://group.edf.com/the-edf-group/presentation-of-the-group/commitments/code-of- ethics /ethics-alert-95148.html

69. Aviva
Business Ethics code 1 who report their concerns will not be subject to any detrimental treatment. Concerns
must be believed to be genuine by the employee raising them, and any employee who
Introduction pursues a complaint for malicious reasons will face disciplinary action.
In everything we do, we aim to meet the highest standards of business conduct
according to rigorous ethical, professional and legal standards. Honest and transparent business practices
We apply these standards across all Aviva operations worldwide and we expect Gifts and entertainment
equivalent standards from our business partners.
No employee shall accept money, gifts, entertainment, loans or any other benefit or
The Business Ethics code (the “code”) should apply to all the Group's business preferential treatment from any existing or potential supplier or business associate of
dealings. This code is not intended to be an exhaustive guide to all the detailed rules the Group, other than occasional gifts of a modest value and entertainment on a
and regulations governing the conduct of business by the Aviva Group of companies modest scale as part of customary business practice.
and their employees in the various countries where we operate. It is to establish a set
of guiding principles, supported by Group-wide policies, to help provide a common Gifts and entertainment should not place the recipient under any obligation and should
understanding of the Group’s ethical standards and to operate in accordance with not be misconstrued. Procedures for recording hospitality and gifts offered to and
these standards. taken by employees should be maintained.
Failure to comply with the code however, will be reviewed in a serious light and, Further information can be found in the Group Purchasing and Supply Management
depending upon the circumstances, could result in dismissal or other disciplinary policy.
action. Money laundering
How do I raise a concern? Money laundering is the process by which criminals attempt to hide and disguise the
It is Aviva’s intention to operate to the highest standards of integrity and honesty in the true origin and ownership of the process of their criminal activity. The term “money
way we conduct business. However, any employee who is aware of something or laundering” is also used in relation to the financing of terrorism (where funds may or
someone that does not meet these standards has an obligation to raise the matter. may not originate from criminal means). It is essential in order to protect our reputation
Where possible, issues should be raised with line management in the first instance. and to meet our legal and regulatory obligations, that Aviva minimises the risks of
being used by money launderers.
If employees are not comfortable reporting their concerns to line management, Aviva
utilises the services of an independent malpractice reporting service which allows Improper payments
employees to report their concerns confidentially and anonymously (should they so An improper payment to gain advantage is never permitted in Aviva and in most
wish). The service is available in all Aviva business units, and allows reports to be countries such actions would constitute a criminal offence. A guiding principle should
made by telephone or using the internet. This is a 24-hour service which operates 7- be that neither the Group’s overall integrity nor its local reputation would be damaged
days a week offering the facility to report in the employee ’s local language. if full details of the business practice or transaction were publicly disclosed.
Employees who genuinely believe that an incident of malpractice has occurred and
1 Source: http://www.aviva.com/files/pdf /aviva_bus_ethics_code.pdf

Aviva does not tolerate any instances of bribery and corruption, either to third parties Employees can contact ‘Safecall’, a 24-hour confidential reporting service, to report
or from third parties. Bribery and corruption involves the ‘offering, giving, soliciting or instances of suspected fraud. First established in the UK, the service is available via
acceptance of an inducement or reward that may influence the action taken by email, telephone and the internet and now extends to our businesses in Europe, Asia
another or the wrongful use of influence to procure benefits to which one is not and the USA. In 2007, 55 allegations were made across the group; 41 from the UK, 10
entitled’. from India and Sri Lanka and four from our other operations worldwide. All cases were
referred for independent investigation, with 46 reaching conclusion while nine remain
Further information can be found in the Group Financial Crime policy.
under investigation.
Business ethics and values1

Combating financial crimes
Financial crime, which encompasses money laundering, fraud, malpractice and
market abuse, costs the financial services industry billions of pounds each year, so we
take the detection, prevention and reporting of financial crime very seriously.
We have specific measures in place to minimise the challenge it poses to our
business and customers, and remain committed to supporting government, law
enforcement agencies and other international bodies, for example, the Financial
Action Task Force (FATF) on money laundering.
The FATF works to counter criminal abuse of financial systems. It has established a
framework of recommendations to fight money laundering.
Our policies on anti-money laundering, fraud management and malpractice reporting
have been replaced with one clear policy covering all aspects of financial crime. We
also operate a network responsible for fighting financial crime across the group, and
members receive regular information, guidance and training on emerging trends and
issues.
1 Source: http://www.aviva.com/csr08/index.asp?pageid=126

70. Barclays
Sustainability and Barclays1 recommendations issued by the Financial Action Task Force on money laundering
and terrorist financing.
Policy positions
Our employees must comply with the highest standards of anti-money laundering and
anti-terrorist financing practice in all jurisdictions in which we operate and co-operate
Bribery and corruption with the authorities wherever possible and practicable, paying due regard to customer
Barclays operates globally and believes that best practice gover nance, controls and confidentiality and data protection obligations.
compliance are essential for maximising shareholder value. In order to achieve this, it All businesses must follow the UK Joint Money Laundering Steering Group Guidance
must act with the highest standards of integrity and honesty in all it does, to give when assessing their risks and designing their risk-based systems and controls unless
customers confidence when entrusting their business to Barclays. prohibited by local legislation.
Barclays recognises that bribery and corruption have an adverse affect on We provide appropriate employee training to ensure colleagues can meet these
communities wherever they occur. Corruption can undermine the rule of law, requirements.
democratic processes and basic human freedoms, impoverishing states and distorting
free trade and competition. Corruption is often associated with organised crime, Whistleblowing
money laundering and, sometimes, even the financing of terrorism. Barclays has a 'Raising Concerns' policy which employees can read on our intranets.
Our policy reflects the statutory requirements applicable in the UK as derived from the It is also publicised widely across Barclays sites using an annual poster campaign and
United Nations (UN) and Organisation for Economic Co-operation and Development other communications.
(OECD) conventions on corruption. However, all Group offices must comply with this There is a confidential telephone line and email account for employees to use if they
policy, unless there is a conflict with local legislation. Barclays offices outside the UK feel they cannot resolve concerns with their own manager. Employees are
must comply with their own local legislation in respect of anti-bribery and corruption encouraged to raise genuine concerns with the assurance that they will not be
(e.g. in the USA, the Foreign Corrupt Practices Act, which also has extra-territorial discriminated against in any way.
reach and implications for all Group offices).
We take our responsibilities seriously and expect all our employees, wherever they
are based, to meet the requirements of our policy. Any breach of the Group's policy on
bribery and corruption by any employee will be considered as grounds for disciplinary
action, which may include dismissal.
Anti-money laundering
Our anti-money laundering policy has been designed to be consistent with the UK
2007 Money Laundering Regulations, legislation, Financial Services Authority (FSA)
Rules, Joint Money Laundering Steering Group (JMLSG) Guidance No tes and
1 Source: http://www.barclays.com/sustainabilityreport07/policy_positions.html

71. Fiat
2007 Sustainability Report1 Legislative Decree no. 231/2001 has revealed that relations with Public Agencies
represent a sensitive process.
Society performance indicators
Accordingly, the Internal Control System (processes and procedures) and the
essential organisational requirements for defining a specific compliance program
Corruption pursuant to Legislative Decree no. 231/2001 were assessed. The sensitive processes
SO2 (core) Percentage and total number of business units analyze d for risks are the object of regular monitoring by the Compliance Program Supervisory Bodies at
related to corruption. every Group company, and more in general by the Compliance Officers at every
Sector during the regular audits of compliance with the principles of the Code of
The Fiat Group Code of Conduct prescribes that the Group itself, its employees and Conduct.
the other recipients of the Code are committed to the highest standards of integrity,
honesty and fairness in all internal and external relationships. No employee shall SO3 (core) Percentage of employees trained in organization’s anti-corruption
directly or indirectly accept, solicit, offer or pay a bribe or other perquisites (including policies and procedures.
gifts or gratuities, with the exception of commercial items universally accepted in an Corporate governance training courses have been offered for some time at the Fiat
international context) even if unlawful pressure has been exerted. The Group shall Group. The programs, particularly in regard to Legislative Decree no. 231/2001 and
never tolerate any kind of bribery to public officials, or to any other party connected the Code of Conduct, also deal with aspects connected with the organisation’s anti-
with public officials, in any form or manner, in any jurisdiction including those bribery policies and procedures.
jurisdictions where such activity may in practice be permitted or may not be judicially
indictable. In 2007, over 2,600 employees attended almost 5,000 hours of training courses that
presented the principles set out in the Code of Conduct and dealt with situations
In the light of the above it is therefore forbidden for employees and other recipients to involving good corporate governance. Most employees used online courses on the
offer commercial handouts, gifts or other perquisites that may be in breach of the law Compliance Program pursuant to Legislative Decree no. 231/2001. Training in 2007
or regulations, or that are in contrast with the Code, or that may, if rendered public, was offered almost entirely to professionals and white-collar workers in Italy.
constitute a prejudice to the Group, even if only in terms of the Group’s image.
The decreased number of hours and employees from the previous year reflects the
It is also forbidden for employees and other recipients (and members of their families) fact that course activity involved in-service training on changes in rules and practices,
to accept handouts, gifts or other benefits that may impair the independence of their following intensive training in 2006.
judgement. To such extent, every employee or recipient shall avoid situations where
interests of a private nature may come into conflict with the interests of the Group. The online course on the Compliance Program for executives, professionals, and
white-collar employees involved in risk-prone activities pursuant to Legislative Decree
The Compliance Program pursuant to Legislative Decree no. 231/2001 of Fiat S.p.A. no. 231/2001 will be revised in 2008.
and the guidelines for adoption of the Compliance Program at the Italian Companies
of the Fiat Group include, among others, criminal offenses against Public Agencies SO4 (core) Actions taken in response to incidents of corruption.
(Articles 24 and 25 of Legislative Decree 231/2001), including bribery. The risk Monitoring of conduct in violation of the Code of Conduct, including conduct covered
analysis carried out by Fiat S.p.A. and Group Companies in accordance with by the definition of bribery adopted by GRI-G3, is carried out by the Compliance
1 Source: http://www.fiatgroup.com /en-us/responsibility/rapp_sostenibilita/Documents/Fiat_Group_Sustainability_Report_2007.pdf

Program Supervisory Bodies pursuant to Legislative Decree no. 231/2001, Internal Given the fundamental importance to the Group that its partners share the principles
Audit, and the Compliance Officers in every Group Sector, as well as by application of set forth in the Code of Conduct, suppliers are selected according to adequate and
the “Whistleblowings Management Procedure” that came into effect in 2005. All objective methods. These consider not only the quality, innovation, costs and services
violations of the Code of Conduct are subject to disciplinary penalties commensurate offered, but also the values set forth in the Code.
to the seriousness of the violation and in compliance with the National Collective
Respecting the independent management of relationships with suppliers and partners,
Bargaining Agreement (CCNL), as well as current laws in individual countries. For
disclosure of adoption by Group Sectors of the Compliance Program pursuant to
details on the violations, see the comment on “Governance, commitments, and
Legislative Decree no. 231/2001 and the Code of Conduct continued intensely in
stakeholder involvement,” in the section dedicated to the Code of Conduct.
2007. Group Sectors inside and outside Italy informed their suppliers of the rules of
conduct envisaged in the Code of Conduct and, with reference to the Italy area, the
Governance , commitments, stakeholder involvement
Compliance Program. In most cases, they required explicit acceptance of those
Code of Conduct principles, through appropriate contractual obligations set forth in the general
conditions of contract, sale, and purchase orders.
Awareness of the responsibility of the Fiat Group, which “because of its size, activities
Monitoring of compliance with the Code of Conduct included application of the
and geographical spread, plays a significant role in the economic development and
Whistleblowings Management Procedure that came into effect in 2005 and audits by
welfare of the communities where it operates,” inspired the Code of Conduct that was
Internal Audit and the Compliance Officers (CO) of Group Sectors. In 2007 the Fiat
approved by the Fiat S.p.A. Board of Directors and came into force in 2003, replacing
Group received a total of 57 reports regarding alleged violations of the Code of
the previous Code of Ethics of 1993. The Code of Conduct defines the rules of
Conduct by its employees. 12% of the reported cases resulted in disciplinary action
business conduct and employees ’ commitments and responsibilities. It does not
commensurate to the gravity of the violation and in compliance with the National
neglect the social and environmental repercussions of Group activities, together with
Collective Labour Agreement (CCNL) and applicable laws of the individual countries
consideration for the importance of a cooperative approach to stakeholders. It applies
involved. Another 23% of the cases resulted in reinforcement of the Internal Control
to the directors, statutory auditors, employees, consultants, and partners of the Group
System. Violations of the Code of Conduct that were not the consequence of reports
in Italy and in all countries where it operates. All employees are bound to comply
but rather uncovered during audits by Internal Audit or the Compliance Officers (CO)
strictly with the provisions of the Code, which is an integral and substantial part of the
of Group Sectors involved 112 Group employees. Disciplinary action commensurate
employment contract. Consequently, any violation of the Code is subject to
to the gravity of the violations was taken in compliance with the CCNL and applicable
disciplinary measures. All Group employees are informed about the Code of Conduct
laws of the individual countries involved. All of these cases involved disciplinary
through training (see the comment on indicator SO3) and informative activities. In
sanctions. In 2007 Fiat Revi also performed 28 Business Ethics Audit.
addition to company bulletin boards, the Group portal dedicates a specific section to
the Code of Conduct, complete with answers to the most frequently asked questions Monitoring of the Internal Control System by management and Internal Audit in
(FAQ) as support for employees in resolving any doubts over how they should act in compliance with the Sarbanes-Oxley Act, notwithstanding delisting of the Group from
specific situations. the New York Stock Exchange (NYSE), continues to be carried out as an assessment
and monitoring activity of the system of Internal Control over Financial Reporting
(ICFR).

One of the purposes of this activity is to support certification by the Chief Executive interests of a private nature may come into conflict with the interests of the Group.
Officer and delegated executives pursuant to Italian Law no. 262 starting from 2007.
Money Laundering Prevention
The top down/risk based approach used, which is based on the COSO framework,
complies with United States law and Security Exchange Commission guidelines. At The Fiat Group and its employees shall never be engaged or involved in any activity
both the Group and Sector levels, the results of ICFR activities are periodically which may imply the laundering (i.e. the acceptance or processing) of proceeds of
communicated to top management and the Internal Control Committee. criminal activities in any form or manner whatsoever.
Before establishing any relationship, the Group and its employees shall check
available information (including financial information) on its business partners and
suppliers to ensure that they are reputable and involved in a legitimate business.
Fiat Group Code of Conduct 1
The Group shall always comply with anti-laundering legislation in any competent
Bribery and Illicit Payments jurisdiction.
The Fiat Group, its employees and the other recipients of the Code are committed to Public Institutions
the highest standards of integrity, honesty and fairness in all internal and external Relations with public institutions shall be managed only by duly designated
relationships. departments and appointed individuals; such relations must be transparent and
No employee shall directly or indirectly accept, solicit, offer or pay a bribe or other inspired by Group values.
perquisites (including gifts or gratuities, with the exception of commercial items Any gift or gratuity made to representatives of any public institution (where permitted
universally accepted in an international context) even if unlawf ul pressure has been by ruling legislation) shall be modest and proportionate and must not be capable of
exerted. suggesting that the Group is obtaining unfair advantage.
The Group shall never tolerate any kind of bribery to public officials, or to any other The Group will fully co-operate with regulatory and governmental bodies within the
party connected with public officials, in any form or manner, in any jurisdiction context of their legitimate activity. Should one or more Group companies be subjected
including those jurisdictions where such activity may in practice be permitted or may to legitimate inspections on the part of the public authorities, the Group will provide its
not be judicially indictable. full cooperation.
In the light of the above it is therefore forbidden for employees and other recipients to Whenever a public institution is a customer or supplier of any Group company, the
offer commercial handouts, gifts or other perquisites that may be in breach of the law latter shall act in strict compliance with laws and regulations which govern the
or regulations, or that are in contrast with the Code, or that may, if rendered public, acquisition from, or the sale to, that public institution, of goods and/or services.
constitute a prejudice to the Group, even if only in terms of the Group's image.
Any lobbying activity shall be conducted only where permitted and in strict compliance
It is also forbidden for employees and other recipients (and members of their families) with the applicable laws and, in any case, in full observance of the Code and of any
to accept handouts, gifts or other benefits that may impair the independence of their procedures to such extent specifically provided by the Group.
judgement. To such extent, every employee or recipient shall avoid situations where
1Source: http:// www.fiatgroup.com/en-us/responsibility/objectives/Documents/Cod_Eng.pdf

72. Matsushita Electric Industrial
The Panasonic Report for Sustainability 2008 1 Fair and Sincere Action
We will respect free and fair competition, and abide by all applicable antitrust
Code of Conduct
(competition law) and other laws and regulations. All of our transactions shall be
properly and fairly recorded.
Scope of Application and Observance
We will not engage in bribery of any kind. We will be sensitive to, and shall abide by
<Director/Officer Responsible for Observance of this Code and Employee laws and regulations and social ethics that govern the offer of benefits of any kind,
Education/Training> including gifts, meals and entertainment. In the same manner, we will not receive
Each Group company shall appoint either a Director or an executive officer personal benefits from our stakeholders.
responsible for ensuring observance of this Code of Conduct. Also, each Group Moreover, we remain steadfast in our attitude to oppose any illegal group or
company will take steps to promote employee awareness of, and compliance with, organization.
company policies through appropriate explanation of these policies, including training
programs. Prompt Redress and Strict Treatment for Violations of Laws and Regulations
<Violation of the Code of Conduct> If we suspect that our activities violate applicable laws, regulations or business ethics,
we will report such information to a superior, or to the legal affairs section or other
Violations of this Code of Conduct will be taken very seriously. relevant sections, or via an in-house notification hotline. Whistleblowers shall be
Any member of the Board of Directors or executive officers violating the Code will be protected from dismissal, demotion, or any other retaliatory treatment because of their
dealt either by appropriate laws and regulations, such as the Commercial Law, or by well-intentioned reporting of possible violations of any law or regulation. We will
Company regulations. ensure thorough and confidential treatment of information reported.
Once we have established that a law or regulation has been violated, we will
Implementing the Code in Business Operations
immediately seek to remedy the violation, take appropriate action and prevent it from
recurring.
Marketing Compliance
No matter how severe the competition may be, we will pursue fair and ethical
marketing activities in compliance with all applicable laws and regulations. In other
words, we will never violate any laws, regulations or social norms in pursuit of greater
sales or profit.
We will not engage in bribery, collusion on bids, or price fixing.
We will take appropriate measures for export control to ensure that our products and
technologies will not be misappropriated as tools that could threaten peace and
security.
1Source: http://panasonic.net/csr/reports/pdf/csr2008e.pdf

73. BASF
Vision Values Principles - Code of Conduct1 and criminal law.
Introduction In many cases, infringements of the law can be avoided by timely advice. Every
employee is expected to seek advice or help either from his or her superior or from the
The BASF Group expresses its commitment to responsible behavior and integrity in its relevant departments, human resources or the legal department if he or she has
"Values and Principles". doubts about the legal implications of his or her own conduct or if there is any
Such a commitment means that, as an international company, we take account of the indication of legally dubious practices in his or her working environment. In addition,
legal and cultural contexts in the countries in which we operate. We therefore expect employees are offered the opportunity to use an external hotline to obtain information,
our employees to comply with the respective national laws and generally accepted to make suggestions or to communicate concerns.
business practices consistent with these laws. Executives, in particular, must act as For this purpose a toll-free hotline is operated with an independent law firm. This
role models and demonstrate a high level of social and ethical competence. This high hotline (at telephone number 0800-7142128) can be called on workdays:
level of conduct demanded of employees is matched by the undertaking to give all
employees the information and support they need. • Monday through Thursday from 8:30 a.m. to 7:00 p.m.
Regional and national standards make varying demands on the behavior of our • Friday from 8:30 a.m. to 6:00 p.m.
employees. The Code of Conduct of BASF SE and the German Group companies is
part of the Compliance Program that BASF initiated in 2000. It applies to all
employees of the BASF Group in Germany. The BASF Group companies in the The calls will be taken by a lawyer of the Mannheim office of Shearman & Sterling
various regions and countries issue separate Codes of Conduct that are binding on who is specifically trained in this area. This lawyer will draw up a report on the case
their employees. These Codes, too, are based on the Values and Principles of the described and pass it on to BASF SE’s Compliance Hotline Officer, who will initiate
BASF Group and take local laws and customs into account. In the case of business the review of the case. Messages can also be left anonymously, i.e., without giving the
dealings which are undertaken abroad by employees of a German Group company or name. All cases reported will be followed up.
which have effects in foreign countries, local laws and regulations must also be Further, employees may use this hotline, if desired anonymously, to report accounting
complied with. matters, which they consider questionable or legally dubious. The respective lawyer
The Code of Conduct for the BASF Group in Germany uses examples to describe the will promptly pass on a record of the call to the Chairman of the Audit Committee of
legal requirements that govern the behavior of all employees in areas of importance to the Supervisory Board of BASF SE who will then decide on the further handling of the
our company. Other laws and regulations may apply in specific fields of activity. It is complaint.
intended to review the Code on a regular basis. Our company guarantees that employees need not fear any repercussions or any
Even seemingly insignificant infringements of the law by employees can seriously other discrimination due to the use of the hotline as such.
harm our company’s reputation and inflict considerable damage, including financial Money laundering
damage. We do not tolerate any such infringements and will not indemnify those
responsible against sanctions by the state. Any violation of laws and other statutory Various countries, among them the Member States of the E.U. and hence Germany,
regulations may have far-reaching consequences for the employee under both labor have passed laws against money laundering.
1 Source: http://www.basf.com/group/corporate/en/content/about-basf/vision-values-principles/code-of-conduct/index

No employee, either alone or in collaboration with third parties, may take measures Values and Compliance – Chief Compliance Officer1
that violate domestic or foreign regulations on money laundering. "Money laundering",
as defined in these regulations, means in particular the introduction – e.g., by Trainings on how to apply the Code of Conduct
conversion or transfer – into the regular economic cycle of money or other assets In the initial phase between 2000 and 2002, BASF AG alone conducted approx. 70
originating directly or indirectly from a criminal offence. In cases of doubt about the information sessions to introduce its Values and Principles. In addition, employees at
permissibility of financial transactions relating to cash transfers, the relevant finance BASF sites worldwide were trained with respect to the guidelines and the Compliance
department should be consulted at an early stage. Program by procedures particularly shaped for the different regions. A central support
Dealing with business partners and representatives of government bodies office offered extra help by supplying informative literature and advisory services and
by establishing an international network of local coordinators within BASF. In ongoing
Suppliers and customers must be dealt with fairly. BASF expects the same from its specific training programs employees learn to apply the Code of Conduct in every day
suppliers and customers. work. In some countries a telephone hotline provides another means of assistance
Employees’ private interests and the interests of the company must be strictly besides contacting superiors or a worker’s representative if there are uncertainties
segregated. Personal relationships or interests must not affect business activities. concerning the behaviour of oneself or others.
Decision-making processes must be based solely on factual considerations. Our
relations with customers and suppliers are founded on quality, reliability, competitive
prices and other objective criteria. For these reasons employees dealing with
suppliers, customers, other business partners or officeholders must not demand or Values – Compliance²
accept personal advantages such as payments, gifts or other benefits of value. BASF
expects all employees to inform their superior if a business partner makes such an Compliance Program
offer. Invitations by business partners not related to business appointments need to be The aim of our Compliance Program is to anchor the value “integrity” and our Codes
authorized in advance by the employee’s superior. of Conduct into the awareness and everyday activities of all employees. In 2002,
Similarly, in connection with work for our company, employees of other companies in BASF became one of the first German companies to appoint a Chief Compliance
Germany or abroad must not be promised or granted any personal advantages as Officer (CCO). As of August 2007, the CCO reports directly to BASF’s Chairman of
consideration for preferences. the Board of Executive Directors. Together with the local compliance officer, the CCO
acts as a contact for all questions related to this topic. He is also responsible for
No personal advantage of any kind may be offered or granted to any officeholder in managing and developing the Compliance Program Group-wide.
Germany or abroad.
In fall 2007, BASF started an interactive, refresher e-learning program regarding the
Occasional gifts, hospitality or other low-value benefits, which are consistent with contents learned in our Compliance Program. All employees must refresh their
customary business practices, are excluded from the above restrictions, provided any knowledge every three years. This is in addition to the basic compliance training,
influence on a business or authority's decision can be ruled out from the outset. compulsory for all employees. We also hold regular, systematic training programs
Offering, granting, demanding or accepting money is always inadmissible. The regarding specific fields of law.
applicable corporate guidelines and rules for interpretation must be complied with.
1Source: http://www.basf.com/group/corporate/en/content/sustainability/values-compliance/chief-compliance-officer?mid=0
²Source: http://berichte.basf.de/basfir/html/2007/en/thecompany/values/compliance.html

In the event of questions regarding correct ethical behavior, all our employees can
also seek advice from their executives, the appropriate Legal department, or from the
Compliance Officer.
In addition, questions can be raised via telephone hotlines that are available 24 hours
a day. Employees can also call the hotline to anonymously report incidents they
consider to be dubious or legally questionable. In most countries calls to such hotlines
are handled by external law offices. The reports are passed on to BASF’s compliance
hotline officers and then followed up internally.
Regular compliance audits by the Corporate Audit department further support the
Compliance Program. In 2007, 137 of these audits were carried out throughout the
BASF Group (2006: 120). These audits also examine compliance with antitrust
regulations as well as with our principles for relations with business partners and
representatives of government bodies.
COMPLIANCE IN BASF
Compliance refers to the adherence to laws and policies as well as to the voluntary
codes of conduct in a business. It prevents malpractice within a business and
furthermore ensures that business activities are in accordance with all social and
ethical values. BASF’s Compliance Program outlines corporate and legal regulations
as well as the relevant corporate policy. In addition to basic training, our employees
regularly participate in systematic training programs regarding specific fields of law –
in particular, antitrust legislation, embargo and trade control regulations. Participation
in our compliance training programs is compulsory for all of our employees.
Dedicated to fighting corruption
A further goal of our Compliance Program is to avoid cases of corruption. Globally, we
are committed to fighting against corruption. In India, in 2002, we initiated the “Million
Minds Project” in cooperation with the Indian government and local, non-governmental
organizations. One million people will be provided with information on the subject of
anti-corruption. As a member of Transparency International, we support the
organization ’s fight against corruption on a global level. More information about
Transparency International can be found at: www.transparency.org

74. Credit Suisse
Code of Conduct 1 directly to the relevant line managers and the members of the Legal and Compliance
department or, where appropriate, directly to the corresponding higher level within
Compliance Credit Suisse in accordance with our policies and procedures. Reports may be made
We strive to comply with all applicable laws, regulations and policies. We are on a confidential, anonymous basis. The Integrity Hotline serves as another way to
committed to maintaining an exemplary control and compliance environment. In escalate potential legal, regulatory or ethical misconduct. We prohibit retaliation
particular, each director and employee is responsible for: against any employee for such reports made in good faith.
• Leading by example, particularly in supervisory roles by setting the right tone and We assess whether any violations of this Code have occurred and, if so, which
culture for compliance with applicable laws (including insider trading laws), disciplinary measures are appropriate and permissible under applicable local law. This
regulations and policies; also applies in the case of:
• Being familiar with guidelines, manuals, handbooks and best practices relating to • Individuals who fail to take reasonable care to identify violations;
their respective areas of responsibility and implementing the measures and • Individuals who withhold material information when asked to disclose the details
approaches prescribed diligently and to the best of their ability; of a violation;
• Questioning new or established practices, objecting if a standard of conduct is not • Line managers who approve or condone violations or who seek to retaliate
met and escalating it to the relevant internal contact person or unit; against employees or other parties who have reported violations or identified the
• Acting in good faith, responsibly and with due care, competence and diligence at individual responsible for them.
all times, without misrepresenting material facts;
• Protecting and promoting the efficient and legitimate business use of all Credit In the case of violations by the Chief Executive Officer and senior financial officers
Suisse’s assets and resources; (Chief Financial Officer, head of Accounting or Controlling and persons performing
• Reporting any legal violations or other forms of misconduct in accordance with similar functions within Credit Suisse legal entities), such reports should be made to
Credit Suisse’s policies and procedures so that any such issues can be duly the Credit Suisse General Counsel or to the Audit Committee of the Board of
addressed; Directors.
• Preventing money laundering, terrorist financing and corruption. All members of the Board of Directors and the Executive Board personally endorse
this Code and pledge to uphold it at all times. They strive to make sure that it is
implemented as diligently and effectively as possible throughout Credit Suisse to
Adherence to this Code ensure that we can gain and maintain the trust of all our stakeholders and thus secure
our long-term business success.
Our most valuable asset is our reputation for integrity and fair dealing. It is our policy
that our employees report violations of laws, rules, regulations or this Code internally The members of the Executive Board and all senior financial officers must disclose to
so that such matters can be properly addressed. We encourage rep orts to be made
1 Source: http://www.credit-suisse.com/governance/doc/code_of_conduct_en.pdf

the Audit Committee of the Board of Directors full details of any personal or received as well as on measures taken.
professional transactions or relationships that could result in a significant conflict of
Persons outside Credit Suisse who wish to report violations of laws, rules and
interest with Credit Suisse or any of its businesses.
regulations or the Credit Suisse’s Code of Conduct may address their reports in
It is our intention not to grant waivers from or exceptions to this Code. Any waiver or writing directly to the Secretary to the Board of Directors of Credit Suisse.
exception of any provision of this Code for any member of the Bo ard of Directors or
Credit Suisse
the Executive Board or for any senior financial officers can be made only by the Audit
Ms. Béatrice Fischer
Committee of the Board of Directors and will be promptly disclosed as required by
Corporate Secretary
applicable law or applicable stock exchange regulations. Any waiver or exception for
GHB
any other employee can be granted only by the General Counsel of Credit Suisse.
CH-8070 Zurich
Switzerland
Whistleblower Process1
Reporting of potential legal, regulatory or ethical misconduct (Whistleblower
Process)
Our most valuable asset is our reputation for integrity and fair dealing. Credit Suisse
encourages its employees to report violations of laws, rules, regulations or the Code
of Conduct internally. Reports should be made directly to the relevant line managers
and the members of the Legal and Compliance department or, where appropriate,
directly to the corresponding higher level within Credit Suisse in accordance with our
policies and procedures. Reports may be made on a confidential, anonymous basis.
The Credit Suisse Integrity Hotline serves as another tool to escalate potential legal,
regulatory or ethical misconduct.
In the case of alleged violations by the Chief Executive Officer or senior financial
officers (Chief Financial Officer, head of Accounting or Controlling and persons
performing similar functions) reports should be made to the Credit Suisse General
Counsel or to the Audit Committee of the Board of Directors.
Retaliation against any employees for reports made in good faith is prohibited.
The Whistleblower process is subject to supervision by the Audit Committee of the
Board of Directors of Credit Suisse. It receives regular updates on significant reports
1 Source: http://www.credit-suisse.com/governance/en/pop_whistleblower.html:

75. Sony
CSR Report 2008 1 Education and training sessions that use e-learning, case studies and other
approaches presenting real-life examples also provide instruction both on business
Compliance ethics generally and on individual aspects of the Sony Group Code of Conduct that
are crucial to some or all of the Sony Group. Examples include education programs
Internal Hotline System regarding fairness in competition and business dealings, and training to avoid
discrimination and harassment in the workplace.
With the adoption of the Sony Group Code of Conduct, Sony also established the
Sony Group Compliance Hotline system as a resource for employees to report
concerns or seek guidance about possible violations of laws or internal policies, and to
allow the Sony Group to respond swiftly to potential risks of such possible violations.
The Sony Group Compliance Hotline system is available in the Americas, Europe, Code of Conduct²
Japan, East Asia and Pan -Asia, and is ready to receive the concerns of any Sony
Scope and Application
Group employee in any part of the world through a telephone call, e-mail or letter.
Each Sony Group company shall promptly take the necessary steps to adopt this
The Sony Group Compliance Hotline system is directly linked to the Corporate
Sony Group Code of Conduct including its amendments, if any, as its internal code of
Executive Officer in Charge of Compliance and is operated independently from the
conduct and assure that it is reviewed and understood by all of its directors, officers
ordinary line of command. Summaries of hotline calls and of the operation of the
and employees. Each company also must take appropriate steps to assure adherence
system are reported to senior management and the Audit Committee. Calls received
to this Code of Conduct, including establishing appropriate disciplinary procedures
are handled in line with established procedures, and callers who report issues in good
where violations of this Code will result in sanctions up to and including discharge.
faith will be protected from any possibility of retaliation.
Each company may adopt its own localized code, incorporating the substance of this
During fiscal 2007, the Sony Group received approximately 340 hotline contacts Sony Group Code of Conduct as may be modified to reflect requirements of local laws
covering issues relating to employment, labor, work environment, information and regulations or the social customs and characteristics of its business operations.
management, environmental protection and possible conflicts of i nterest and thefts. All Such localized code may include additional standards. However, in no event will any
contacts received are investigated for the purpose of verification and appropriate term of such localized code contradict or be more lenient than this Sony Group Code
action. In certain cases, these contacts have led to a review of internal procedures of Conduct. (The term “Sony Group Code of Conduct” shall, when used hereinbelow,
and the strengthening or enforcement of internal rules. include such localized code.)
Educating Employees about the Sony Group Code of Conduct and the Internal Communication of Concerns and Alleged Violations
Hotline System
Sony Group encourages all Personnel to voice concerns promptly, if they have a good
To ensure that all employees are aware of the Sony Group Code of Conduct and the faith belief that a policy, company operation or practice is or will likely be in violation of
internal hotline system, Sony Group companies inform their employees about the any law, regulation or internal company rule or policy, including this Sony Group Code
Code and hotline through the ongoing dissemination of e-mails, booklets, wallet cards, of Conduct. To facilitate communication and adequate handling of any such concerns,
posters, postings on the company’s intranet and/or feature articles in internal
newsletters.
1 Source: http://www.sony.net/SonyInfo/Environment/issues/report/2008/pdf/CSR2008E_all.pdf
²Source: https://www.sonystyle-europe.com/SonyStyle/mimes/openAccess/promotion/TC/ pdf/SGCC_en.pdf

Sony Group will establish and maintain hotline system(s) independent of ordinary
reporting structures. Personnel who come forward in good faith to report issues will be
treated fairly and respectfully. Sony Group will not tolerate any form of retaliation
against any such individuals, assuming they have not been involved in the violation,
and will endeavor to protect their anonymity as far as practicable.
It is the policy of Sony Group to compete in the marketplace on the basis of the
superiority and price competitiveness of its products and servic es. Commercial bribery
is illegal and subject to criminal sanction in many countries. Even in countries where
the local law does not prohibit such conduct, it is strictly prohibited by the corporate
policy of Sony Group for Personnel to make any payment to individuals employed by
current or prospective Sony Group customers, suppliers or other business partners for
the purpose of obtaining or retaining business, or for the purpose of obtaining any
other favorable business action. Further, it is also prohibited to accept any payment,
gift or entertainment that is intended to influence, or that appears to influence,
business decisions of Sony Group.
Great care must be taken in dealing with government officials; in many countries gifts
or payments to government officials are specifically prohibited by law. Some countries
assert extraterritorial jurisdiction for such laws regarding gifts or payments to
government officials. No gift or payment may be given to government officials, directly
or indirectly, for the purpose of, or that appears to be for the purpose of, seeking
favorable arrangements or action by such officials.
In addition to the foregoing standards, Personnel must observe local laws and
regulations, as well as applicable internal rules and policies set by each Sony Group
company with respect to giving and receiving gifts, entertainment and other benefits.

76. Telefónica
2007 Corporate Social Responsibility Report 1 Telefónica staff. In this regard, the Group has in place a number of features that
combine to create an appropriate control environment, in which the corporate
Business Principles message leaves no room for doubt that the Group is totally intransigent on the issue of
corruption and illegality.
How do we ensure their compliance
Measures taken in response to incidents of corruption
Business units analysed for corruption-related risks Nineteen employees were dismissed as a result of the cases mentioned above.
Based on the text of the United Nations Convention against Corruption signed by the No suppliers have been replaced or vetoed for reasons relating to corruption.
Telef ónica Group, we class the following as corruption: However, our agreements with two suppliers were terminated for breach of contract, a
• The deliberate falsification of financial/accounting information (not entering further four suppliers were penalised for the inappropriate use of materials belonging
accounts in the books, not recording transactions or recording them erroneously, to Telefónica, and the collaborating companies themselves dismissed 11 of their
recording non-existent expenses, recording expenses but incorrectly stating what employees for irregular conduct.
such expenses relate to, using false support documents or deliberately destroying The Management’s response to cases of fraud is generally appropriate and
accounting documents before the time stipulated under the law) proportionate to the situation.
• Money laundering This, combined with the factors described under anti-corruption procedures, helps to
• Giving or receiving bribes maintain a suitable control environment.
• Illicit enrichment or misappropriation of the funds or assets of the company Business Principles
• Acquisition, utilisation, transfer or concealment of goods that are known to be the "Under no circumstances will we offer or accept gifts, invitations, perks or any other
proceeds of crime incentives that could reward or influence a business decision".
• Participation in criminal activity or in its concealment "We will prevent or declare any conflict of interest that could place personal priorities
over shared priorities".
• Obstruction of justice
"We will behave with uprightness, and will never seek gain for our own benefit or that
of third parties through the inappropriate use of our position or our contacts at
Training on anti-corruption policies and procedures Telefónica".
All Group employees have knowledge and/or access to the Busin ess Principles "We will act as an institution with complete political neutrality, and will abstain from
(including the values approved by the Board of Directors) and to the corporate and taking direct or indirect positions either in favour of or against legitimate processes
individual company regulations governing processes such as those relating to and political players. In particular, we will not make donations in cash or in kind, of
decision -making, purchasing and contracts, payments and warehouse management. whatever nature, to political parties, factional organisations, movements or entities,
whether public or private, whose activities are clearly linked to political activity"
Moreover, the general environment of control is a particular feature noted by
1 Source:: http://www.telefonica.es/cr2007/rc2007/site/docs/cronline2007.pdf

Confidential line • We expect our employees and managers to act in a professional manner and in
accordance with the highest standards of integrity. Use of the confidential help
A further mechanism for monitoring compliance with the Business Principles is the
channels must be consistent with this responsibility.
establishment of a complaints line: the Business Principles Mailbox.
At Telefónica, all employees are free to ask questions, seek advice and raise queries
regarding compliance with the Business Principles and associated policies via the To date the service has handled 213 queries, mostly in response to information
confidential help channel available on the Business Principles web channel for requests and in some instances to convey inconsistencies observed in customer
employees. Suppliers and other interested parties can also access confidential dealings or supplier contracting. Telefónica O2 Europe has investigated ten claims of
channels through portals designed for communication with different stakeholders. breach of compliance and around 300 disciplinary actions have been taken.
This mechanism already existed in Europe to monitor 02’s Business Principles, whilst
in Latin America, offices were created in all countries with substantial operations from
existing Mobile offices. In all cases, the composition of regional offices mirrors that of
the corporate Business Principles Office. Questions may be submitted by name or
anonymously. Nonetheless, if the sender is identified, this can provide all sorts of
information that may help us to investigate and respond more thoroughly and
effectively to the complaint, question or suggestion raised.
All employees seeking advice or notifying an incident are treated with respect and
dignity, in accordance with the principles below:
• Confidentiality: the data and declarations submitted shall be examined in the
strictest confidentiality.
• Thoroughness: information received on potential breaches of our Business
Principles will be investigated thoroughly and fully to determine the accuracy of
the situation raised.
• Respect: the rights of those persons involved in potential breaches will be taken
into consideration at all times. Thus, prior to assessing situations brought to our
attention, the persons and/or employees affected shall have the right to convey
the reasons and explanations they may judge necessary.
• Basis: any decision adopted must be reasonable, proportionate and appropriate,
and take into account the circumstances and background to the facts.

77. UniCredit Group
2007 Sustainability Report1 At the time of the development of UniCredito Italiano S.p.A.’s Organizational and
Managerial model, a corruption risk map was made that included all Organizational
Anti-corruption and administrative responsibility: Legislative Decree 231/20016 Units in Italy. As a result of this assessment, approximately 11 Units were indicated to
In Italy, UniCredit Group’s strategy for the prevention of corruption is encompassed in be of high risk.
an Organizational and Management Model According to Provisions of Art.6 of During 2007 we have begun a new assessment to cope with the many changes in
Legislative Decree 231/2001 Establishing the Administrative Responsibility of UniCredit Group’s structure and to stay current with Legislative Decree 231/2001.
Companies (the “Model”).
To date, ten of the 115 existing Operational Units have been assessed. Sixty more
This Model is part of a wider Group policy that is enforced through initiatives that operational units will be assessed during the first few months of 2008.
involve all UniCredit Group employees. These initiatives seek to raise awareness of
each employee’s responsibility for the transparent and forthright management of the
company and its compliance with laws and upright business principles in the
workplace.
In order to enforce the Model, UniCredit Group has issued several internal regulations
which lay out the principles by which all employees are to conduct their daily working
lives.
In order to monitor corruption-related risk, the internal regulations adopted by the
UniCredit Group address certain activities in which the UniCredit Group could become
vulnerable and propose several steps in an effort to mitigate risk:
• In all interactions with public authorities, employees must strictly adhere to the
regulations set forth in the Integrity Charter and maintain a transparent, loyal and
collaborative approach;
• When public officials make site visits, two employees must be present, where
practical, in order to mitigate the risk of conduct that might improperly affect the
examiner.
Particular attention is to be paid to contributions to public officials that could be

construed as bribery. Contributions and sponsorships in particular are subject to a
strict authorization procedure.
1Source: http://www.unicreditgroup.eu/en/responsabilita/bilancio_sociale/ allegati/environmental_report_2007.pdf

:

78. BMW
Sustainable Value Report 2007/2008 1 The legal processing of the cases led to the conviction of employees of the BMW
Group in 2006/2007. In order to further reduce the risk of irregularities, the guidelines
Value increase and risk management for employees in the Purchasing Department as well as for 600 suppliers regarding
gifts and non-business events were specifically communicated once more in 2006.
Trust and clear responsibility
The company culture of the BMW Group is characterised by clear responsibility,
mutual respect and trust. And yet individual misconduct can never be totally excluded.
It is the goal of the BMW Group to minimise these risks throughout the corporation, to
the greatest extent possible and to uncover cases of corruption, bribery or blackmail
systematically. In accordance with the anti-corruption principle of the Global Compact,
the BMW Group has for years been implementing an internal control system whose
effectiveness is checked regularly and on the basis of risks. Moreover, employees in
the relevant divisions are increasingly sensitised to corruption.
The way in which employees should confront these risks is laid d own in the respective
company guidelines, the mission statement for employees and management of the
BMW Group, and in the guidelines of the long-term personnel policies. The risk of
corruption is reduced by organisational rules, for instance that everything should be
seen by more than one person and the basic separation between requesting
departments and Purchasing. Regular, obligatory job rotation in the Purchasing
Department, which is intended to prevent relationships of dependency, is supported
by the Human Resources Department. In addition, all units of the company are
regularly monitored by the Corporate Audit Department according to the standards of
the “Deutsches Institut für interne Revision” (German Institute for Internal Review),
with close attention to possible risks. The reviews are more frequent for processes
and areas of the corporation that exhibit higher risk – for instance in countries that are
more strongly affected by corruption.
The corporate audit provides the departmental functions with tools for risk control and
risk self-evaluation. An example of the efficiency of the internal control mechanisms
was the discovery of a case of corruption in the purchasing process of BMW AG in the
year 2005.
1 Source: http://www.bmwgroup.com/bmwgroup_prod/e/0_0_www_bmwgroup_com/verantwortung/publikationen/sustainable_value_report_2007/_pdf/SVR2007BMW_e.pdf

79. Procter & Gamble
2008 Sustainability Full Report1 Other Penalties

• Violating the law may expose you (and the Company) to substantial criminal
Governance
fines, prison terms and/or civil damages. For example, if you knowingly make a
written or oral false statement to an employee of the United States government,
Communicating Expectations to Employees you personally can be imprisoned for up to five years and fined up to US
Every employee — from senior management on down — is trained on the Company’s $250,000.00. The Company may not be able or willing to represent you in any
Worldwide Business Conduct Manual, which sets forth the Company’s commitment to criminal investigation or to protect you from these penalties.
conduct its business affairs with high ethical standards. Every employee is held Reporting violations
personally accountable for compliance and is provided several means of reporting any
concerns about violations. Report potential violations of applicable legal requirements or Company Worldwide
Business Conduct Standards in connection with Company business activities to any of
the following people:
• your manager or a higher-level manager in your management chain;
Worldwide Business Conduct Manual² • appropriate Finance & Accounting personnel;
General Information • appropriate Internal Controls personnel;

• appropriate Human Resources personnel;
Company Penalties
• the appropriate lawyer in the Company’s Legal Division;
Doing any of the following will subject you to appropriate discipline, up to and
including termination. • appropriate Corporate Security personnel;
• Violating the law or Company Worldwide Business Conduct Standards, or acting • the Secretary of The Procter & Gamble Company; or
against legal advice from appropriate Company Legal personnel, in connection • the Ethics Committee.
with your Company business activities.
• Intentionally withholding information about another person’s violation of law or
Company Worldwide Business Conduct Standards in connection with Company If you prefer, you can report potential violations anonymously by contacting the
business activities. AlertLine through one of the methods described on page 51. Although potential
violations involving members of the Board of Directors or executive officers can be
• Threatening or engaging in retaliation against an employee who reports a reported through any of the means listed above, potential
suspected violation of law or Company Worldwide Business Conduct Standards
by others in connection with Company business activities.
1 Source: http://www.pg.com/innovatingsustainability/PG_2008_Sustainability_Report.pdf
²Source: http:// www.pg.com/company/our_commitment/corp_gov/WBCMREDUCED_Single_Page.pdf

violations involving these individuals should be reported directly to the Secretary of What are the Worldwide Business Conduct Standards?
The Procter & Gamble Company. See the Summary of Resources section of this
(What do I need to do or refrain from doing?)
Manual for information on how to contact the Ethics Committee or the Secretary of
The Procter & Gamble Company. Don’t engage in commercial bribery of any kind.
Respect for all individuals is a fundamental principle underlying all of our actions. This Note: Receiving a bribe, such as an expensive gift from a potential supplier, is also
includes the responsibility every manager has to create an environment that allows prohibited, as described in the “Conflict of Interest” section of this Manual.
employees to report known or suspected violations without fear of retaliation. Any form
of retaliation or intimidation is contrary to our PVPs, to the principle of respect for all Improper Payments to Government Officials
individuals, and to our core values of integrity and trust. Any such behavior could
result in liability for the manager and the Company. Summary of Company policy statement
The Company prohibits improper payments to government officials. Improper
Bribery and Improper Business Dealings
payments are direct or indirect payments, whether in cash or in other things of value
Commercial Bribery (such as lavish entertainment), to a government official or political party in order to
influence acts or decisions, to receive special treatment or personal gain, or to obtain
Summary of Company policy statement or retain business. While certain minor payments to certain non-U.S. government
officials made to expedite or secure the performance of certain routine government
The Company does not engage in commercial bribery.
actions may not violate the law, employees must obtain the approval of the Legal
Commercial bribery is giving to, or receiving from, Company customers or suppliers Division prior to making such payments and any payments must be reported to
(or their representatives), any personal payments, bribes or kickbacks with the appropriate Company Tax personnel. All employees must abide by the U.S. Foreign
expectation or effect of obtaining more favorable business terms or opportunities than Corrupt Practices Act, as well as local laws concerning bribery.
would otherwise be available.
What are the Worldwide Business Conduct Standards?
What are some situations that raise concerns?
• An employee is asked to pay a commission that seems large in relation to the
• Don’t make improper payments to government officials, do consult with the Legal
services provided.
Division regarding the propriety of payments, and do report any such payments to
• An agent approaches a Company employee and explains that the agent has a appropriate Company Tax personnel.
“special relationship” with a certain customer or supplier and can arrange for the
• Don’t enter into any transaction where there is suspicion that third parties are
Company to receive preferential terms if the Company pays a fee to the agent.
making improper payments to government officials for an improper purpose.
• A customer’s inventory manager offers a Company employee distribution
exclusivity for a product category in return for a fee paid to that inventory
manager.

Money Laundering and Product Diversion Avoidance What are the Worldwide Business Conduct Standards?
Summary of Company policy statement
• Do make payments for goods and services provided to the Company only by
Money laundering is an attempt by individuals or organizations to hide the proceeds of Company check, draft, credit card, or other approved and documented transfer.
their crimes or to make those proceeds look legitimate. Diversion These payments should be payable to the person or entity legally entitled to
receive payment, unless an exception is approved in advance by appropriate
occurs when products sold by the Company are distributed into markets or sold to
Company Tax and Legal personnel.
customers other than originally intended in violation of a contract, law or regulation.
The Company forbids knowingly engaging in transactions that facilitate money • Don’t make payment to a person or entity in a country other than the country in
laundering or result in unlawful diversion. which the person or entity resides or does business, or has delivered the goods
or provided the services, unless appropriate Company Tax and Legal personnel
have determined in advance that such a payment will not violate applicable legal
Certain types of activity should trigger consideration of whether the Company is being requirements.
used to help launder money or divert products:
• Do conduct business only with customers that are willing to provide you with the
• Orders or purchases that are inconsistent with a customer’s normal business; information necessary for you to determine they are engaged in legitimate
business activities and are using funds derived from legitimate sources.
• Requests to make or accept payments in cash;
• Don’t accept third party checks for payment. Sales should be collected in checks,
• Unusually complex deal structures;
electronic transfers or money orders indicating the customer as the payer. The
• Deal or payment structures that appear to have no reasonable relationship to the use of cash should be kept to a minimum, with a mitigating circumstance being
underlying business transaction; the absence of a safe, secure local banking system.
• Unusually favorable payment terms; • Don’t ship customer orders in a manner inconsistent with standard procedures
unless an exception is approved in advance by appropriate Company Tax and
• Requests to make payments to, or accept payments from, third parties;
Legal personnel.
• Requests to make payments to, or accept payments from, a country where the
entity with which you are dealing does not do business;
• Excessive customer focus on shipment and title transfer terms for cross-border Conflict of Interest
transactions; or
• Requests to ship product to a country different from the country where the related
customer payments originate. • When an employee or a member of his/her household or immediate family, has a
significant financial or other interest in a person or company that competes with
the Company (small investments, such as minor stock ownership

that is part of a mutual fund or other pooled investment vehicle where the - Token Gifts that are minor in terms of the overall relationship with the
employee does not make the investment decisions, are not normally considered giver are generally not considered “significant.” Examples of these gifts
“significant”). may be t-shirts, inexpensive pens, mugs, cups, calendars, etc.
• When a member of an employee’s household or immediate family is a supplier or - Expensive Gifts, by their nature, are considered “significant” and
customer, or an employee of a supplier or customer, of the Company; or when an generally should not be accepted, except when it would be
employee or a member of his/her household or immediate family has a significant embarrassing or impolite to decline the gift. In these situations, the gift
financial interest in a supplier or customer of the Company. should be accepted on behalf of the Company and turned over for
Company use.
• When a member of an employee’s household or immediate family competes with
the Company or is employed by a person or company that competes with the - Event Tickets that are generally available to the public are generally not
Company. • When a member of an employee’s immediate family is an employee considered “significant.” This includes private box access to events
of the Company, and the employee is in a position to influence employment where general admission access is available to the public. Employees
decisions concerning that family member. may accept these gifts but must reimburse the giving party for the face
value of the ticket. If the gift is an access ticket with no indicated face
• When an employee has a romantic relationship with another employee who is in
value, reimbursement should be based upon the fair market value of the
a direct or indirect reporting relationship with him/her.
ticket. Employees should consult the Ethics Committee if there is any
• When an employee has a romantic relationship with a current or potential uncertainty regarding the status of any Event Tickets they have been
supplier, contractor or customer (or an employee of any such entity) when the offered.
Company employee has direct or indirect decision-making authority or influence
- Elite Event Tickets refers to the relatively small handful of elite events
with respect to the underlying business relationship.
where tickets are not realistically accessible to members of the general
• When an employee receives significant gifts or other significant consideration as public or are available only at a very high premium over face value.
a result of his/her position with the Company (apart from approved compensation Examples may include, but are not limited to: The Olympics, World Cup
paid by the Company). The terms “significant” and “significant consideration” refer championship matches, the Super Bowl, The World Series, Wimbledon
to items that are major enough that they could create the impression or tennis, The Masters Golf Tournament, league championship matches of
expectation (perceived, or otherwise) that the giver will be rewarded with top professional soccer leagues, and awards shows such as The Oscars
business, favoritism, or some other obligation from the employee or the and The Grammys. These Elite Event Tickets will be considered
Company. “significant consideration” in almost all cases. However, the Company
recognizes that there may be rare circumstances where an employee’s
- Business Meals that are minor in terms of the overall relationship with
attendance at one of these elite events can provide significant benefits
the giver are generally not considered “significant,” but the Company
to the Company. Therefore, employees may petition the Ethics
should pay for the meal expenses on a relatively equal number of
Committee for permission to accept these gifts at the invitation of a
occasions. As an example, a reception/dinner following attendance at a
person or entity with whom the Company has a business relationship.
trade event may be accepted.

If the Ethics Committee approves the employee’s attendance, the Our Values and Policies1
Company will pay the costs of the employee’s attendance to avoid the
impression or expectation (perceived, or otherwise) that the giver will be Respect in the Marketplace
rewarded with business, favoritism, or some other
- obligation from the employee or the Company. Employees should Commercial Bribery
consult the Ethics Committee if there is any uncertainty regarding the Commercial bribery is illegal and subject to criminal penalties in many countries,
status of any tickets (Event Tickets or Elite Event Tickets) they have including the United States. Any personal payment or bribe to individuals employed by
been offered. P&G’s customers or suppliers, or receipt of a bribe or personal payment by P&G
• When an employee is a director or officer of another company. This does not employees is strictly prohibited. Even in locations where such activity may not,
apply to positions with trade associations that an employee accepts at the technically speaking, be illegal, it is absolutely prohibited by Company policy. P&G
request of the Company, or positions with non-profit charitable or religious competition for business is conducted fairly and on the merits of our products and
organizations that do not interfere with an employee’ s work for the Company. services.
• When a member of the Board of Directors of the Company is a director or officer Business, Financial and Personal Relationships
of another company in violation of the provisions of the Company’s Corporate All employees are obligated to act at all times solely in the best interests of the
Governance Guidelines. Company. A conflict of interest arises when an employee has a personal relationship
• When an employee has an outside business or other interest that diverts or financial or other interest that could interfere with this obligation, or when they use
significant time or attention from his/her work for the Company, or that involves their position with the Company for personal gain. The Company requires that
ideas or opportunities that the employee became aware of as an employee of the employees disclose all potential conflicts of interest and that they promptly take
Company or that the employee developed as part of his or her employment with actions to eliminate the conflict when the Company requests them to do so.
the Company.
Respect in the Workplace
• When an employee is involved in or closely related to the purchase of a
commodity for the Company and s/he trades in that commodity for his/her Gifts, Entertainment and Gratuities
personal account.
We conduct our business on the basis of the superior value of goods and services we
• When an employee is involved with an outside business that engages in business buy and sell. Our policy on gifts, entertainment and gratuities is designed to preserve
transactions with the Company. and maintain P&G’s reputation as a global enterprise, which acts with integrity and
bases decisions only on legitimate business considerations. Receiving gifts,
entertainment or other gratuities from people with whom we do business is generally
not acceptable because doing so could imply an obligation on the part of the
Company and potentially pose a conflict of interest.
1 Source: http://www.pg.com/images/company/who_we_are/pdf/values_and_policies907.pdf

80. CVS Caremark
2007 CORPORATE SOCIAL RESPONSIBILITY REPORT1 Code of Conduct²

Corporate Governance Understanding Our Code of Conduct
Seeking Guidance and Reporting Issues

When you have an issue, the first step is to decide if you can handle the situation
yourself. You should begin by consulting applicable policies, procedures and the Code
of Conduct.
If you still need help, your supervisor is usually the best place to start. When that
choice does not seem reasonable, consider approaching another manager, your
department head or anyone else in your management chain. You may also take your
issue directly to Human Resources or another resource, as described at the end of
this Code, if that seems more appropriate to the situation.
However, at any time, you may use the CVS Caremark Ethics Line to report problems
or issues or ask questions. You may call the CVS Caremark Ethics Line anonymously
and toll-free at 1 -877 -CVS-2040.
Our Relationship with the Government
Conduct with Public Officials

We are committed to dealing with public officials according to the highest ethical
standards. Our conduct with public officials, including any political contributions or
business transactions, must comply with applicable laws and regulations and
Company policy, including disclosure requirements.
CVS Caremark policy prohibits giving or offering anything of value, directly or
indirectly, to a public official in order to influence official action or obtain an improper
advantage. “Anything of value” means not only cash, but also gifts, meals,
entertainment, political contributions, offers of employment or other benefits.
1 Source: http://www.cvscaremark.com/files/CVS_Caremark_CSR.pdf
²Source: http://media.corporate-ir.net/media_files/IROL/99/99533/corpgov/CodeofConduct03.pdf

Anti-Kickback Laws Our Relationships with Suppliers, Competitors & the Community
We comply with applicable federal and state anti-kickback laws and regulations.
These laws prohibit the payment or receipt of something of value that is intended to Gifts and Entertainment
encourage the purchasing, leasing or ordering of an item or service that may be
Giving and receiving reasonable gifts and entertainment is a customary way to
reimbursed under a government health care program, such as Medicare or Medicaid.
strengthen business relationships. This is an acceptable practice at CVS Caremark
The “something of value” can take many forms, such as cash payments,
under certain conditions.
entertainment, credits, gifts, free goods or services, the forgi veness of debt, or the
sale or purchase of items at a price that is not consistent with fair market value. It also Always exercise good judgment when engaging in entertainment that is part of your
may include the routine waiver of co-payments and/or co-insurance. work responsibilities. If you receive a gift of greater than nominal value, it must be
reported to your manager. Managers will be responsible for monitoring gift and
You should:
entertainment receipts and determining their appropriateness.
• Not routinely waive co-insurance or co-payments.
Typically permitted:
• Not compensate retail pharmacists or physicians to switch a prescription.
• Giving items of nominal value marked with CVS Caremark promotional labeling.
• Participation in unsolicited, reasonable entertainment (i.e. lunches, dinners,
The anti-kickback laws are complex. You should consult the Legal Department about tickets to a sporting event) provided the supplier attends with the CVS Caremark
whether it is appropriate to provide something of value to those we serve. employee. An employee may attend without the supplier if the supplier is
reimbursed for the full value of the event.
Bribery and Foreign Business Dealings
• Giving or accepting occasional gifts that are legal, not lavish and/or do not impair
We may not personally or through CVS Caremark give, or promise to give, anything of
our objective professional judgment.
value to a U.S. or foreign government officials, political candidates or agents, to obtain
business or special treatment for the Company. • CVS Caremark sponsored business-related events where lodging, meals, and in
some cases transportation and entertainment are provided, if the event is for a
Anti-Money Laundering
legitimate business purpose.
Money laundering involves hiding the origin of unlawfully gained money, for example
through drug transactions, bribery, terrorism or fraud. CVS Caremark is committed to
complying fully with all anti-money laundering laws and regulations. We will conduct Gift and Entertainment Don’ts:
business only with reputable customers involved in legitimate business activities, with
• Don’t give gifts to potential clients or accept them from suppliers during the
funds derived from legitimate sources. CVS Caremark takes reasonable steps and
bidding or contracting process, unless they are of strictly nominal value.
has established policies and procedures to prevent and detect unacceptable and
suspicious forms of payment, including money orders. • Don’t give gifts or entertainment that we should not accept ourselves.

• Don’t give or accept gifts or entertainment if even the appearance of a conflict of

interest exists.
• Don’t give or accept cash gifts, including gift cards.
• Don’t give gifts or provide entertainment of any type to government employees,
because they are generally prohibited by government guidelines from accepting.
Compliance & Integrity Program
Non-Retaliation
CVS Caremark prohibits retaliating against anyone for raising a legal or ethical
concern or cooperating with an investigation. Retaliation can also be against the law,
leading to potential civil liability and criminal penalties. No one may seek revenge
against, or try to “get even” with, any employee who makes a good faith report,
regardless of who is implicated. Retaliation is taken very seriously at the Company,
and if it occurs, it will result in discipline, up to and including termination of
employment.
Consequences of Wrongdoing
On and off the job, CVS Caremark expects all employees to comply with the law and
treat other people with respect, honesty, and courtesy. Disruptive, unproductive,
immoral, unethical, or illegal actions are NOT acceptable at CVS Caremark. A failure
by any employee to comply with laws or regulations governing CVS Caremark’s
business, this Code or any other CVS Caremark policy or requirement, may subject
CVS Caremark and the employee(s) involved to civil and/or criminal penalties or
prosecution. Noncompliance includes failure to properly supervise subordinates to
prevent and detect misconduct. It also includes knowing about violations, but failing to
report them. Additionally, such failure may result in disciplinary action against the
employee(s), up to and including termination of employment and, if warranted, legal
proceedings.

81. UnitedHealth Group
Principles of Ethics & Integrity - Your Guide to Business Conduct1 • HRdirect (800) 561-0861
• Corporate Employee Relations
Introduction
• The Legal Services Department
VIOLATIONS AND CONSEQUENCES
• UnitedHealth Group’s Ethics and Integrity Office
Failure to follow these Principles of Ethics and Integrity, any other company policies, The Ethics & Compliance HelpCenter by phone, 1-800-455-4521 or via the intranet
applicable laws and contractual obligations will compromise UnitedHealth Group’s
good name. Unethical or illegal acts cannot be justified by saying they were for the
good of the company or were directed by a higher authority in the company. No YOUR DUTY TO REPORT MISCONDUCT
employee is ever authorized to commit, or direct another employee to commit an
unethical or illegal act. In addition, employees cannot use a contractor, agent, To protect UnitedHealth Group’s reputation – as well as your personal reputation –
consultant, broker, distributor or other third party to perform any act not allowed by you must promptly report illegal or unethical conduct to an appropriate company
law, these Principles, any company policy or any applicable cont ractual obligation. representative. Failure to report suspected violations violates these Principles of
Ethics and Integrity and can lead to discipline.
The goal of these Principles is to promote proper conduct and avoid the need for
discipline. However, all violations of the law, these Principles , company policies and If you have any concerns about reporting the conduct to your manager or you have
contractual obligations will be taken seriously and may result in discipline, up to and done so and the conduct has not been corrected, contact one of the resources
including termination. identified above.
In addition, employees who commit criminal or illegal acts may face immediate Managers who receive reports of possible illegal or unethical conduct must take
termination and possible legal action. immediate action. The type of action that should be taken depends on the alleged
misconduct. The manager should carefully identify and involve all possible
Asking Questions and Reporting Misconduct stakeholders. If the matter involves employment issues or could affect an employee’s
employment status, the manager must contact HRdirect.
RESOURCES FOR QUESTIONS COOPERATING WITH INTERNAL INVESTIGATIONS
You may talk to your manager about any questions you may have and any action you If the company initiates an investigation to determine whether there has been illegal or
believe may violate these Principles, the law, company policies or any contractual unethical conduct, you must cooperate with the investigation and disclose all
obligation. If you are not comfortable talking with your manager or you have already information and records you are aware of that are relevant to or will assist the
done so and you think the problem has not been completely resolved, there are investigation. Failure to cooperate with an internal investigation violates these
several other resources you can contact, including: Principles and can lead to discipline.
• A more senior manager in the business unit CONFIDENTIALITY, RETALIATION AND FALSE REPORTS
• The business unit compliance officer To the extent possible, the company will take reasonable precautions to maintain the
1 Source: http://www.unitedhealthgroup.com/global/100-3168E&Iprinciples06.27.08.pdf

confidentiality of those who report an integrity or compliance concern. Offering or taking bribes, kickbacks, payoffs or other unusual or improper payments to
obtain or keep business is unethical, illegal and strictly forbidden.
Any retaliation against an employee who, in good faith, reports a suspected violation
of these Principles, company policies, the law or contractual ob ligations, is not allowed FAVORS
and should be immediately reported to HRdirect or the Ethics & Compliance
Do not accept discounts when buying a supplier’s or customer’s products or services
HelpCenter.
for personal use, unless the discounts are offered to UnitedHealth Group employees
Making malicious or purposely false reports also violates these Principles of Ethics in general. Never solicit or accept special treatment on loans, stock offerings, or other
and Integrity. services unless the treatment is available to all other employees.
ENTERTAINMENT AND TRAVEL
Business Courtesies
Entertainment is often helpful in building and maintaining business relationships.
GIFTS UnitedHealth Group employees may accept invitations for entertainment that is
reasonable in the context of the business, or that furthers the company’s interests. For
UnitedHealth Group’s gift policy embraces a “rule of reason.” As a general rule:
example, in most cases you may attend a cultural event, sporting event, or business
• You may accept gifts of nominal value, such as promotional items (T-shirts, meal with a business contact, or attend a supplier’s holiday or celebratory function.
mugs, baseball caps) given in the regular course of business. But, you should not But, generally you should not accept tickets for an event the business contact will not
accept small gifts on a regular or continual basis. be attending, such as tickets for a sporting or cultural event.
• Do not accept gifts of money or cash equivalents. Business courtesies involving travel and lodging are cause for more serious concern.
You should not accept travel or lodging without your manager’s consent.
• When giving gifts, make sure they are in keeping with the business relationship
and do not appear to be attempts to obligate or influence the recipient. You may not entertain guests, employees or customers where there is “adult
entertainment”, as this is not suitable for business purposes.
• Do not offer any gift, favor, travel or entertainment if it is against the policy of the
recipient’s organization. Many companies have policies that do not allow any GOVERNMENT EMPLOYEES
gifts.
There are very strict rules about what may be offered to government employees. The
• In the case of the government, the offer of anything, sometimes even a cup of rules depend on the nature of the relationship between UnitedHealth Group and the
coffee, may be against the law. And gifts to foreign government officials may government employee.
violate the Foreign Corrupt Practices Act (see Page 19).
If the government employee is a contract officer for a contract we have or are seeking,
• When in doubt, check with your manager, the Legal Services Department, the rules are very strict. In that case very little, if anything, can be offered to the
HRdirect or the Ethics & Compliance HelpCenter (1-800-455-4521). person. In some cases, you may not even be able to offer beverages or food during a
meeting.

If the person is a member of a legislative staff, you may be able to offer meals or Organization to establish procedures to detect, investigate eliminate and report fraud
entertainment without breaking the law – but you need to make sure you strictly follow and abuse. Each UnitedHealth Group’s Business Organizations’ policies and
any restrictions that apply.
procedures on detecting and preventing fraud, waste and abuse can be reviewed
f you have regular contact with government employees, you must know and carefully online on each Business Organization’s website.
follow the rules that apply to those employees.
UnitedHealth Group Business Organizations that receive or make payments of $5
Employee education about false claims million or more under a state Medicaid contract must coordinate with UnitedHealth
Group’s Ethics and Integrity Office to educate and train all of their employees on
WHISTLEBLOWER AND WHISTLEBLOWER PROTECTIONS federal and state false claims acts, the federal Program Fraud Civil Remedies Act of
1986 and whistleblower protections available under these laws.
The federal False Claims Act and some state false claims acts permit private citizens
International Business Practices
with knowledge of fraud against the U.S. Government or state government to file suit
on behalf of the government against the person or business that committed the fraud. Foreign Corrupt Practices Act
The laws also prohibit retaliation against an employee for investigating, filing or
The Foreign Corrupt Practices Act (FCPA) states that companies, including
participating in a whistleblower action.
UnitedHealth Group, must not offer, promise to pay, or approve the payment of money
EMPLOYEE ’S RESPONSIBILITIES or anything of value to foreign government officials or their representatives, parties or
candidates to influence the acts or decisions of foreign officials. Certain minor
UnitedHealth Group corporate policies on Detecting Fraud and Abuse require each
payments to foreign government officials made to speed up or secure the
UnitedHealth employee to comply with the requirements of these p olicies. In addition,
performance of “routine governmental action” may not violate the law. Always consult
each employee is required under these policies to report any suspected misconduct,
with the Legal Services Department before making or approving any such payment.
including suspected violations of the Company’s policies or procedures or federal or
state laws, as required by UnitedHealth Group’s Reporting Misconduct Policy. (See the Foreign Corrupt Practices Act Compliance Policy and Procedures)
UnitedHealth Group employees can make reports of potential impro per activities to
Sales & Marketing
their supervisor, the Legal Department, the Internal Audit Department or Corporate
Security. Anonymous phone calls can be made to a toll-free Ethics & Compliance One of UnitedHealth Group’s goals is to satisfy its customers with high-quality
HelpCenter: 1-800-455-4521. products and services at competitive prices. We must treat customers with honesty,
integrity, fairness and respect at all times, and we must make promises only when we
UnitedHealth Group expressly prohibits retaliation against employees who, in good
are reasonably sure we can keep them.
faith, report or participate in the investigation of compliance concerns, or who, in good
faith, investigate, file or participate in a whistleblower action. In our highly competitive marketplace, UnitedHealth Group can create a competitive
advantage by correctly representing products, services, benefits and prices. If we
BUSINESS ORGANIZATION RESPONSIBILITIES
make promises we can’t keep, hard-earned customer trust is lost. We also must not
UnitedHealth Group’s policy on Detecting Fraud and Abuse requires each Business create misleading impressions, omit important facts, or make false claims about our

competitors’ offerings.
While UnitedHealth Group needs to aggressively market and advertise its products
and services, we must do so while following “truth in advertising” laws. You must
never use illegal or unethical activities to obtain business, including offering bribes or
kickbacks.

82. Hyundai Motor
Ethics Management1 Hyundai-Kia Automotive Group operates²

We implement ethics management to gain trust from stakeholders and fulfill our social
responsibility.
We developed the Ethics Charter, Workplace Ethics, and Guidelines for Employees'
Behavior. Currently, we conduct Work Management Principles and Anti-bribery Policy.
In addition, we offer ethics education to executives and employees to help them make
a right decision in the face of an ethical dilemma. We conduct a cyber inspection and
operated the Ethics Committee to ensure compliance with ethics management
principles.
1Source: http://csr.hyundai-motor.com/download/Sustainability(ENG)_2008.pdf
²Source: http://audit.hyundai-motor.com/Eng/Common/html/cyber/protection.aspx

84. France Télécom
Code of ethics 1
guidelines governing our relationships
with respect to the environment in countries where the group operates

We respect the natural and cultural environments of the countries in which we
operate. Accordingly we take steps to be environmentally aware by controlling our use
of energy and other natural resources, and by taking environmental concerns into
careful consideration in all our businesses.
We promote the use of information and communication technologies to support
sustainable development and contribute to the well-being of the local communities in
which we operate. We comply with the laws and regulations in force in the countries
where we do business, and we expect our employees to do the same. Whenever we
provide universal service or services in the public interest, we undertake to commit the
resources required to faithfully fulfil our mission. In no circumstances do we finance
political parties or organisations whose purpose is primarily political. The France
Telecom Group does not tolerate corruption.
guidelines governing individual conduct
How do I put these principles into practice in my professional activity in my

relationships with customers and suppliers ?
Whether a Director or a member of staff, I behave with loyalty, impartiality and
integrity in my dealings with customers and suppliers. I refrain from soliciting gifts or
perks, and do not accept anything of more than token value. I abstain from engaging
in illegal practices of any kind and do not participate in acts of corruption.
If I negotiate agreements with third parties, I take adequate and appropriate measures
to ensure that the information provided and representations made are accurate.
Moreover, before making commitments that are binding to the group or one of its
affiliates, I make every effort to ensure that the technical, legal and other aspects of
the agreement are properly set out.
1 Source: http://www.orange.com/en_EN/tools/boxes/documents/att00003804/0705470_ORANG_charte_gb.pdf

85. Vodafone
Corporate Responsibility Report 1 Government Official by purporting to act in a private capacity or by the fact that
he or she serves without compensation.
Anti-corruption Compliance Guidelines
• “UK Anti-Corruption Laws” means the common law offence of bribery and the
substantive anti-bribery and accounting provisions of the Public Bodies Corrupt
Introduction Practices Act 1889, the Prevention of Corruption Acts 1906 and 1916, and the
The commitment of Vodafone Group Plc ( “Vodafone”) to the highest ethical and legal Anti-Terrorism, Crime and Security Act 2001.
standards extends to its business dealings throughout the world. This commitment is
well established as one of our Values, through the Business Principles and our “Doing
what is right” initiative. This anti-corruption compliance guidance is intended to build Applicable Laws and Regulations
on this commitment by raising awareness of the relevant international laws, standards While many laws apply to both domestic and foreign business actions, the Applicable
and principles in order to ensure compliance by Vodafone Group Plc, its subsidiary Laws and Regulations focus on corruption in international business activities and
companies and all directors, officers and employees within the Vodafone Group with warrant particular emphasis. The Applicable Laws and Regulations prohibit improper
the anti-corruption Business Principles. payments – including bribes, gifts, or promises to give anything of value for improper
Definitions purposes – to Government Officials to obtain business or any other benefit. The
Applicable Laws and Regulations also require companies to keep accurate financial
The following definitions apply: records and institute internal controls to ensure compliance.
• “Applicable Laws and Regulations” means and includes the UK Anti-Corruption The OECD Convention on Combating Bribery of Foreign Public Officials in
Laws, the substantive anti-bribery and accounting provisions of the U.S. Foreign International Transactions dated 21 November 1997 requires the signatory countries
Corrupt Practices Act, as amended and the substantive provisions of the OECD to criminalise bribery and to minimise the opportunities for bribery through strict
Convention on Combating Bribery of Foreign Public Officials in International accounting, record-keeping and reporting procedures. Individual signatory countries
Transactions dated 21 November 1997. may have implemented anti-corruption legislation that is more onerous than this
• “Government Official” means (i) any officer or employee of a government, convention requires and any such legislation is beyond the scope of these guidelines.
department (whether executive, legislative, judicial or administrative), agency or However, individuals must familiarise themselves with domestic legislation in addition
instrumentality of such government, including a regional governmental body or a to the Applicable Laws and Regulations.
government-owned or government-controlled business, or of a public
international organisation, (ii) any person acting in an official capacity for or on Violating these laws can result in significant civil penalties for the company and for you
behalf of such government, department, agency, instrumentality or public personally and may even result in criminal penalties, including multi-million dollar fines
international organisation; (iii) any candidate for a political or government office or and imprisonment.
appointee to such office; or (iv) any political party or party official. For purposes of In the event of any conflict between any of the Applicable Laws and Regulations, the
this definition, an “instrumentality” of a government means any entity in which a most stringent will apply.
government has direct or indirect majority ownership or over which it exercises
affirmative control, directly or indirectly. A person does not cease to be a
1Source: http:// www.vodafone.com/etc/medialib/attachments/cr_downloads.Par.31853.File.dat/200708%20Vodafone%20CR%20Report.pdf

The following guidelines generally describe these laws and will help you recognise Prohibitions on Indirect Payments
issues of concern.
It is also illegal to pay any person when you know or even have reason to know that
Please call the Group Legal Department for advice on specific issues related to these all or part of that payment will or may be channelled to a Government Official, political
laws. It is important to remember that, although private sector bribery is not party, or candidate to help obtain business or any other benefit. For example:
specifically covered by these guidelines, it is illegal in most jurisdictions and carries
• You may not pay an agent, or other third party, unless you are comfortable,
criminal penalties. Our Business Principles state that “No form of bribery, including
having made due enquiry, that such third party will not make contributions on
improper offers or payments to or from employees will be tolerated”.
Vodafone’s behalf to a political candidate in order to secure that candidate’s
Prohibitions on Direct Payments support for Vodafone initiatives
The Applicable Laws and Regulations prohibit a company or its representative from • You may not hire an agent, or other third party, unless you are comfortable,
paying or offering anything of value to any Government Official to persuade that having made due enquiry, that such third party will not make payments or gifts to
official to help the company obtain business or other benefits. The Applicable Laws Government Officials to increase the likelihood that Vodafone will receive official
and Regulations bar payments even if: (1) the benefit flows to someone other than the approval for new licences.
party making the payment; (2) the business desired is not with the government; (3) the
payment does not result in an award of business; or (4) the Gove rnment Official
initially suggested the payment. For example: Procedures for Hiring Third Parties
• You may not pay a building inspector to approve a new facility that does not meet Because Vodafone could be held responsible for payments made by intermediaries,
local building codes we must be careful in hiring and dealing with third parties, such as consultants and
agents. The following factors are “red flags” to consider before hiring any third party:
• You may not entertain a Government Official to convince that official to award or
renew a licence • The transaction involves a country known for a high incidence of corrupt
payments
• You may not give goods or services to a manager of a government-affiliated
enterprise to encourage that manager to do business with Vodafone • The agent’s commission exceeds an objectively reasonable market rate
• You may not offer employment or other benefits (such as travel expenses or gifts) • The agent is appointed late in the process
to a family member of a Government Official in order to influence a decision
• A customer recommends the agent’s appointment
• You may not give a campaign contribution to a political candidate in return for that
• The agent lacks the facilities that one would normally expect to find.
candidate’s promise to vote for legislation that will benefit Vodafone’s business in
his or her country.
It is important for Vodafone to conduct a suitably detailed investigation to ensure that
any third party will not engage in any improper practices. The scope and extent of

such an investigation will vary depending upon the circumstances of each proposed • Health and safety
transaction. Each of the following factors is a “red flag” that warrants further
• Human rights
investigation:
• Political contributions and lobbying
• The agent objects to anti-corruption representations and warranties in
commercial agreements or responds negatively when told of such requirements • Transparency.
• The agent has a personal or family relationship with a Government Official
• The agent requests unusual payment arrangements, such as payment in cash, The Business Principles set a policy of zero tolerance on bribery and corruption. Our
payment in another country’s currency, or payment in a third country Anti-corruption Compliance Guidelines help ensure employees comply with all
applicable anti-corruption laws and regulations. We have also introduced an anti-
• A reference check reveals the agent’s flawed background or reputation
bribery online training course.
• The agent requires that his or her identity not be disclosed. Seek advice from the
Awareness
Group Legal Department whenever particular questions arise relating to third
parties that Vodafone has hired or is considering hiring. In particular, if any “red Embedding the Business Principles across the Group is vital to ensure they are
flags” arise or exist during the appointment process, advice from the Group Legal effectively applied. Individual local operating company Chief Executives are
Department must be sought before the third party is appointed. responsible for ensuring application of our Business Principles in their companies.
This is part of the process of embedding CR within Vodafone.
Our Duty to Report policy ensures all employees are aware of their obligation to report
Ethics any suspected incidents of dishonesty, financial malpractice, illegal activity or
breaches of Vodafone’s Business Principles or policies.
Business principles
The Business Principles and Duty to Report policy are included in induction material,
Our Business Principles define how we intend to conduct our business and our online training and team briefings. We are working to ensure our suppliers also
relationships with key stakeholders. They require employees to act with honesty, comply with the Business Principles through our Code of Ethical Purchasing and
integrity and fairness. supplier assessments.
The principles cover ethical issues including: Reporting violations
• Bribery and corruption Employees can report any potential violations of the Business Principles to their line
manager or local human resources manager in the first instance. Alternatively, they
• Conflicts of interest
can raise concerns anonymously to our Group Audit Director or our Group Human
• Data protection Resources Director via an online whistle-blowing system. For more information on
violations reported in 2007/08, see our performance.
• Environment

Our Duty to Report policy applies to suppliers and contractors as well as employees. cards and other equipment. Other incidents involved manipulation of customers’
Concerns can be reported either by contacting Vodafone’s Group Fraud Risk & accounts (182 cases) and unauthorised release of customer information (67 cases).
Security Department directly, or via a third party confidential telephone hotline service.
The increase in reported cases of internal fraud is due to improved reporting
The line is available 24 hours a day. All calls are taken by an independent
methodology across the Group. Each operating company now reports monthly by
organisation with staff trained to handle calls of this nature.
business area and by type of fraud or crime. This enables us to identify and share
Vodafone is committed to completing a timely investigation, follow-up and resolution of best practices across the Group. We will use this information to roll out an internal
all issues reported. Any cases of fraud reported relating to more than €20,000, or fraud and crime reduction and awareness programme to all operating companies from
affecting two or more operating companies, are referred to Group Fraud, Risk and April 2008. This will tackle the issues of opportunity, motivation and rationalisation of
Security. Operating companies deal with smaller cases locally. fraud.
Performance 2007/08 Supply Chain
We have introduced an anti -corruption training programme Whistle-blowing
The online course explains to employees how to ensure they comply with Vodafone’s Our ‘Duty to Report’ policy applies to all Vodafone employees, and provides suppliers
anti-corruption policy and relevant business principles, and anti-corruption law as it with a means of reporting concerns, including corruption, fraud, poor labour or
applies to Vodafone. Over 582 employees from 11 operating companies have environmental practices, governance issues and community matters. A whistle-
registered for the course since it began in 2007/08, 282 of whom had completed the blowing mechanism was first launched for suppliers in 2006/07 under the ‘Speak Up’
course by 31st March 2008. initiative, which has since been incorporated into the Duty to Report programme.
We have introduced a Group Duty to Report policy The programme provides two alternative routes for raising issues: either by contacting
Vodafone’s Group Fraud Risk & Security Department directly or via a third party
Rolled out in April 2007, the new policy requires all employees, contractors and
confidential telephone hotline service. The line is available 24/7. All calls are taken by
suppliers to report any ethical concerns. The policy makes it mandatory to report
an independent organisation with staff trained to handle calls of this nature.
incidences of dishonesty. Failure to report a concern could lead to disciplinary action.
The Duty to Report Policy is consistent with European and universal human rights Vodafone is committed to completing a timely investigation, follow-up and resolution of
standards, the UK Public Interest Disclosure Act and the US Sarbanes-Oxley Act. all issues reported.
We have continued to monitor and tackle cases of internal fraud For more information, see ethics.
A total of 615 reported cases of breaches of ethics, internal fraud or other internal Anti-money laundering policy
dishonesty resulted in 429 employees and 186 contractors being d ismissed or
It is the policy of the Board of Vodafone Group Plc to ensure that appropriate controls
receiving their final warning in 2007/08, compared with 445 the previous year. Of
are in place to detect any form of money laundering relating to the proceeds of any
these 615 cases, 7 related to incidents of fraud exceeding €20,000. The remaining
crime and the financing of terrorism. All reference to anti-money laundering includes
608 disciplinary cases related to incidents below the value of €20,000. A considerable
counter-terrorist funding.
number of these incidents (216 cases) related to theft of money or handsets, SIM

Corporate hospitality policy The Audit Committee shall take all action it considers appropriate to investigate any
breaches reported to it. If a breach has occurred, the Company will take such
It is the policy of the Board of Vodafone Group Plc to set clear boundaries for
disciplinary or preventive action as the Board of Directors deems appropriate, after
accepting as well as providing gifts, entertainment or any other form of reward in
consultation with the Audit Committee.
relation to third parties. Company and Group functions should have a process in place
for recording attendance at events. This process should be documented and visible. Specifically, the Company will follow the following procedures in investigating and
enforcing this Code and in reporting on the Code:
• Breaches and potential breaches will be reported by the Group General Counsel
and Company Secretary to the Audit Committee.
Governance – Code of ethics1 • The Audit Committee will take all appropriate action to investigate any breaches
Compliance reported to it.
It is the Company's policy to comply with all applicable governmental laws, rules and • If the Audit Committee determines that a breach has occurred, it will inform the
regulations. It is the personal responsibility of each Relevant Officer to, and each Board of Directors.
Relevant Officer must, adhere to the standards and restrictions imposed by those • Upon being notified that a breach has occurred, the Board will take or authorise
laws, rules and regulations, including those relating to accounting and auditing such disciplinary or preventive action as it deems appropriate, after consultation
matters. with the Audit Committee, up to and including dismissal or, in the event of
Reporting and Accountability criminal or other serious violations of law, notification of the SEC or other
appropriate law enforcement authorities.
The Audit Committee of the Board of Vodafone Group Plc is responsible for applying
this Code to specific situations in which questions are presented to it and has the • Any changes to or waivers of this Code will be disclosed in the Company's annual
authority to interpret this Code in any particular situation. Any Relevant Officer who report on Form 20-F.
becomes aware of any existing or potential breach of this Code is required to notify
the Group General Counsel and Company Secretary promptly. Failure to do so is itself
a breach of this Code.
Specifically, each Relevant Officer must:
• Notify the Group General Counsel and Company Secretary promptly of any
existing or potential violation of this Code.
• Not retaliate against any employee or Relevant Officer for reports of potential
violations that are made in good faith.
1 Source: http://www.vodafone.com/start/about_vodafone/corporate_governance/code_of_ethics.html

87. Kroger
2008 Sustainability Report1 improperly influence any Kroger representatives in the performance of their job
responsibilities. Bribes, cash payments and business gifts and entertainment of
Vendor Standards more than token value are expressly prohibited. Vendors must refrain from
In order to work with Kroger, vendors and their contractors in the U.S. and other engaging in any conduct that may appear improper or may result in a conflict of
countries are expected to operate in a manner that respects the rights of people and interest when viewed from Kroger’s point of view.
to abide by our Code of Conduct. This Code requires that they not engage in any • Vendors and their contractors must maintain written records evidencing
labor practices that violate the laws and regulations of the country where the products compliance with the provisions of this Code of Conduct and must make those
are manufactured or assembled. records available to Kroger upon request.
This Code of Conduct, which follows the U.S. Department of Labor regulations and
the Fair Labor Standards Act, is an integral part of all Kroger purchase orders and
includes the following:
• Child, indentured, involuntary or prison labor must not be used or supported. The Kroger Co. Policy on Business Ethics²
• Workers may not be exposed to unreasonably hazardous, unsafe or unhealthy Bribery
conditions.
Bribery in any form is forbidden in the conduct of the business of the company. No
• Workers may not be unlawfully discriminated against on the basis of race, color, company funds are to be used, directly or indirectly, for any bribe, kickback or other
religion, gender, national origin, age, disability or sexual orientation. unlawful payment. No outside consultant, attorney, accountant or agent of any other
nature may be used or employed in any manner that would be contrary to this policy.
• The workplace must be free from harassment, which includes sexually coercive,
Fees, commissions and expenses paid to agents should be based upon reasonable
threatening, abusive or exploitative conduct or behavior or harassment because
standards for the services rendered.
of one’s race, color, religion, gender, national origin, age, disability or sexual
orientation. Follow-through
• Workers at all times must be treated fairly, with dignity and respect. The Kroger Co. Policy on Business Ethics must be understood and implemented in
everyday business practice throughout our company. Managers are encouraged to
• Wages paid to workers must meet or exceed legal and industry standards.
maintain an "open door" policy for any associate who may have a question about
• All vendor workers performing work within the United States must be legally ethics. At the same time, we expect all our associates to be open and completely
eligible for employment in the U.S.A. under the U.S Immigration Laws. Vendors candid with management about questions of complying with this policy. Associates are
must require and review, prior to each non-U.S. citizen employee’s assignment, reminded that the time to bring up a question of ethical behavior is before the fact,
documentation establishing such eligibility for all vendor workers who perform rather than after the fact. Never hesitate to talk to a supervisor about a question of
services for Kroger within the U.S. business conduct, no matter how small or insignificant it may seem to be.
• Vendors may not engage in any conduct likely, intending or appearing to
1 Source: http://www.thekrogerco.com/documents/KrogerSustainReport08.pdf
²Source: http://www.thekrogerco.com/documents/EthicsPolicy.pdf

There are other ways we will make attention to this policy an integral part of managing Conflicts of interest
our business. These steps include:
The term "conflict of interest" describes any circumstance that could cast doubt upon
• at least once a year, associates should review the Policy on Business Ethics an associate's ability to act with total objectivity regarding the company's interests.
booklet to ensure that the policy is fully understood; Associates should avoid situations in which there is, or may seem to be, a conflict
between the personal interests of the associate and the interests of the company.
• managers will investigate any suspicion that unethical or illegal activities are
taking place and call upon the General Counsel for assistance; While it is impossible to anticipate every potential conflict, here are a few examples:
• all corporate officers, presidents, vice presidents, department heads and others • ownership in concerns with which the company competes or with which it does
who are responsible for purchasing or selling goods, services or supplies will sign business (other than modest investments in stocks listed on a recognized
a statement every year affirming a knowledge and understanding of Kroger's securities exchange or on NASDAQ);
Policy on Business Ethics and will respond to related questions contained in the
• buying, leasing or selling property from or to the company or near locations
statement; and
known to be of interest to the company;
• the company periodically will provide ethics training to associates to reinforce this
• accepting payments, services or loans from, or rendering consulting services to,
policy.
persons or concerns dealing or contemplating dealing with the company or in
competition with the company;
The Vice President of Corporate Auditing of the company and the company's • similar activities or interests by members of your immediate family;
independent certified public accountants will immediately report any violations or
• the active commitment of time devoted to the management of any other business
suspected violations of this policy on business ethics that come to their attention as a
enterprise that would take time away from the associate's normal work schedule.
result of conducting audits of the company. With your support, we can ensure that
violations of this policy are called to the attention of the appropriate Kroger officials.
Concealment of violations is in itself a violation of this polic y.
Associates should not accept, directly or indirectly, any entertainment, gifts or services
If we are to hold ourselves to these high standards, each of us must understand that from any supplier or potential supplier that would appear to influence an associate's
the company's best interests are our own best interests and that we are expected to judgment. Such circumstances should be viewed as they would if all of the details
exercise good judgment as well as moral courage in matters of investigation and were to be made completely public. Cash and cash equivalents, including gift
reporting covered in this document. certificates and gift cards, should never be accepted.
Like our policy on business ethics itself, the system we have devised to assure From time to time invitations are offered to attend special events that usually involve
compliance will be subject to change and revision over time. The company has no similar offers to large numbers of people from the retail food business. In other
intention of overcomplicating our business lives with unnecessary procedures. But at instances, a supplier may sponsor an outing or meeting. Associates who accept such
the same time, all associates are expected to adhere to these policies.

invitations, or feel that it would be in the best interests of the company to do so, should contact any corporate officer, up to and including the President or Chairman of the
discuss the matter with their immediate supervisor in advance. If the invitations involve Board, to report such concerns.
air travel or overnight stays, the associate should obtain the advance approval of the
The Audit Committee of the Board of Directors has established a toll-free hotline (800-
operating unit President or responsible corporate officer. Consideration should be
689-4609) and email address (helpline@kroger.com) for the anonymous submission
given to whether such attendance, being approved, should be viewed as personal or
of concerns.
whether it would advance the interests of the company. In the latter case,
reimbursement of expenses would be appropriate. Samples and advertising or Detection of improprieties
promotional materials that are reasonable to the time and circumstances are
All associates are obligated to report to the company any inappropriate use of
permitted.
company assets, violations of law or this policy, or other similar improprieties, and are
Associates may not benefit personally from any purchase of goods or services for the encouraged to report any concerns they have regarding any possible improper
company or derive any personal gain from transactions made on behalf of the conduct. Each operating unit has established and will maintain procedures designed
company. Premiums awarded by suppliers will be considered the property of the to facilitate such reporting to a designated department or individual.
company. Any premium received by an associate should be turned over to the
The procedures are communicated clearly to all associates in the operating unit and
company. These premiums may then be handled in accordance with accepted
include a statement that associates may contact the Vice President of Corporate
company practice. Associates who win contests or drawings sponsored by a supplier
Auditing as an alternative means of reporting any concerns. The Audit Committee of
must notify their supervisors, who will determine if the result appears improperly to
the Board of Directors has established a toll-free hotline (800-689-4609) and email
influence associates in favor of the sponsor. If it does not, the associate may keep the
address (helpline@kroger.com ) for the anonymous submission of concerns. Kroger
prize. Otherwise, it must be delivered to the company.
will not take any adverse action against any associate in retaliation for the proper and
Each year, employees, including officers, are asked to submit statements covering lawful reporting of improprieties.
any entertainment, gifts or services that they have accepted. All items that have been
accepted should be reported at that time, whether previously discussed with a
supervisor or not. This report helps to ensure the company compl ies with applicable
policies and laws. It also allows the company to provide any nec essary guidance.
Violation of this policy may result in disciplinary action.
Associates who may have a conflict of interest should contact their supervisors. If
there is any doubt, the supervisor should contact the General Counsel for assistance.
If the situation is found to present a conflict, it should be resolved promptly. If it cannot
be resolved, the associate may be subject to termination.
Associates who become aware of facts that lead them to believe that other colleagues
may be involved in inappropriate conduct should immediately make those facts known
to their supervisor or other responsible officials of the company. Associates also may

88. Nokia
Nokia CR Report 2007 1 Reporting inappropriate business behavior

Employees are encouraged to report any potential violations of the Code of Conduct,
Ethics
either to their manager or via our confidential reporting system. Details of how to
report potential violations confidentially and anonymously - either by email or mail -
Code of conduct
are available on our website.
Our Code of Conduct sets out how we intend to do business. It commits us to the A comprehensive investigation of serious allegations will be conducted by the relevant
highest standards of ethical conduct in everything we do. manager, overseen by more senior managers. Confirmed violations must be corrected
The Code covers issues such as human rights, conflicts of interest, bribery and immediately and are subject to disciplinary action up to and including termination of
corruption, discrimination and safe workplace practices. It also commits us to monitor employment.
the ethical performance of our suppliers and to consider environmental issues.
The Code is continually reviewed and updated where necessary to take into account
emerging issues and changes to the business.
Nokia Code of Conduct²
Every Nokia employee is required to comply with our Code of Conduct in all their
business activities. High ethics means success
Training and awareness Nokia is strongly committed to the highest standards of ethical conduct and full
compliance with all applicable national and international laws. This includes, for
Managers and HR representatives are responsible for ensuring employees are aware
example, labor conditions, antitrust and promoting fair competition, prevention of
of the Code of Conduct and its importance. They make it clear that Nokia is serious
bribery and corruption, good corporate governance, the protection and recognition of
about its ethical goals and emphasize that employees must support each other to
copyright, company assets and other forms of intellectual property.
achieve them.
No tolerance on corruption
The Code of Conduct is available in 32 languages for employees a round the world.
Nokia employees must avoid any activity that can lead to a conflict of interest. This
We require all our employees to complete training on the Code of Conduct. In 2007,
includes, but is not limited to acceptance and giving of personal gifts or hospitality to
we focused on raising awareness among factory employees. To achieve this, we
or from Nokia stakeholders, other than gifts of nominal value of less than EUR 100 or
provided resources including classroom training and additional computers to enable
reasonable hospitality given in the ordinary course of business. Local and national
employees to take our online training course. Approximately 98% of employees
laws take precedent if stricter.
across Nokia have now completed a Code of Conduct e-learning course.
People working for Nokia as external employees - or contractors - are also familiarized
with the Nokia Code of Conduct at the beginning of their work for the company.
1 Source: http://www.nokia.com/NOKIA_COM_1/Corporate_Responsibility/CR_Report_2007/Nokia_CR_Report_2007_Printable.pdf
²Source: http://www.nokia.com/NOKIA_COM_1/Corporate_Responsibility/Ethics/Tools/Code_of_conduct/Nokia_Code_of_conduct.pdf

Nokia and its employees will not pay nor offer to pay bribes or illicit payments to employee’s Legal or Business Controller, with a copy being sent to the Assistant
government officials or candidates, or other parties, in order to obtain or retain General Counsel. The Assistant General Counsel can also be contacted directly.
business. Nokia does not provide financial support to political parties or other political
• Furthermore, the employee may report an issue directly, confidentially and
groups.
anonymously to the Nokia Board of Directors, its non-executive members or sub-
Nokia employees must not profit, nor assist others to profit, from opportunities that are committees through an electronic channel and a physical mailing address, both
discovered through the use of corporate information or position. Nokia employees available on the company’s website. In particular, issues related to Nokia’s
must not use corporate assets for other than legitimate business or other authorized accounting, internal controls, or auditing matters are to be addressed to the Audit
purposes. Nokia employees must also not engage in any activity which competes with Committee/Nokia Board of Directors.
the business of the company.
Implementation
Regardless of the reporting channel, all allegations of potential violations of this Code
Nokia’s compliance commitment in this Code extends to all matters, including made in good faith will receive a fair and comprehensive investigation conducted with
decisions relating to trade, investment, subcontracting, supplying, business the relevant internal and/or external assistance.
development, and in all other business and employment relationships. Nokia’s
Acts inconsistent with this Code must be promptly corrected and are subject to
approach to implementing this Code of Conduct is active, open and ethically sound.
disciplinary action, up to and including termination of employment. Nokia will ensure
Although difficult questions of interpretation may arise, Nokia will do its utmost to
that there will be no adverse work-related consequences for any employee making
resolve any identified ethical, legal, environmental, employment, and human rights
complaints of violations of this Code.
issues consistent with this Code of Conduct.
It is the responsibility of each Nokia employee to promote this Code of Conduct. The
Nokia Ethics Office exists to support employees in all questions relating to this Code.
Nokia employees are always encouraged, when possible
and feasible, to raise questions and report issues relating to the Code of Conduct with
their superiors. It is the responsibility of all Nokia superiors to support their teams in
matters relating to the Code.
It is the responsibility of each Nokia employee to report on vio lations of this Code:
• Nokia employees may report violations of the Code to their superior. It is the
responsibility of all Nokia superiors to give advice on the proper procedure in
case of violations.
• Any issue involving a potential violation of the ‘ No tolerance of corruption’ section
in the Code, or any applicable legal rules or regulations, should be reported to the

89. TyssenKrupp
Compliance Program 1 Compliance Commitment of the Executive Board of ThyssenKrupp AG²

Compliance Program In respect of corruption and antitrust violations, the Executive Board of ThyssenKrupp
AG has issued the following ThyssenKrupp Compliance Commitment which
Compliance, in the sense of measures to ensure adherence to statutory provisions
unequivocally expresses its stance on compliance with the corresponding laws and
and internal company policies, is a key management duty at ThyssenKrupp. The
Group policies:
company's Groupwide compliance activities focus on antitrust law and anticorruption
policies. ThyssenKrupp stands for technological competency, innovation, customer orientation
and motivated, responsible employees. These factors are the basis of our high
The ThyssenKrupp Compliance Program was introduced directly after the merger of
reputation and the long-term economic success of the Group in global competition.
Thyssen and Krupp in 1999. It has been regularly reviewed and revised as necessary
ever since. Corruption and antitrust violations threaten these success factors and will not be
tolerated (zero tolerance).
In April 2007 the Executive Board of ThyssenKrupp AG unequivocally reiterated its
rejection of antitrust violations and corruption and to this end issued the For us, bribes and cartel agreements are not a means of winning business. We would
ThyssenKrupp Compliance Commitment: Antitrust violations and corruption are not rather forgo a contract and fail to reach internal goals than act against the law.
tolerated in the ThyssenKrupp Group (zero tolerance). The ThyssenKrupp
With its compliance program, ThyssenKrupp has taken wide-ranging measures to
Compliance Commitment is supplemented by various Group policy statements and
ensure compliance with corruption and antitrust regulations and the Group Policies
publications which explain the underlying statutory provisions in more detail and make
based thereon. Infringements will not be tolerated and will result in sanctions against
them more specific for the Group and its employees.
the persons concerned. All Executive board members and managing directors, all
The segments are responsible for implementing the Compliance Program. Their legal senior executives and other employees must be aware of the extraordinary risks
and compliance departments hold regular training sessions to inform employees about which corruption and antitrust violations can signify for ThyssenKrupp as well as for
the relevant statutory provisions and internal policies and are available to answer them personally.
individual questions. Classroom training sessions are supplemented by a Groupwide
All employees are requested to cooperate actively in their areas of responsibility in
interactive e-learning program, which around 20,000 Group employees have taken
implementing the ThyssenKrupp compliance program.
part in to date.
The Compliance Program and its implementation are reviewed by the competent
ThyssenKrupp Compliance Officer in consultation with Corporate Internal Auditing.
Insofar as there is any evidence of infringements of the ThyssenKrupp Compliance
Program, this is looked into and investigated. ThyssenKrupp employees can report
concerns about possible violations to their supervisor or legal/compliance department.
In addition, the so called Whistleblower Hotline is available for reporting compliance
infringements, with the identity of the informant, remaining confidential on request.
1 Source: http://www.thyssenkrupp.com/en/konzern/compliance.html
²Source: http://www.thyssenkrupp.com/en/konzern/commitment.html

Whistleblower Hotline1
The ThyssenKrupp Whistleblower Hotline is available to employees of the
ThyssenKrupp Group to report possible infringements of laws or policies, in particular
antitrust violations and corruption, affecting companies of the ThyssenKrupp Group.
Third parties (customers, suppliers, etc.) may also use the hotline. This represents an
additional facility for alerting the company to evidence of legal infringements.
Naturally, the option of informing supervisors or the legal department directly remains
available. The ThyssenKrupp Whistleblower Hotline can in principle be contacted
from anywhere in the world and is toll-free. Information can be submitted by telephone
or e-mail. Depending on the informant's location, various contact data are available.
The information is received by the international law firm Simmons & Simmons or a
partner law firm appointed by them and forwarded to the company who investigates it
internally. On request the informant receives an assurance that the information will be
passed onto ThyssenKrupp without revealing his/her identity. ThyssenKrupp will also
ensure that no employee is disadvantaged solely because he/she passed on
information according to his/her best knowledge via the hotline.
If an internal investigation finds that the information received is accurate, the
employee concerned will be confronted with the allegations and further measures may
be taken on a case -to-case basis (internal audits, involvement of authorities, sanctions
under labor law). If the information proves unfounded, the internal audit is completed
and the information received will be treated in accordance with the data protection
rules (deleting of personal data).
The law firm Simmons & Simmons acts exclusively on behalf of ThyssenKrupp. No
legal advice is given by Simmons & Simmons to employees or third parties.
1 Source: http://www.thyssenkrupp.com/en/konzern/whistleblower_start.html

91. Toshiba
Corporate Social Responsibility Report 2008 1 Toshiba’s Risk-Compliance Committee chaired by the Chief Risk-Compliance
Management Officer (CRO), acting in cooperation with the divisions concerned,
Compliance and Transparency determines and implements measures to deal with major risks, avert emergence of
new risks, and prevent recurrence. In-house companies and group companies
Risk Management and Compliance Policies and Structure worldwide have put in place similar riskcompliance management structures.
Toshiba is striving to ensure compliance with laws and regulations, social norms and Risk Management and Compliance Education
ethics, and internal rules throughout its worldwide operations. Indeed, accordance of Education on the Toshiba Group Standards of Conduct plays a pivotal role in ensuring
the top priority to human life and safety and to compliance in everything we do compliance. Apart from providing new employees, managers, etc. with education
underpins our commitment to promoting business activities through fair competition appropriate to their responsibilities, we hold seminars for directors and executive
and serving the interests of customers to the best of our ability. officers, with lawyers and other specialists invited as speakers. Also, we provide e-
We consider thorough adherence to the Toshiba Group Standards of Conduct (SOC) learning for all employees on a continuous basis.
— a statement of principles informed by the Basic Commitment of the Toshiba Group In fiscal 2007, initiatives to strengthen compliance education included the publication
— to be the foundation of compliance. All our subsidiaries have adopted the SOC and of booklets on SOC designed to enhance the awareness of employees of subsidiaries
we are inculcating the same throughout Toshiba Group worldwide. Every year, priority overseas.
themes on compliance are set in light of business circumstances and promoted. By
implementing a Plan-Do-Check-Action (PDCA) cycle of self-assessment, not only at Also, we created new educational materials with easy-to-understand case studies on
Toshiba but also at group companies worldwide, we are stepping up our efforts to compliance appropriate for different work positions.
ensure compliance. We introduced ethical education for engineers in fiscal 2006 to raise engineers’
In fiscal 2007, setting compliance with antitrust legislation worldwide and prevention of awareness of the central importance of fairness and integrity in their work. In fiscal
bribery overseas as priority themes, we established new guidelines and implemented 2007, engineers overseas received this education, and e-learning was provided to
a stricter mechanism for ensuring compliance, including education, monitoring and engineers at group companies in Japan.
mechanisms designed to preclude violations. Enhanced awareness of employees
Any violation of compliance is handled conscientiously, including appropriate and The Legal Affairs Division exchanges information with the Corporate Audit Division
timely disclosure as well as the imposition of disciplinary sanc tions on the offenders. regularly in order to clarify the state of implementation with respect to the various
It is a matter of profound regret to us that one of our group companies which violated compliance measures. Based on the actual situation, steps are taken to enhance the
the Antimonopoly Act in the course of bidding for medical systems was imposed upon effectiveness of management audits and the audit results are reflected in compliance
a cease and desist order by the Japan Fair Trade Commission. We are resolved to measures.
prevent recurrence through strict enforcement of the above-mentioned compliance Every year Toshiba conducts an intranet-based employee survey on the Toshiba
measures. Group Standards of Conduct (SOC). The results are used in formulating measures for
1 Source: http://www.toshiba.co.jp/csr/en/report/pdf/report08_all.pdf

raising awareness on compliance. According to the results of the fiscal 2007 survey, SOC for Toshiba Group Directors and Employees
97.3% (97.1% for fiscal 2006) of respondents replied that they comply with the SOC.
Directors and Employees shall:
While the survey results indicate employee awareness on compliance as trending
• not provide false information, such as false estimates of contract prices, to any
upward, we will continue to implement measures to reinforce this positive trend.
governmental agency or its officials (hereinafter including past officials);
Whistleblower System
• not engage in bid obstruction or any related activities or any activities that may
In January 2000, Toshiba introduced a whistleblower system, namely, “Risk Hotline”. result in suspicion of engaging in such activities;
Using the system, employees can report their concerns or seek advice via the intranet
• not engage in competitor coordination on orders or any related activities or any
or by phone so that internal risk information is directly obtained in advance and any
activities that may result in suspicion of engaging in such activities;
breach of compliance is either prevented or nipped in the bud.
• refrain from making improper payments to any governmental agency or its
In accordance with the Toshiba Group Standards of Conduct, which requires Group-
officials, such as entertainment, gifts or gratuities prohibited by the SOC for
wide companies to establish in -house information reporting systems, group
“Improper Payments”;
companies around the world have also introduced such systems.
• not disclose confidential information received from government sources in such a
In April 2006, with the enactment of the Whistleblower Protection Act in Japan,
manner as to breach any obligation of secrecy; and
Toshiba introduced the “Clean Partner Line”, a whistleblower system for suppliers and
other business partners. Introduction of similar systems is underway at group • when hiring former government officials, strictly examine the candidate in
companies in Japan. accordance with laws and regulations and internal regulations of the
governmental agency in which he or she worked, and, after hiring such
Due care is exercised so that whistleblowers do not suffer any disadvantage.
candidate, not allow him or her to engage in marketing activities for such
governmental agency.
Toshiba Group of Standards 1 Improper Payments

Government Transactions
Toshiba Group Corporate Policy
Toshiba Group Corporate Policy
Toshiba Group Companies shall observe prohibitions on payments illegal or improper
Toshiba Group Companies shall engage only in conduct that does not violate local under generally accepted sound business practices.
laws, regulations, company rules on marketing activities toward governmental
agencies or breach the terms of any contract with a governmental agency. SOC for Toshiba Group Directors and Employees
Directors and Employees shall:
1 Source: http://www.toshiba.co.jp/csr/en/soc/all.htm#SOC0404

• neither make nor offer, either directly or indirectly, any payment or anything of • The Chief Implementation Administrators, the divisions responsible for risk-
value, whether in the form of compensation, business entertainment, gift, compliance matters and supervisors who receive Risk Compliance Information
contribution, gratuity, or other form, that is illegal or unacceptable under generally must respond and act promptly and appropriately.
accepted sound business practices, in any dealings with any governmental
• Directors and Employees who provide Risk Compliance Information for good
agencies, their officials, or members of any political party (including holders of a
reason and in good faith must not be treated disadvantageously on the grounds
political office or candidates for such office);
that they provided such information.
• refrain from offering cash or other benefits to representatives of foreign
governments as a means to gain unlawful benefits or profits when conducting
international business transactions; Disciplinary Action
• ensure that reasonable compensation and all necessary terms and conditions are Any conduct in violation of these SOC shall be subject to disciplinary measures up to
specified in advance when working with intermediaries, such as distributors or and including dismissal, according to and as set forth in each Toshiba Group
agents, and observe all measures required by the applicable laws and regulations Company's Disciplinary Rules/Staff Handbook.
of each country or region for such compensation;
• respect the established practices of any customer, government entity or other
party, as well as all applicable laws and regulations, regarding the provision of or
the restrictions or controls over the acceptance of business entertainment, gifts or
other business courtesies by its employees or officials; and
• refuse participation or contributions by antisocial groups (i.e., groups that engage
in any type of criminal activity or are deemed otherwise to be disruptive or pose a
threat to society) in our business activities, and not promote their activities.
In -house Information Reporting System and Protection of Information Providers

• Toshiba Group Companies shall establish an in-house information reporting
system to ensure that Toshiba Group Directors and Employees are able to report
Risk Compliance Information directly to Chief Implementation Administrators or
the division responsible for risk-compliance matters.
• Directors and Employees of each Toshiba Group Company are to report any Risk
Compliance Information they have to their supervisors immediately or provide
such information using the in-house information reporting system.

92. Repsol YPF
ETHICS AND CONDUCT REGULATION FOR REPSOL YPF EMPLOYEES 1 Anti-bribery and anti-corruption measures
Repsol YPF employees may not directly or indirectly make or offer any payment in
CODE OF CONDUCT FOR ALL EMPLOYEES
cash or in kind or any other benefit to any person in the employment of another public
or private entity, member of a political party or candidate for a public office with the
Gifts and favours
intention of unlawfully obtaining or maintaining businesses or other benefits.
Repsol YPF employees may not, accept any gifts, services or favours of whatsoever Similarly, they may not directly or indirectly make or offer any payment in cash or in
nature offered by virtue of their position by any other person or entity that could affect kind or any other benefit to any person in an effort to persuade that person to abuse
their impartiality or affect a commercial, professional or admin istrative relationship. any real or apparent influence to obtain a business or other benefit from any public or
Similarly, in addition to Article 6.15 below, Repsol YPF employees may not directly or private entity.
indirectly offer gifts, services or whatsoever other favours to customers, partners or Nor may they directly or indirectly make or offer any payment in cash or in kind or any
any other persons or entities having or that may have relations with the company with other benefit to any person if it is known that all or part of the money or payment in
a view to exercising an unlawful influence over those relations. kind will be directly or indirectly offered or delivered to any public or private entity,
For application of this provision, gifts shall be permitted if they: political party or candidate to public office for any of the purposes contemplated in the
preceding two paragraphs.
(i) are permitted by prevailing legislation in force in each country, by the ethical
principles of their respective cultures and by internal regulations; and Repsol YPF employees may not make facilitation payments, consisting of the delivery
of money or any other item of value, regardless of the amount, in exchange for
(ii) do not contradict the values of ethical conduct and transparency adopted by guaranteeing or expediting the course of a formality or processing by any court, public
Repsol YPF; and authority or official body.
(iii) are not detrimental to the Company’s image; and Apart from the consequences of infringing this Rule set out in clause 7, and other
(iv) are delivered or received according to common commercial practice or a consequences unrelated to employment, default of the provisions set forth herein may
generally accepted social custom, or are objects or gifts with a token or cause considerable damage to the reputation of Repsol YPF.
economically insignificant value. Money laundering and payment irregularities
In order to preclude and prevent the laundering of any capital obtained through
Any gifts or services offered to or received by Repsol YPF employees that do not criminal or unlawful activities, Repsol YPF employees shall pay special attention in
meet the above conditions and, therefore, are not permitted, must be refused or any cases in which there is any indication of a possible lack of integrity of the persons
returned, provided this will not cause serious offence to the person or company or entities with which they conduct business. They also have a general duty to comply
sending them, in which case the Area Manager should be informed. with the applicable legal provisions. The cases contemplated in this clause include,
among others:
1 Source: www.repsol.com/imagenes/es_en/26_04_2006_Norma_Etica%20_Conducta%20_Ingles__tcm11-127560.pdf

(i) apparently abnormal cash payments considering the nature of the transaction, Donations may not be made to any political party or representatives thereof, save in
payments made by bearer cheques and payments made in currencies other than cases expressly contemplated in the applicable laws and regulations.
those specified in the contract, agreement or invoice;
Any Group company that makes a donation shall follow-up the contribution made, as
(ii) payments made to or by third parties not named in the corresponding contract or far as it is able, with a view to determining the use or application made thereof.
agreement;
BREACH AND FAILURE TO COMPLY WITH REGULATIONS
(iii) payments or debits in an account that is not the usual account for transactions
The Ethical Values included in this Regulation are the cornerstone of the
with a certain person or entity, whenever the destination of the funds transferred
commitments that Repsol YPF has undertaken with its shareholders, partners,
is not known;
customers, vendors, employees, and society. Repsol YPF will promote compliance
(iv) payments to persons or entities resident in tax havens or into bank accounts with this Regulation through its distribution, specific training of its employees and
opened with offices or branches situated in tax havens; through its system of compliance and supervision.
(v) payments to entities in which, by virtue of their legal regime, it is not possible to Repsol YPF employees may inform the heads of their Area of any breach or violation
identify their shareholders or ultimate beneficiaries; of the conducts reflected in this document. They may also address the Ethics
Committee, which is responsible for management of the system of oversight and
(vi) extraordinary payments not contemplated in the contracts or agreements.
compliance of this Regulation. Repsol YPF will not condone any reprisals with respect
to those employees who, in good faith, communicate any type of non-compliance, and
will impose sanctions, pursuant to labor regulations currently in force, for those non-
Donations and welfare projects
compliances or violations representing any work infraction, without prejudice of other
As part of its commitment to the progress and well being of the communities in which responsibilities that may concur.
it operates, Repsol YPF contributes actively to their development through donations
and cultural and welfare projects.
In accordance with this commitment and its values of integrity and transparency, all
donations made by any of the companies in the Repsol YPF Group must:
a) Have all necessary internal and external authorisations.
b) Be made to well-known, morally upright entities having an adequate
organisational structure to guarantee proper administration of the funds.
c) Be accurately stated in the company’s accounting books and records.
d) Not be used as a means to cover up an undue payment or bribery.

93. Boeing
Ethical Business Conduct Guidelines 1 If you have any questions concerning these requirements, contact the Law
Department.
Additional business compliance issues
Political contributions
Anti-bribery -- Foreign Corrupt Practices Act Under the Federal Election Campaign Act (FECA) and as modified by the Bipartisan
Campaign Reform Act (BCRA), The Boeing Company is prohibited from making
Boeing is committed to fair and open business conduct throughout the world. political contributions, including in-kind contributions, to the campaigns of candidates
Underlying this commitment is the conviction that businesses should compete on the for federal office. Under the laws of certain states, the Company also is prohibited
basis of price, quality and service, and in full compliance with applicable law. One of from making political contributions to the campaigns of candidates for state offices.
the applicable laws is the Foreign Corrupt Practices Act (the FCPA). This United The company will not make contributions to candidates for federal offices or
States law prohibits U.S. companies and their representatives from trying to obtain or contributions to candidates for state or local offices in states where corporate
retain business by offering improper gifts or payments to foreig n officials. contributions are prohibited. Under federal election law, national political party
Specifically, the FCPA makes it unlawful for Boeing or any Boeing officer, director, committees may not solicit or accept corporate contributions and The Boeing
employee, or agent to corruptly offer, pay, give, promise to pay or give, or authorize Company is prohibited from making them. The Company is permitted to establish and
the payment or gift of money or anything of value, to any foreign government official administer a separate segregated fund (a political action committee or PAC).
for the purpose of influencing an act or decision or securing an improper advantage in The Boeing Company Political Action Committee (BPAC) was established by the
order to help Boeing obtain or retain business. A similar prohibition applies to a Company in accordance with federal law. BPAC is governed by a committee
payment or gift to a foreign political party or party official or to a candidate for foreign comprised of company employees. BPAC makes political contributions solely from the
political office. contributions it receives from its members, who are employees of the Company
The FCPA applies to a wide variety of situations, including payments to foreign eligible to be solicited for and to make contributions under federal election law.
government officials, payments to foreign airline officers, relationships with foreign Under the Foreign Corrupt Practices Act (FCPA), The Boeing Company is prohibited
representatives and consultants, charitable and political contributions, maintenance of from corruptly offering to pay, pay, give, or authorize the payment of money, gift or
books and records, procurement payment procedures, and industrial participation other thing of value to any foreign political party, official of a foreign political party, or
transactions. candidate for foreign political office for the purpose of influencing an act or decision or
A violation of the FCPA may subject Boeing and Boeing employees to criminal or civil securing an improper advantage in order to help Boeing obtain or retain business. As
liability or both, including imprisonment and substantial penalties and fines. A violation a matter of policy, The Boeing Company will not make or offer monetary or in-kind
of the FCPA could also subject Boeing to administrative sanctions such as suspension political contributions to foreign political parties, foreign political party officials,
or debarment from government contracting and ineligibility for export licenses. candidates for foreign political office, or foreign political advocacy groups.
As a result, each employee has the responsibility to fulfill the Boeing commitment to Certain states and localities permit the Company to make contributions to candidates
comply with the FCPA, including the duty to seek interpretation or assistance when in and political parties. The Company makes political contributions in such states and
doubt. localities when the Company believes contributions to be in
1Source: http:// www.boeing.com/companyoffices/aboutus/ethics/ethics_booklet.pdf

the best interests of the Company. The Company also makes contributions in support could lead to illegal or unethical actions, or the appearance of impropriety, and avoid
of, or in opposition to, specific ballot issues in which the Company has a substantial such situations. All employees should feel comfortable taking appropriate action
interest. against illegal, improper, or unethical behavior of others. If an employee is unsure of a
specific action, it is his or her responsibility to ask questions and seek guidance. In
The Company makes corporate political contributions under the supervision of the
addition, employees should report all unethical behavior to their managers or Ethics
Boeing board of directors in compliance with applicable laws and regulations.
Advisors.
Authority to approve political contributions has been delegated to the Chief Executive
Officer who, in turn, has delegated authority to approve specific contributions to the Retaliation against employees who raise genuine concerns will not be tolerated.
Senior Vice President, Washington D.C. Operations. All political contributions are Retaliation against any employee is cause for appropriate corrective action, up to and
recommended by the Government Relations organization and are reviewed by the including dismissal.
Vice President and Assistant General Counsel, Washington D.C. Operations before
Managers must be familiar with the enterprisewide standards of conduct required of all
they are approved by the Senior Vice President, Washington D.C. Operations.
employees and the resources and processes available to assist in the resolution of
Contributions are decided on a bipartisan basis with the overriding purpose of
questions and concerns about business ethics. Managers are expected to advocate
supporting candidates and committees who share the Company’s position on issues
the Boeing values and Code of Conduct requirements, periodically discuss ethics and
of importance to its business and its shareholders.
business conduct issues, review standards of conduct with employees, and ensure
Representative government depends on the political election process. The Company that employees are aware of these standards and the legal requirements relevant to
encourages its employees to participate in the political election process by voting. their work. Managers should maintain a work environment that encourages open and
Employees may choose to make personal political contributions as appropriate within honest communication regarding ethics and business conduct issues and concerns.
the limits established by law. Under no circumstances, however, will any employee be Managers are also responsible for taking appropriate and timely corrective action for
compensated or reimbursed in any way by the Company for a personal political conduct in violation of the standards.
contribution.
Employee concerns should be directed to management or an Ethics Advisor. The
PRO-43, “Company Involvement in Political Activities,” addresses compliance with ethics program helps employees to obtain guidance, resolve questions, express
laws and regulations that govern company involvement in political activities, including concerns, and report suspected violations of the standards of conduct and law.
political contributions. If you have questions about these requirements, you should
consult the Law department. Offering of Business Courtesies Company Procedure PRO-6
Ethics and Business Conduct program Company Procedure PRO-3 Summary
Summary The Boeing Company deals with its suppliers and customers in a fair and impartial
manner; business should be won or lost on the merits of Boeing products and
Responsibility for the company’s commitment to integrity rests with each employee. All services. Any employee offering a business courtesy must ensure that it is ethical,
employees are expected to adhere to the highest standards of ethical business legal and complies with all applicable Boeing policies and procedures. If your job
conduct and to know and comply with Boeing policies and procedures while places you in a position to offer or approve the offer of business courtesies, you
performing company responsibilities. Employees must be sensitive to situations that should be familiar with this Procedure 6 and with any rules that may determine

whether the intended recipient can accept them. Employees may not ask for a business courtesy. In addition, employees may not
accept business courtesies when there is an actual or perceived expectation that the
A business courtesy is a present, gift, hospitality, or favor for which fair market value is
donor may want something in return, may be attempting to gain an unfair advantage,
not paid by the recipient. A business courtesy may be a tangible or intangible benefit
or may be trying to influence an employee to do things that might violate laws.
such as meals, drinks, entertainment, recreation, door prizes, honoraria,
transportation, discounts, promotional items, or use of a donor's time, materials, In deciding whether to accept a gift, employees are expected to use good business
facilities, or equipment. judgment and ask questions when in doubt. Employees should not accept a gift if they
would be uncomfortable discussing it with their manager, co-workers, or a newspaper
Any employee who offers or approves the offer of a business courtesy must ensure
reporter. When in doubt about accepting a business courtesy, contact your manager
that it is proper and that the business courtesy cannot reasonably be interpreted as an
or Ethics Advisor.
attempt to gain an unfair business advantage or that could otherwise reflect negatively
on the reputation of Boeing or the recipient. An employee may not use personal funds Where to go for help
or resources to do something that cannot be done with Boeing resources.
If you have questions after reading the appropriate section in this booklet, there are
Specific requirements and restrictions apply regarding the offering of business several other sources you may contact for help. The company expects all employees
courtesies to government employees, officials, and representatives, as well as officials and others who support the work of The Boeing Company to ask questions, seek
and representatives of foreign governments. guidance, express concerns, and report any suspected violations of the established
standards of business conduct. The company will not tolerate retaliation against
Rules for business courtesies are complex, and each situation must be evaluated
employees who use the resources of the Ethics and Business Conduct program for
carefully. Primary approval authority is vested in business management. Ethics
reporting ethical concerns.
Advisors and the Law Department are available to assist in properly resolving issues
concerning business courtesies. Management
Feel free to approach your supervisor or manager with whatever ethical concern or
Acceptance of Business Courtesies Company Procedure PRO-8
question you might have. Your management might refer you to another resource, but
Summary under most circumstances they should be your first point of contact.
Ethics Advisors
A business courtesy is a gift, hospitality, or favor from persons or firms with which
Boeing may do business. Ethics Advisors are Boeing employees who serve as independent counselors. They
have access to top management and are well versed in Boeing values and the Boeing
All business courtesies offered to and accepted by Boeing employees are gifts
Ethical Business Conduct policy and related procedures.
belonging to Boeing; employees should not assume that they may keep a business
gift for personal use. Generally, an employee may keep a busines s courtesy only They are responsible for advising Boeing employees on matters of ethical concern
when acceptance of the courtesy promotes successful working relationships and and for helping them to resolve ethical dilemmas. Names and telephone numbers of
goodwill for Boeing interests, conforms to the reasonable and ethical practices of the Ethics Advisors are listed on the Boeing Web at
marketplace, does not create actual conflict of interest or divided loyalty, and does not http://ethics.whq.boeing.com/needa.html.
create the appearance of an improper attempt to influence business decisions.

The Boeing Ethics Line team to recommit to the Boeing values and to discuss personal, co-worker and
customer responsibilities. Recommitment is led by senior executives and includes
The Boeing Ethics Line is also available to help you with your ethics questions and to
leadership affirmation and participation at all levels of the organization.
enable you to report concerns you might have about possible misconduct.
The Boeing Code of Conduct certification occurs annually. Employees certify once a
Phone: 1 -888-970-7171
year that they will adhere to the Code of Conduct, which outlines the ethical business
Mail code: 14-14
conduct required of employees in the performance of their company responsibilities.
TDD/TTY: 1-800 -617-3384
Individuals certify that they will not engage in conduct or activity that may raise
E-mail: ethicsline.ethics@boeing.com
questions as to the company's honesty, impartiality or reputation or otherwise cause
The Ethics and Business Conduct home page embarrassment to the company, among other things.
You can access this page at http://ethics.whq.boeing.com/. You’ll find useful The annual Ethics Challenge training educates employees about situations they might
information about the Boeing Ethics and Business Conduct program. Included are the face in daily business using specific case scenarios. Participants answer questions
summaries and full texts of the Boeing Ethics procedures, a listing of the Ethics about ethical dilemmas; then learn which is the best answer and why. This training,
Advisors, and a Conflict of Interest Determination form. which is administered by managers, is typically completed in a group setting.
Ethics 1 Boeing Ethics Line: 1-888-970-7171²

Education and Awareness The purpose of the Ethics and Business Conduct program is to:
The Boeing Company is committed to fostering an environment where integrity is • Communicate the Boeing Values and standards of ethical business conduct to
valued and forms the foundation for every decision. This environment includes a employees
culture in which open and honest communication is expected and employees at all
• Inform employees of company policies and procedures regarding ethical business
levels appreciate and understand the importance of demonstrating highly ethical
conduct
behavior.
• Establish companywide processes to assist employees in obtaining guidance and
Although maintaining ethical behavior is woven throughout our daily communications
resolving questions regarding compliance with the company's standards of
and activities, the company conducts three mandatory and educational activities
conduct and the Boeing Values
annually as reminders about our commitment to ethics and business conduct
standards at Boeing. Annual activities include Recommitment to Ethics, Code of • Establish companywide criteria for ethics education and awareness programs
Conduct and the Ethics Challenge.
The Recommitment to Ethics event is a designated time for employees to gather as a
1 Source:
http://www.boeing.com/companyoffices/aboutus/ethics/education.htm
²Source: http:// www.boeing.com/companyoffices/aboutus/ethics/hotline.html

Company Policy POL-2 "Ethical Business Conduct" commitment to integrity and values as set forth in the Boeing values and Code of
Conduct and to ensure compliance with laws, rules, and regulations. These programs
POL-2 applies to all employees of The Boeing Company, including subsidiaries,
will inform employees of company policies and procedures regarding ethical business
contingent labor, consultants, and others acting for the company ("employees").
conduct and help them to resolve questions and to report suspected violations.
Boeing will conduct its business fairly, impartially, in an ethical and proper manner, in Managers are responsible for supporting implementation of ethics and business
accordance with the company's values and Code of Conduct, and in full compliance conduct programs, and monitoring compliance to the company's values and ethical
with all laws and regulations. In the course of conducting company business, integrity business conduct guidelines through such programs. Managers are responsible for
must underlie all company relationships, including those with customers, suppliers, creating an open and honest environment in which employees feel comfortable in
and communities and among employees. The highest standards of ethical business bringing issues forward. Retaliation against employees who raise genuine concerns
conduct and compliance are required of Boeing employees in performance of their will not be tolerated.
company responsibilities. Employees must not engage in conduct or activity that may
How to Reach the Boeing Ethics Line
raise questions as to the company's honesty, impartiality, or re putation or otherwise
cause embarrassment to the company. Conduct that is prohibited under Boeing policy The Boeing Ethics Line listens to and acts on concerns expressed by employees and
or does not comply with laws and regulations may not be accomplished on an others about possible violations of company policies, laws, or regulations such as
employee's behalf by anyone outside the company. improper, or unethical business practices, and health, safety, and environmental
issues. Employees are encouraged to communicate their concerns, as well as ask
All employees must sign and abide by the Boeing Code of Conduct, which requires
questions about ethical issues. The Ethics Line is available to all Boeing employees,
that they understand the code, and ask questions, seek guidance, report suspected
in all payrolls, from anywhere in the company, including subsidiaries. It is also
violations, and express concerns regarding compliance with this policy and the related
available to concerned individuals outside the company.
procedures.
• Toll free telephone: 1-888-970-7171
To support the requirement for complete and accurate financial records and reporting,
all employees of the Finance organization have an additional Cod e of Conduct for • TDD/TTY: 1-800-617-3384
Finance.
• Fax: 1-888-970-5330
In addition, the Board of Directors of The Boeing Company has adopted a Code of
Ethical Business Conduct that complies with the standards set forth in the New York
Stock Exchange's corporate governance rules. Ethics Advisors
The Ethics and Business Conduct Committee, consisting of members of the Executive Each Boeing Business Unit has an Ethics Executive and Ethics Advisors assigned to
Council and the Vice President of Ethics and Business Conduct, is responsible for provide guidance and answer questions regarding proper behavior in the workplace,
ensuring that appropriate policies and procedures exist to help employees comply with business ethics issues, and the Boeing Values.
Boeing expectations of ethical business conduct.
The Boeing Company will administer ethics and compliance programs to promote its

94. Prudential
Corporate Responsibility Report 2007/2008 1 Corporate Responsibility – Management and Policies²
Governance Framework Anti-Bribery

Prudential Group Anti-Bribery Policy: covering the giving and acceptance of bribes
Introduction
Prudential seeks to comply with high standards of anti-money laundering and counter-
Prudential values its reputation for ethical behaviour and for financial probity and
terrorist financing practice in all countries/territories in which we operate. Failure to
reliability. It recognises that over and above the commission of any crime, any
comply with international standards and Group policies to prevent money laundering
involvement in bribery will also reflect adversely on its image and reputation. Its aim
and combat terrorist financing could lead to criminal prosecution, fines or reprimands
therefore is to limit its exposure to bribery by:
by regulators. Prudential takes this extremely seriously and has established strong
policies and procedures to manage these issues, including awareness raising and • Setting out a clear anti-bribery policy;
training, record keeping and compliance monitoring.
• Training all employees so that they can recognise and avoid the use of bribery by
The issue of money laundering is managed through a Group-wide governance themselves and others;
structure. Each business unit has appointed a Money Laundering Prevention Officer,
• Encouraging its employees to be vigilant and to report any suspicion of bribery,
who reports directly to the Regional Money Laundering Prevention Officers who, in
providing them with suitable channels of communication and ensuring sensitive
turn, report to the Head of Group Money Laundering Prevention.
information is treated appropriately;
Group Code of Business Conduct • Rigorously investigating instances of alleged bribery and assisting the police and
other appropriate authorities in any resultant prosecution;
Compliance with this Code of Conduct
• Taking firm and vigorous action against any individual(s) involved in bribery.
• Businesses will explain to employees our values, the standards required under
this Code and any associated responsibilities.
The Policy
• Businesses must be able to demonstrate that procedures are in place to ensure
compliance with all requirements under this Code and periodic audit will be The Group prohibits:
undertaken by internal audit.
• the offering, the giving, the solicitation or the acceptance of any bribe, whether
• Failure to comply with this Code or the Group Governance Manual may lead to cash or other inducement
disciplinary action and, where breaches of the law take place, may lead to
to or from
criminal proceedings against the individual or individuals concerned.
1 Source:
http://www.investis.com/prudential-plc/cr/library/crreports/crreport07/crreport07.pdf
²Source: http://www.prudential.co.uk/prudential-plc/cr/managementpolicies/antibribery/

• any person or company, wherever they are situated and whether they are a Inevitably, decisions as to what is acceptable may not always be easy. If anyone is in
public official or body or private person or company doubt as to whether a potential act constitutes bribery, the matter should be referred
to the local senior manager with responsibility for this policy before proceeding. If
by
necessary, guidance should also be sought from either Group Compliance or Group
• any individual employee, agent or other person or body acting on the Group's Security at GHO.
behalf
Employee Responsibility
in order to
The prevention, detection and reporting of bribery is the responsibility of all employees
• gain any commercial, contractual or regulatory advantage for the Group in a way throughout the Group. Suitable channels of communication by which employees or
which is unethical others can report confidentially any suspicion of bribery will be maintained via the
whistleblower's hotline.
or in order to
• gain any personal advantage, pecuniary or otherwise, for the individual or anyone
connected with the individual
Further Clarification
The Group recognises that market practice varies across the territories in which it
does business and what is normal and acceptable in one place may not be in another.
This policy prohibits any inducement which results in a personal gain or advantage to
the recipient or any person or body associated with them, and which is intended to
influence them to take action which may not be solely in the interests of the Group or
of the person or body employing them or whom they represent.
This policy is not meant to prohibit the following practices providing they are
customary in a particular market, are proportionate and are properly recorded:
• normal and appropriate hospitality
• the giving of a ceremonial gift on a festival or at another special time
• the use of any recognised fast-track process which is available to all on payment
of a fee
• the offer of resources to assist the person or body to make the decision more
efficiently provided that they are supplied for that purpose only.

96. AmerisourceBergen
CODE OF ETHICS AND BUSINESS CONDUCT 1 The Company also makes available an email address
Compliance@amerisourcebergen.com through which reports can be made. This
GENERAL REQUIREMENTS reporting is not anonymous.
If you fail to report a suspected violation of the Code or the law or if you deliberately
Reporting a Problem make a false report for the purpose of harming or retaliating against another person,
Every officer and employee is expected to follow these principles of ethical conduct. In you may be subject to disciplinary action. Company policy prohibits retaliation against
addition, to ensure that the Company continues to operate in accordance with the officers or employees who report violations of the Code in good faith.
Code and in compliance with all laws, the Company requires every officer and Investigating and Responding to Reports
employee to promptly report any suspected violation of the Code or the law.
The reports from both NETWORK and the email hotline are forwarded to a number of
To report violations or if you have a question about the Code or need help on how to people, including Human Resources, Corporate Security, the General Counsel, the
comply with it in a given situation, you may contact any of the following resources: Chief Compliance Officer, the Chairman of the Audit Committee and the Vice
• Your supervisor; President and Director of Internal Audit so that an appropriate investigation can be
conducted. You must cooperate with the Company’s investigation.
• The Compliance Officer for your subsidiary or operating group;
If the investigation substantiates a suspected violation, the Company will initiate
• The Chief Compliance Officer; or corrective action, including, as appropriate, promptly refunding any overpayment
• The General Counsel. amounts, notifying appropriate government agencies, taking disciplinary action and
implementing systemic changes to prevent a recurrence of the problem in the future.
Disciplinary Actions
Anonymous Reporting
The Company may take disciplinary action against you if it is determined that you:
In addition, the Company makes available on a twenty-four hour, seven-days-a -week
basis an anonymous hotline called The NETWORK HOTLINE (800) 241-5689 that is • Authorized or participated in activities that violate the Code or the law;
managed by an outside third-party vendor. This hotline provides the opportunity to • Failed to report a violation of the Code or the law;
report anonymously incidents involving illegal or discriminatory conduct (i.e., theft,
drug or alcohol use, violations of compliance or safety regulations, violations of the • Made a false report regarding a suspected violation for the purpose of harming
workplace violence policy or violations of the workplace or sexual harassment or retaliating against another person;
policies). The identity of anyone who calls The NETWORK is never known. Callers are • Failed to cooperate in an investigation; or
given a number and have the opportunity to call back to check on the status of his/her
report. The NETWORK hotline can also be used to assist you with questions or • Retaliated against an individual for reporting a suspected violation.
concerns about the Code and how it applies to your daily activities. Do not hesitate to
call.
1 Source: http://media.corporate-ir.net/media_files/IROL/61/61181/corpgov/code_of_ethics1.pdf

The type of action taken will depend on the nature, severity and frequency of the advance written approval by his/her supervisor and the Company’s Chief Executive
violation and may include any or all of the following: reprimand, probation, suspension, Officer.
reduction in salary or bonus, demotion or dismissal. The Company may dismiss the
Honorariums paid to officers and employees must be declined or paid over to the
officer or employee, sue to recover any illegal payments and, where applicable,
Company. Questions regarding appropriate behavior in this regard shall be directed to
prosecute the officer or employee and any other parties involved. In addition,
the General Counsel.
disciplinary action will be taken against any superior of the officer or employee who
directs or approves the action that constitutes an infraction of these rules, or who has Bestowing Gifts or Other Benefits
knowledge of such actions and does not take prompt measures to prevent or correct
The Company is committed to the principle that we will not use gifts or other
them. If you have reason to believe that a director, officer or employee has violated
incentives to improperly influence relationships or business outcomes.
this Code, you should immediately report the violation using the one of the reporting
options outlined above. Therefore, directors, officers and employees shall not offer personal or unauthorized
business courtesies to any customer or supplier for the purpose of or in exchange for
KEY PRINCIPLES obtaining favourable treatment or with a view toward securing a contract, or securing
favorable treatment with respect to the formulation of Requests for Proposal or bids,
Accepting Gifts or Other Benefits the awarding or amending of any contract, or the making of any determination with
respect to the Company’s performance of its obligations under contract. Except for
Directors, officers and employees shall not seek or accept perso nal gain, directly or
restrictions that apply when dealing with government employees, directors, officers
indirectly, from anyone soliciting business from or doing business with the Company.
and employees may pay for reasonable business related meals, refreshments, and/or
Directors are not permitted to accept gifts or to have any travel, living or entertainment
entertainment expenses for customers and suppliers that are incurred only
expenses paid for themselves, or members of their families, other than gifts or
occasionally, are not requested or solicited by the customer, and are not intended to
expenses of nominal value, or to accept any loans or guarantees of obligations, from
or could not reasonably be perceived as affecting business decisions.
or by any person or entity currently doing business or seeking to do business with the
Company, unless approved by the Company ’s General Counsel, the Governance and Government employees shall not be offered or given, directly or indirectly, nything of
Nominating Committee or the Board of Directors. value that they are prohibited to accept by applicable agency regulations relating to
standards of conduct. Directors, officers and employees dealing with such government
Officers and employees are not permitted to accept gifts or to have any travel, living or
employees are responsible for complying with the agency’s standards. Questions
entertainment expenses paid for themselves, or members of their families, other than
regarding appropriate behavior in this regard shall be directed to the General Counsel.
gifts or expenses with a value not in excess of $100.00, or to accept any loans or
guarantees of obligations, from or by any person or entity currently doing business or Compliance With Fraud and Abuse Laws
seeking to do business with the Company, unless approved in advance and in writing
Both federal and state laws generally prohibit offering anything valuable to a person or
by his/her supervisor.
entity to induce them to purchase, recommend the purchase of, or make a referral for
Gifts to officers and employees or expenses paid for officers and employees, or any type of healthcare goods or services for which payment may be paid, in whole or
members of their families, with a value in excess of $500.00 from or by any person or in part, by Medicare, Medicaid or another federal healthcare program.
entity currently doing business or seeking to do business with the Company require

Such payments are sometimes called “kickbacks.” Upfront cash payments, prebates,
free products and services, reimbursement of personnel costs and lavish gifts or
entertainment are examples of payments that may be considered unlawful kickbacks.
These laws are complex and violations of them are subject to severe punishment,
including both civil and criminal sanctions for both the Company and the individual
involved, as well as exclusion from federal healthcare programs.
This general prohibition on offering incentives to customers and suppliers does not
apply to offering rebates or other discounts. Such discounts and rebates are
permissible so long as the discounts or rebates are clearly identified as such and the
customer is made aware of its obligation to account for and properly report any
discounts in accordance with the reporting requirements of the fraud and abuse laws.
Contact the Company lawyer assigned to your functional area or group before
proposing any such arrangements to ensure that the proposal is a legally permissible
one.

97. Suez
07 GAZ DE FRANCE SUSTAINABLE DEVELOPMENT REPORT 1 been undertaken within the Group in line with the nature of the purchases.
For energy purchases, the Global Gas and LNG Branch, responsible for
SUSTAINABLE DEVELOPMENT STRATEGY AND POLICY OF A RESPONSIBLE
• guaranteeing supply of natural gas, makes sure that Group commitments
ENERGY PROVIDER concerning the fight against corruption, political finance, gifts and other benefits
through intermediaries are respected. It has also introduced a procedure to
General principles that guide our working behaviour and business conduct
improve knowledge of counterparties, notably based on their financial quality and
Action principles outline the behaviour expected of the Group’s employees to promote on their status (shareholding, country of registration…).
these values day to day in the way they work and in their relations with each • For other purchases, in addition to the CSR commitment document systematically
stakeholder. They are divided into several themes including: respect for a person’s requested from each supplier at each consultation since the start of 2007,
dignity, preventing conflicts of interest, respecting the competition, preventing fraud, guidelines to take into account sustainable development in the procurement
fighting corruption, financing political parties and behaviour towards gifts. process were drawn up in 2005 and updated in 2007. They define a general
The ethical approach is applied across a broad spectrum for more effective framework in six principles in the areas of social issues (not using forced or child
adoption labour, proportion reserved for disabled workers), the environment (respect for
the environment and energy saving) and economic issues (access of local or
Initially presented to the management authorities, the approach is gradually being regional SMEs to market in their areas of activity, contribution to the development
deployed in all the Gaz de France group entities. A network of Ethical correspondents of a socially responsible global economy). The business entities use the
has been formed and at the same time, several entities have started looking into how guidelines in accordance with their own challenges, choosing the most pertinent
the ethical approach can be used and applied in their specific profession. The Group’s themes for action. In addition, Gaz de France has been closely collaborating with
Information Systems Division (DSIG), for instance, is analysing the IT equipment certain suppliers and in 2007, a Charter was signed with the four main suppliers
supply chain (manufacturing, maintenance, recycling) against the ethical values and of protective and first aid equipment and clothing, with these three areas
action principles. representing 20% of non-gas purchases.
The Group is also gradually integrating ethics-related issues into its existing training
offer, and an awareness-raising session for directors on corruption prevention and
respecting human rights was held in December 2007. The Procurement Department has initiated talks with its partners with a view to
improving practices through charters signed with Comité 21 and Astek (to raise
FULFILLING THE GROUP’S SOCIAL AND ENVIRONMENTAL RESPONSIBILITY awareness amongst Astek staff), Ares (to incorporate environmental considerations
throughout the office equipment life cycle) and even Guilbert to encourage the
TO ITS STAKEHOLDERS recruitment of disabled workers and Cegos to encourage gender equality in the
workplace.
MAINTAINING LASTING RELATIONS WITH SUPPLIERS
In order to make relationships with suppliers transparent, several procedures have
1Source: http://www.gdfsuez.com/fileadmin/user_upload/pdf/gdf_rdd07_gb_12 11205586.pdf

CODE OF CONDUCT 1 • Risks: Disciplinary and judicial sanctions are applied according to predefined
criteria, but “non-compliance” can have repercussions that are difficult to quantify:
Reporting Incident costly media, economic and reputation fallout that can sometimes even result in a
Anyone who notes an incident must take protective and/or corrective measures. If you company disappearing altogether (e.g. the disappearance of the Arthur Andersen
are not in a position to handle it yourself, you must alert either your supervisor or IT consulting company in 2002).
Support (e.g. “user support”, “helpdesk”, “service desk”) or another competent • Instructions: Internal sanctions primarily aim to teach a lesson, whereas external
department: HR, Legal, Ethics, and Compliance. sanctions tend to be punitive. Internal sanctions take into account that anyone
• Risks: Bad-faith reporting constitutes “fraud” and can also be an act of can make a mistake.
“defamation”.
• Information protection: Reporting makes it possible to evaluate the nature and
significance of threats to the confidentiality, availability and integrity of
information. Reporting must be done in good faith.
• Identity protection: Reporting makes it possible to evaluate the nature and
significance of theft or concealment of the identity of users of the Company’s
information systems.
• Hardware protection: Reporting makes it possible to evaluate the nature and
significance of threats related to equipment used for information management.
• Instructions: Employees are required to know who to contact to report an incident.
They are also required to understand that the people to whom they report an
incident are not necessarily those who will handle it. Responsibility (See also
“Compliance”, “Harm”)
Sanctions (of Individuals and Entities)

A consequence of non-”compliance”. Sanctions can be imposed from within a
company (disciplinary action, dismissal) or externally (e.g. by the courts). Failure in
the appliance of rules on Protection of Information and Information Exchange, on
Identity Protection, or Hardware Protection can result in sanctions against employees
and in sanctions against a company.
1 Source: http://www.gdfsuez.com/fileadmin/user_upload/pdf/Code_of_Conduct_Handling_of_the_Info_GDF_SUEZ_GB8110708.pdf

98. Munich Re Group
Code of Conduct 1 national features. Even the appearance of any dishonesty or impropriety must be
avoided.
General principles
Gifts exceeding a specified threshold value and invitations to entertainment events
(1) A fundamental principle governing our activities is compliance with the law in going beyond a normal business meal must be reported to line managers and require
each jurisdiction in which we operate. All employees are obliged to observe the their prior approval, with due regard to the aforementioned principles. Care should
statutory and supervisory regulations pertaining to our operations. This also also be taken to ensure that gifts or invitations do not conflict with the recipient’s
applies to the internal instructions and directives notified to them. compliance rules.
Another of our principles is to avoid any involvement in transactions whose Acceptance of advantages and gifts
evident intention is to evade statutory or supervisory regulations.
Employees may not accept unjustified advantages in conjunction with their
(2) Every employee is obliged to uphold the Munich Re Group’s reputation and to professional activities. They may therefore not accept gifts, invitations or other
avoid doing anything that could harm an individual Group company or the Munich benefits that go beyond the bounds of what is appropriate. Here, too, the yardstick for
Re Group as a whole. “appropriate” is customary business practice. The acceptance of modest gifts is
In particular, we expect personal integrity and reliability from our employees. admissible. If gifts exceeding this value have to be accepted in the interest of the
business relationship, they should be handed over to the company, which will decide
(3) Non-compliance with statutory or supervisory regulations or contraventions of this on their further use (usually donation to charity).
Code may harm the reputation of Munich Re and the Munich Re Group. In
addition, they may lead to public sanctions (fines, intervention in our business Invitations to normal business meals may be accepted. Invitations to other events
operations). A contravention of the Code may also constitute a breach of the (e.g. those largely of an entertainment character) may also be accepted if they are in
contract of employment or service and therefore have consequences under civil line with common business practice, but the line manager must be informed in these
law. Beyond this, there may be the threat of sanctions under criminal law if the cases. The acceptance of direct financial gratuities is prohibited without exception.
breach of the Code constitutes a criminal offence. Other benefits exceeding the abovementioned value threshold must be reported to the
line manager.
Gratuities to holders of public office
Conflicts of interest
Public officials, politicians and other representatives of public institutions may not be
given gifts, gratuities or invitations that might compromise their independence.
Granting of advantages and presentation of gifts Compliance is to be consulted about gifts to this group of persons.
Employees may neither offer nor grant unjustified advantages in conjunction with their Bribery and corruption
professional activities. Gifts and invitations to business partners must be kept within
the bounds of what is appropriate and may not be aimed at influencing business No employee may offer or give bribes. Bribery, whether of business partners or of
decisions in an improper manner. The yardstick for whether gifts or invitations are public officials, is a criminal offence. In dealing with public bodies or authorities,
appropriate is customary business practice, also taking into account any special special care must be taken that no payments or other benefits are promised or
1 Source: http://www.munichre.com/app_resources/pdf/ir/corporate_governance/code_of_conduct_en.pdf

granted with a view to influencing the actions of an official or other holder of public that could have consequences under criminal or civil law, should inform their line
office. manager, Internal Auditing or Compliance. Compliance is to be consulted in all
cases in which the reputation of the company could be jeopardised. The purpose
of such information is to enable the company to respond to any irregularities in
Money laundering and financial crime good time and rectify them accordingly. Reports of contraventions will be treated
confidentially and with the requisite discretion. If there is reasonable suspicion of
(1) All employees must take care that companies in the Munich Re Group are not
a contravention, Compliance may, whilst maintaining the confidentiality of the
misused for money laundering or other illegal purposes. The general principle
information received, also involve Internal Auditing in investigating the matter or –
applying here is that, prior to conducting a business transaction, employees
depending on the case in question – the data protection officers, money
procure sufficient information about the client’s business environment, the client
laundering officers or other competent persons. Employees who have reported
itself and the purpose of the intended business. Besides this, internal guidelines
suspected contraventions will not suffer any disadvantages if they have acted to
must be complied with, especially the prohibition on accepting cash.
the best of their knowledge and in good faith.
(2) Where there are grounds for suspicion, investigations must be carried out.
Transactions that appear illegal must be rejected. This applies particularly if any
of those involved in the business, or its beneficiaries, are included in one of the
sanction lists adopted by the European Union or other competent national
institution to prevent financing of terrorism. These lists can be downloaded from Annual Report 2006 1
the internet, and information relating to them can also be obtained from the
Risk Report – Operational Risk
money laundering officer or Compliance. In all cases of suspicion, the money
laundering officer or Compliance is to be informed.
Risks involving human resources
Given its business model, the Munich Re Group is particularly dependent on the
Implementation and reporting of contraventions knowledge and proficiency of its staff. We control the resultant human resources risks
(1) Every employee is responsible for complying with the rules set out in this Code of by means of appropriate indicators and metrics. Our human resources tools as a
Conduct. The line managers ensure that their staff are familiar with the content of whole serve to strengthen our staff’s ties with the Group and consequently to
the Code and observe the rules and principles of conduct applying to them. They safeguard our business intelligence.
act as role models for their staff in their own conduct. Employees should consult With our specially tailored programme of qualification and further training measures,
their line managers if they have doubts about the application of the Code’s rules. we make sure that our staff are able to adapt to current market demands.
Besides this, Compliance is available for consultation and to answer questions in
connection with the Code. Targeted personnel marketing measures, staff potential assessment and development
schemes, and systematic succession planning are designed to reduce the risk of
(2) Employees gaining knowledge of a significant violation of the law or of the rules of shortages in qualified staff. Modern management tools and adequate monetary and
this Code, especially cases of fraud, corruption, accounting malpractice or other non-monetary incentives ensure a high level of motivation.
acts
1 Source: http://www.munichre.com/publications/302-05252_en.pdf

99. Costco Wholesale
Code of Ethics 1 • Honor all commitments.
Obey the Law • Protect all suppliers' property assigned to Costco as though it were our own.
The law is irrefutable! Absent a moral imperative to challenge a law, we must conduct • Not accept gratuities of any kind from a supplier.
our business in total compliance with the laws of every community where we do • Avoid actual or apparent conflicts of interest, including creating a business in
business. We pledge to: competition with the Company or working for or on behalf of another employer in
• Comply with all laws and other legal requirements. competition with the Company.
• Respect all public officials and their positions.

• Comply with safety and security standards for all products sold. These guidelines are exactly that - guidelines - some common sense rules for the
conduct of our business. At the core of our philosophy as a company is the implicit
• Exceed ecological standards required in every community where we do business. understanding that all of us, employees and management alike, must conduct
• Comply with all applicable wage and hour laws. Comply with all applicable anti- ourselves in an honest and ethical manner every day. In fact, dishonest conduct will
trust laws. not be tolerated. To do any less would be unfair to the overwhelming majority of our
employees who support and respect Costco's commitment to ethical business
• Conduct business in and with foreign countries in a manner that is legal and conduct. If you are ever in doubt as to what course of action to take on a business
proper under United States and foreign laws. matter that is open to varying ethical interpretations, TAKE THE HIGH ROAD AND
• Not offer, give, ask for, or receive any form of bribe or kickback to or from any DO WHAT IS RIGHT.
person or pay to expedite government action or otherwise act in violation of the
Foreign Corrupt Practices Act. Reward our shareholders
• Promote fair, accurate, timely, and understandable disclosure in reports filed with Application, Reporting of Violations, and Enforcement
the Securities and Exchange Commission and in other public communications by
the Company. 1. The Code of Ethics applies to all directors, officers, and employees of the
Company.
2. All persons are encouraged to promptly report actual or suspected violations of
Respect our suppliers the Code. Federal law and other laws protect employees from retaliation if
Our suppliers are our partners in business and for us to prosper as a company, they complaints are honestly made. Violation involving employees should be reported
must prosper with us. To that end, we strive to: to the responsible Executive Vice President, who shall be responsible for taking
prompt and appropriate action to investigate and respond. Other violations should
• Treat all suppliers and their representatives as you would expect to be treated if be reported to the General Counsel (999 Lake Drive, Issaquah WA 98027), who
visiting their places of business. shall be responsible for taking prompt and appropriate action to investigate and
respond.
1 Source: http://media.corporate -ir.net/media_files/NSD/cost/reports/our_mission.pdf

3. Conduct that violates the Code will constitute grounds for disciplinary action,
ranging from reprimand to termination and possible criminal prosecution

100. Merrill Lynch
The Way We Do Business 1 To the extent that the law allows certain contributions, we have procedures to obtain
approvals and determine appropriateness.
The Way We Operate
In the Interest of Our Clients
MAINTAINING GOOD RELATIONSHIPS WITH GOVERNMENTS AND
PROTECTING AGAINST ILLEGAL ACTIVITIES
REGULATORS
To prevent business transactions that may facilitate illegal acts, Merrill Lynch has a
Merrill Lynch works with governments and regulators worldwide to promote strong and comprehensive system of policies and procedures that meet or exceed industry best
consistent business standards. Although local customs, laws and regulations differ, practices and regulatory compliance standards. Long before it became a requirement,
we have formulated specific “best practices” to address potential and perceived we voluntarily filed suspicious activity reports with the U.S. Treasury Department. We
conflicts of interest in all regions in which we operate. also are a longstanding industry leader in the development of money laundering
The Merrill Lynch Government Relations Group works with the Off ice of General prevention programs. We were the first to create an internal group dedicated to
Counsel to maintain appropriate relationships with government officials worldwide and preventing money laundering.
to respond to government inquiries. The Group collaborates on industry-wide Many countries recently have enacted new laws to prevent terrorist organizations and
challenges and represents our company’s views and concerns in Washington D.C., other criminal groups from using financial markets to fund their activities. In the United
state capitals, the European Union and key Asian capitals. In addition, the States, the USA PATRIOT Act strengthened such provisions in the aftermath of 9/11.
Government Relations Group helps develop and coordinate strategies to represent
our positions on important issues, and it keeps senior management informed of global As a result, we also have reinforced our anti-money laundering programs by tailoring
developments. due diligence standards to the risk characteristics of individual accounts and
relationships, and through mandatory web-based training to help employees
Our company administers the MLPAC, an employee political action committee that understand, identify and report suspicious activity. In recognition of our obligation to
contributes to federal candidates for U.S. Congress. Participation is strictly voluntary; report any suspicion of illegal activity, we have set stronger standards for identifying
employees can choose not to contribute without any reprisal. and reporting actual and attempted suspicious activity, and we have put procedures in
Many countries have enacted laws and regulations to prevent corruption and bribery. place to screen clients against the U.S. Treasury’s OFAC (Office of Foreign Assets
Perhaps the best known is the U.S. Foreign Corrupt Practices Act , which holds that a Control) sanctions list, as well as the lists of other countries around the world.
company’s compliance efforts, including ethics policies, can be a factor in determining Our Customer Identification Program, established in October 2003, is an important
liability for violations. element in our company’s anti-money laundering efforts. The Program:
Merrill Lynch's rigorous Anti-Bribery Law Program includes an award-winning training • Sets minimum information requirements that must be met before opening
video, website, and strict policies regarding gifts and expenditures involving accounts;
government officials.
• Specifies procedures to verify client information; and
It is impermissible or illegal under many nations’ laws to make corporate
contributionsto political parties or candidates for public office. • Describes procedures when information cannot be verified or is not disclosed.
1 Source: http://www.ml.com/media/18358.pdf

back to
Section 3.2 - Fortune Global 500 • Volume 1 FIRST PAGE
Our Foreign Bank Certification Program, established in October 2002, requires foreign was among the first to establish an ethics hotline in 1987. We also maintain
banks that open or maintain correspondent accounts to provide a certification. “whistleblower procedures” that include an independent confidential route to the Audit
Committee for complaints.
In addition, we have a large number of global fraud prevention and detection
processes which include vigorous compliance and audit reviews. Our company enforces the Guidelines and other policies through periodic, rigorous
audits. Allegations of potential wrongdoing are investigated and may be reported to
Our Performance-Based Culture the Board and relevant authorities. Potential disciplinary measures include counseling,
reprimands, warnings, suspensions with or without pay, demotions, salary reductions
GUIDELINES FOR BUSINESS CONDUCT and terminations. Disciplinary action may also extend to a violator’s manager if a lack
of diligence is involved.
The Merrill Lynch Guidelines for Business Conduct are grounded i n our company’s
Principles: Client Focus, Respect for the Individual, Teamwork, Responsible
Citizenship and Integrity.
Building on these basic tenets of our business, the Guidelines p rovide a disciplined
framework for earning the trust of our clients. The Guidelines are further supported by
specific, detailed policies contained in the “ML & Co. Policy Manual” as well as
specific policies and procedures adopted by individual businesses and support
groups.
Enforcement of the Guidelines begins with mandatory training programs in several key
areas. For example, we have a new Ethics/Business Practices trai ning program that is
mandatory for all employees worldwide. This training is accessed through Merrill
Lynch University, a personalized approach to learning and excellence, and
complements our existing programs:
• Anti-Money Laundering;
• Email Awareness & Electronic Communications; and
• Information Security & Privacy.
In addition, our company provides Guidelines-related training programs that are

specific to each business.
When employees suspect violations of the Guidelines, the Merrill Lynch Ethics Hotline
gives them a confidential and anonymous way to voice their concerns. Although such
mechanisms for reporting potential wrongdoing are now part of U.S. law, Merrill Lynch

101. Robert Bosch
Corporate Social Responsibility Report 2007/2008 1 work. It is strictly forbidden to induce third parties to commit, knowingly to collaborate
in, or to cover up unlawful acts. Irrespective of any sanctions provided by law, actions
Aligning strategy and principles contrary to this rule shall lead to disciplinary action.
Closer inspection Supervisors are responsible for ensuring that no violations of the law and this Code of
To complement the Code of Business Conduct, Bosch is currently expanding its Business Conduct occur in their area of responsibility which could have been
global compliance organization by setting up a corporate compliance committee and prevented or impeded by appropriate supervision. Supervisors must make it clear that
appointing compliance officers in the individual regions. This move serves to violations of the law are prohibited and will lead to disciplinary action, irrespective of
strengthen our current prevention and inspection activities, including the principle of an associate’s position in the company. In this connection, supervisors shall expressly
dual control, job rotation in sensitive areas, strict separation of operative and draw associates’ attention to the provisions contained in this Code of Business
monitoring systems, and regular audits. In addition, we keep all associates worldwide Conduct.
informed and will introduce a mandatory information and training program. The new Conduct toward business partners and third parties
compliance system is complemented by telephone hotlines and e-mail addresses for
reporting compliance issues, as well as by the audits that have been conducted hit her Bribery, corruption, inducements
to at locations and suppliers. Agreements or supplements to agreements referring to the acceptance of bribes or
preferential treatment in connection with the brokering, award, delivery, settlement, or
payment of orders are prohibited.
Associates who allow customers or suppliers to influence them unfairly, or themselves
Code of Business Conduct² seek unfairly to influence customers or suppliers will – irrespective of any
Principles consequences under criminal law – be subject to disciplinary action.
Lawful conduct The executive management responsible must be notified of any attempts by suppliers
or customers to unfairly influence the decisions of Bosch associates. Depending on
We respect the principle of strict legality in all acts, measure s, contracts, and other the individual case, appropriate action shall be taken, such as an order embargo or
transactions of the Bosch Group; this also applies to the payment of taxes due, termination of the contract.
obtaining necessary official permits (typically pertaining to customs
Commission and remuneration paid to authorized dealers, agents, or advisers must
and export control law), and observing third party rights. We support this principle not be reasonable and proportionate to those persons’ work. It is forbidden to agree to
only in view of the considerable business damage that can arise from violations – any benefits if it can be assumed that provision of such benefits is, in whole or in part,
through prosecution, fines, or compensation claims – but above all because we intended as payment of a bribe. Agents or other intermediaries engaged by Bosch in
endorse the principle of unconditional compliance with the law, irrespective of any order to acquire orders or permits must enter into a contractual obligation not to offer
potential cost or benefits to the Bosch Group. or receive bribes. Respective contracts shall include a clause providing for the right of
All associates are personally responsible for compliance with the law in their field of termination without notice in cases of bribery or corruption.
1 Source: http://csr.bosch.com/content/language2/downloads/Bosch_CSR_Report_2007-2008.pdf
²Source: http://csr.bosch.com/content/language2/downloads/Bosch_Code_of_Business_Conduct_en.pdf

Extreme caution shall be exercised when accepting and offering gifts and other
benefits (such as attending events without any direct business relevance), including
invitations (from and to suppliers or customers). Their financial scope must be such
that it does not require the recipient to conceal acceptance, or make the recipient feel
indebted. In case of doubt, the prior written consent of the executive management
responsible shall be obtained.
Information and training
Current issues relating to this Code of Business Conduct shall be brought to the
attention of associates at regular intervals. Special training courses for associates
shall be regularly offered on certain subjects (such as product liability, anti-trust, labor
and employment, and environmental law) and in selected critical areas (such as sales
and purchasing).
Reporting irregularities
All associates have the right to draw their supervisor’s attention to circumstances that
appear to indicate a violation of the Code of Business Conduct. This notification may
also be made anonymously. In every region, additional persons shall be nominated
who may be contacted with such information (compliance officers), and other options
(such as a compliance
hotline) may be made available for associates to report potential violations of the
Code of Business Conduct. Reports shall be investigated and, where appropriate,
remedial and enforcement action shall be taken.

102. Target
Corporate Responsibility Report 20071 should be limited and you should consult with your supervisor if you have any
questions about whether such activity is appropriate.
Training and Development
Team members should not accept money, gifts or excessive entertainment from any
guest or supplier at any time. For more information on gifts, entertainment and related
Training and Education
issues, see the Conflicts of Interest guidelines.
In our stores, every new team member has a detailed plan of all technical training and The U.S. Foreign Corrupt Practices Act and international law strictly prohibit giving,
leadership training, when applicable, for the first 90 days in t heir position. promising or offering money or anything else of value, directly or indirectly, to officials
We offer more than 50 training items in Spanish. All training materials for Human of foreign governments or foreign political candidates in order to obtain or retain
Resources, Safety and key operational tasks are published simultaneously in both business or any improper business advantage. Never give, promise, offer or
English and Spanish. Spanish-speaking team members have the same quality training authorize, directly or indirectly, any payments to government officials of any country.
information as English-speaking team members. Federal law and company policy also prohibit the creation of any false or misleading
Team members throughout Target ’s organization participate in business ethics financial books and records that might tend to conceal the true nature of a transaction.
training, “Acting with Integrity.” The training educates team members on their roles All team members who represent Target in an international environment must become
within our ethics culture and includes position -specific scenarios for illustration and familiar with and comply with Target’s Special Guidelines for Conducting International
emphasis. Business.
Team members must avoid any situation in which their personal interests would
conflict with the interests of Target. If a circumstance arises in which your interests
Business Conduct Guide² could potentially conflict with the interests of Target, it must be disclosed immediately
to both your supervisor and Human Resources for review. Team members should be
Business Conduct Guidelines vigilant about recognizing potential conflicts. You must always consider whether your
activities and associations with other individuals could negatively affect your ability to
Bribery make business decisions in the best interest of the company or result in disclosing
It is illegal to pay or receive a bribe intended to influence business conduct. Our non-public company information. If so, you may have a real or perceived conflict of
guideline goes beyond the standard set by the law and prohibits any activity that interest. Below is a list of potential conflicts of interest.
creates the mere appearance of anything improper or anything that may embarrass • Owning a substantial amount of stock in any competing business or in any
the company. No assets of the company or other funds may be used to bribe or organization that does business with us.
influence any decision by an officer, director, employee or agent of another company
or any governmental employee or official. It may be acceptable to entertain or provide • Serving as a director, manager, consultant, employee or independent contractor
minor gifts to a guest or supplier, as long as the expenses are reasonable, consistent for any organization that does business with us, or is a competitor - except with
with good business practices and do not appear improper. However, this activity our company’s specific prior knowledge and consent.
1 Source: http://sites.target.com/images/corporate/about/responsibility_report/responsibility_report_full.pdf
²Source: http://media.corporate-ir.net/media_files/irol/65/65828/BusinessConductGuideExemptF3612030109.pdf

• Accepting or receiving gifts of any value or favors, compensation, loans, that you promptly and fully report any situation that may violate the law or company
excessive entertainment or similar activities from any individual or organization policy - whether you are involved or not. Advice on business ethics or compliance
that does business or wants to do business with us, or is a competitor. issues may also be obtained by contacting the Corporate Compliance Team at
Integrity@Target.com.
• Representing the company in any transaction in which you or a related person
has a substantial interest. 1. For company policy violations, report the violations to your supervisor, Human
Resources, the Employee Relations & Integrity Hotline or the Corporate
• Disclosing or using for your benefit confidential or non-public information about
Compliance Team.
Target or other organizations with which we do business.
2. For violations of the law, you can report the violation in any of the following ways:
• Taking personal advantage of a business opportunity that is within the scope of
Target’s business – such as by purchasing property that Target is interested in - Contact your supervisor
acquiring.
- Call the Employee Relations and Integrity Hotline at 1-800-541-6838.
Please see Policy 200 -30-10 Business Ethics and Conflicts of Interest, for further Outside the United States, you can call 704-556 -7046. You may also
information about potential conflicts. contact the Corporate Compliance Team directly by sending an email
to Integrity@Target.com.
Political and Lobbying Activities
- Write to:
Lobbying Activities
Target Corporation
It is important to the Company’s success that advocacy on behalf of Target be 1000 Nicollet Mall
consistent, coordinated and focused on the long-term interests of the Company. To Minneapolis, MN 55403
achieve that objective, team members may contact government officials on behalf of Attention: Corporate Compliance Team, TPS -20
Target with regard to any legislation, regulation, program or policy matter only with the
approval of the Vice President of Government Affairs. Lobbying is regulated by
federal, state and local laws, and the lobbying activities of team members may trigger Target will investigate all credible allegations concerning violations of company
registration, reporting and disclosure requirements. Team members who engage in policies and applicable law.
government advocacy are expected to follow all relevant laws and internal policies
Persons making a report may do so anonymously where permitted by law. However,
with respect to tracking and reporting of such activities. Furthermore, all team
an allegation or concern can often be more effectively investigated if the person
members must respect applicable limits on the provision of gifts, entertainment and
making the report identifies themselves and is available to answer additional
travel to government officials.
questions about the situation. Even in such circumstances, the identity of the person
Seeking Advice or Reporting Violations of Law or Company Policy making a report will be protected as much as possible, based on the need to prevent
potential harm to others, to comply with the law and to conduct a complete
To help protect Target and individual team members, it is essential that you seek
investigation.
advice from your supervisor when in doubt about the proper cours e of conduct and

Persons making reports will not be subject to retaliation for reporting in good faith a
suspected violation. Identified persons making reports will receive confirmation that
the report was received and is under review.
Reports that raise material concerns about our accounting practices, internal controls
or audit matters will be referred to the company’s Audit Committee. Any waiver of a
provision of the Business Conduct Guide applicable to our executive officers or
directors may be made only by the Board of Directors of the company or a committee
of the Board designated for that purpose and will be promptly disclosed to our
shareholders.

103. Aegon
Corporate Responsibility Report 20071 In 2007, AEGON launched ‘You & AEGON’, a new e-learning program designed to
provide all new employees with basic information about the Group and its businesses
OUR BUSINESS PARTNERS around the world. To date, approximately 72% of AEGON employees worldwide have
successfully completed the program.
TACKLING CORRUPTION In early 2008, the Group will roll out another e-learning program designed to help
AEGON is determined to tackle incidences of corruption and mispractice in all its employees prevent insider dealing.
businesses around the world. With respect to allegations of corruption, AEGON’s CODE OF CONDUCT
country units reported the following in 2007:
AEGON’s Code of Conduct contains rules, regulations and guidelines in areas ranging
• A case of embezzlement involving an independent agent working with the from ‘Fair competition’ to ‘ Protecting company property and information’. Among other
Group’s Shanghai office in China, which resulted in a prosecution and conviction. things, the Code contains rules and guidelines aimed at:
• Preventing discrimination in the workplace;
OUR EMPLOYEES • Protecting free and open competition;
• Ensuring the confidentiality of personal information supplied by employees,
AEGON’S CODE OF CONDUCT customers, business partners and shareholders;
AEGON’s Code of Conduct sets out the Group’s core values and its underlying • Stopping employees accepting bribes or seeking to gain any unlawful advantage;
principles of business practice. It applies to all AEGON employees (excluding only
those working for joint ventures where AEGON does not have full management • Preventing insider trading;
control). AEGON’s country units regularly monitor compliance with the Code of • Detecting and stopping money laundering;
Conduct.
• Promoting respect for the environment and the use of valuable resources;
Further information and a copy of the Code may be found on AEGON’s website at
www.aegon.com. • Strengthening corporate governance;
AEGON’S ‘IN PRACTICE’ PROGRAM • Ensuring clear, accurate and regular disclosure of financial and other information.
To increase employee awareness of the Code of Conduct, AEGON introduced an

online, e-learning training program in 2006. To date, approximately 93% of current Importantly, the Code also includes ‘whistleblower’ provisions allowing employees to
AEGON employees have completed this program. AEGON also extended this report suspected irregularities without jeopardizing their positions. In addition, AEGON
program to employees at Unirobe Meeùs, which became a unit of AEGON The also has in place a detailed procedure for reporting complaints regarding accounting,
Netherlands in 2006. international financial controls and auditing issues. Naturally, these rules and
regulations operate in conjunction with:
1 Source: http://www.aegon.com/Documents/AEGON/Corporate%20responsibility/2007%20Corporate%20R esponsibility%20Report.pdf

• National laws; Code of Conduct 1

• Separate provisions set out at country unit level dealing with issues ranging from Marketplace
handling confidential information to tackling money laundering.
• Employees are strictly forbidden from offering any bribe (consisting of money or
AEGON’s Code of Conduct sets out a basic framework for how the Group expects its anything of value) to public officials, irrespective of the worth, its results, local
employees and managers to conduct themselves. custom, the tolerance of such payments by local authorities, or the alleged
necessity of the payment in order to obtain or retain business or any other
OUR CUSTOMERS advantage.
‘KNOW YOUR CUSTOMER’ • All commissions and other fees paid or accrued to insurance sales agents,
business agents or other representatives of AEGON companies must be in
AEGON companies operate a ‘Know Your Customer’ policy. This helps ensure accordance with sound business practice, for legitimate commercial reasons, and
customers get the right financial advice and are offered financial products tailored to represent an appropriate remuneration for services rendered.
their individual requirements. It also enables AEGON to detect errors and anomalies
more quickly and helps in the fight against fraud and money laun dering. • Employees are forbidden from seeking to obtain new business or any other
improper commercial advantage by allowing undue payments to be made to
OUR SHAREHOLDERS clients via either agents or any other AEGON company representatives.
• Employees must not accept or solicit any undue payment or any other improper
PREVENTING MONEY LAUNDERING advantage. Employees are allowed to accept corporate hospitality and gifts
AEGON takes specific measures to detect and prevent money laundering and the provided these advantages are reasonable in value and in accordance with
financing of terrorist activities. These include providing awareness training for all applicable custom or established practice. Such advantages should be properly
relevant staff and encouraging employees to report suspicious transactions both to disclosed in accordance with the established procedures of the relevant AEGON
management and to relevant authorities. company. Hospitality or gifts that might appear to place employees under any
obligation, or which have any appearance of impropriety, are to be avoided.
What does this mean?

A bribe refers to any undue payment, gift or improper advantage offered directly or
indirectly to a person, company, political party or public official. Usually in offering a
bribe some personal gain or illicit advantage is being sought often related to current or
future business. Bribes may include personal or company payments aimed at
retaining the business of a particular customer or supplier. Bribery is strictly forbidden.
It is in
1 Source: http://www.aegon.com/Documents/AEGON/Corporate%20responsibility/Code%20of%20Conduct%202008.pdf

direct contradiction to our core values. Moreover, bribery can cause severe damage to - If a senior officer of the company is involved or if senior management
our reputation. Similarly, accepting undue payments or other improper advantages has failed to take action, the matter should be brought at once to the
may have the same consequences. AEGON will not tolerate such behavior from any attention of more senior management.
of its employees.
- If the matter involves member(s) of your most senior management, it
Preventing money laundering should then be reported directly to the Group Compliance Officer of
AEGON N.V. (please refer to page 25 of these Rules of Conduct for
Employees must not participate in any activity aimed at laundering money. In addition,
contact details).
they must not provide assistance to any person or organization trying to benefit from
- Alleged irregularities regarding the members of AEGON N.V.’s
the proceeds of a criminal act or illegal activity or controllin g funds invested for the
Executive Board should be reported to the chairman of AEGON N.V.’s
benefit of a terrorist organization.
Supervisory Board.
- If you are unsure about where to go, wish to remain anonymous or are
Sound and responsible business practices form the building blocks of our company. reluctant to use one of the sources mentioned above, you can make use
Money laundering involves processing the proceeds from crime in an attempt to of:
disguise their illegal origin. Money laundering is considered a crime in itself and runs
(a) A help line established by your local AEGON company, or
contrary to our business principles and our fundamental interests. Employees are
strictly forbidden to engage in any kind of money laundering activities. Employees (b) The AEGON Global Ethics line.
must follow the relevant internal company rules and regulations governing money
- Any behavior that damages the reputation of AEGON companies or
laundering in their own country.
prejudices the safety and rights of company employees will be fully
Reporting illegal or unethical behavior investigated. Employees must co-operate fully with any such
investigation.
All employees are expected to identify both actual and potential violations of these
Rules of Conduct and to seek advice if or when questions arise. Any suspicious or - Confidentiality will be maintained to the extent consistent with the
unlawful activity, unethical conduct, threat to public interest or infringement of these interests of all parties involved and AEGON’s obligations under relevant
Rules of Conduct should be reported immediately to: laws and regulations.
(a) Management, and - AEGON will not retaliate, and will not condone retaliation, against any
employee who, in good faith, reports illegal or unethical conduct.
(b) The compliance officer, or
(c) The general counsel or
(d) The internal audit department.


AEGON’s core values of Respect, Quality, Transparency and Trust are central to
many considerations, and guide our business decisions. To a large degree, our
reputation among customers, shareholders, employees, and business partners
depends on our ability to behave in a manner consistent with these values. AEGON
actively promotes ethical behavior. This also means that we encourage all employees
to report any incidents of illegal and unethical behavior.
Complainants may call the Global AEGON Ethics-line anonymously if they wish. The
line is open 24 hours a day /seven days a week and is available in your own
language.
Employee pledge and accountability
All employees are expected to act in a manner that is consistent with the highest
ethical standards and in compliance with AEGON’s core values and business
principles.
In addition, all employees are held responsible and accountable to AEGON for
conducting business in accordance with these Rules of Conduct as well as for
complying with internal and external laws, rules and regulations.
Failure to comply with these Rules of Conduct may result in disciplinary action up to
and including termination of employment. Violations of these Rules of Conduct may
also be violations of the law and result in civil or criminal penalties.

104. State Farm Insurance Cos.
Code of Conduct 1 Non-Retaliation
Message from the Chairman State Farm will not tolerate retaliation against anyone who reports in good faith any
known or suspected improper conduct or a breakdown of security or business
The policies, rules, and guidelines referenced in the Code are easy to understand and controls, nor will State Farm tolerate retaliation against anyone who participates in an
many will already be familiar to you. This Code is intended to guide employees on investigation. If you believe you have been retaliated against or have witnessed
ethical and legal standards of business conduct. The Code does not attempt to cover retaliation, you have a responsibility to report it to management or to use the other
every situation. Specific policies can be found in other State Farm resources which reporting avenues available to you.
complement this Code. You should become familiar with the Code as well as all
referenced policies, rules and guidelines, because you are expec ted to adhere to Felonies and Dishonest Acts
them. Failure to adhere to them will result in disciplinary action as appropriate. Should Federal law prohibits individuals who have been convicted of a felony involving breach
you like to review the referenced policies, rules or guidelines in detail, they are of trust or dishonesty from participating in the business of insurance. Federal law also
available in the Employee Manual or through your supervisor. prohibits any individual from participating in banking who has been convicted of a
Instances may occur when you know or suspect improper conduct or a breakdown of felony or misdemeanor for a crime of dishonesty, breach of trust or money laundering.
security or business controls. In those cases, you have an obligation to talk to your Employees must inform their management or Human Resources if they have ever
supervisor or another member of management, the Human Resources Department, or pled guilty to, been convicted of, forfeited bond or entered into a pretrial diversion
use the Open Door Policy. If you feel you cannot use these avenues for whatever program in connection with a felony or any dishonest act. Participating in the business
reason, you should call the Code of Conduct Line. The toll-free number is 800-355- of insurance or banking without the requisite approval of the appropriate regulatory
CODE (2633). The Code of Conduct Line is intended to provide another way of authority can subject the Company and the individual to criminal and civil liability.
reporting in good faith any known or suspected violations of the Code, company Anti-Money Laundering
policies, as well as any ethical and legal concerns. All reporte d concerns will be
investigated promptly. Employees are expected to cooperate fully with any Employees must inform their management if they suspect money laundering related to
investigative efforts. State Farm products.
Calls to the Code of Conduct Line are answered by an independent company that Gifts, Gratuities and Improper Incentives
specializes in these services. The calls are summarized and then referred to the Supplies, materials, and services must be selected objectively, free from personal
investigations unit in the internal audit department, or others as appropriate for biases, or self-serving motives.
investigation. Calls to the Code of Conduct Line will be kept co nfidential to the extent
possible. Improper Payments
These standards will help continue State Farm ’s reputation for fair dealing and State Farm prohibits offering or receiving, directly or indirectly, any bribes, kickbacks
honesty. or other payments to influence business.
1 Source: http://www.statefarm.com/about/media/intro_code.asp

Gifts, Entertainment, and Meals

In the course of performing their jobs, employees may be offered gratuities which
usually are intended as gestures of goodwill or appreciation. These include gifts,
entertainment, meals and beverages, tickets to sporting or cultural events, services or
other similar favors.
Employees, members of their families and persons with whom they have a close
personal relationship, may not solicit, accept, or give, directly or indirectly, gratuities
that might influence, or might reasonably be deemed by others to influence, their
actions or decisions or those of the recipient. Even nominal gifts can be inappropriate
if used in a way which creates the impression that a certain vendor is endorsed.
Employees may not accept, individually or as part of a group, anything that could
reasonably be thought to have more than a nominal intrinsic value (nominal intrinsic
value: e.g. promotional or advertising pens, pencils, notepads, calendars or other
similar gifts of limited value) that is being offered to employees individually or as part
of a group. Gifts, gratuities, or attendance at events exceeding nominal intrinsic value
should be refused, returned, or disposed of unless the employee’s management
approves of the acceptance based on a business need.
Transportation, hotel services, and expense reimbursement are prohibited in
conjunction with attendance at approved vendor-sponsored events unless the
employee is a presenter at the program or part of a panel, and other participants are
treated equally.
Acceptance or participation in a business meal situation is appropriate when based on
a business need and such dining occurs in conjunction with busin ess discussions.
These guidelines cannot cover every situation that may arise. Employees’ zone office
or corporate department may have more restrictive guidelines.
Employees are expected to use good judgment and exercise the highest degree of
integrity in conducting State Farm’s business. Employees should discuss with their
supervisor any situation they are uncertain about.

105. WellPoint
Standards of Ethical Business Conduct1 calls are treated confidentially to the extent possible and no attempt is made to identify
the number from which the call is made. Conversations with Ethics and Compliance
Ethics and Compliance – Our Shared Responsibilities team members are not recorded or traced.
When a report is made to the Ethics and Compliance department, appropriate action
Reporting Violations and Seeking Advice is taken to review and/or investigate the report. You are expected to cooperate fully
You have an obligation to report any known or suspected violation of the WellPoint during an investigation. Any associate who violates the WellPoint Standards or other
Standards. By reporting a known or suspected violation, you show responsibility and internal policies and procedures is subject to corrective action, up to and including
fairness to other associates and our stakeholders, and help protect WellPoint’s termination of employment. In addition, as required and/or appropriate, the Ethics and
reputation and assets. Compliance department may disclose investigation matters to applicable law
enforcement or regulatory entities.
An Ethics and Compliance HelpLine, post office box and e-mail address are available
for you to seek guidance or report any known or suspected violation of the WellPoint The Ethics and Compliance department is a resource available to you to seek advice
Standards, confidentially and without fear of retaliation. These resources are intended on matters pertaining to the WellPoint Standards, laws and regulations, ethics and
to supplement existing internal communication channels and are not intended to compliance related policies and procedures or business ethics dilemmas.
replace your management team. Report issues to the Ethics and Compliance Non-retaliation
department when you feel you have exhausted normal management channels or are
uncomfortable about bringing an issue to your manager. Any associate who reports a known or suspected ethical or compliance concern, or
who participates in an investigation, will not be subject to retaliation or retribution
• Ethics and Compliance HelpLine: (877) 725-2702 (toll free) because of such activity. Any associate, regardless of seniority or status, engaging in
• Ethics and Compliance Address: Post Office Box 791, Indianapolis, IN 46206 retaliatory activity is subject to corrective action, up to and including termination of
employment.
• Ethics and Compliance e-Mail: ethicsandcompliance@wellpoint.com
Corrective Action
• WorkNet Quick Link: Report Ethics and Compliance Issues
The policies set forth in the WellPoint Standards are used in conjunction with other
company policies and procedures including the Human Resources policies,
The Ethics and Compliance HelpLine is available 24 hours a day, seven days a week. administrative policies, departmental policies and procedures, collective bargaining
agreements, etc. Associates who violate the WellPoint Standards or other related
It is answered by Ethics and Compliance department team members during normal company policies are subject to corrective action up to and including termination of
business hours and by confidential voice mail when team members are unavailable employment. Some examples of conduct for which corrective action may be taken are:
and after business hours. If you call the HelpLine and get voice mail, please leave
your name and telephone number, including area code. A member of the Ethics and • Authorizing or participating in actions that violate the WellPoint Standards or
Compliance team will return your call during the next business day. If you prefer to violation of WellPoint policies and procedures.
make an anonymous report, please provide enough specific information about the • Failing to report a known or suspected violation of the WellPoint Standards.
incident or situation, including the location, so that we can begin an investigation. All
1Source: http://media.corporate -ir.net/media_files/irol/13/130104/corpgov1/2008_WellPoint_Standa rds.pdf

• Refusing to cooperate in the investigation of a known or suspected violation of • The gift or special courtesy is reasonable and appropriate to the occasion and
the WellPoint Standards. accepted on an infrequent basis, regardless of the amount.
• Disclosing, without authorization, confidential information about an investigation. • The gift or special courtesy is not cash (honoraria, vouchers and some coupons
are considered cash gifts).
• Failing, as a violator’s manager(s), to detect and report a violation, if such failure
reflects inadequate oversight. • You disclose the gift or special courtesy to your manager.
• Retaliating against an individual for reporting a known or suspected violation of • The total value of gifts or special courtesies from individuals or entities outside of
the WellPoint Standards or for participating in an investigation. WellPoint received by you in any given calendar year does not exceed $200.
• Making intentional false reports of misconduct or violation of the WellPoint • You are not an associate of a WellPoint business unit administering a
Standards. government contract, for which more stringent gift and specials courtesy
exceptions may apply.
The degree of corrective action will depend on the nature and circumstances of the
violation. Perishable gifts such as flowers and fruit baskets valued in excess of $100 may be
accepted only if they are shared by your department and appropriate management
Conducting WellPoint’s Business approval is obtained.
Gifts and Special Courtesies — Offering
Gifts and Special Courtesies
You must never offer to give money directly or indirectly to influence, obtain or retain
You should use good judgment and discretion to avoid even the appearance of
business. Such payments may be considered bribes or kickbacks that violate
impropriety or obligation in giving or receiving gifts and entertainment. You should be
WellPoint’s policies and laws.
certain that any gift given or received, or entertainment hosted or attended by you
does not violate the law, customary business practices or the WellPoint Standards. You may offer gifts or special courtesies to individuals or entities outside of WellPoint,
provided:
Gifts and Special Courtesies — Acceptance
• The guidelines outlined in separate sections below are followed when dealing
You and your family members may accept gifts or other special courtesies from
with government customers, WellPoint customers or potential WellPoint
individuals or entities outside of WellPoint, provided:
customers.
• Acceptance of the gift or special courtesy will not compromise your ability to act in
• The gift or special courtesy is reasonable and appropriate for the occasion.
the best interests of WellPoint.
• The total value of the gift or special courtesy does not exceed $100 per person.
• The value of the gift or special courtesy does not exceed $100 per occasion.

• The total value of gifts or special courtesies offered to the same individual or If you work for a business unit administering a government contract, you are
entity by you in any given calendar year does not exceed $200. accountable for knowing and complying with your business unit’s policy on gifts,
special courtesies and entertainment, as more stringent exceptions apply.
• A department record is maintained, stating the name of the individual or entity to
whom a gift or special courtesy is offered and the value of each gift or special Generally, associates working for a business unit administering a government contract
courtesy. (federal, state or local) are prohibited from accepting meals or anything of value from
beneficiaries, physicians, vendors, government agents/representatives or anyone
• The gift or special courtesy is not an attempt, or could not be perceived as an
conducting or wishing to conduct business with WellPoint. However, modest items of
attempt, to influence any business decision to obtain or retain business for
food, refreshments or trinkets provided during a meeting or seminar may be accepted.
WellPoint.
Anti-rebating Statutes — Offering Gifts to Customers and Potential Customers
• The gift or special courtesy is not cash or a cash equivalent. However, WellPoint
may provide a discount; if the discount is of nominal value; reasonable, based Anti-rebating statutes prohibit WellPoint associates, agents, brokers, solicitors or any
upon the circumstances; only offered to existing members for health-related other person representing WellPoint from offering WellPoint customers or prospective
products or based on health-related activities; and the discount is not generally customers the following in an attempt to solicit or induce the purchase of WellPoint
available to the public (i.e., the discount should be unique to WellPoint members). products or services:
You must check with the Legal department to determine current requirements
• Employment.
before offering a discount.
• Shares of stock or other securities.
• The gift or special courtesy extended does not violate the Gift and Special
Courtesies policy of the recipient’s company or organization. • Any advisory board contract, or any similar contract, agreement or understanding,
offering, providing for or promising any profits or special returns or special
• The Labor Management Reporting and Disclosure Act of 1959 (LMRDA) requires
dividends.
employers to report payments or loans of money to labor organizations or to
officers, agents, shop stewards or other representatives or employees of labor • Any prizes, goods, wares, merchandise or property of an aggregate valued in
organizations. Under Department of Labor regulations, employers are required to excess of individual state’s guidelines.
report annually (with limited exceptions) payments, gifts, meals, or other things of
value provided to Union officials and select other individuals on Form LM10. The
law also provides a limited exception for payments under $250 in the aggregate A listing of individual WellPoint core state’s guidelines can be found on the Ethics and
annually. You should always check with the Legal department to determine Compliance intranet site. These guidelines are based on laws and departments of
current requirements before engaging in this type of activity. insurance standards in effect at publication of the WellPoint Standards. You should
always check with the Legal department to determine current requirements.
Perishable gifts such as flowers and fruit baskets in excess of $100 may be extended
as a gift or special courtesy if given with the intent they will be shared by more than
one individual, such as a department or organization.

Federal Anti-kickback Statutes WellPoint’s behalf at no cost to WellPoint.

Federal anti-kickback statutes impose severe criminal, civil and monetary penalties on - Offers to provide research and data results at no cost to WellPoint.
individuals who offer or accept a kickback and on any company that solicits or accepts
- Offers to perform free seminars for WellPoint associates, physicians or
kickbacks. A “kickback” is any money, fee, commission, credit, gift, gratuity, thing of
customers.
value or compensation of any kind, which is provided or accepted, directly or
indirectly, to or by any government contractor, government contractor associate, - Participation in joint activities, such as health fairs or other marketing
subcontractor or subcontractor associate to improperly obtain or reward favorable activities.
treatment in connection with a government contract or a subcontract relating to a
- Waiver of seminar fees.
government contract, or relating to any circumstance where federal health care dollars
are involved. Kickbacks also include any money, fee, commission, credit, gift, gratuity, • Receipt of anything of more than nominal value from an outside source, for which
thing of value or compensation of any kind given as an inducement or reward for no payment or payment of less than fair market value by WellPoint is involved.
referring a person to a health care provider to receive health care services paid for by
As a general rule, if a vendor/supplier or someone affiliated with the vendor/supplier
a federal health care program.
offers to pay for your travel and lodging expenses to attend a conference, meeting or
Vendor /Supplier Relationships seminar it is sponsoring, you should decline the offer. Under most circumstances,
WellPoint must pay for its associates’ travel and lodging expenses to avoid actual or
You may be approached by outside sources such as computer vendor s,
perceived conflicts of interest. If you are speaking at the conference, meeting or
pharmaceutical manufacturers or physicians, offering cash, materials, services or
seminar, typically the conference, meeting or seminar fee can be waived.
equipment to be used for activities in which WellPoint is engage d, such as member or
provider education and disease management programs. Outside sources may or may In addition, the solicitation of services by a pharmaceutical manufacturer or someone
not have a current business relationship with WellPoint. You may perceive these affiliated with a pharmaceutical manufacturer is subject to WellPoint’s Policy
offers as an attempt only to assist WellPoint in its business. However, the offers have Regarding the Provision of Services to Pharmaceutical Manufacturers. The policy
the potential to be perceived as bribes, kickbacks or unfair sales practices, which helps ensure that the receipt of direct or indirect compensation from a pharmaceutical
could, if not properly structured, violate WellPoint policies and laws. manufacturer for the provision of services does not influence, or appear to influence
our formularies, coverage levels, or other utilization management decisions. The
The following activities are not allowed under WellPoint’s policies and the law:
policy also helps ensure compliance with applicable law. The policy is available on
• Receipt of cash directly or indirectly from an outside source without any services WorkNet through the Companywide Policies and Guiding Principles Quick Link.
or services of comparable value.
Due to the complexity of legal requirements that might apply in these situations,
• Receipt of products or services free or at less than fair market value from any contact the Legal department to determine whether the contemplated activity complies
outside source, such as: with the WellPoint Standards and the applicable law.
- Materials to be distributed internally or externally.
- Offers to perform member or provider mailings that are solely on

Business Entertainment
WellPoint recognizes that business entertainment is an element of the company’s
ongoing relationship with its customers and prospective customers. Business
entertainment includes, but is not limited to, meals, charitable and sporting events,
golf, spas, parties, plays, concerts, industry conferences and other events where
business matters are discussed, but where it is apparent that the event is not intended
solely as a business meeting. Business entertainment also includes items raffled off at
health fairs and industry conferences in which WellPoint is a participant.
During these types of occasions, you are expected to exercise good judgment about
socially appropriate behavior. When participating in business entertainment, you must
consult with your manager and the WellPoint Travel and Expense Reimbursement
policy, which is available on WorkNet through the Companywide Policies and Guiding
Principles Quick Link.
Foreign Corrupt Practices Act
The Foreign Corrupt Practices Act (FCPA) prohibits businesses and individuals
(including officers, directors, employees, agents and stockholders) from making or
offering to make a payment to a foreign government official in order to obtain or retain
business. This prohibition applies to any decision to award or c ontinue government
business or to make a favorable regulatory ruling.
Violations of the FCPA can result in prison time for individuals and substantial fines
against the organization, as well as a prohibition on doing business with the U.S.
government.
No associate shall give any payment or other item of monetary value that might
influence or appear to influence the decision of a foreign government official in
performing his or her job. Something you may perceive as harmless, such as paying
for the dinner, could be a violation of the FCPA. Therefore, before engaging in any
activity with foreign government officials which would involve making a payment or
giving anything of monetary value, you should consult the Legal Department to ensure
compliance with all applicable laws.o

106. Dell
Corporate Responsibility Report 20081 published by respected organizations such as The Corporate Executive Board, Dell’s
program maintains a score of 96 percent. Dell’s positive score is attributed to
ETHICS AND COMPLIANCE implementing 27 of the 28 identified leading global practices and establishing a well-
staffed program. In addition, Dell was the only program that annually achieved a 100
Key Compliance Program Accomplishments percent employee completion rate for compliance training.
Risk Assessment: Looking Ahead
Dell conducted a global legal and regulatory compliance risk assessment in In fiscal year 2009 the Global Ethics and Compliance Team will continue to work with
accordance with the U.S. Federal Sentencing Guidelines. This assessment was based global partners to review and enhance controls, policies, processes and training. As
on the well-established and recognized Committee of Sponsoring Organizations of the part of these initiatives, the team will focus on developing a new and updated Code of
Treadway Commission, or COSO, methodology. Based on data gathered by Global Conduct current with internal and external developments and internal program
Legal, business compliance teams and other sources, the Compliance COC identified improvements. The project goals are to deliver a clear and concise Code of Conduct
more than 80 laws, regulations, and other specific compliance requirements of that is fresh, engaging, and focused on team member accountability across the globe.
significance to Dell for each of the major regions. Topics included, but were not limited In conjunction with refreshing the Code, we will revisit several policies, including the
to, the U.S. Foreign Corrupt Practices Act, U.S. Fair Labor Stan dards Act, Sarbanes- Global Gifts and Entertainment Policy, Foreign Corrupt Practices Act Policy and Board
Oxley Act, U.S. and European antitrust laws, U.S. export administration regulations, Membership Policy.
Waste from Electrical and Electronic Equipment (WEEE) Directive and French Data
Protection Act. A detailed risk analysis was then conducted based on impact and EMPLOYEE ETHICS TOOLS
likelihood. The results of the assessment informed, and continue to inform, multiple
global Dell teams as they develop legal and compliance policies, procedures, training Raising Issues and Making Inquiries
and other internal controls. Dell’s direct business model also influences employees to be honest and transparent
Benchmarking Against Fortune ’s 200: in their interactions. Ethics and values issues — and the situations that arise from
these issues — are often complex. We ask employees to think before they act and to
We benchmarked our fiscal year 2008 compliance program by comparing it to 21 of use available avenues for questions or concerns regarding the Dell Code of Conduct
Fortune ’s 200 and seven of Fortune’s most admired companies, including General and related policies.
Electric, EDS, Intel, Sun, Xerox, Nike, AMD, Wal-Mart, Starbucks, DuPont and others.
Led by Dell’s chief ethics and compliance officer, the benchmark team held We realize that people may make mistakes — employees will not always be able to
conversations with the chief ethics and compliance officers at these companies to respond ideally to all situations. So it is imperative to communicate mistakes in a
discuss compliance organization structure; mandatory training course material; timely fashion. As outlined in the Dell Code of Conduct, all employees are required to
compliance policies; investigation procedures; risk assessment methodologies; report suspected violations of law or policy — whether unintentional or deliberate —
management, executive, and Audit Committee reporting; industry and peer council so that we can research and implement the appropriate corrective actions.
memberships; and numerous other topics. Based on the results of the study, and in Employees have several avenues for raising issues and concerns:
alignment with the U.S. Federal Sentencing Guidelines and recognized best practices
• Open Door Policy: Dell encourages open and honest
1 Source: http://www.dell.com/downloads/global/corporate/environ/report2008.pdf

ommunication. Through this process, employees have an opportunity to be translated into multiple languages and presented during newhire orientations, brown-
heard, and Dell managers, human resources representatives and Ombuds bag meetings, and town hall and staff meetings.
Officers benefit from understanding employee concerns.
The Global Ethics and Compliance Team also delivers formal, consistent training to
• Global Ethics and Compliance Team: Employees who are uncomfortable raising prepare all employees for effectively, legally and safely performing their jobs. This
an issue or concern through the Open Door policy can contact Global Ethics and training program matches appropriate content to learners in an effort to mitigate
Compliance Team members directly by e-mail, phone, regular mail or in person. employee and company risk. Senior management strongly supports every aspect of
the education program and has helped Dell achieve 100 percent completion for
• Ethics Helpline: The Ethics Helpline is a toll-free telephone service administered
required courses in the past six years.
by a third party and is available 24-hours per day to take confidential calls
regarding business ethics and the Code of Conduct. Employees who prefer to In fiscal year 2008 Dell required two global training courses for employees: Winning
raise issues by using the Ethics Helpline have the option of remaining with Integrity (Code of Conduct overview) and Information Security Policies and
anonymous. Standards. With the exception of certain manufacturing populations, Dell employees
were also required to complete three additional global courses: Dell Corporate
Governance, Records Management, and the newly developed Privacy and Data
Whether issues are raised through these or through other avenues such as Legal, Protection Awareness course. All five globally consistent courses were available
Corporate Audit or Security, the partnership among the teams ensures that all reports online in at least 13 languages and were completed by 100 percent of the employee
will be kept confidential; that retaliation won’t be tolerated; that people will be groups.
presumed innocent; and that investigations will be prompt, thorough, respectful, and in
Some employees have additional training topic requirements — such as trade
compliance with privacy and other local law requirements.
compliance or intellectual property — specific to their business, location and role.
As in past years, the number of issues and inquiries brought to the Global Ethics and
Compliance Team increased in fiscal year 2008. These metrics reflect the heightened
sense of awareness, accountability and responsibility of our employees. We are
pleased that Dell employees take seriously their obligation to do the right thing and
Code of Conduct 1
are comfortable raising questions and concerns.
Ethics Training Introduction to the Code of Conduct
Throughout fiscal year 2008 the Global Ethics and Compliance Team led topical Our Code of Conduct, "Winning with Integrity," provides general guidance to all Dell
campaigns with a comprehensive array of education and awareness initiatives. The employees and assists us in carrying out our daily activities in accordance with both
campaigns highlighted issues such as privacy and data protection, workplace conduct, the letter and the spirit of applicable laws and with Dell's higher standard. This is a
and gifts and entertainment. The team developed in -depth education and training global Code, and adherence to the guidance in this document is required of all Dell
materials that are used globally. Situational videos, presentations and toolkits are a employees around the world.
few examples of the materials available. All educational and training materials are The Code cannot answer every question or address every possible situation.
1Source: http:// www.dell.com/downloads/global/corporate/vision_national/code_of_conduct.pdf

Consequently, various corporate and regional policies containing detail and specificity The Audit Committee of the Dell Board of Directors must approve in advance any
beyond the scope of this Code may be found on ww.inside.dell.com or the corporate waiver of or amendment to any provision of Dell's Code of Conduct.
intranet in each of our global regions. Employees should familiarize themselves with
and adhere to all applicable policies and procedures. If any provision of this Code or Gifts and Other Business Courtesies
Dell policy conflicts with local law or regulations, the one with the higher standard will
apply, except in cases where doing so would cause non-compliance with local law. Giving or Accepting Business Courtesies
If you have questions about a Code provision or are unclear about a particular course Dell selects suppliers and wins customers on the basis of the merits of people,
of action, you should use the many resources that are available to you for assistance. products and services. Dell employees must comply with the legal requirements of
each country in which we conduct business and should employ the highest ethical
• Global Ethics Web site (http://inside.dell.com/ethics) – Provides specific guidance
standards in business dealings. Therefore, as a Dell employee you must never accept
for common situations and answers to frequently asked questions.
or give a bribe, nor should you accept or give a business courtesy that will
• Ethics office in your region – Available to answer specific questions regarding the compromise your judgment, inappropriately influence others, conflict with Dell's ability
Code. to succeed or reflect negatively on the company.
• Dell's Ethics Helpline – 1-888-888 -9975. A 24-hour toll-free telephone service A business courtesy is generally a gift or entertainment such as tickets, discounts or
through which you can raise concerns anonymously (please check the Global meals to or from someone with whom Dell has a business relationship.
Ethics Web site for your Ethics Helpline local calling prefix or contact your local
Unless otherwise specified in this Code or local policy, you may accept gifts of
Ethics office).
nominal value ($50 USD equivalent or less). Approval from local management and the
Regional Ethics office must be received before accepting any gift that is in excess of
$50 (USD) equivalent or less. You also may accept meals and entertainment provided
You may also discuss issues, concerns or raise questions to your management team,
that such activities are reasonable, in good taste and consistent with accepted
Human Resources representatives, the legal team or the Office of the Ombuds (where
business practices. The business courtesy should be accepted solely for the purpose
available).
of cultivating or enhancing a business relationship.
All employees are responsible for understanding and complying with the Dell Code of
Regardless of the amount, you must never accept:
Conduct and all applicable Dell policies. Failure to abide by the Code or other Dell
policies may result in disciplinary action up to and including termination of • gifts of cash or its equivalent (e.g. stock, bonds or other negotiable instruments);
employment. or
In addition, Dell expects that anyone acting as its agent will adhere to the same higher • any other business courtesy given in an attempt to motivate you to do anything
standard as Dell employees while acting on Dell's behalf. Therefore, temporary that is prohibited by law, regulation or Dell policy.
workers, independent contractors and consultants providing services for Dell will be
provided with a copy of this Code and must agree to abide by all applicable laws and
all pertinent provisions of this Code in connection with their work for Dell.

Anti-Corruption Laws and Business Courtesies to Government

Officials/Customers
Regardless of local practices or competitive intensity, you must never directly or
indirectly make a corrupt payment (cash or any other items of value) to obtain, retain
or direct business, or to acquire any improper advantage. As a Dell employee, you
must fully comply with all anti-corruption laws of the countries in which Dell does
business, including the U.S. Foreign Corrupt Practices Act (FCPA ), which applies
globally.
Complex rules govern the giving of gifts and payments to governmental employees.
Therefore, what may be permissible in regard to commercial customers may be illegal
when dealing with the government and could even constitute a crime. In some
countries, businesses may be controlled by the government, making it difficult to
distinguish between commercial and government officials. Therefore, your Ethics
Committee and the Legal Department must approve business courtesies to any
employee or official of any government-affiliated entity.
Raising/Resolving Issues and Concerns
Raising Concerns or Reporting Violations

Dell is committed to winning with integrity. If you suspect a violation of law, this Code
or Dell policy, or other improper activities at Dell, it is your responsibility to
immediately raise these concerns. You can bring them to the attention of your
manager or to another member of management. Or, you may use other reporting
avenues such as contacting your Human Resources representative, the Global or
Regional Ethics office or the Ethics Helpline. Calls to the Ethics Helpline, a toll-free
telephone service, 1-888-888-9975 (check with the Global Ethics Web site for your
applicable local calling prefix), may be made anonymously. All employees will be
treated with dignity and respect and will not be subject to retaliation, threats or
harassment for raising concerns or reporting violations.

107. Johnson & Johnson
2007 Sustainability Report1 Johnson & Johnson Policy On Business Conduct²

About Our Business Practices Responsibilities of Managers and Employees
All managers shall be responsible for the enforcement of and compliance with this
Policy on Business Conduct including necessary distribution to ensure employee
knowledge and compliance. The board of directors or other governing body of each
affiliate company shall formally adopt this Policy as its own corporate policy binding on
all directors, officers and employees of the company.
Appropriate managers will periodically be required to certify compliance with this
Policy. Any false certification - even if directed by a supervisor - will be dealt with
severely.
All employees are responsible for complying with this Policy. Any employee having
information concerning any prohibited or unlawful act shall promptly report such
matter to the General Counsel or other member of the Law Department of Johnson &
Johnson. While this is the preferred reporting procedure, employees should also feel
free to report to anyone in line management, including the Executive Committee,
Corporate Internal Audit, the Chief Financial Officer, the Treasurer, the Controller or
the Secretary of Johnson & Johnson.
It could also be appropriate to contact the Audit Committee of the Board of Directors,
through its Chairman, or one of the other independent directors on the Board of
Directors of Johnson & Johnson.
Employees can write to any of these individuals anonymously at the Company's
Headquarters, One Johnson & Johnson Plaza, New Brunswick, NJ 08933. In addition,
Johnson & Johnson companies throughout the world have telephone compliance lines
that allow employees to report anonymously any complaints or concerns arising under
the Policy on Business Conduct or otherwise. Employees can also call anonymously
the Corporate Headquarters telephone compliance line at 888-384 -0947.
Employees should be advised of this reporting obligation and encouraged to report
any prohibited or unlawful activities of which they are aware. There will be no reprisals
for reporting such information and employees should be so advised.
1 Source: http://www.jnj.com/wps/wcm/connect/b92d59804ae70ee5bc98fc0f0a50c ff8/2007-sustainability-report.pdf?MOD=AJPERES

²Source: http://www.investor.jnj.com/governance/conduct.cfm

The Corporate Internal Audit Department has audit programs with procedures to common sense should dictate what would be considered extravagant or excessive. If
assist in monitoring compliance with this Policy. The outside auditors will also be a disinterested third party would be likely to infer that it affected your judgment, then it
particularly alert and sensitive to such compliance. All employees are expected to is too much. All of our business dealings must be on arm's-length terms and free of
provide full assistance and disclosure to both the internal and external auditors in any favorable treatment resulting from the personal interest of our employees. Loans
connection with any review of compliance with this Policy. to employees from financial institutions which do business with the Company are
permissible as long as the loans are made on prevailing terms and conditions.
Influencing or attempting to influence any business transaction between the Company
Every employee has a duty to avoid business, financial or other direct or indirect
and another entity in which an employee has a direct or indirect financial interest or
interests or relationships which conflict with the interests of the Company or which
acts as a director, officer, employee, partner, agent or consultant.
divide his or her loyalty to the Company. Any activity which even appears to present
such a conflict must be avoided or terminated unless, after disclosure to the Buying or selling securities of any other company using non-public information
appropriate level of management, it is determined that the activity is not harmful to the obtained in the performance of an employee's duties, or providing such information so
Company or otherwise improper. obtained to others.
A conflict or the appearance of a conflict of interest may arise in many ways. For Disclosure is the key. Any employee who has a question about whether any situation
example, depending on the circumstances, the following may constitute an improper in which he or she is involved amounts to a conflict of interest or the appearance of
conflict of interest: one should disclose the pertinent details, preferably in writing, to his or her supervisor.
Each supervisor is responsible for discussing the situation with the employee and
Ownership of or an interest in a competitor or in a business with which the Company
arriving at a decision after consultation with or notice to the appropriate higher level of
has or is contemplating a relationship (such as a supplier, customer, landlord,
management. Each President, General Manager and Managing Director is
distributor, licensee/ licensor, etc.) either directly or indirectly, such as through family
responsible for advising his or her Company Group Chairman or International Vice
members.
President, as the case may be, in writing, of all disclosures and decisions made under
Profiting, or assisting others to profit, from confidential information or business this Policy. The Law Department in New Brunswick should be consulted for advice as
opportunities that are available because of employment by the Company. necessary.
Providing service to a competitor or a proposed or present supplier or customer as an To summarize, each employee is obligated to disclose his or her own conflict or any
employee director, officer, partner, agent or consultant. appearance of a conflict of interest. The end result of the process of disclosure,
discussion and consultation may well be approval of certain relationships or
Soliciting or accepting gifts, payments, loans, services or any form of compensation
transactions on the ground that, despite appearances, they are not harmful to the
from suppliers, customers, competitors or others seeking to do business with the
Company. But all conflicts and appearances of conflicts of interest are prohibited,
Company. Social amenities customarily associated with legitimate business
even if they do not harm the Company, unless they have gone through this process.
relationships are permissible. These include the usual forms of entertainment such as
lunches or dinners as well as occasional gifts of modest value. While it is difficult to Respect for Trade Secrets
define "& customary," "modest," or "usual" by stating a specific dollar amount,
It is the policy of Johnson & Johnson to respect the trade secrets and proprietary

information of others. Although information obtained from the public domain is a business. Such payments (sometimes referred to as "second-country" payments) may
legitimate source of competitive information, a trade secret obtained through improper be made to other entities such as suppliers of goods and services provided:
means is not.
• The laws of any involved country permit the payment and receipt of such "off-
If a competitor's trade secrets or proprietary information are offered to an employee in shore" funds, as determined in advance of any commitment by competent local
a suspicious manner, or if an employee has any question about the legitimacy of the legal counsel in collaboration with the Johnson & Johnson Law Department,
use or acquisition of competitive information, the Law Department should be
• The transaction complies in all other respects with this Policy on Business
contacted immediately. No action regarding such information should be taken before
Conduct, and
consultation with the Law Department.
• The arrangements are set forth in a letter of understanding between our
Use of Funds, Assets, Complete and Accurate Books and Records; Second-
Company and the outside entity, and these letters are available for review by our
Country Payments
internal and outside auditors.
Sales of the Company's products and services, and purchases of products and
services of suppliers, shall be made solely on the basis of quality, price and service,
and never on the basis of giving or receiving payments, gifts, entertainment or favors. The Presidents and Managing Directors of our companies have the primary
responsibility to devise, establish and maintain an effective system of internal
No Company funds, assets or information shall be used for any unlawful purpose. No
accounting controls, and to demonstrate that such controls have been appraised and
employee shall purchase privileges or special benefits through payment of bribes,
documented. General guidelines relating to this appraisal function and documentation
illegal political contributions, or other illicit payments or otherwise give anything of
standards are available from the Vice President of Corporate Internal Audit.
value to a government official in order to influence inappropriately any act or decision
on the part of the official.
No undisclosed or unrecorded fund or asset shall be established for any purpose.
No false or artificial entries shall be made in the books and records of the Company
for any reason, and no employee shall engage in any arrangement that results in such
prohibited act, even if directed to do so by a supervisor.
No payment shall be approved or made with the agreement or understanding that any
part of such payment is to be used for any purpose other than that described by
documents supporting the payment.
No payments of any kind (whether commissions, promotional expenses, personal
expenses, free goods or whatever) shall be made to an unaffiliated distributor or sales
agent (or employee or agent thereof) in any country other than that in which the sales
were made or in which the distributor or sales agent has a substantial place of

108. Marathon Oil
2007 Corporate Social Responsibility Report 1 Code of Business Conduct, administers the Integrity Helpline, develops and
implements ethics education programs, and communicates internally and externally
VALUES IN ACTION SUMMARY about ethical business conduct. It also coordinates with the Law, Audit and Human
Resources organizations to ensure program compliance.
Our Actions in 2007 All employees, except SSA employees and union members, must complete
• Completed mandatory ethics training and anti-corruption training, and provided mandatory ethics training every three years. In 2007, mandatory training addressed
resources for employees to promote ethical behavior. employee questions and concerns about potential retaliation for reporting unethical
behavior. The training emphasized that retaliation for good faith reporting is itself a
• Advocated fair, reasonable and achievable laws and regulations at the U.S. violation of the Code. SSA conducted its biannual ethics training in 2007, using face-
federal and state levels. to-face sessions for all headquarters employees and Operations employees at the
• Engaged with government decision-making bodies, regulatory agencies, level of district manager and higher. Computer-based training (CBT) on ethics is
international organizations, trade associations and other groups involved in public provided for store managers annually and for all newly hired store associates.
policy activities to enhance Marathon’s business opportunities. The Integrity Helpline is a confidential, 24-hour global telephone resource for
anonymously reporting suspected unethical or illegal activity and for seeking guidance
for Code of Business Conduct compliance. There were 238 calls to the Helpline in
HONESTY AND INTEGRITY 2007, compared to 203 calls in 2006. Of these, 211 were closed in 2007 following
internal investigation. Some calls received late in the year were not closed in 2007.
Business Ethics Approximately 90 percent of all Helpline callers received a response or action was
taken within one business day.
A reputation for integrity and ethical business conduct is one of the most valuable
assets an individual or company can possess. Marathon is committed to upholding Approximately 38 percent of calls were inquiries and 62 percent were allegations.
high standards of ethical behavior. Allegations in 2007 increased by 96 percent from 2006. The BI Office believes the
increase resulted from heightened awareness that the Code prohibits retaliation for
The vice president of Corporate Compliance and Ethics oversees the Company’s reporting in good faith.
compliance and ethics efforts. This officer is a member of the Business Integrity (BI)
Advisory Committee, along with representatives from Law, Audit, Human Resources Designated employees known as Business Integrity Partners assist the BI Office with
and Operations. This committee influences communication and training initiatives. Approximately 50 BI Partners in organizations
and locations worldwide raise awareness among co-workers about Marathon’s
policies on integrity, provides guidance and advice on the Code of Business Conduct, commitment to being an ethical organization and how to access related resources.
and promotes training and compliance. A subject matter expert in ethics from the They also provide feedback to the BI Office on employees’ understanding of ethics
University of St. Thomas in Houston attends the committee’s meetings to provide an messages and issues.
independent perspective.
Marathon strives to be recognized as a company that applies best practices in
The BI Office directs the Company’s emphasis on ethical standards, maintains the business ethics. BI personnel network with ethics officer peers, partner with
professors
1 Source: http://www.marathon.com/content/documents/social_responsibility/living_our_values_reports/lov_report_2007_final.pdf

of business ethics at universities, and in 2007 made presentations at national Employees who require training must also certify annually that they have complied
conferences, ethics association meetings and business school graduate classes. The with Marathon’s Anti-Corruption Compliance Guidelines.
Company also participates in the Ethics Resource Center Fellows Program in the U.S.
Marathon maintains a comprehensive anti-corruption compliance audit program for its
Sarbanes-Oxley Act Compliance non-U.S. operations and non-operated interests, particularly in countries that are not
in the Organisation for Economic Cooperation and Development (OECD). Audits
Marathon complies with the Sarbanes-Oxley (SOX) Act of 2002 and related
review record keeping, financial controls, personnel training records, documents
regulations promulgated by the U.S. Securities and Exchange Commission (SEC).
related to hiring contractors and consultants, and business expense reports of
The SOX 404 Steering Committee, comprising representatives and senior
managers responsible for operations in non-OECD countries. Managers are also
management from across the enterprise, oversees the SOX 404 compliance process.
interviewed as part of the audits.
The SOX 404 Team includes representatives from the Upstream, Downstream and
SSA accounting departments. The steering committee, team and internal auditors
work with individuals throughout the Company on the compliance process.
Information about Marathon’s SOX controls and policies is available to all employees
on the Company’ s internal Web site. Code of Business Conduct1
Marathon ’s Policy for Whistleblowing Procedures establishes procedures for handling Accountability and Responsibility
concerns from employees, vendors, contractors and other third parties about
accounting and auditing related issues. Concerns may be reported through the Accountability and Responsibility
Integrity Helpline or the Business Integrity Office. The BI Office records and
categorizes all reports to ensure compliance with applicable policies and regulations. We make many decisions every day at all levels of the organization. This is how we
Marathon is committed to protecting any employee who makes a good faith report move forward and accomplish our business goals. We as individuals are accountable
about accounting and auditing issues. for making good decisions and for the outcomes those decisions produce. Our Code
of Business Conduct provides guidance for our decisions.
Anti-Corruption Compliance
Our fellow employees look to us for leadership and to see if we take responsibility for
Marathon and its majority-owned subsidiaries comply with all anti-corruption laws, our own actions. Each of us must act as a leader by taking responsibility for
including the U.S. Foreign Corrupt Practices Act (FCPA), wherever it does business. everything we do.
The U.S. FCPA, like the laws of other nations, forbids bribing foreign officials or
representatives of foreign governments. The Company’s vice president of Corporate Each of us must abide by our Code of Business Conduct. Violators of the Code are
Compliance and Ethics is responsible for anti-corruption compliance. subject to appropriate discipline, up to and including dismissal from the Company and
prosecution under the law. Any waiver of the provisions of this Code requires the
Annual FCPA and anti-corruption training is mandatory for all employees whose job personal review and approval of the President of the Company. Any waiver of the
responsibilities include foreign operations. Employees who transfer outside the U.S. provisions of this Code for the benefit of senior financial officers, executive officers or
receive additional anti-corruption compliance training. In 2007, 1,432 employees members of the Board of the Company requires the personal review and approval of
worldwide attended FCPA training.
1 Source: http://www.marathon.com/content/documents/investor_center/corporate_governance/code_ethics_2006_rev.pdf

the Audit Committee or Board of Directors and must be promptly disclosed to (http://roadmap.fdy.mapllc.com/rmtacctg/approvalform/) has been implemented for
shareholders. Waivers may be granted only as permitted by law and in extraordinary use when supervisory approval is required.
circumstances.
Responsibility to Governments and the Law
Reporting Non-compliance
If you have any knowledge of a violation of our Code of Business Conduct, you have Anti-corruption Laws
an obligation to report it to your supervisor or manager or to another appropriate
We will comply with all anti-corruption laws, including the U.S. Foreign Corrupt
person. The Company will not allow retaliation for reporting concerns in good faith.
Practices Act or ”FCPA,” wherever we do business. These laws generally forbid bribes
Retaliation for good faith reporting is itself a violation of this Code. Again, refer to the
to government officials or their representatives. While the U.S., like nearly all nations,
Getting Help section of this Code for more information on how you can report non-
outlaws bribing its own government officials, the FCPA also makes it a crime to bribe
compliance situations.
“foreign governmental officials,” a term that is broadly defined. The FCPA also
Responsibility to Shareholders requires the Company to keep books, records and accounts which, in reasonable
detail, accurately and fairly reflect its foreign and domestic transactions. You must
consult with the Accounting Organization as soon as possible if you are concerned
that the Company’s books, records and accounts do not accurately reflect the
The exchange of gifts, meals and entertainment is a common practice in business, Company’s transactions.
and can help us build better relationships with customers, vendors and other business
The Company requires comprehensive FCPA and anti-corruption compliance training
allies. Although world customs about gifts and entertainment vary, one principle is
for all employees whose job responsibilities involve FCPA and anticorruption
clear and common: an employee should not accept any gift, favor or entertainment if
compliance.
doing so will obligate, appear to obligate or is intended to obligate or unduly influence
the employee. Think about what other employees might think about your actions and
Getting Help
what kind of example you would be setting.
The types of gifts and entertainment that are appropriate to give or receive as a Integrity Helpline
Company employee depend on many factors. If the gift, meal or entertainment in
The Integrity Helpline is an additional resource for anonymous advice or discussion on
question is lavish or frequent, or unusual for the receiver’s job or community, it is
workplace behavior and ethics. You can reach it in many ways (see the enclosed
probably not acceptable. If you ’re in the middle of negotiations or bid evaluations,
Getting Help card in the back pocket of this Code of Business Conduct book). The
extra care is merited. Never request or solicit personal gifts, favors, entertainment or
Integrity Helpline phone number is:
services. Never offer or accept gifts of cash or securities. This section of the Code is
not intended to conflict with Company compensation programs or Company • 877-713-8314 (Callers may call anonymously. Caller ID is disabled on this line. If
authorized distributions to employees or third parties. calling from outside the U.S., use the dialing instructions found on the Integrity
Helpline posters at your location.)
Further information can be found in the Company’s Guidelines for Meals, Gifts and
Entertainment. An electronic Gift and Entertainment Reporting System

If requested by the employee source, the Company will treat the employee’s identity
and the alleged illegal or unethical conduct as confidential information, and will
disclose the identity of such source only as necessary to comply with legal
requirements and investigate the reported conduct. Those informed of the employee’s
identity shall be made aware of the need for confidentiality.
If you call anonymously, you will be provided a number to use in identifying your
inquiry. The group of professionals who answer your call will work with you to get the
information the Company needs to address your concern.
Reporting Illegal or Unethical Conduct
The Integrity Helpline also enables employees, vendors and contractors to report
unethical or illegal acts, or suspicions of unethical or illegal acts. The Company will not
allow retaliation against an employee who reports in good faith concerns about
compliance with the law, compliance with this Code or other ethical concerns. The
Business Integrity Office coordinates the resolution of all calls. This may include the
involvement of Auditing, the Law Organization, Human Resources and departmental
management as necessary. The Helpline number, mailing and e-mail addresses
currently in operation can be found on the enclosed Getting Help card in the back
pocket of this Code of Business Conduct book.
If an employee becomes aware of any issue concerning the financial integrity of the
Company, including questionable accounting or auditing matters, he or she must bring
it to the attention of management or the Business Integrity Office. If requested by the
employee, the Business Integrity Office will arrange for the confidential, anonymous
submission to the Audit Committee of concerns regarding questionable accounting or
auditing matters, consistent with the Sarbanes -Oxley Act of 2002.

109. Enel
Sustainability Report 2007 1 HR – Human Rights Performance Indicators
Governance The policy

• confirms that the behavior of whoever holds a position as the head, or in any
“Zero Tolerance of Corruption” plan case, coordinator, of resources must represent an example and provide
In June 2006, the Board of Directors approved the adoption of the “Zero Tolerance of leadership in accordance with the Code of Ethics and the Zero Tolerance of
Corruption – ZTC” plan in order to give substance to Enel’s adherence to the Global Corruption Plan;
Compact (an action program sponsored by the U.N. in 2000) and th e PACI – • states that every violation of the Code of Ethics and the other reference
Partnership Against Corruption Initiative (sponsored by the Davos World Economic regulations must be promptly brought to the attention of the Head of Auditing,
Forum in 2005). even if there is only a suspicion, so that the latter can investigate and report to
The ZTC plan neither replaces nor overlaps with the Code of Ethics and the the Internal Control Committee;
compliance program adopted pursuant to legislative decree no. 231/2001, but • guarantees absolute confidentiality regarding the identity of the whistleblower and
represents a more radical step regarding the subject of corruption and adopts a series immunity of the same from reprisals, illicit pressures, embarassment, and
of recommendations for implementing the principles formulated on the subject by discrimination of any kind;
Transparency International.
• provides stakeholders and/or anyone else who intends to report an alleged
Information about the instruments at the disposal of Enel’s personnel can be found on violation of the Code of Ethics with a specially provided channel dedicated to both
p. 10 of the Zero Tolerance of Corruption Plan, available at signed and anonymous reports.
www.enel.it/azienda/chi_siamo/tzc /.
Entrusted with monitoring the checks performed by the different operating units
responsible for implementing corporate procedures such as the Code of Ethics, the In 2007, there were 16 ascertained violations of the Code of Ethics, distributed as
ZTC Plan, and the Legislative Decree 231/2001 Compliance Program, Enel SpA’s follows according to the process concerned:
Auditing Department periodically assesses the main risks for the Group, specifying the • Network connection, operation, and maintenance: 5;
criteria for measuring, managing, and monitoring them. This activity is carried out in
compliance with the Self-regulation Code promoted by Borsa Italiana SpA and the • Customer management: 5;
requirements of the Sarbanes-Oxley Act (SOA). • Credit management: 2;
Risk assessment enables the Company to identify and evaluate the risks that can • Metering: 1;
prejudice the achievement of corporate objectives, pinpoint the way to manage the
risks, evaluate the control system in place, identify actions for mitigating potential • Contract, materials, and logistics management: 1;
risks, and identify the remaining risks and ascertain whether or not they are • Asset and real estate services management: 1;
compatible with the sound and proper management of the Company.
• Worksite management: 1.
1 Source: http://www.enel.it/azienda_en/sostenibilita/bilanci_sostenibilita/doc/sostenibilita_2007_ing.pdf

Following the ascertainment of the violations, the Ethical and Fraud Audit Unit SO2: Percentage and number of internal divisions monitored for risks
appropriately informed the process owners involved and requested them to adopt connected with corruption.
specific corrective measures.
100% (in the period concerned: 2005, 2006, 2007).
SO – Social Performance Indicators All Enel employees undertake to fight corruption. Specifically, each organizational unit
is responsible, for the parts within its province, for setting up appropriate control
SO1: Corruption systems useful for implementing the ZTC Plan.
In compliance with the principles declared and assumed in the Code of Ethics, in 2002 Monitoring the controls set up by the different operating units for implementing the
Enel became the first Italian company to provide itself with a structured or organic Plan is entrusted to the Auditing Departing, which performs its duties in all Enel
system of procedures aimed at preventing the commission of specific crimes and companies and provides suggestions for improving the internal control system.
other breaches of the law, including ones in the interest of the Company and ones
The results of the assessments made by the Auditing Department are summarized in
against the civil service. This system – the Organizational Model 231/2001 – was put
the Analysis of the Enel Group’s Risk Factors (which is updated annually) and the
in place in accordance with the prescriptions of the legislative decree that adapted
Annual Report on the Internal Control System provided for by Organizational Model
Italian law to international agreements on the protection of financial interests and the
231/01.
fight against corruption.
SO3: Percentage of workers who have received training on the organization’s
With regard to the fight against corruption, in compliance with the tenth principle of the
anti-corruption policies and procedures.
Global Compact, since June 2006 Enel has been active with its “Zero Tolerance of
Corruption ” Plan, which – in addition to confirming the necessity of observing the In 2007, 6,819 employees in Italy received training on anti-corruption policies and
principles of honesty, transparency, and fairness in the conduct of business – puts procedures.
forward precise anti-corruption measures to adopt in different work relations, includ ing
The online course regarding the Code of Ethics, which has been translated into 5
those with partners, subsidiaries, suppliers, consultants, and c olleagues.
languages, has been assigned to foreign personnel since the end of 2006. The Zero
In drawing up the ZTC Plan, the study group availed itself of the expertise of Tolerance of Corruption procedure, which went into effect in 2006, is being
Transparency International, adopting and including in the Plan the criteria of implemented at all the companies abroad (see the HR3 comment on p. 143).
transparency developed by Transparency with regard to bribes, facilitations,
With regard to competition and to anti-competitive practices that should be avoided, a
contributions, sponsorships, giveaways, and purchasing processes .
specific distance-training course has been made available to all Enel employees.
Among other things, the course uses practical cases to explain the rules for conduct in
relations with competitors, customers, and suppliers. It also includes multiple-choice
tests that are useful for checking what has been learned.
Furthermore, the continual training addressed to contact-center workers provides for
specific antitrust forms illustrating how to behave and what anti-competitive practices

to avoid in relations with the people with whom they are in contact. department head, who shall see that prior communication of the fact is made to the
Enel SpA Audit Department.
SO4: Actions undertaken in response to cases of corruption.
Employees of Enel who receive free articles or benefits that do not fall under the
In the period concerned (2005, 2006, 2007), a single case of corruption occurred
authorized categories are required to notify the Audit Department of Enel SpA under
within the Group, in the procurement process. Enel took the steps provided for by the
the established procedures, which shall evaluate whether the conduct is appropriate,
Company’s disciplinary code to punish the personnel involved and suspended the
in addition to notifying the giver of Enel’s policy on the subject.
other party’s qualification as a supplier.
Implementation procedures
Reports from stakeholders

Code of Ethics 1 Enel arranges for the establishment of channels of communication through which
each stakeholder may submit notifications (for example, units responsible for relations
Criteria of conduct
with consumer or environmental associations, suppliers and personnel, plus call
centers for customers etc.).
Gifts, free articles and benefits
Alternatively, all Enel stakeholders may report, in written, non-anonymous form, any
Any form of gift which exceeds or be construed as exceeding normal commercial violations or suspected violations of the code of ethics3 to the Audit Department of
practices or courtesy or which is in any way meant to obtain favorable treatment in the Enel SpA, which shall analyze the report, possibly hearing its author and the individual
pursuit of any activity tied to Enel, is prohibited. In particular, all forms of gifts to public involved in the alleged violation.
officials in Italy or abroad, auditors, directors of Enel SpA and its subsidiaries,
members of the Board of Statutory Auditors or to their family members, capable of The Audit Department of Enel SpA shall take steps to ensure that those making the
influencing their independence of judgement or obtaining any type of advantage are reports are not subject to any acts of retaliation, meaning actions that may give rise to
prohibited. even the suspicion of discrimination or penalization (in the case of suppliers, for
example: interruptions of business relations; in the case of employees: failure to be
This rule, to which there shall be no exceptions even in those countries where offering promoted etc.). In addition, confidentiality is guaranteed with regard to the identity of
gifts of value to commercial partners is a custom, regards both gifts promised or the individual making the report, unless otherwise required under the law.
offered and those received. The term “gift” refers to any type of benefit (participation in
conferences free of charge, the promise of a job offer etc.). In all cases, Enel refrains Violations of the code of ethics
from practices not permitted by the law, commercial practice or the ethical codes – The Audit Department of Enel SpA reports violations of the code of ethics that emerge
assuming these are known – of the companies or entities with which it has relations. following the reports of stakeholders or ethical auditing activities, in addition to
The free articles offered by Enel are meant to promote the brand image of Enel. Any presenting whatever suggestions are held to be necessary:
gifts given – with the exception of those of modest value – must be documented in • in the most important cases, the reports are made to the Internal Control
such a way that checks may be performed, in addition to being authorized by the
1 Source: http://www.enel.it/azienda_en/chi_siamo/codice_etico_3/download/doc/eticoInglese.zip

Committee, which, after an appropriate analysis, notifies the Chief Executive

Officer of Enel SpA, or, if necessary, the Board of Directors, of the violations and
the measures taken as a result;
• in other cases, the reports are made directly to the Chief Executive Officer of the
subsidiary involved, with a summary report being supplied to the Chief Executive
Officer of Enel SpA and to the Internal Control Committee.
The relevant corporate departments, alerted by the Chief Executive Officer of the
subsidiary in question, determines the measures to be taken, handling their
implementation and reporting on the outcome to the head of the Audit Department of
Enel SpA.
About us – Code of Ethics1

Reporting breaches of the Code of Ethics
Enel stakeholders can report any breach or suspected breach of the Code of Ethics to
Enel SpA’s Auditing unit.
The identity of persons reporting breaches will be treated confidentially, without
prejudice to the requirements of the law, in order to safeguard such persons from any
form of reprisal. By this is meant any action that might give rise even to the mere
suspicion of discrimination or penalisation .
The reports may be sent through the following procedures:
• E-mail: audit.enel.codice.etico@enel.it
• A letter to the address:
Codice Etico – Funzione Audit Corporate Enel SpA Viale Regina Margherita, 137
00198 Roma - Italy
1 Source: http://www.enel.it/azienda_en/chi_siamo/codice_etico_3/segnalazione_responsabile/

110. Saint-Gobain
Our values 1
Respect for the law
All Group companies must apply in all areas all laws and regulations of the countries
where they do business. Particular attention is drawn to the are as described below.
All Group companies must prohibit all actions which might breach applicable norms of
competition law. They must refrain from any form of financing political parties or
activities, even if allowed under local law. They must also reject all forms of active or
passive corruption whether in domestic or international transactions.
Furthermore, Group companies must not exploit loopholes or inadequacies in any
such laws or regulations where this would mean non-compliance with the norms of the
Saint-Gobain Group in the areas described below.
1 Source: http://www.saint-gobain.com/en/group/our-values/respect-law

111. Lloyds TSB Group
Corporate Responsibility Report 20071
Supporting employee engagement
People management
We also conduct frequent employee forums and focus groups to test opinions on a
range of issues, from company strategy and employee benefits to product
development. Our confidential “whistleblowing” telephone line is available to all
employees to report concerns that they feel unable or unwilling to raise with their line
manager. Many employees in the UK are represented by two recognised trade unions
which are consulted regularly. For those working in the EU, we hold a yearly
European Employee Forum where key employment issues are discusse d.
1 Source: http://lloydstsb.com/media/lloydstsb2004/pdfs/corporate_report_2007.pdf

112. CNP Assurances
2007 Annual Report and Sustainable Development Report 1
Identifying risks to manage them more effectively
Taking action against money laundering

The system to combat attempts to launder the proceeds of crime and finance terrorist
organizations is led by a dedicated corporate team, supported by a network of anti-
money laundering officers in all of the units exposed to this risk. Everyone in the
organization is expected to exercise constant vigilance. First-tier controls follow
documented procedures revised in early 2008, with specific warning indicators
designed to detect any suspect transactions. Second -tier ex-post controls are also
performed to identify any suspect transactions that may have sli pped through the net
during first-tier controls.
All staff are given up -to-date information on the system and applicable procedures,
and employees at the front line in the fight against money laundering receive specific
training. Vigilance extends to all of our companies, particularl y foreign subsidiaries,
through a coordination process and risk reporting system. Compliance reports are
regularly submitted to the Chief Executive Officer and the Executive Committee, which
take particular care in verifying that the entire system is reviewed and improved on an
ongoing basis.
1 Source: http://thomson.mobular.net/thomson/7/2733/3316/print/AR07_EN.pdf

114. RWE
Our Responsibility Report 2007 1 organisations or foundations affiliated to them. Furthermore, the implementation
guidelines for our Code of Conduct greatly restrict the extent of the hospitality to be
CR strategy and stakeholder dialogue extended to holders of public office.
There is of course a risk of corruption amongst our own employees, too, and in view of
Our Code of Conduct the fact that RWE places orders worth some €6 billion every year, this risk should
Of central importance to corporate responsibility and good corporate governance at certainly not be underestimated. The purchasing activities of both RWE Systems and
RWE is the Code of Conduct we adopted in 2005. [07] This was drafted by a team RWE Trading are therefore subject to very strict rules. An audit of RWE Systems
that included external experts [08] and is based conducted by the accountancy firm Ernst & Young in 2006 confirmed that its internal
control mechanisms are in keeping with international best practice, at the same time
explicitly on the ten principles of the Global Compact. The year 2006 saw the creation adding that there is further room for improvement. Together with staff from Ernst &
of a taskforce to monitor its implementation. The members of this body, the Group’s Young, our Internal Auditing Department in 2007 made sure that these
Compliance Officers, develop guidelines specifying how the requirements of the Code recommendations were adequately implemented to help improve the way purchasing
of Conduct, are to be interpreted and complied with. An online training programme is handled.
has been launched to implement the Code; the operating companies have also begun
to hold briefings to additionally familiarise their employees with the requirements of the
Code. All the operating companies now have a Compliance Officer to advise
employees and handle any reports of non -compliance. In addition to this, employees
wishing to report infringements can approach an independent law firm, which has Code of Conduct²
agreed to act as ombudsman in such cases.
External Relations
Once a year, each supervisor checks whether his team has complied with the Code,
and subsequently presents the results to the Compliance Officer. The experience of
General principles
implementing the Code is then analysed and presented to RWE AG’s Executive
Board, with the analysis being used to identify areas where employees may need RWE conducts its businesses in a manner that is legally and ethically beyond
further support to implement the Code, for example when it comes to the right way to reproach and expects the same of its employees. RWE urges its business partners,
deal with invitations extended out to members of parliament. suppliers and customers to abide by this principle as well.
The private interests of RWE employees and the interests of the Company are to
Fair Competition
remain strictly separated. A conflict of interest occurs when private interests collide
Corruption and bribery with RWE’s interests or even when there might be a perception of such a conflict.
Monetary benefits from third parties must therefore not be solicited or accepted by any
Our Code of Conduct provides us with binding rules for dealings with politicians and
employee, nor must they be offered or given to third parties by any employee. This
holders of public office (see p. 60). We do not contribute to political parties or to any
applies without exception, particularly to individuals holding public office, including
1 Source: http://www.rwe.com/generator.aspx/konzern/verantwortung/daten-und-dialog/publikationen/downloads/property=Data/id=626460/unsere-verantwortung-2007-en.pdf
²Source: http://www.rwe.com/generator.aspx/konzern/property=Data/id=266710/en-download.pdf

those in foreign countries or international organisations. Compliance Officers

Other types of benefits from suppliers, customers or other business partners may not If this is not possible or seems inappropriate given the circumstances, employees can
be solicited. contact an RWE Compliance Officer. Compliance Officers will be appointed by RWE
AG and by each operating company; subsidiaries should decide for themselves
Token business gifts, business entertainment or other gifts may only be accepted
whether they need to appoint their own Compliance Officer.
within the bounds of customary business practices, as long as they do not influence
corporate decision-making. The Compliance Officers will treat each question, comment and suggestion with the
utmost confidentiality and deal with each concern individually as the situation
These types of benefits may only be given within the bounds of normal customer
demands. Upon request, employees will be informed of how their issue was handled
relations practices, as long as they are not seen as an attempt to gain undue
and what measures were taken.
influence.
No employee will face recrimination for contacting a Compliance Officer, though
Compliance with the Code of Conduct/Reporting sanctions may be applied if the Code of Conduct has been violated.
General principles In addition, RWE has appointed external contacts to support it in complying with the
Code.
Each RWE employee will receive a copy of the Code of Conduct. The Code must
If it is not possible for an employee to clarify a Code-related issue by using the above-
become a living part of the RWE corporate culture and must be incorporated into the
described company resources, he or she may take the matter to one of these external
day-to-day work of all employees. Managers in particular are called upon to actively
contacts. Information provided to the external contacts will be forwarded (at the
promote the Code’s implementation. This involves ensuring that all of the employees
employee’s request: anonymously) to the RWE AG Compliance Officer, who will deal
assigned to them are familiar with the Code
with it in the manner described in the preceding paragraph. The contact details of the
of Conduct so that they can comply with its regulations in their daily work. The Group Compliance Officer and the external contacts are listed on the Company intranet.
Internal Audit Department checks compliance with the Code and incorporates the
Code’s principles into its audit criteria.
To clarify any issues relating to the Code and Code compliance, employees should
first consult their supervisor or the department within their company responsible for
dealing with these issues. Such issues include the interpretation of specific sections of
the Code and evaluating an employee’s own behaviour against the Code’s principles.
If an employee has reason to believe the Code has been violated by himself/herself or
another employee, this too should first be clarified in the employee’ s own work area.

116. Indian Oil
Sustainability Report 2007-081 Listing Agreement as applicable except composition of the Board of Directors, as
stated earlier.
Sustainability Outlook
A Strategy Meet of the Board is held once a year to deliberate in detail strategic
issues, policy decisions and perspective plans for the future.
The IndianOil board is deeply committed to delivering competitive, secure returns by
There have been no materially significant issue-related party transactions, pecuniary applying its distinctive capabilities across the entire hydrocarbon value chain through
transactions or relationship between the Company and its Directors for the year ended use of an equally distinctive set of assets in the country besides converting new
31st March 2008 that may have a potential conflict with the interests of the Company business opportunities into commercial success, both within the country and
at large. overseas.
There were no cases of non-compliance by the Company and no penalties / strictures The system of ‘Memorandum of Undertaking (MoU)’ was introduced by the
were enforced on the Company by the Stock Exchange/ Securities & Exchange Board Government of India in 1987-88 as a part of the reform package for public sector
of India (SEBI) or any other statutory authority on any matter related to the capital enterprises to progressively enhance their performance. IndianOil has consistently
markets during the last three years. displayed the highest level of managerial performance in all its physical and financial
The Company has framed a whistle -blower policy, wherein the employees are free to parameters, as evidenced in its MoU rankings.
report any improper activity resulting in violation of laws, rules, regulations or code of Following the liberalisation of the Indian economy, the Government of India decided to
conduct by any of the employees, to the Competent Authority or Audit Committee for identify public sector companies that have comparative advantages and support them
review, as the case may be. The confidentiality of those reporting the violations shall in their drive to become global giants. Accordingly, IndianOil was in the first batch of
be maintained and they shall not be subjected to any discriminatory practice. The nine companies granted ‘Navratna’ status in July 1997 with enhanced autonomy and
policy is being implemented with effect from the current financi al year, i.e., 2008-09. delegation of powers.
IndianOil has entered into a Memorandum of Understanding (MoU) with Transparency
International India (TII) in January 2008 for implementing an Integrity Pact Programme
focussed on enhancing transparency in its business transactions, contracts and
procurement processes. Four independent external monitors nominated by TII in Community 2
consultation with the Central Vigilance Commission (CVC) shall monitor the activities.
Vigilance
Investor Service Cells are operational at the Registered Office in Mumbai and
Corporate Office in New Delhi to address the grievances and queries of shareholders IndianOil is against corruption in all its forms and has adopted a set of Conduct,
and a separate e-mail ID (investors@indianoil.co.in) has been created for Discipline and Appeal rules for its employees. It has undertaken and implemented
shareholders to write in. widely accepted initiatives such as grievance redressal mechanism, whistle-blower
policy and a welldefined and strictly implemented policy on prevention of sexual
The Company has complied with all the mandatory requirements of Clause-49 of the
harassment at the workplace.
1 Source: http://www.iocl.com/Aboutus/SustainabilityOutlook.pdf
²Source: http://www.iocl.com/Aboutus/Community.pdf

The Vigilance Cell of IndianOil carries out preventive measures like system studies to • Avoid conducting business with (a) a relative or (b) a private limited company in
eliminate irregularities and inconsistencies in business processes and enhance which he or his relative is a member or a director (c) a public limited company in
transparency in award and execution of contracts, and increase awareness of the which he or his relative holds 2% or more shares or voting right and (d) with a
Central Vigilance Commission (CVC) rules and guidelines. firm in which the relative is a partner, except with the prior approval of the Board;
Over 50 training courses/workshops on vigilance awareness and the roles and • Avoid having any personal and/or financial interest in any business dealings
responsibilities of individuals were conducted for 1,173 workmen and officers during concerning the Company;
2007-08. Special emphasis was laid on system studies to check whether existing rules
• Not engage in any business, relationship or activity with anyone who is a party to
and regulations are allowing the various operations to function in an efficient,
a transaction with the Company;
transparent and cost -effective manner and additional measures or changes, if any,
needed in the various procedures and manuals to achieve the desi red results. • Avoid any dealings with a contractor or supplier that compromises the ability to
transact business on a professional, impartial and competitive basis or influences
A Vigilance Awareness Week aimed at upholding the corporate value of trust and
decisions to be made by the Company;
ensuring total commitment to corporate ethics, was observed throughout the
organisation from 12th to 16th November 2007. • Not hold any positions or jobs or engage in other businesses or interests that are
prejudicial to the interests of the Company;
• Not exploit for his own personal gain, opportunities that are discovered through
use of corporate property, information or position, unless the opportunity is
Code of conduct 1 disclosed fully in writing to the Board and the Board declines to pursue such
opportunity;
Ethical Conduct
• Not seek, accept, or offer or make, directly or indirectly, any gifts, illegal
Every Officer shall act within the authority conferred upon him by the Company and payments, remuneration, donations or comparable benefits which are intended to
under applicable law, keeping the best interests of the Company in view and shall: or perceived to obtain business or uncompetitive favours for the conduct of
• Act with professionalism, utmost care, skill, diligence, honesty, good faith and business save as otherwise provided under the CDA Rules;
integrity as well as high moral and ethical standards; • Not commit any offence involving moral turpitude or any act contrary to law or
• Fulfil their fiduciary obligations without allowing their independence of judgment to opposed to public policy.
be compromised;
• Act fairly and transparently and not participate in any decision-making process on
a subject matter in which a conflict of interest exists or is likely to exist such that
an independent judgment of the Company’s best interest cannot be exercised;
1Source: http://www.iocl.com/print/talktous/Codeofconduct.htm

117. Nippon Oil
CSR Report 2008 1
Ethics
“Ethics” as the foundation of CSR

The Nippon Oil Group regards CSR as fulfilling social responsibilities through
business activities based on sincere implementation of the Group Philosophy by each
officer and employee. While high ethical standards are part of the Group’s philosophy,
the fulfillment of social responsibilities must also be rooted in a strong sense of ethics.
Consideration of the essential nature of things and what is right is a vital part of trying
to cultivate a strong ethical sense, which is based on the willingness to ask questions.
We have promoted CSR through the adoption of a constructively critical attitude
whereby we constantly question the intrinsic value of daily business activities in the
broader context of what society demands.
The Nippon Oil Group has introduced a “case method”-based educational approach to
help officers and employees develop better ethical decision-making capabilities and
has carried out business ethics training courses, “Business Ethics Café.”
1 Source: http://www.eneos.co.jp/english/company/current_csr_report/pdf/ene_csr2008_all_eng.pdf

118. Mitsubishi UFJ Financial Group
Corporate Social Responsibility Report 2008 –Supplemental Report 1 Prevention of money laundering²
Working with Our Stakeholders: Business Partners We shall be fully alert to the possibility that funds handled in transactions by financial
institutions might be used for, derived from or intended for criminal or terrorist
Fairness in Business purposes. We shall strive to prevent money laundering by endeavoring to thoroughly
identify transaction parties, and if we discover transactions where we suspect criminal
The Group has stipulated two items in our Ethical Framework and Code of Conduct— involvement, we shall not overlook these and shall respond appropriately.
"strict observance of laws and regulations, and prohibition of unfair transactions" and
"disavowal of anti-social and criminal elements"— to create and sustain healthy
relationships with our business partners. We maintain fairness in business by carefully
observing the law under all circumstances and building up fair and sound partnerships
without supporting anti -social, corrupt, or criminal elements.
Restoring Confidence
Compliance Training
To prevent the recurrence of problems, and to establish an effective compliance
system, all employees in managerial positions of group companies participated in
compliance trainings.
Strengthening Anti-Money Laundering Measures
Strengthening anti-money laundering measures is increasingly important, and the
three companies and the holding company have established Anti-Money Laundering
Offices within their Compliance Divisions, which enforce anti-money laundering
measures in a consistent fashion both within Japan and worldwide.
1Source: http://www.mufg.jp/english/csr/csrreport/2008/pdffile/ref/all_e.pdf
²Source: http://www.mufg.jp/english/profile/ethics/

119. Renault
CODE OF GOOD CONDUCT 1 have recourse to any other practices (subcontracting, orders, etc.) in order to make
payments to officials, employees, family relations, associates or partners of their
The conduct of members of staff within the Group contracting parties.
Relations with third parties: Offers and acceptance of gifts

A member of staff of the Group who endeavours to have a supplier or customer enter
into contract with a Group entity must not under any circumstances resort to 2007 REGISTRATION DOCUMENT²
corruption, whether actively or passively.
ETHICS AND COMPLIANCE
In this spirit, no member of staff will offer or promise any gift in any form whatsoever,
other than as is customary within the Group.
CODE OF GOOD CONDUCT AND RULES OF COMPLIANCE
In the event of doubt as to customary practice within the Group, the member of staff
In 1998 Renault introduced a Code of Good Conduct that provides a framework for
concerned will consult their hierarchical superiors.
relationships with all stakeholders, both inside and outside the Group. The Code is
Similarly, no member of staff will solicit or accept any gift of a value exceeding given to managerial staff and to suppliers in order to set out clearly defined principles
customary practice in the Group, nor any sum of money, even in the form of a loan, for dealing with complex or unexpected situations.
nor any other advantage in any form whatsoever, or have any memb er of their family
Given the Group’s steady international expansion and the wide variety of risks in the
or entourage solicit or accept the same, from any external entit y which is liable to
countries where it is present, Renault decided to reinforce its ethical approach by
count on such member of staff ’s influence within the Group to favour its interests. In
adding a “Compliance” function to the existing Code of Good Conduct. The
any event, members of staff of the Group shall inform their hierarchical superiors of
Compliance function is an integral part of the Renault group’s internal control
any solicitation or offers of special advantages which they have been subject to,
procedures and is independent of the internal audit function.
directly or indirectly.
Placed under the authority of the CEO, the Compliance function is organized around
Relations outside the Renault Group the Global Compliance Committee, which is supported in each region by a committee
chaired by the regional leader.
CORRUPTION AND DISGUISED REBATES
To enable employees to play an active role in risk prevention, Renault has set up a
No member of staff of the Group may, directly or indirectly, accept or require any bribe warning system. The aim is to encourage all members of staff to report any
or advantage whatsoever. irregularities in the areas of accounting, finance and the fight against corruption. This
procedure is governed by the terms of the CNIL (France’s Data Processing
No enterprise in the Group may propose or give any bribes or other advantages, nor
Commission) and guarantees the full confidentiality of the warning process.
accept a demand for the same.
The enterprise must not provide any rebate or kickback concerning part of the
payment for performance of a contract to the employees of their contracting party, nor
1 Source: http://www.renault.com/en/Lists/ArchivesDocuments/Renault%20-%20Code%20of%20ethics%20-%20en.pdf
²Source: http://www.renault.com/en/Lists/ArchivesDocuments/Renault%20-%202007%20Registration%20Document.pdf

The Compliance function ensures that the Code is correctly applied, promotes the
Group ’s ethics framework, advises senior management, collects and processes
warnings received.
The Code of Good Conduct and Rules of Compliance were adopted by the Board of
Directors on September 26, 2007. They became applicable on January 1, 2008 and
have been sent out to all employees.
REPORT OF THE CHAIRMAN OF THE BOARD PURSUANT TO ARTICLE L. 225-
37 OF THE COMMERCIAL CODE
SHARED CORPORATE VALUES AND PRACTICES

The Renault group has a Code of Good Conduct and compliance rules, which were
updated in 2007 and approved by the Board of Directors on Septem ber 26, 2007. This
Code took effect on January 1, 2008, when the post of senior Compliance Officer was
created. This officer is tasked with ensuring that the Code is properly applied and
verifying compliance with international procedures and rules on best practice. He or
she also makes recommendations aimed at optimizing these procedures and
organizational structures, as part of a dynamic approach. In the role of advisor to
senior management, to whom he or she reports, the senior Compliance Officer
promotes the Renault group’s compliance policy.
In addition, the Group is setting up a whistleblowing system that will allow any
member of staff to report instances of deviance from these values and ethics, solely in
the areas of accounting, finance, banking and combating corruption.
Lastly, the Internal Audit department is charged with ensuring compliance with
procedures, notably with respect to detecting and dealing with s uspected fraud.

122. Unilever
Sustainable Development Report 2007 – Introduction1 Sustainable Development Report 2007 – People & Partners²
Our values & strategy Employees
Our values in action Living our values

A code is no practical use unless it is part of an active process of compliance, Each year, country chairmen provide positive assurance that their business adheres
monitoring and reporting. The Board of Unilever is responsible for this process, with to our Code of Business Principles. The Code provides a clear set of ethical
day-to-day responsibility lying with our senior management around the world. guidelines to enable employees to uphold our business integrity.
The Code is translated into nearly 50 languages and is communicated to all Our prohibition against the giving or receiving of bribes is absolute. Moreover, we
employees. make clear that no employee will be penalised for any loss of business resulting from
the rejection of bribery. The Code is communicated to all employees and translated
As part of our worldwide positive assurance process, each year our company
into 47 languages, with processes in place to raise concerns and report breaches. In
chairmen give a written assurance that their business is in compliance with the Code.
2007, we dismissed 54 people (compared to 68 in 2006) for breaches of our Code.
The Board of Unilever reviews these responses. Internal audit is used to provide
reassurance that the process is working satisfactorily. We abide by core ILO labour standards and our Code sets out requirements on
protecting labour rights. In 2007 we surveyed our 45 largest businesses which showed
Any breaches of the Code must be reported in accordance with procedures set by the
that our youngest employee, aged 15, is in Germany, compliant with local legislation.
Group Secretary of Unilever. Our Board will not criticise management for any loss of
business resulting from adherence to our Code. In all these countries, wages paid by Unilever is at least equal to, and in most cases
exceeds, the minimum wage established by the relevant national authority. It is not
We expect and encourage employees to bring to our attention any breach of the Code
always possible to collect information about the number of employees who are
and no employee will suffer as a consequence of reporting a breach. Since 2004 all
members of trade unions for legal reasons; however, in the countries where this
employees worldwide have had access to a toll-free 24-hour ethics telephone hotline.
information is available it reveals 37.1% of our eligible employees are members of
The hotline enables employees to raise any concerns in complete confidence, and
trade unions.
anonymously if they wish.
Code of Business Principles³

Business Integrity
Unilever does not give or receive, whether directly or indirectly, bribes or other
improper advantages for business or financial gain. No employee may offer, give or
1Source: http://www.unilever.com/Images/es_intro_tcm181-130764.pdf
²Source: http://www.unilever.com/Images/es_people_tcm181-130779.pdf
³Source: http:// www.unilever.com/Images/ir_Code-of-Business-Principles-November-2006_tcm181-12290.pdf

receive any gift or payment which is, or may be construed as being, a bribe. Any The Board of Unilever expects employees to bring to their attention, or to that of
demand for, or offer of, a bribe must be rejected immediately and reported to senior management, any breach or suspected breach of these principles.
management.
Provision has been made for employees to be able to report in confidence and no
Unilever accounting records and supporting documents must accura tely describe and employee will suffer as a consequence of doing so.
reflect the nature of the underlying transactions. No undisclosed or unrecorded
account, fund or asset will be established or maintained.
Compliance - Monitoring - Reporting
Compliance with these principles is an essential element in our business success. The Code of Business Principles Hotline 1
Unilever Board is responsible for ensuring these principles are applied throughout Confidential ethics hotline
Unilever.
At the request of the Audit Committee, a confidential ethics hotline was introduced as
The Group Chief Executive is responsible for implementing these principles and is part of the actions required by the Sarbanes-Oxley legislation in the United States, to
supported in this by the Corporate Code Committee comprising the General Counsel, ensure that employees could anonymously submit concerns regarding accounting and
the Joint Secretaries, the Chief Auditor, the SVP HR, the SVP Communications and auditing issues. This facility was extended at the request of the Board to the handling
the Corporate Code Officer, who presents quarterly reports to the Unilever Executive. of all Code of Business Principles issues. The ethics hotline is available 24 hours a
Day-to-day responsibility is delegated to all senior management of the regions, day, 365 days a year.
categories, functions and operating companies. They are responsible for People who are aware of a violation of the Code of Business Principles are
implementing these principles, if necessary through more detailed guidance tailored to encouraged to use the normal channels to report their suspicions - through their line
local needs, and are supported in this by Regional Code Committees comprising the manager or HR director. But the hotline provides an extra method for people who wish
Regional General Counsel together with representatives from all relevant functions to report issues.
and categories.
If any employee reports, in good faith, what they consider to be illegal or unethical
Assurance of compliance is given and monitored each year. Compliance with the activities, they need not be concerned about retaliation from others, and Unilever will
Code is subject to review by the Board supported by the Corporate Responsibility and take disciplinary action against any employee involved in retaliation. This may include
Reputation Committee and for financial and accounting issues the Audit Committee. action up to, and including, termination of employment.
Any breaches of the Code must be reported in accordance with the procedures Reporting and Recording Breaches and Frauds
specified by the General Counsel.
A record of all breaches of the Code is monitored by Company Chairmen and
The Board of Unilever will not criticise management for any loss of business resulting available in operating companies.
from adherence to these principles and other mandatory policies and instructions.
All breaches of the Code are regarded as serious and treated as such.
1Source: http:// www.unilever.com/Images/ir_Code_of_Business_Principles_Hotline_tcm181-12291.pdf

However, some breaches and frauds are so significant that reporting must be made to Each quarter end management will supply:
the Code of Business Principles Committee. These include:
• A collected summary of all breaches reported to the Code of Business Principles
• breach of Code involving misuse of money, assets, information and wrongful Compliance Committee during that quarter, along with an update on breaches
conduct or behaviour where the loss exceeds €10,000 reported to the Code of Business Principles Compliance Committee in previous
quarters in respect of which actions remain outstanding or investigations
• breach of Code the result of deliberate and systemic acts by one or more
continue; and
employees any breach which has the potential to damage the corporate
reputation • the total number of all other breaches of the Code during the quarter in question,
categorised by type.
• any allegation of a bribe, given or received
• a breach following investigation of which dismissal or suspension of a manager is
proposed. Code of Business Principles Compliance Committee
This Committee consists of the two Joint Secretaries, the Chief Auditor, the SVP HR
Development and the Head of Corporate Relations. It meets quarterly to review the
This is not an exhaustive list and management will use their discretion as to whether
reports from management (including breach reports originating through the ethics
reporting is appropriate even if the above criteria are not met.
hotline), to agree any further investigations and reporting which may be necessary,
Method of Reporting by management and to decide if issues need to be brought to the attention of UEX, the Audit
Committee, the External Affairs Committee or the Board.
Reporting to the Code of Business Principles Compliance Committee can be in
writing, via fax or e-mail.
The initial report should be made within a week of discovery, with whatever level of
detail is known initially.
Following the initial alert, the aim is to send a full report, together with
recommendations for remedial action, sanctions etc., within a month.
Any further investigations and reporting that may be necessary must be agreed with
the Code of Business Principles Compliance Committee.

123. United Technologies
2007 Corporate Responsibility Report 1 All persons acting on behalf of UTC will abide by the laws relating to improper
payments. Sales and marketing services performed by third-parties outside the United
Message from the Chairman and the President States must comport with UTC’s policy entitled “Non-U.S. Sales Representatives.”
[…] The year’s progress was not without setbacks. Two issues reported previously Business gifts that are customary and reasonable in frequency and value are
were resolved early in the year, the European Union investigation of cartel behavior in permitted, generally. A gift is never permitted if intended in exchange for favorable
the elevator industry and a Hamilton Sundstrand violation of the U.S. Clean Water Act. treatment or if prohibited by the policies of the recipient or his/her employer.
This report includes details, and UTC’s compliance mechanisms have been renewed
and strengthened accordingly. Tragically, four UTC employees lost their lives in 2007. UTC will not offer or pay any bribe.
Although reduced from prior years and including two deaths as the result of a violent These issues are addressed in the Code Supplement entitled “Giving and Receiving
crime and one motor vehicle fatality, any loss of life is unacceptable. of Business Gifts.”
Strengthened compliance mechanisms included expanded employee ethics training Government Procurement
and mandatory inclusion of an ethics component in annual appraisals for all salaried
employees worldwide. The former included 480,000 modules for 95,000 salaried UTC will comply with procurement laws and rules as they apply to UTC’s business
employees. The latter was completed for 96 percent of domestic salaried employees. with governments around the world.
UTC’s long time DIALOG system for reporting employee concerns confidentially, UTC takes special care to comply with the unique and special rules that apply to
already Web enabled and available globally, was centralized in 2007 in response to contracting with the U.S. Government. At all times, UTC will follow the Government’s
employee feedback. A total of 69,054 DIALOGs have been written and responded to rules for competing fairly, will honor restrictions applying to Government employees
since the program began in 1986. [ …] (e.g., gifts and employment), will deliver products and services that conform to
specifications, will adhere to government accounting and pricing requirements, will
claim only allowable costs, and will ensure the accuracy of data submitted.
The UTC “Policy Statement on Business Ethics and Conduct in Contracting With the
Code of Ethics² United States Government” contains specific guidelines and requirements.
Our Standards of Conduct — How We Perform Conflicts of Interest

UTC’s directors, officers, employees, and representatives must be loyal to UTC and
Marketing & Selling deal with suppliers, customers and others in a manner that avoids even the
UTC will compete in the global marketplace on the basis of the merits of our products appearance of a conflict between personal interests and those of UTC. UTC’s policy
and services. We will sell our products and services honestly and will not pursue any entitled “Conflicts of Interest” further defines conflicts, provides guidance on specific
sale that requires us to act unlawfully or in violation of these standards. subjects, and identifies processes for resolving possible conflicts.
In making comparisons to competitors, care must be taken to avoid disparaging a Coverage includes the following:
competitor through inaccurate statements.
1Source: http://www.utc.com/utc/Static%20files/Company%20Reports/Corporate%20Responsibility%20Reports/2007/2007_utc_corporate_responsibility.pdf
²Source: http://www.utc.com/utc/Static%20files/Governance/coe_english.pdf

• The direct or indirect financial or stock ownership interest in UTC suppliers, Those who make contacts on behalf of UTC with political parties, candidates, elected
customers, or competitors; officials, or governmental officials must comply fully with all applicable laws and UTC
policies (including this Code and UTC’s policy entitled “Government Relations”).
• Seeking or accepting gifts or any form of compensation from suppliers, customers
or others doing business, or seeking to do business with UTC (see the Code UTC will not offer or pay any bribe.
Supplement entitled “Business Gifts from Suppliers”);
UTC encourages its directors, officers and employees to be informed voters and to be
• Directorships, employment by, or voluntary service rendered to another company involved in the political process. Personal participation in political activities, including
or organization; and contributions of time or financial support, is a personal decision and will be entirely
voluntary.
• The personal use of corporate assets (including, for example, tangible property,
proprietary information, non-public information, or business opportunities). Citizenship and Human Rights
UTC is committed to good citizenship and believes that engagement with others
improves the human condition. For our employees worldwide, UTC assures safe and
Actual and potential conflicts must be disclosed to UTC for review. When in doubt,
healthy work environments, based on the more stringent of U.S. standards, local
seek guidance from the Business Practices office.
standards, or UTC policies. UTC does not use child labor or forced labor.
Partners & Suppliers
For our communities worldwide, UTC works to protect the environment, maximize the
UTC purchases equipment, supplies and services on the basis of merit. UTC’s efficiencies of our products, and reduce wastes, emissions, energy consumption, and
partners, suppliers, vendors and subcontractors will be treated with fairness and the use of materials of concern. As affirmed in other sections of the Code, UTC obeys
integrity and without discrimination. the law, does not discriminate in personnel practices, and does not engage in corrupt
practices. In addition to its own commitments, UTC expects direct suppliers to adopt
Those who deal with suppliers or potential suppliers are subject to UTC’s policy
suitable codes of business conduct. See UTC's policy entitled "Corporate Citizenship."
governing “Conflicts of Interest” and the Code Supplement entitled “Business Gifts
from Suppliers.” Our Code of Ethics — How We Comply
UTC seeks to maximize opportunities for small, small disadvantaged, minority-owned,
woman -owned, veteran-owned, and historically underutilized businesses to serve as Complying with this Code of Ethics
suppliers and subcontractors, in accordance with its policy entitled “Contracting with
Each director, officer, employee and representative of UTC worldwide must comply
Diverse Businesses.”
with this Code and its implementing supplements and policies.
Involvement in the Political Process
Managers at all levels of UTC are responsible for creating and fostering a culture of
UTC will comply with all national, state and local laws regulating UTC’s participation in ethical business practices, encouraging open communications, and instilling an
political affairs, including limitations on contributions to political parties, national awareness of and commitment to this Code of Ethics.
political committees, and individual candidates.
Failure to comply with this Code or any its requirements will result in appropriate
discipline, up to and including discharge. Discipline will be determined by the

cognizant operating management in conjunction with the Business Practices office, DIALOG is a companion process, which operates under the direct control of the
and principles of fairness and equity will apply. Ombudsmen. DIALOG is a written, two-way, communications channel and is intended
for less complex issues. DIALOG is available worldwide by mailing a paper form
Asking Questions & Raising Concerns
(which is available from DIALOG boxes located in various work areas) or by using a
Questions regarding this Code, its application to specific circumstances, and reports secure, encrypted, internet-based, electronic system, eDIALOG,
of actual or suspected violations can be raised to any level of the supervisory chain, (https://eDIALOG.confidential.utc.com).
the Legal Department, a Business Practices Officer, Human Resources, or by
To fully assure confidentiality, company computers should not be used for eDIALOG
contacting a UTC Ombudsman or using DIALOG.
communications. Each director, officer, employee, and representative is personally
Since 1986, the Ombudsman/DIALOG program has been available as an alternative responsible for raising to UTC’s attention any actual or suspected violations of this
communications channel. Code of Ethics, its implementing supplements and policies, or any law or regulation.
UTC prohibits any retribution against any person for reporting anything he/she
Ombudsman/DIALOG is confidential (by protecting the identity of the person raising
reasonably believes constitutes a violation or suspected violation.
the issue), neutral (by being the advocate neither of management nor employees),
and independent (by operating separately from management). In addition, through the In addition, UTC prohibits any retribution against any employee who raises, in good
Ombudsman/DIALOG program, questions or concerns can be submitted faith, any concern with respect to policies or practices used within a business.
anonymously. However, the use of these communication channels to report wrongdoing will not
absolve anyone from accountability for personal involvement in any wrongdoing.
Ombudsman/DIALOG serves only as a communications intermediary, and
management is responsible for investigating concerns and for answering questions UTC employees and others who suspect irregularities in company accounting, internal
that are raised through the program. Ombudsman/DIALOG will process any business- accounting controls, or auditing matters, can report these matters to UTC by using the
related issue except those subject to the provisions of a collective bargaining mail, e-mail, and toll-free numbers published on UTC’s website at www.utc.com.
agreement or those restricted by applicable law. The identity of a person using Alternatively, employees of UTC may contact an Ombudsman or use DIALOG.
Ombudsman/DIALOG will be protected unless disclosure is compelled by a court of
law or there appears to be imminent risk of serious harm. The Ombudsmen and the
DIALOG coordinators are guided by the Code of Ethics and Standards of Practice of
the International Ombudsman Association
(http://www.ombudsassociation.org/standards/).
The UTC Ombudsmen, who are trained mediators, work principally by telephone and
can be contacted worldwide by using the toll-free telephone numbers appearing at the
end of this Code. The Ombudsmen serve as communications intermediaries on issues
that are more complex, such as those having legal implications or requiring
investigation.

124. Groupe Caisse d’Épargne
RAPPORT DEVELOPPEMENT DURABLE 2006 1 Compliance²
DÉONTOLOGIE, CONFORMITÉ, S ÉCURITÉ ET MAÎTRISE DES RISQUES The prevention of money laundering and terrorist financing
All entities belonging to Groupe Caisse d’Epargne apply the rules and regulations
Lutter contre le blanchiment et la corruption introduced by French legislation that comply with international standards as defined
recently by the Financial Action Task Force* (FATF). In particular, Groupe Caisse
A partir des obligations réglementaires auxquelles il est soumis, le Groupe Caisse
d’Epargne is subject to the supervision and control of the French regulatory authorities
d ’Epargne a régulièrement développé une culture en matière de lutte contre le
responsible for the financial services industry: the French Banking Commission, the
blanchiment et le financement du terrorisme. Son action s’est déployée dans trois
AMF French financial markets authorities, the ACAM authority responsible for
principaux domaines : animation de la fili ère, outils, règles et normes.
monitoring insurance and mutual insurance companies, etc.
L ’effet conjugué d’une sensibilisation très largement partagée et d’une expertise
These standards are circulated in a consistent manner within all Group companies
constamment développée a permis de constituer une authentique filière métiers. Les
(Caisses d’Epargne, direct and indirect subsidiaries in France and overseas) in full
services dédiés à la prévention du blanchiment et du financement des activités
compliance with the relevant legislative authorities. Awareness-building measures are
terroristes représentent un sous-ensemble de près de 200 personnes qui opèrent
taken at regular intervals to ensure that all the operating personnel remain sensitized
dans toutes les entreprises du Groupe, sur toutes les activités.
to these questions and, in particular, aware of changes in the regulations as and when
Les déclarations de soupçon effectuées par les entreprises du Groupe à Tracfin ont they occur and informed of the different tools used for this purpose.
é té en augmentation régulière, quantitative dans un premier emps, qualitative ensuite.
The greatest possible importance is given to developing a personal understanding of
Ainsi, en 2006, malgré une réduction de près de 16 % du nombre des déclarations, il
the customer through a documented file created when a relationship is first
appara ît que celles-ci ont plus fréquemment contribué aux dispositifs de lutte contre le
established and updated as necessary. The prevention of money laundering and
blanchiment et le financement des activités terroristes. Une première convention anti-
terrorist financing is based, in part, on this file, which also contributes to the fight
blanchiment a eu lieu en septembre 2006. Elle a réuni tous les services de lutte anti-
against corruption in general when used appropriately.
blanchiment (SLAB) du Groupe Caisse d'Epargne, en présence du secrétaire général
de Tracfin. This system is reinforced by constant vigilance based on the local networks and the
team of one hundred or so employees directly assigned to this function wherever the
La lutte anti-corruption est intégrée dans les dispositifs de lutte anti-blanchiment. Les
bank pursues its activities. These dedicated resources demonstrate the determination
procédures mises en place par les é tablissements du GCE permettent de déclarer à
of all the companies within the Group to be scrupulous in their application of the
Tracfin les opérations portant sur des sommes pouvant provenir de la corruption.
standards, laws and regulations in force using the best professional practices as a
source of inspiration.
1 Source: http://www.groupe.caisse-epargne.com/cpp/101/fra/blob/ra_dd_06_ci_070918164554.pdf
²Source: http://www.groupe.caisse-epargne.com/asp/ci_modele2.aspx?np=conformite_ci

125. Walgreen
ETHICS POLICY STATEMENT 1 may not request or accept loans or payroll advances from the Company.
INTERNATIONAL BUSINESS LAWS • Employees may not furnish or offer to furnish any gifts, entertainment, meals, or
anything of value to a person who has business dealings with the Company
Employees are required to comply with the applicable laws in all countries to which under circumstances that might create the appearance of impropriety. Such items
they travel, in which they operate and where the Company otherwise does business, may be provided, other than to governmental officials and employees, if they are
including laws prohibiting bribery or corruption. In addition, employees are required to reasonable complements to business relationships, of modest value, and not
comply with U.S. laws, rules and regulations governing the conduct of business by its against the law or the policy of the recipient’s company. These items must also
citizens and corporations outside the U.S., including the Foreign Corrupt Practices be documented on an expense report. Giving or receiving money or a cash
Act, the U.S. Embargoes or Sanctions Program, Export Controls and Anti-boycott equivalent as a business gift is prohibited.
Compliance.
• Giving gifts or entertainment to any domestic or foreign government official or
ANTI-KICKBACK employee is highly regulated and often prohibited. A government employee is any
It is the Company’s policy to comply with all laws that regulate the obtaining of individual employed by a federal, state, or local entity, or a consultant acting on
prescription or other healthcare business. Employees may not give or receive behalf of the entity. For this reason, employees shall not directly or indirectly pay,
anything of value for their own benefit or for the benefit of the Company, including give, offer or promise any entertainment or gift of value to any government official
entertainment, or free or below cost services, in exchange for referring or receiving or employee without the prior approval of the General Counsel.
referrals of patients, goods or services. • Meals and entertainment are only to be offered or accepted when both the
GIFT POLICY employee and the individual or representative of a business concern are present
and a substantial business discussion takes place during, directly before, or
• Employees shall not seek or accept, directly or indirectly, payments, loans, directly after the activity, and only with the prior approval of the responsible
services, entertainment, or gifts from any individual or from the representative of corporate vice president. Sponsored events that are part of Company authorized
any business concern doing or seeking to do business with the Company. attendance at trade shows, seminars, or conventions do not require prior notice.
Routine loans of reasonable amounts from commercial banks are excluded from
this restriction. • The solicitation, purchase, or acceptance of entertainment or sporting event
tickets for personal use is prohibited. There may be special circumstances in
• Executive officers and members of the Board of Directors may not accept which items such as entertainment tickets are converted to use by and for the
personal loans from any person or entity doing business with the Company, nor benefit of the Company. In such cases, adequate documentation must be
may any such person or entity guarantee any personal obligation of such maintained and prior approval of the responsible corporate vice president is
executive officer or director. The foregoing shall not prohibit an executive officer required.
or member of the Board of Directors from accepting a loan from a commercial
bank or lender doing business with the Company provided that such loan is made • Personal purchases of discounted merchandise through business contacts are
in the ordinary course of such bank or lender's business on commercially prohibited. This does not preclude use of the employee discount at Company
reasonable terms. Executive officers and members of the Board of Directors also retail sites or participation in any Company approved Employee Purchase
Program.
1 Source: https://www.wellsfargo.com/downloads/pdf /about/team_member_code_of_ethics.pdf

• Travel or lodging for business or personal purposes may not be accepted.

Exceptions may be made for the use of private aircraft provided by an established
vendor for transportation directly to and from a business meeting, with prior
written approval of the President, Chairman, or CEO.
REPORTING AND NON RETALIATION

• Employees should feel free to report what they believe, in good faith, to be
violations of this Ethics Policy Statement without fear of retaliation. Employees
may report or discuss violations with their supervisor, the General Counsel, or
other officer of the Company, or may report violations on the Company's
confidential hotline at 1-800-666-5677
• Employees who receive complaints or concerns, whether verbal or written,
related to any applicable law or Company policy, should communicate those
complaints or concerns to their supervisor, the General Counsel or other officer of
the Company, or to the Company’s confidential hotline at 1-800-666-5677.
• Employees who receive complaints or concerns, whether verbal or written,
related to accounting, internal accounting controls, or auditing matters should
communicate those complaints to the General Auditor, General Counsel, and/or
Senior Vice President Human Resources for review and investigation.
All statements contained in this Policy are intended to reflect general policies,
principles, and procedures, do not represent contractual commitments on the part of
the Company, and may be changed at any time without notice. Without limiting the
generality of the foregoing, nothing in this Policy should be construed to grant to any
employee any right to continued employment or benefits under any employee benefit
plan, program, or arrangement. Violations of this Policy may result in disciplinary
actions, including, if appropriate, termination of employment.

126. Wells Fargo
Code of Ethics and Business Conduct1 customers and guests with an aggregate value of more than $300 per customer
or vendor per year must be approved, in writing, by your Code Administrator.
Avoid Conflict of Interest
Team members who wish to give personal gifts to other team members must
follow the general guideline that the gift be made in accordance with accepted
Gifts and Activities with Customers or Vendors business practices and is of sufficiently limited value that the gift could not
You and your family members must not accept gifts from or participate in activities influence the giver or the receiver in the performance of their duties for Wells
with (including services, discounts, entertainment, travel, or promotional materials) an Fargo, nor create actual or perceived pressure to reciprocate.
actual or potential customer or vendor or from business or professional people to 3. Accepting Gifts – Unless approved, in writing, by your Code Administrator, you
whom you do or may refer business unless the gift or activity was in accordance with may not accept gifts, gift cards, or gift certificates worth more than $200 from a
accepted, lawful business practices, and is of sufficiently limited value that no possible current or potential customer, vendor or their agent within any calendar year.
inference can be drawn that the gift or activity could influence you in the performance However, the following items are not subject to the $200 limit:
of your duties for Wells Fargo. It is unlawful for you to corruptly seek or accept
anything of value from any person, intending to be influenced or rewarded in - Gifts based on obvious family or personal relationships when it is clear
connection with any business or transaction of Wells Fargo. This rule applies to all that the relationship, and not the company’s business, is the basis for
team members, including, but not limited to, those involved in recommending or the gift
making decisions related to: - Discounts or rebates on merchandise or services from an actual or
• Pricing of products sold by the company potential customer or vendor if they are comparable to and do not
exceed the discount or rebate generally given by the customer or vendor
• Extension of credit, or to others
• Purchase of goods or services from outside vendors - Awards from civic, charitable, educational, or religious organizations for
recognition of service and accomplishment, or
1. Money – Money (cash, check, money order, or electronic funds) must never be - Gifts of tickets to sporting or other entertainment events, provided the
accepted or given. aggregate value to you and your guests is not more than $300 per
customer or vendor per year, unless approved, in writing, by your Code
2. Giving Gifts – Team members who wish to give gifts to vendors, customers or Administrator.
officials, or who are asked to authorize such gifts, must follow standard expense
authorization procedures. 4. Activities with Customers or Vendors – Activities with existing or potential
customers or vendors that are paid for by them (including meals, winning door
Gifts valued at more than $200 to a current or potential customer within any prizes, sporting events, and other entertainment, as well as trips to customer and
calendar year must be approved, in writing, by your Code Administrator. vendor sites, exhibits and other activities) may be accepted only if the activity is a
Gifts of tickets to sporting or other entertainment events to current or potential customary, accepted and lawful business practice and is of sufficiently limited
1Source: http:// files.shareholder.com/downloads/WAG/485926332x0x145604/14561bf9-f748-4a6e-a9ea-ba2489876aed/ethics.pdf

value that no possible inference can be drawn that participating in the activity EthicsLine so that the issue can be addressed promptly. The EthicsLine
could influence you in the performance of your duties for Wells Fargo. isconfidential and your call or web report will remain anonymous if you desire
If you have any doubt about the propriety of participating in an activity offered by • Upon Wells Fargo’s request, to confirm in writing that you have received and read
a customer or a vendor, you should consult with your supervisor before accepting a copy of the Code and that you are in compliance with its provisions
the offer. If the activity includes travel paid for by a customer or vendor, you must
You will be assigned a Code Administrator. Any discussions between you and a Code
obtain management approval before accepting the trip.
Administrator about possible violation of the Code will be treated as confidential. No
5. Gifts to Foreign Officials – Team members must comply with U.S. law and the retaliation may be taken against a team member as a result of a good faith report of a
laws of foreign countries that prohibit giving money or anything of value, directly possible Code violation by others.
or indirectly, to foreign officials, political parties and party officials and candidates
If you violate any provision of the Code, you will be subject to corrective action, which
for the purpose of improperly influencing an official act or decision, securing an
may include termination of your employment.
improper advantage, or assisting in obtaining or retaining business or directing
business to anyone. In countries in which there is government involvement in EthicsLine
business enterprises, such officials may include employees and managers of
It is the responsibility of all team members to raise concerns about behavior that may
local enterprises.
violate the Code or any laws, rules, or regulations. Wells Fargo has established an
Code Administration EthicsLine for team members to call or access online to report such violations. The
Audit and Examination Committee of the Wells Fargo & Company Board of Directors
will oversee the investigation of concerns raised about accounting, internal accounting
Team Member Responsibilities
controls, and auditing matters.
As a Wells Fargo team member, you have the following obligations under the
You can reach EthicsLine at 1-800-382-7250 or by submitting a report online at
Responsibilities Code:
www.tnwinc.com/webreport. Calls will be answered by live interviewers 24 hours a
• To read and comply with the Code day, seven days a week.
• To participate in Code training upon hire and annual Code certification All contact with EthicsLine will be treated as confidential to the extent permitted by
law. No retaliation may be taken against a team member for providing information in
• To ensure that any required disclosures are made and approvals or exceptions
good faith about possible Code violations or violations of laws, rules, or regulations by
are obtained through the process outlined in this section
others.
• To report conflicts of interest or violations of the Code to your Code Administrator
You may choose to use EthicsLine anonymously. Since the assigned investigator may
or by contacting the EthicsLine (see “EthicsLine” below)
need some additional information about the situation, you will be assigned a report
• To help ensure that Wells Fargo & Company and each of its subsidiaries and number by the Network and asked to call EthicsLine back with that report number on a
affiliates comply with all applicable laws, rules and regulations. You are expected set date to answer any additional questions. If you’re contacted regarding your
to report illegal or unethical activities in the workplace by contacting the EthicsLine call or web report, or any other ethics-related issue, give the investigator

any additional information that you have.

Under some circumstances, federal regulations may require Wells Fargo to report
activity that it suspects may violate certain criminal laws. These regulations also
require Wells Fargo to report certain types of suspicious activity. This includes
conduct or activity by customers or by team members relating to Wells Fargo. You are
not required to report, and EthicsLine should not be used to report, any criminal
activity that is unrelated to Wells Fargo.

127. EADS
Business, Legal and Corporate Responsibility 2007 (Book 3) 1 The policy entails effective control of international operations, through the conduct of
appropriate due diligence of business partners, regular audit and reporting
Business Ethics mechanisms and enhanced training sessions within all BUs. It also sets out
appropriate guidelines regarding the acceptance of gifts and hospitality.
Policy
The main pillars of the Rules for Foreign Trade are the following:
• “EADS is active in sectors which are strictly ruled by national and international • Transparency in the selection of all business partners. All business partners
regulations. EADS is committed to absolute compliance with applicable engaged by an EADS company have undergone a strict engagement procedure,
regulations wherever its entiies operate. based on (i) a due diligence aimed at confirming that the prospective business
• Fighting against corruption and economic crime in foreign trade has become a partner is reputable and qualified to work for EADS, (ii) internationally recognized
major challenge for all international companies. In order to meet this challenge, standards (location, credentials, ethical track record, etc.) and (iii) a commitment
EADS is fully committed to complying with applicable national and international to abide by the Group’s policies prohibiting corruption and payment of bribes;
legislation, including the OECD Convention of November 1997, as incorporated • “Appropriate remuneration for legitimate services”. EADS is very keen to ensure
into the legislation of 37 countries. EADS’ International Compliance Programme that all payments due and payable to any business partner are justified by
(also known as the “Rules relating to Foreign Trade”) is a corporate policy, legitimate services rendered and do not exceed sound market practices; and
applicable to all international operations of EADS and its affiliated companies,
intended to detect and prevent bribery and unfair dealing. • Monitoring of the contractual relationships with such business partners (and the
related payments) until satisfaction of all contractual duties.
• EADS is often involved in proposals, bid preparations or contract negotiations
with governmental authorities because of the nature of its products and services.
The Group’s policy is to compete fairly and legally for all business opportunities Partnerships and initiatives
as well as to conduct negotiations and perform contracts when awarded in
compliance with all applicable requirements, specifications and contractual EADS is also developing regular contacts with international bodies such as the OECD,
obligations.” the International Chamber of Commerce (“ICC”) and the European Union (“GRECO”)
and peer companies with a view to setting and promoting integrity standards in the
aerospace and defence sector. In this respect, EADS works closely with the European
The EADS Rules for Foreign Trade Aerospace & Defence Industries Association of Europe (“ASD”) and its members
(such as CIDEF and GIFAS in France, BDLI in Germany, ATECMA & AFARMADE in
EADS has implemented a detailed corporate policy, the EADS Rules relating to Spain or SBAC in the U.K.), and also with major European aerospace and defence
Foreign Trade, which applies to all international operations of the Group’s entities, and companies.
which is intended to detect and prevent bribery and unfair dealing in international
sales. This policy has been published in EADS’ Corporate Handbook and is As a consequence, ASD has produced, in 2007, a “Common Industry standards”
incorporated in the EADS Code of Ethics, which is available to a ll employees through
the Company intranet.
1 Source: http://www.reports.eads.net/2007/en/s/downloads/files/business_legal_responsibility_eads_ar07.pdf

document (“CIS”) approved by the ASD Council, to promote and enhance integrity the identified best practices across the Group as a whole. With the aim to constantly
practices amongst its members. This document defines the principles aiming at setting monitor the Rules according to the industry standards and best practices, a new
high standards, exchanging best practices, promoting training and compliance update is planned in 2008.
programmes, and more generally generating and disseminating common European
EADS conducts regular assessments and audits to detect and spread Group best
industry positions on ethics and anti-corruption issues to observe and apply national
practices in international business ethics.
legislation on anti-corruption rules implementing the 1997 OECD Convention against
corruption and the United Nation Convention Against Corruption (“UNCAC”) as well as In addition, the Group has developed a comprehensive training policy so as to
any other applicable laws. The largest international aerospace and defence disseminate an awareness culture within all BUs. All employees dealing with
companies and associations have adhered to the CIS. international business attend such training sessions. In order to communicate and
explain the Group’s corporate values and policies to all concerned, around 87 training
EADS promotes and opens dialogue with other companies and industry associations,
sessions took place in 2007 across EADS, sometimes with the attendance of third
especially those belonging to OECD countries (e.g. U.S.), but also non-OECD
parties (prosecutors, representatives of international bodies, lawyers, etc.). This
countries at a later stage. As a matter of fact, EADS views such an international
represents a very high number of training sessions, which demonstrates that the
initiative as a perfect opportunity to enhance the level playing field which the OECD
dissemination of the EADS compliance culture in all BUs is a key element of EADS’
Convention, and thereafter the UN Convention, have started to establish i.e.
management system.
criminalise corrupt practices, develop national institution’s to prevent corrupt practices
and to prosecute the offender, cooperate with other governments to recover stolen The Group has issued a leaflet entitled “EADS Business Ethics Policy For Consultant
assets and help each other to fight corruption, reduce frequency and reinforce Agreements: Transparency & Substantiation”, which is given to all prospective
integrity. international marketing consultants. This leaflet summarises Group policies and
procedures regarding selection of international business partners. Such international
EADS is also maintaining a relationship with the ICC anticorruption Commission and
business partners are also invited to attend specific training sessions when deemed
the French Corruption Monitoring Council (Service central de prévention de la
apropriate.
corruption), which signed a convention with EADS in 2003.
The Group’s ICOs meet periodically to share concerns and best practices. An annual
According to a survey conducted by Novethic and the SCPC (Service Central de
ICO Conference has been organised since 2003 involving more than 100 people
Pré vention de la Corruption) in 2006, only seven companies amongst those belonging
involved in foreign trade business and operations. The last “International Compliance
to the French CAC 40 are reported as being transparent and meeting international
Officers Workshop” held on June 2007 in Paris was focused on the EADS Rules
standards. EADS is one of these companies.
dedicated to:
Performance and Best Practices
• The Offset Providers with a dedicated Offset Service Provider Procedure; and
In December 2005, EADS made a first amendment of the Rules for Foreign Trade, as
• The International Business Engineering Projects with the selection and validation
a result in particular of advice received from reputable international experts in
process through the Companies Development & Selection Committee (“CDSC”).
business ethics and anticorruption laws and practices. The main objective of these
amendments was to adapt the Rules to the evolution of the Group, and to disseminate

The workshop also details the achievements made regarding the implementation of indirectly offer, promise, give or ask for anything of value or any other improper
the Rules Relating to Foreign Trade within the BUs, including countries’ information on advantage to obtain business.
Public Officials Code of Conduct relating to “Gifts & Hospitality”.
Fighting against corruption and economic crime (money laundering and reverse
EADS also releases Group -wide internal bulletins on a regular basis, the so-called money laundering) in foreign trade is a major challenge for all international
ICP Info Newsletters (International Compliance Programme Newsletters). These focus companies. To meet this challenge, employees should in discharging their duties
on the evolution of the regulatory environment for foreign trade and highlight comply with all relevant national and international legislation. This includes the OECD
information reported by international media regarding the fight against corruption and Convention of November 1997, as incorporated into the legislation of 35 countries, as
economic crime worldwide. These bulletins complete and update the information given well as all other legal instruments pertaining to prohibition of bribery and economic
to EADS employees during the training sessions. crime in foreign trade, such as the UNO Convention signed in Merida in December
2003.
In relation with its international businesses, EADS uses third parties, such as
consultants and international business partners in order to provide appropriate EADS has implemented a corporate policy applying to all international operations of
assistance and expertise to Bus on current or potential business for EADS and/or the Group and its affiliated companies, aimed at detecting and preventing bribery and
promote EADS products or services in various countries. The cont ractual inappropriate dealing (“International Compliance Program”).
arrangements for such services are governed by internal rules and policies that
The International Compliance Program entails effective control of international
describe the entire contractual process, from the selection of the partner to the
operations, through the conduct of appropriate due diligence of business partners,
implementation and execution of the agreed service. In order to ensure that the rules
regular audit and reporting mechanisms and the conduct of enhanced training
are understood and strictly applied, consultant and service providers agreements are
sessions within all Business Units. A network of senior executives (“ICP Officers”) is
audited. The purpose of these audits is to check the substantiation of the contractual
responsible for ensuring full compliance of the Group’s international operations with
duties delivered by the third party in exchange for remuneration. The table below
the International Compliance Program.
presents information concerning the percentage of consultant files audited in each of
the past three years. None of the audits have revealed any material deficiencies. The International Compliance Program is updated on a regular basis with a view to
enhancing the clarity and the efficiency of the applicable rules and procedures. In this
respect, EADS International is engaged in a continuing dialogue with international
experts and bodies so as to ensure that the International Compliance Program reflects
the highest standards of ethical business conduct.
INTEGRITY: EADS CODE OF ETHICS 1
Contracting with governments
Doing business ethically Key Employee Message: All employees involved in government contracting must be
aware of the guidelines governing the bid process in the relevant country and conduct
Implementing proper business practices
themselves so as not to suggest or cause violation of these guidelines.
Key Employee Message: Employees and business partners must not d irectly or EADS is often involved in proposals, bid preparations or contract negotiations with
governmental authorities due to the nature of its products and services. The Group's
policy is to fairly and legally compete for all business opportunities and to conduct
1
Source: http://www.eads.net/xml/content/OF00000000400004/2/67/41323672.pdf

contractual negotiations in compliance with all applicable customers' and legal employees to discuss their potential employment by EADS or their use as consultants
requirements. or subcontractors.
Contracts, when awarded, must be performed in accordance with all contractual and Relationships between EADS entities and business partners, suppliers as well as
legal obligations derived therefrom. governmental administrations and employees must be governed by transparency, in
particular with respect to purchase contacts and sales relations. This is equally true
Business courtesy, whether gifts or hospitality, should never be given by EADS’
with regard to relations with former EADS employees directly or indirectly providing
employees to Foreign Public Officials (nor to anyone else) if this could reasonably be
services and goods to the Group.
perceived as constituting unfair business inducements. When reasonably granted,
business courtesy should be consistent with marketplace practices, occasional and Any actual or potential conflict of interest must be disclosed by the employee or
must not be lavish or extravagant. director who may be in a conflict situation. Disclosure shall be made to any person
identified as an Ethics resource or contact in this Code so that it may be addressed in
Avoiding conflicts of interest
due course and as appropriate. If you have any questions or doubts as to whether a
Key Employee Message: EADS directors and employees must avoid any situation that situation or activity gives rise to a conflict of interest, you should consult any person
may create or appear to create a conflict between their personal interests and the identified as an Ethics resource or contact in this Code.
interests of EADS. A conflict of interest may arise when a director, executive, manager
or employee takes actions or has interests that may make it difficult to perform his or
her duties and responsibilities to EADS objectively and effectively.
All of EADS’ activities and interactions are in line with the Group’s economic and
technical objectives leading to normal business relationships with business partners
and suppliers i.e. no "privileged or special" relationships.
The acceptance or donation of reasonable gifts or other advantages is only permitted
after the approval of the relevant manager or supervisor, and provided that the goods
or advantages received are of reasonable value*. Employees must ensure that the
offer and/or acceptance of such gifts or other advantages is in line with the reasonable
and ethical practices of the marketplace, does not create a conflict of interest and
could not reasonably be construed in any way as an attempt by the offering party to
secure favourable treatment.
When hiring current and former government employees, EADS will comply with
conflict of interest laws and regulations that may limit the ability of EADS to recruit and
hire certain of those individuals, and may limit the activities they will be able to perform
for EADS. These rules extend to contact or negotiations with current government

128. Dow Chemical
2007 Global Reporting Initiative Report 1 order in settlement of allegations by the U.S. Securities and Exchange Commission
(“SEC”) that Dow violated the books and records and internal controls provisions of
Society Performance Indicators - ASPECT: CORRUPTION the Foreign Corrupt Practices Act (FCPA). The SEC complaint alleged that DE-Nocil
Crop Protection Ltd (“DE-Nocil”), a fifth-tier Dow subsidiary, made improper payments
SO2 Percentage and total number of business units analyzed for r isks related to to Indian government officials from 1996 through 2001 to expedite the registration of
crop protection products. Dow did not admit to or deny the SEC’s allegations, and
corruption
consented to pay a $325,000 civil penalty.
Risk reviews are an integral part of Dow’s Ethics and Compliance program. Dow’s Immediately after completing its internal investigation, Dow began taking significant
CEO has appointed key Dow personnel to serve as members of Dow’s 14 Regional steps to ensure compliance with the FCPA by its employees, subsidiaries and
Ethics and Compliance Committees (“RECCs”) to address all the geographical areas intermediaries. Dow and DE-Nocil disciplined several individuals, including the
where Dow conducts business. dismissal of employees found to have been directly involved in the payments. Dow
Current practice is for the Director/Deputy Director of Ethics and Compliance and the strengthened its internal financial controls and enhanced its global ethics and
Corporate Auditor to routinely meet with the RECCs to discuss the status of the Ethics compliance programs, including requiring state-of-the-art FCPA training at all levels.
and Compliance programs in the respective regions. These meetings include a The Company also improved its due diligence review process for intermediaries.
detailed discussion of the risks specific to the region. Dow’s Code of Business Conduct addresses Questionable Payments in the Financial
In addition, Dow has implemented an Enterprise Risk Management program. Integrity section and U.S. Foreign Corrupt Practices Act in the Conflicts of Interest
section.
See the Dow Code of Business Conduct for more information.
Human Disclosure on Management Approach
SO3 Percentage of employees trained in organization’s anti-corruption policies
and procedures Dow’s Office of Global Ethics and Compliance oversees ethics and compliance efforts
and serves as a resource to Dow people by providing training, information and
Since 2006, approximately 4,500 Dow employees have completed the Foreign guidance regarding issues of legal compliance and ethical conduct. Dow believes that
Corrupt Practices Act on -line training modules addressing corruption. In 2007 an effective Ethics and Compliance program requires a company to create an open
approximately 15,000 Dow employees completed a Questionable Payment and transparent environment where employees and stakeholders can feel comfortable
Certification as an additional measure to identify possible improper payments by Dow. raising issues they believe are inconsistent with a company’s Code of Business
In addition, all new Dow employees are required to complete the Code of Business Conduct – free from the threat of retaliation. Dow’s Code of Business Conduct
Conduct on-line training module. In 2008 all Dow employees will be required to addresses many of the ethical principles and policies created to deal with issues such
complete the Code of Business Conduct on-line training module. as bribery, political contributions, diversity, equal opportunity, respect in the
workplace, and environment, health and safety.
SO4 Actions taken in response to incidents of corruption
In February, 2007, The Dow Chemical Company consented to a cease -and-desist
1 Source: http://www.dow.com/commitments/pdf/GRI091508.pdf

Code of Business Conduct1 Financial Integrity

Introduction
Questionable Payments
The Dow Chemical Company is committed to conducting business ethically and
legally throughout its worldwide organization. Dow people are expected to uphold the It is against Dow policy to make unlawful, improper or other kinds of questionable
highest ethical and business standards no matter where in the world business takes payments to customers, government employees or officials, or other parties. We do
them, even if maintaining high ethical standards results in a loss of business. This business and sell our products on the merits of price, quality and service.
Code of Business Conduct (Code) expands the Code published in 1999 and We will not offer expensive gifts, bribes or any other kind of payment or benefit to
summarizes our Values and many of the ethical principles and policies that Dow has representatives of customers, suppliers, competitors, government or governmental
developed to assist in conducting business around the world. We expect the suppliers agencies. This applies to any individual or organization at any level, within or outside
and contractors with whom we do business to embrace similar values and standards. of the U.S. We expect our employees to refuse to make questionable payments. In
Throughout this document, “Dow” or the “Company” refers to The Dow Chemical cases where the propriety of a payment is not clear, or the alternatives might be
Company and subsidiaries, including joint ventures, that adopt the Code. harmful to the Company or employee, the matter should be approved in advance by a
Dow lawyer and executive business management. Our policy on questionable
All directors, officers and employees are expected to be familiar with the Code and payments includes not only direct actions of Dow employees, but also forbids indirect
apply it in the daily performance of their Dow responsibilities. The Code is applicable actions by agents, distributors, representatives, joint venture partners, or third parties
to Dow non-management directors in their capacities as members of the Board. acting on Dow’s behalf. Ignoring activity that appears to be questionable is also a
Employees and officers who violate this Code are subject to disciplinary action up to violation of Dow policy and, in some cases, the law.
and including termination of employment and may be subject to civil and/or criminal
action. Nothing in this document constitutes a contract of employment with any Gifts and Entertainment
individual. Dow selects products and services on the basis of price, quality and service. We
In the rare circumstance where a waiver of the Code would be appropriate, such expect our customers to purchase our products and services on the same basis. All
waiver must be approved by the Board of Directors of The Dow Che mical Company or business transactions should be impartial, objective and free of outside influence.
a committee of the Board. Modest gifts, favors and entertainment are often used to strengthen business
Ethics and integrity questions can be complex. We expect and welcome questions relationships. However, no gift, favor or entertainment should be accepted or given if it
about the Code and its application to your Dow responsibilities. Direct any questions obligates, or appears to obligate, the recipient, or if it might be perceived as an
to your supervisor or the other resources noted throughout this Code. Training on the attempt to influence fair judgment. In general, unless you have supervisory approval
topics covered in this Code is available on the Intranet. Dow Keyword: Ethics. you should not provide any gift or entertainment to customers, suppliers or others that
Classroom training courses on subjects related to the Code are also available via you would not be able to accept from a customer, supplier or others under Dow’s
Human Resources (HR) and from various functions and businesses in the Company. Conflict of Interest Policy.
To arrange training on the Code or business ethics topics, contact HR or the Office of Never give or accept cash or its equivalent in connection with a business transaction.
Global Ethics and Compliance.
1 Source: http://www.dow.com/PublishedLiterature/dh_004f/0901b8038004f2bd.pdf?filepath=about/pdfs/noreg/473-00001.pdf&fromPage=GetDoc

Never promise or make loans or investments of any kind without first fully complying guidelines describe appropriate conduct for individuals who collect or use competitive
with the Authorization Policy and applicable record keeping requirements. intelligence on behalf of Dow.
No employee, officer, director, family member, agent or agent’s family member should To obtain competitive information about products, services, and prices, Dow uses
offer, accept or receive a gift or entertainment if it: publicly available information including published articles, market analyses, and
reports. Employees, officers or directors should not seek a competitor’s confidential
• Is in cash
information, or accept anyone’s confidential information, without the owner’s consent.
• Is not consistent with customary business practices In no case will Dow use illegal (theft, bribery, misrepresentation or espionage through
electronic devices) or unethical business means to obtain competitive information.
• Is extravagant in value
Since the guidelines cannot cover every situation and since laws vary by jurisdiction,
• Can be construed as a kickback, bribe or payoff in violation of any law, including
consult a Dow lawyer if you have any questions. Company guidelines for gathering
a bribe to a government official in violation of the U.S. Foreign Corrupt Practices
competitive information are available to employees on the Intranet. See Appendix E to
Act
the Guidelines for Handling Dow Proprietary Information.
• Violates any other laws or regulations, or
Reporting Violations
• Could cause embarrassment to or discredit the Company if disclosed.
If you observe or suspect a violation of the law or Dow policies, including the Code,
report it to your supervisor or another Dow manager, HR or the Office of Global Ethics
and Compliance. Dow expects you to seek advice when you have a question, and to
For additional guidance, employees should refer to the Global TER Policy Manual on
recognize actual or potential problems.
the Intranet.
While we respect the privacy interest of individuals, we will appropriately investigate
Specific laws apply to interactions with government officials and employees. For
any behavior that may violate the law or Dow policy, damage the reputation of Dow or
example, the U.S. and other countries have strict laws that prevent providing anything,
impact safety. All employees, officers and directors must fully cooperate with any such
including food or beverages, to a government employee.
investigation.
When doing business with government agents, employees or officials, be sure you
understand applicable laws as well as local customs and norms. Please discuss with
your supervisor, Dow lawyer, or the Office of Global Ethics and Compliance, any gifts If you report what you suspect to be unethical or illegal activities, you should not be
or proposed gifts that you are not certain are appropriate. concerned about retaliation from others. Dow will not tolerate any reprisal or retaliation
against a person who, in good faith, reports a known or suspected violation of the law
Obligations to Customers, Competitors and Regulators or of Company policy, including the Code. Dow will take disciplinary action, up to and
including termination of employment, against any employee or officer involved in
Gathering Competitive Information retaliation.
Dow expects employees, officers and directors to follow Dow’s Guidelines for
Gathering Competitive Business, Manufacturing and Technical Information. Those

Dow EthicsLine
The Dow EthicsLine is available globally, with multi-lingual capabilities, 24 hours a
day, seven days a week. The EthicsLine is not answered on Dow premises. It is
operated by a professional service that provides similar services to other global
companies. Use of an outside professional service allows callers the ability to remain
anonymous, if they prefer.
To reach the Dow EthicsLine:
• In North America dial 800 -803 -6862
• Outside North America dial the country-specific AT&T Direct Access Number for
the U.S. AT&T Direct Access Numbers can be found on the Dow Intranet at
http://ethics.intranet.dow.com/Questions/EthicsLine.asp and on the Internet at
http://www.att.com/business_traveler/guides_and_access/
• Once connected to the U.S. phone system, dial 800-803-6862.
When you call the Dow EthicsLine a trained communications specialist answers your
call, listens as you ask questions or describe your concern, then provides you with a
unique code number and date to call back to follow-up on the status of your call.
Translation services are provided if you would prefer to speak in a language other
than English.
Following your call, the communications specialist documents you r question or
concern and forwards the report to the Office of Global Ethics and Compliance for
review and handling. The outcome of the Company review will be relayed to you when
you call the EthicsLine on the scheduled date for the follow-up.

129. MetLife
Employee Code of Conduct 1 laundering often involves complex financial transactions and encompasses many
different types of financial products and services.
Under the existing money laundering laws of the U.S., it is a crime if you engage
knowingly in a financial transaction that involves proceeds from criminal activities or is
Gifts and Entertainment intended to promote illegal activity. Such knowledge includes "willful blindness" to the
The occasional exchange of inexpensive gifts and modest forms of entertainment that legitimacy of the source of the funds. Severe penalties, including substantial fines and
have no special significance attached and are reasonable in nature, frequency and even imprisonment, can be imposed on companies and their associates for
cost, are normal in business and help build strong and trusting relationships with involvement in or failure to report actual or even suspicious activities relating to money
customers, suppliers and other business partners. However, receiving such gifts or laundering.
entertainment must never affect your judgment or decision-making, nor should they be Foreign Corrupt Practices Act
offered in return for favorable treatment from others.
The Foreign Corrupt Practices Act (FCPA) prohibits the giving or offering of money or
What constitutes good business practice with respect to gifts and entertainment varies anything of value, including gifts or services:
by industry, business unit and location. Gifts from agents to individual insurance
clients of other than de minimis value are generally regarded as "rebates" and as such • directly or indirectly to a foreign official, a foreign political party or an official or
are prohibited. Gifts to you valued at more than $100(US) or forms of business candidate of that party, an officer or employee of the United Nations or other
entertainment that exceed reasonable and customary practices should be politely public international organization or a representative of any foreign official,
declined, unless approved in advance by your manager for sound b usiness reasons. • for the purpose of influencing any act or decision by a foreign official, or for the
All potential and actual conflicts of interest or material transactions or relationships purpose of persuading a foreign official to use the official’s influence to affect any
that reasonably could be expected to give rise to such a conflict or the appearance of act or decision of a foreign government or agency or public international
such a conflict must be disclosed. If you have any doubt about whether a conflict of organization, or for the purpose of securing any improper advantage, and
interest exists after consulting this Code, you should seek assistance from the • to assist the Company in doing business.
Corporate Ethics and Compliance Department.
Compliance With Laws, Rules and Regulations

The FCPA does not prohibit any of the following:
Money Laundering • payments of reasonable and bona fide expenses, such as travel and lodging, that
are directly related to the promotion, demonstration or explanation of a product or
Money laundering involves an attempt to conceal the true source of funds and service, so long as the payment is not for a corrupt purpose,
typically takes one of two forms. There are transactions used to transform the
proceeds from illicit activities into funds with an apparently legal source and there are • payments that are legal under a foreign country’s written laws or regulations, and
transactions that take legitimate funds and funnel them through organizations to fund
illegitimate activities, such as terrorism. Money
1 Source: http://www.metlife.com/assets/cao/chairman/governance/conduct/employee-code-of-business-conduct-and-ethics.pdf

• "facilitating" or "expediting" payments of small value to effect routine, non- supervisor. In those instances, you may contact the head of your department or the
discretionary governmental action (unrelated to the process of awarding Corporate Ethics and Compliance Department. Furthermore, you should take care to
business), such as obtaining visas, arranging for utility hookups or the like, where report violations to a person who you believe is not involved in the alleged violation.
the practice is usual or customary in the country concerned. All reports of alleged violations will be promptly investigated and, if appropriate,
remedied, and if legally required, immediately reported to the proper governmental
While the law allows certain payments to foreign officials to facilitate routine
authority.
government actions, determining what is a permissible "facilitating" payment involves
difficult legal judgments. Therefore, except for legally prescribed fees and similar You will be expected to cooperate in assuring that violations of this Code are promptly
payments, no payment or gift may be made to a foreign official related to business addressed. MetLife has a policy of protecting the confidentiality of those making
activities unless the transaction is approved in advance by the General Counsel or a reports of possible misconduct to the maximum extent permitted by law. In no event
designee. You should make every effort to eliminate or minimize such payments. If will there be any retaliation against someone for reporting an activity that he or she in
such payments are approved, they must be properly recorded in th e Company’s good faith believes to be a violation of any law, rule, regulation, internal policy or this
books and records. code. Any supervisor intimidating or imposing sanctions on someone for reporting a
matter will be subject to discipline up to and including termination.
MetLife and its associates will not directly or indirectly engage in bribery, kickbacks,
payoffs or other corrupt business practices, in their relations with governmental You should know that it is unlawful to retaliate against a person, including with respect
agencies or customers. to their employment, for providing truthful information to a law enforcement officer
relating to the possible commission of any federal offense. Employees who allege that
Administration they have been retaliated against for providing information to a federal agency,
Congress or a person with supervisory authority over the employee about suspected
Reporting of Any Illegal or Unethical Behavior; Points of Contact fraud may file a complaint with the Department of Labor, or in federal court if the
Department of Labor does not take action.
If you are aware of any illegal or unethical behavior or if you believe that an applicable
law, rule or regulation or this Code has been violated, the matter must be promptly Responding to Improper Conduct
reported to your supervisor, the Employee Fraud Hotline or Ethics Helpline, your
This Code will be enforced on a uniform basis for everyone without regard to his or
Ethics and Compliance Officer, your Human Resources Generalist, MetLife’s General
her position. Violators of this Code will be subject to disciplinary action. Supervisors
Auditor or MetLife’s Chief Compliance Officer. In addition, if you have a concern about
and managers of a disciplined employee or an employee reporting a violation may
the Company’ s accounting practices, internal controls or auditing matters, you should
also be subject to disciplinary action for failure to properly oversee an employee’s
report your concerns to these same persons or entities. If you wish to make a report
conduct, or for retaliation against an employee who reports a violation.
with respect to any of these matters anonymously, you may call the Employee Fraud
Hotline (1-800-462-6565) or Ethics Helpline (1-800-638-2205). Your supervisor is The response will depend upon a number of factors including whether the improper
normally the first person you should contact if you have questions about anything in behaviour involved illegal conduct. Disciplinary action may include, but is not limited
this Code or if you believe MetLife or an associate is violating the law or Company to, reprimands and warnings, probation, suspension, demotion, reassignment,
policy or engaging in conduct that appears unethical. Under some circumstances, it reduction in compensation or termination. In any disciplinary action arising from
may be impractical or you may feel uncomfortable raising a matte r with your

violations of this Code, prior truthful disclosure, or the failure to fully disclose the issue
and all pertinent information with respect to the issue, will weigh heavily in the
disposition of the matter. Certain actions and omissions prohibited by the Code might
also be unlawful and could lead to individual criminal prosecution and, upon
conviction, to fines and imprisonment.
Waivers of or exceptions to this Code will be granted only under exceptional
circumstances. A waiver of this Code for any executive officer may be made only by
the Board of Directors or a committee of the Board and will be p romptly disclosed to
shareholders in accordance with applicable law and regulatory requirements.

130. Mitsubishi
Code of Conduct 1 (3) Do not become knowingly involved in or unwittingly party to acts of terrorism,
drug dealings, money launderings, and other individual or organized criminal
Detailed Rules for Mitsubishi Corporation Code of Conduct activities, and take all reasonable steps to ensure that neither you nor the
Company becomes involved, knowingly or unknowingly, in such activities.
Maintain proper legal and ethical standards with respect to gifts and
entertainment
(1) Do not improperly provide entertainment, gifts, conveniences, or other economic Promptly report to or consult the superiors, the Group Compliance Officers, the
benefits to public officials or those in a similar position, whether at home or Domestic Branch Compliance Officers, the Foreign Regional Compliance
abroad. Officers, the relevant departments, the Secretariat for the Compliance
committee, or the outside counsel in charge of compliance, upon discovering or
(2) Do not pay a fee to an agent or consultant when it is known, or should be known, committing any violations of this “Code of Conduct”.
that part of such fee could be used to wrongfully gain influence with public
officials or those in a similar position. (1) Cooperate with the Company’s investigations of such violations so that the
company can investigate and confirm the relevant facts and take the appropriate
(3) Do not provide any gift, entertainment, or any other type of economic gain to action to prevent future occurrences.
customers, or their directors, officers, employees or other related persons, in
excess of accepted business and social norms. (2) Each of the superiors, the Group Compliance Officers, the relevant departments,
and the Secretariat for the Compliance Committee who receives information or
(4) Do not receive gifts or enjoy entertainment in excess of accepted business and consultation from any reporting/consulting person shall not, without such person’s
social norms; Obtain an approval according to internal corporate rules prior to consent, disclose the name or any other information of such person, and shall
receiving any gift or enjoying entertainment from any organization or entity secure that such person shall not incur any disadvantage as a result of such
rendering services to the Company. person’s disclosure or information or consultation.
(3) If a reporting person is treated improperly due to his/her disclosure of information
Resolutely oppose any organization, group or individual engaged in unlawful or consultation, such person shall notify it to the Secretariat for the Compliance
activities and do not provide money or other types of economic benefit to them. Committee immediately.
(1) Do not agree to demands for money or accept an unfair request from any (4) Reports or consultations shall be made in person, by telep hone, by mail, etc. If a
organization, group or individual engaged in unlawful activities in violation of the person desires to report or consult on anonymous basis, reports or consultations
Commercial Code, etc. shall be made to the “Compliance Mail Box” in Notes DB “Compliance Front
Page”, to the “Outside Counsel Mail Box” managed by the outside counsel in
(2) Be aware of and avoid contact with any organization group or individual that charge of Compliance, or “Internal Audit Dept. Mail Box (Internal Audit Hot-Line)”
trading business and are believed to be engaged in unlawful activities in violation in Noted DB “Internal Audit Dept. Front Page”.
of the Commercial Code, etc.
1 Source: http://www.mitsubishicorp.com/en/pdf/about/philosophy/philosophy02/conduct080118e.pdf

133. Industrial & Commercial Bank of China
2007 Corporate Social Responsibility Report 1 Bribery, learn and abide by relevant provisions of the Criminal Law of People’s
Republic of China and the Law of the People’s Republic of China for Countering
Creditworthy Bank Unfair Competition as well as such regulations as the Code of Ethics for Banking
Practitioners in China. At the end of 2007, the business bribery education has covered
Proactively Fulfill the AML Obligation 607,414 person-times, covering 100% of the employees. Thanks to the education on
fair play and good-faith operation, the employees greatly improved the awareness of
To fight against crimes and maintain state financial stability, we earnestly fulfill the compliant operation, and enhanced the consciousness of resistance from unfair
obligations of anti -money laundering (AML). The AML leadership teams and several transactions and business bribery.
task forces are set up above tier -2 branches. A dedicated AML leadership group was
organized, and a systematic and sound AML work system was established across the Self-Identification and Self-Correction of Improper Transactions
Bank. As of the end of 2007, 53 AML full-time management personnel and 1,272 part- The bank has formulated the Opinions on Implementation of Business Bribery Control,
time management and verification personnel were appointed and equipped in tier-2 and arranged business bribery control tasks at all stages pursuant to the Opinions,
branches and institutions above, and 40,114 part-time personnel were appointed in defining responsibilities of relevant departments with regards to
local outlets to participate in the anti-money laundering task. We formulated the AML
Rules of Industrial and Commercial Bank of China and the Measures of Industrial and the 12 key procedures and 10 important fields of improper transaction self-
Commercial Bank of China on Reporting and Management of Large-Value and identification and self-correction decided by CBRC. The departments related earnestly
Suspicious Transactions in 2007 in accordance with the Law of the People’s Republic identify internal improper transactions via signing letter of commitment, completing
of China on Anti-money Laundering and the latest regulations formulated by the questionnaire, organizing individual interview and completing self-examination form.
People ’s Bank of China. We have optimized and updated the AML monitoring system At the end of 2007, self-identification and self-correction were conducted by 358,000
as per the requirements of regulatory authorities, so as to ensure timely reporting of person-times in 16,807 ICBC institutions.
large-value and suspicious transactions. At present, the AML monitoring system of Build a Long-Term Mechanism of Business Bribery Control
ICBC reports approximately 120,000 large-value transactions to the Chinese Anti-
Money Laundering Monitoring and Analysis Center. 1) Improving the regulations and procedures. We separated the front, middle and
back offices for credit business, created a scientific risk control and check and
Combat Unfair Competition and Business Bribery balancing mechanism, modified the rules and regulations governing personal
banking, credit and credit extension, developed operational guidelines for 8
Promote education on business ethics and good -faith operation business lines, including asset & liability, commercial paper and accounting, drew
615 workflow charts according to relevant rules and regulations, and identified
Since the business bribery control program was commenced in March 2006, we have risk points and risk control methods in the business operation.
included the concept of business ethics and good -faith operation into the process of
operation. The Head Office opened the “Business Bribery Control Column” in the 2) Strengthening rigid technological restrictions. By applying technologies to risk
intranet, published over 500 pieces of relevant information and issued 25 issues of control, supervision and inspection, we have improved the rigid restrictions on
Briefing of Business Bribery Control Program. The branches organize management business bribery. For instance, computerized management of corporate customer
personnel and customer managers to execute the Commitment to Anti-Business credit rating effectively reduced the probability of business bribery.
1Source: http://www.icbc.com.cn/icbc/html/download/nb/2008/shehuizerenbaogao_2007e.pdf

3) Nourishing compliance culture. We provide education on modern commercial About US – Anti-Money Laundering Announcement1
bank operation concepts across the bank, foster the modern banking culture and
philosophy, uphold the ideas of improving competitiveness with innovative
services and products, place priority to internal control and strict bank operation
to develop internal control and compliance culture and improve the resistance
ability to business bribery.
1 Source: http://www.icbc.com.cn/icbc/about%20us/anti-money%20laundering%20announcement/

134. Banco Bilbao Vizcaya Argentaria
Annual Report 2007 - Corporate Responsibility1 Group Code of Conduct ²
Responsible Finance Introduction

• The Board of Directors of Banco Bilbao Vizcaya Argentaria, S.A. considers that
Preventing money laundering and the financing of terrorist activities Corporate Integrity - understood as a systematic adherence to strict standards of
ethical behaviour in the company-constitutes a source of sustained value and is a
The prevention of money laundering and the financing of terrorist activities (henceforth
fundamental requirement that any organisation needs to maintain society’s trust.
referred to jointly as the prevention of money laundering)
• The BBVA Code of Conduct (hereinafter ‘the Code’) defines and develops the
constitute, above all, a priority objective that the BBVA Group associates with its
fundamental principles of ethical behaviour that the Board of Directors of Banco
commitment to favour and uphold the wellbeing of the different social environments in
Bilbao Vizcaya Argentaria, S.A. considers must be applied to the BBVA Group’s
which it pursues its operations. For the BBVA Group, ensuring that its products and
businesses and activities. The Code also establishes the necessary guidelines to
services are not used for illegal purposes likewise constitutes an essential
ensure that Corporate Integrity is manifested in the relationships between BBVA
requirement for safeguarding its corporate
Group and its customers, employees and managers, suppliers, and third parties
integrity, and thereby one of its main assets, namely, the trust of the people and (relational integrity); in its market activities as an issuer and operator (market
institutions it deals with on a day-to-day basis (customers, employees, shareholders, integrity); in the individual behaviour of its employees and managers (personal
suppliers, etc.). integrity), and in the establishment of specific bodies and functions accountable
for overseeing compliance with the Code content and for taking the necessary
In keeping with the Group ’s policy on preventing the use of its products and services
actions to efficiently preserve Corporate Integrity in its entirety (organisational
for criminal purposes, 2007 has seen an improvement in the BBVA Group’s risk
integrity).
management model on money laundering through the fine-tuning of our exhaustive
systems for monitoring the company’s financial operations. The aim of these systems • In order to ensure compliance with the provisions of the Code, employees and
is to open up the management of this type of risk to managers must become familiar with its content, its related supplemental policies,
and any relevant legal requirements that may apply to their activities at the BBVA
the recommendations of the Committee on Banking Supervision at t he Bank for
Group. Any questions about the interpretation of the Code, or any references
International Settlements in Basel and to any new legislation enacted.
relating to the resolution of situations that are not specifically described herein,
Likewise, the BBVA Group has continued to cooperate with international shall be clarified with each employee’s immediate supervisor or, where
organisations, government bodies and other institutions in the fight against organised applicable, with the corresponding Legal Affairs or Compliance Departments.
crime, terrorism and other illegal activities.
• Without prejudice to any other responsibilities that may arise, any breach of the
More information on responsible finance is available in Supplementary Information to criteria and guidelines contained herein may lead to disciplinary actions, as
CRR 2007 at http://rrc.bbva.com. established under the corresponding labour legislation.
• The Code is effective 10 business days after its approval or adherence to its
content by the corresponding Board of Directors.
1Source: http://www.bbva.com/TLBB/fbin/IARC%202007%20ing_tcm61-161031.pdf
²Source: http://www.bbva.com/TLBB/fbin/Codigo_02_Ingles_OK_tcm61-161891.pdf

Integrity in the relationships Personal integrity
Prevention of Money Laundering Acceptance of Gifts and Rewards

• As a financial group providing services to millions of people and conducting its • Employees shall not accept personal benefits or economic rewards from any
activities in different social environments to whose well-being it is committed, BBVA customer or supplier, nor any other individual or organisation that may
BBVA cooperates fully with governmental bodies, international agencies and attempt to do business with the Group. For purposes of this Code, personal
other organisations in the fight against drug trafficking, terrorist activities and benefit shall not be deemed to include attendance at social events, seminars and
other forms of organised crime. other kinds of training activities that have been duly authorised according to
established procedures, nor invitations to professional luncheons.
• BBVA has established corporate criteria to prevent the risk of its products and
services being utilised as a vehicle to commit criminal activities. Such criteria • In general, only promotional or small courtesy gifts may be accepted.
have been adopted by the Group entities in the development of specific Nonetheless, should they be worth more than €150 euros, the beneficiary must
procedures and programs, consistent with the nature of their businesses. Group place the gift at the disposition of BBVA. BBVA shall determine the disposal of
entities are responsible for ensuring their operational functioning and their strict the gift in accordance with its nature.
adherence to applicable legal requirements.
• BBVA and its employees must ensure proper dissemination of this criterion
• All employees must strictly adhere to these procedures and programs. amongst its customers and suppliers.
Gifts and Rewards Responsible attitude

• Employees shall abstain from offering or giving gifts or rewards to third parties • Safeguarding BBVA’s Corporate Integrity entails not only personal accountability
with the intention of influencing the attainment, in an improper manner, of a for individual actions, but also the employees’ commitment to report situations
benefit or favour for BBVA. In this regard, only those gifts and rewards permitted which may not be connected to their actions or area of responsibility, but that are
by the corresponding Group entity’s policies may be offered or made, in considered questionable from an ethical perspective, in accordance with the
accordance with applicable procedures, and approval and control requirements. content of this Code and, particularly, those that could also result in violation of
applicable laws.
• Certain jurisdictions establish specific restrictions when gifts or rewards are
offered or given to people holding a public office. Such restrictions may be • Such communication can be directed to any of the following persons: --the
extended to include any national or foreign public sector or international- selection of the communication channel depends on the judgement of the
organisation employee or official, and any candidates or leaders of political reporting person –
parties or trade unions. Any situation that might cast doubts with regard to legal
- To his/her immediate supervisor or any supervisor of his/her immediate
requirements in these matters should be consulted with the corresponding Legal
supervisor.
Affairs department. Employees are required to strictly comply with the restrictions
deriving therefrom.

- To the managers of the Legal Affairs or Human Resources departments

directly responsible for the unit to which the reporting party belongs to.
- To the corresponding Internal Audit or Compliance departments, via
telephone or e-mail, which are set up solely for this purpose.
- To the Corporate Compliance Office, which, solely for this purpose, can
be reached either by telephone: (34) 91 537 7222, or e-mail:
actitud.responsable@grupobbva.com.
• Persons receiving or processing the communication have the following
responsibilities:
- Maintain the anonymity of the person who has, in good faith, reported
legitimate concerns about potential violations of applicable laws, or
situations that appear questionable from an ethical perspective.
- Inform the person who reported the situation of the resolution of the
case. Under exceptional circumstances, and supported with valid
reasons by the corresponding Corporate Integrity Management
Committee, the nature of the resolution might be omitted from the
information provided to the reporting party.
• In general, the situation reported and any related information in connection with
the resolution, shall be properly safeguarded by all persons involved in the
communication process and, if warranted, in the investigation process, as well.
• Should the reporting party consider that the reported situation has not been
properly resolved, he/she may contact any other persons or departments, as
previously mentioned.
• BBVA prohibits any retaliatory actions against any employee for merely
communicating, in good faith, the situations described herein.
• BBVA expects its employees, and especially those in managerial positions, to act
proactively in the identification of situations that are questionable from an ethical
perspective.

135. PTT
Corporate Governance Policy 1 Ethics of the Board of Directors, executives and employees
In attempt to demonstrate PTT's transparent, ethical business values, responsibilities
General
to stakeholders, public as well as environment, PTT has thus formulated PTT's ethical
framework as a guideline in addition to regulations of PTT as detailed in Part 3 in this
Guideline of good corporate governance of PTT
Handbook. The main guideline is as follows:
• PTT’s Corporate Governance Principles, ethics and code of conducts are • The Board of Directors must best represent the interest of its shareholders in a
disciplines that all levels of employees need to understand, adhere to and comply way that promotes sustainable growth, and yields adequate return continuously. It
with accordingly. must perform duties at their best with honesty, integrity and prudence, with
• If any violation is found and investigation reveals that the charge is true, political neutrality. It should be independent and does not have any involvement
disciplinary and/or legal action will be made depending on each case. in business relating to or opposing against PTT. It must be committed in
preventing and eliminating all forms of corruption.
• PTT expects that all employees honestly report malpractice or any action that
transgress principles to the supervisor or may consult with the Office of President, • The executives and employees should commit to developing, fostering teamwork
Office of Internal Audit or Human Resources Department. PTT shall keep culture, delivering satisfaction to customers, and equal treatment, integrity in
information confidential. Supervisors are responsible to monitor and advise business. They should be aware and continuously strive to safeguard society and
subordinates on this matter in order to enable them to work in accordance to the environment as well as improve well-beings of public. They must be accountable,
principle and guided ethics. committed and dedicated to performing their duties with honest and integrity by
taking into consideration the best benefit of PTT.
• The Good Corporate Governance Principles shall be annually revised to ensure
maximum completeness. With respect to any uncertainty or doubt on the
principles or ethics in the handbook, the employees should use own judgment Code of conduct for management and employees
and ask following questions:
As a national energy corporation involving in oil and natural gas as well as fully
- is it right? integrated businesses aimed at rendering ultimate benefit to shareholders and
- is it acceptable or can it be disclosed to public? economy of the country, PTT needs to maintain its professionalism, agility and
independence. To achieve this, codes of conducts for management and employees
- will the action detrimentally affect reputation of PTT? have also been established as follows:
- Or you can directly inquire responsible departments on that matter or • All employees should perform duties with accountability, honesty, dedication
inquire the Office of the President. according to the rules and regulations and corporate cultures by taking into
consideration the best benefit of PTT.
• They must protect information of customers, partners, and PTT. It is essential to
safeguard confidential information of PTT in order to prevent it from third party.
1 Source: http://www.pttplc.com/Files/PTT_book/CG_Book_eng.pdf

• PTT’s employees are required to be ethical. They should refrain from all vices PTT has also set up additional guideline governing gifts, property and benefit as
and should not misbehave in a way that will tarnish image of themselves and follows:
PTT.
• No Employee or his/her family members shall request or receive gifts and benefit
• Bribes and misconducts must be reported to the next level supervisor or the from contractors, sub-contractors, customers, suppliers, joint ventures or parties
Investigation Committee if found or detected. related to PTT’s business which may affect his/her judgment in fulfilling his/her
obligations to the Company as it deemed by PTT as tending to cause impartiality,
• They should avoid gift, reward or benefit from parties that are related to PTT
uncomfort and constitute conflict of interest.
business unless it is for the purpose of business or customary during special
occasion. The monetary gift or expensive gift should be reported to the next level • PTT shall give discretion to consider giving gift, property or any benefit to other
boss and returned immediately. person. PTT shall be sensitive and shall not give too costly or improper gift that is
against tradition, custom and law of Thailand and the countries where PTT
invests in.
Code of conduct on receiving and giving gift, property and other favors
• PTT shall notify employees to report on receiving gifts and property or benefit
When receiving gifts or benefits, PTT’s employees must abide by the following criteria: periodically and shall inform the code of conduct to contractors, sub-contractors,
customers, partner/suppliers, joint ventures or related parties.
• Property or benefit obtained by the law or regulations issued according to the law
• Property or benefit accepted with morality i.e.
- Receiving gratuitously and appropriately from relatives according
to condition of life
- Receiving from other person for a value of less than 3,000 baht
- Receiving from the distribution from others

136. Microsoft
Microsoft's Standards of Business Conduct 1 the applicable U.S. laws and regulations that govern its operations and local laws
wherever it does business.
We manage our business in compliance with applicable laws and regulatory
requirements. Sensitive Payments:
Microsoft complies with the anti-corruption laws of the countries in which it does
Regulatory Compliance:
business, including the United States Foreign Corrupt Practices Act ("FCPA"). In
We are aware of and obey the laws and regulations that govern the global compliance with the FCPA, Microsoft and its agents/partners/representatives will not
management of our business. We are responsible for understanding these laws and make any direct or indirect payments or promises of payment to foreign government
regulations as they apply to our jobs and for preventing, detecting, and reporting officials for the purpose of inducing the individual to misuse his/her position to obtain
instances of non-compliance to a member of Microsoft management, Human or retain Microsoft business.
Resources, Law and Corporate Affairs, the Director of Compliance, or the Business Fair Competition and Antitrust:
Conduct Line.
As a global business, we encounter laws and regulations designed to promote fair
Lobbying: competition and encourage ethical and legal behavior among competitors. Antitrust
We recognize our right and responsibility to lobby on behalf of issues that affect our laws and fair competition laws generally prohibit any activity that restrains free trade
company and business operations. We conduct our lobbying activities in compliance and limits competition. We conduct our business in compliance with these laws.
with applicable laws and regulations governing these activities.
Political Activities and Contributions: We build and maintain the trust and respect of our customers, consumers,
Microsoft employees are encouraged to exercise their right to participate in political partners, and shareholders.
activities. Any decision to become involved is entirely personal and voluntary. Responsible Leadership:
Employees' personal political activities are done on their own time and with their own
resources. We manage our business responsibly in order to maintain the confidence, respect,
and trust of our customers, consumers, partners, shareholders, and other audiences.
Regulatory Investigations, Inspections, and Inquiries: We are committed to acting with integrity, investing in new product development,
We are direct, honest, and truthful in our discussions with regulatory agency being responsive and accountable to our customers and partners, and remaining a
representatives and government officials. During investigations, inspections, and leader in our field. We understand the responsibility that comes with being a
inquiries we work with Microsoft's Law and Corporate Affairs members and cooperate worldwide technology and business leader and accept our unique role in both our
by responding to appropriate requests for information. industry and the global business community.
International Business Activities:

Microsoft acknowledges and respects the diverse cultures, customs, and business
practices it encounters in the international marketplace. Microsoft will comply with both
1 Source: http://download.microsoft.com/download/6/5/f/65f1aced-0ca6-4855-82ac-b10475d556d8/business_conduct.doc

Communication: We are responsible stewards in the use, protection, and management of

We apply standards of full, fair, accurate, timely, and understandable disclosure in
Microsoft's assets.
reports and documents that are filed or submitted to the Securit ies and Exchange
Commission, and in other public communications as well. We estab lish and maintain Financial Integrity:
clear, honest, and open communications; listen carefully; and build our relationships
on trust, respect, and mutual understanding. We are accountable and responsive to We honestly and accurately record and report business information. We comply with
the needs of our customers, consumers, and partners and take our commitments to all applicable local, state, and federal laws regarding record completion and accuracy.
them seriously. Our advertising, sales, and promotional literature seeks to be truthful, We require that financial transactions be executed in accordance with management's
accurate, and free from false claims. authorization, and recorded in a proper manner in order to maintain accountability for
Microsoft's assets. Our financial information reflects only actual transactions and is in
Obtaining Competitive Information:
compliance with Microsoft and other applicable accounting practices. The CEO, CFO,
Microsoft has an obligation, and is entitled, to keep up with developments in our Corporate Controller and other employees of the finance organization are also
industry, including obtaining information about our competitors. We obtain information required to comply with the Microsoft Finance Code of Professional Conduct.
about our competitors through honest, ethical, and legal methods.
Use and Protection of Assets:
Fair Information Practices:
We wisely use and protect the assets of the company, including property (both
Our business is built around technologies to manage information, and we treat that physical and intellectual), supplies, consumables, and equipment. We use these
information with confidentiality and integrity. We are committed to creating a assets exclusively for Microsoft's business purposes.
trustworthy environment for Internet users, and continually striving to protect their
Fiscal Responsibility:
online privacy is at the core of this commitment. We have adopted privacy practices,
developed technological solutions to empower individuals to help protect their online Microsoft employees exercise good stewardship over and spend Microsoft's funds in a
privacy, and continue to educate consumers about how they can use these tools to responsible manner.
manage their personally identifiable information while they use the Internet.
Use of Information Technology:
Vendors:
At all times, we should use good judgment and common sense; conduct ourselves
Microsoft vendors must adhere to the highest standards of ethical behavior and ethically, lawfully, and professionally; and follow applicable authorization protocols
regulatory compliance and operate in the best interest of Microsoft. Vendors are while accessing and using company-provided information technology and its contents.
expected to provide high-quality services and products while maintaining flexibility and In using these company assets and systems, we do not create, access, store, print,
cost-effectiveness. All vendors are required to read and comply with the Microsoft solicit, or send any material that is intimidating, harassing, threatening, abusive,
Vendor Code of Conduct and, when appropriate, train their employees and sexually explicit, or otherwise offensive or inappropriate, nor do we send any false,
representatives to ensure that they are aware of Microsoft's expectations regarding derogatory, or malicious communications.
their behavior. We do not engage in any unethical or illegal conduct with our vendors.
We do not accept incentives such as kickbacks or bribes in return for conducting
business with them.

Intellectual Property: Conflicts of Interest:

We comply with the laws and regulations that govern the rights to and protection of Microsoft employees are expected to act in Microsoft's best interests and to exercise
our own and others' copyrights, trademarks, patents, trade secrets, and other forms of sound judgment unclouded by personal interests or divided loyalties. Both in the
intellectual property. performance of our duties for Microsoft and our outside activities, we seek to avoid the
appearance of, as well as an actual, conflict of interest. If in doubt about a potential
Creation, Retention, and Disposal of Records and Information Ass ets:
conflict, speak with your immediate supervisor, manager, another member of
We create, retain, and dispose of our business records and information assets, both management, your Human Resources Generalist, or your Law and Corporate Affairs
written and electronic, as part of our normal course of business in compliance with contact as specified in the Resources for Guidance and Reporting below.
Microsoft policies and applicable regulatory and legal requirements.
Gifts and Entertainment:
Confidential and Proprietary Information:
Microsoft policy and practice encourage the use of good judgment, discretion, and
We respect our ethical and legal responsibilities to protect Microsoft's confidential and moderation when giving or accepting gifts or entertainment in business settings. Gift
proprietary non-public information and communicate it only as necessary to conduct giving and entertainment practices may vary in different cultures; however, any gifts
Microsoft's business. We do not use this information for our personal advantage or for and entertainment given or received must be in compliance with law, must not violate
non -Microsoft business use, and maintain this confidentiality even after Microsoft no the giver's and/or receiver's policies on the matter, and be consistent with local
longer employs us. custom and practice. We do not solicit gifts, entertainment, or favors of any value from
persons or firms with which Microsoft actually or potentially does business. Nor do we
Insider Information and Securities Trading:
act in a manner that would place any vendor or customer in a position where he/she
In the course of doing business for Microsoft or in discussions with one of its may feel obligated to make a gift, provide entertainment, or provide personal favors in
customers, vendors, or partners, we may become aware of material non-public order to do business or continue to do business with Microsoft.
information about that organization. Information is considered "material" if there is a
Purchasing Decisions and Practices:
substantial likelihood that a reasonable investor would consider it important in making
a decision to trade in the public securities of the company. Individuals who have In our purchasing decisions, negotiations, contract development, and contract
access to this type of information are called "insiders." We discuss this information on administration we comply with the applicable laws and regulations that govern those
a limited, "need to know" basis internally, and do not share it with anyone outside relationships.
Microsoft. We do not buy or sell the public securities of a company, including our own,
on the basis of such information, and we do not share ("tip") this information with
others. Because of the extremely sensitive nature of and severe penalties associated
with "insider trading" and "tipping," contact Microsoft's Law and Corporate Affairs
before you buy or sell public securities in situations that could be of this nature.

Microsoft's Business Conduct and Compliance Program Resources for Guidance and Reporting
It is your right and your responsibility to obtain guidance about a business practice or
Administration and Enforcement compliance issue when you are uncertain about what action you should take and to
report possible violations of the Standards of Business Conduct.
Microsoft's Department of Law and Corporate Affairs is responsible for the overall
administration of the company's Business Conduct and Compliance Program and for If you need details on a specific policy, you may e-mail our compliance team at
providing employees with resources and materials to assist them in conducting their buscond@microsoft.com. If you need guidance regarding a business practice or
business activities in a legal and ethical manner. In administering the program, Law compliance issue or wish to report a possible violation, talk to your immediate
and Corporate Affairs works closely with Finance, Human Resources, Internal Audit, supervisor, manager, another member of management, your Human Resources
and Security. Generalist, or your Law and Corporate Affairs contact.
The General Counsel serves as the company's Chief Compliance Officer and has If you are a Microsoft employee or vendor without access to our corporate intranet and
overall responsibility for the management of the program. The General Counsel wish to send a confidential e-mail to the Director of Compliance, you may do so by e-
reports directly to the CEO and, for this purpose, to the Audit Committee of the Board mailing the Business Conduct and Compliance alias (buscond@microsoft.com). A
of Directors. The General Counsel oversees directly an Office of Legal Compliance confidential e-mail may be delivered via the Internet by submitting a report via the
(OLC). The Director of Compliance, who is part of the Office of Legal Compliance, Microsoft Integrity Web site. These e-mails will be received by a third-party vendor,
reports to the Chief Compliance Officer and the Audit Committee of the Board of who will remove your contact information prior to forwarding a summary of the e-mail
Directors and has the responsibility for the day-to-day administration of the Business to the Office of Legal Compliance.
Conduct and Compliance Program. This responsibility includes, bu t is not limited to,
You may also send a letter to the Director of Compliance at Microsoft Corporation,
applying the Standards to specific situations in which questions may arise and
Law and Corporate Affairs, One Microsoft Way, Redmond, WA 98052 or send a
interpreting the Standards in a particular situation.
confidential fax to (425) 705-2985. Letters and faxes sent to the Director of
The Standards of Business Conduct and the Business Conduct and Compliance Compliance may be submitted anonymously if you choose to do so.
Program are endorsed by and have the full support of Microsoft's Board of Directors.
If you have a concern regarding a questionable accounting or auditing matter and
The Board of Directors and management are responsible for overse eing compliance
wish to submit the concern confidentially or anonymously, you may do so by
with and enforcing the Standards of Business Conduct.
submitting a report via the Microsoft Integrity Web site, calling the Business Conduct
Violations of Microsoft's Standards of Business Conduct cannot and will not be Line, or sending a letter or fax to the Director of Compliance as outlined above.
tolerated. Consequences for such violations may include disciplinary action up to and
Microsoft will handle inquiries discreetly and make every effort to maintain, within the
including termination of employment. Individuals who have willfully failed to report
limits allowed by the law, the confidentiality of anyone requesting guidance or
known violations will also be subject to disciplinary action.
reporting a possible violation.
Waivers of provisions of the Standards of Business Conduct that are granted to any
Microsoft will not tolerate any retribution or retaliation taken against any employee
director or executive officer of Microsoft may only be made by Microsoft's Board of
who has, in good faith, sought out advice or has reported a possible violation.
Directors or by Board committee designated by the Board of Directors. Any such
However, if any employee makes a knowingly false report of a possible violation for
waiver that is granted to a director or executive officer will be publicly disclosed as
the purpose of harming another individual, that employee will be subject to disciplinary
required by Nasdaq listing requirements and applicable laws, rules, and regulations.
action.

137. Royal Ahold
Global Code of Professional Conduct and Ethics 1 appropriate disciplinary action, including possible termination of employment.
What this Code is For Where to Go for Help
Your Personal Pledge to Do the Right Thing Who to Contact For Help
This Code represents a commitment by Ahold to do business with integrity. By We work hard to foster an environment of open, honest communication. If you have a
working for an Ahold company, you are agreeing to uphold this commitment. concern about a legal or business conduct issue, you have options.
Understanding the Code and the company policies that apply to you is an essential The most important thing is that you ask the question or raise the concern.
function of your job. Associates who fail to follow these standards put themselves,
their co-workers, their company and Ahold at risk. They are also subject to disciplinary Confidentiality will be maintained to the extent consistent with the best interest of the
action up to and including termination of employment. associates involved, our companies, and our companies’ obligations under the law.
Contacting your supervisor is usually a good start to raise a compliance or integrity
Asking Questions and Raising Concerns
issue.
Your Duty to Speak Up You may also get help or advice from:
We strive to create a culture based on trust and individual responsibility. Associates • Your supervisor’s supervisor.
may, however, encounter unethical or illegal behavior within Ahold. We are committed • The head of your department.
to providing an anonymous and fair way for associates to report such behavior and
any actual or suspected violations of applicable law, rules and regulations or of this • Your company’s Compliance Officer.
Code to the appropriate parties. • Your company’s Legal or Human Resources Department.
You should promptly report violations to your direct supervisor or a senior executive – • The Chief Corporate Governance Counsel for the Ahold Group, or his Assistant.
if necessary, anonymously. Many Ahold companies already have procedures in place
to enable anonymous reporting of inappropriate behavior as well as procedures to
effectively investigate the claim and, where necessary, take corrective action. See the Other reporting mechanisms established by your company may also be available.
section “The Ahold Check-In Line” for more details.
The Ahold Check-In Line
Ahold prohibits retaliation, or knowingly taking any action with the intent to retaliate,
against any associate who makes a report in good faith of a potential violation of the If you are ever unsure about where to go, or are uncomfortable about using one of the
Code or participates in an investigation of any such reports, other than permitted by other resources identified in this Code, or if you wish to raise an issue anonymously,
law or case law (jurisprudence). No associate making such a report in good faith will call the Ahold Check-In Line number listed for your company. The Ahold Check-In
be discriminated against, in the terms and conditions of employment, as a result of Line was implemented in 2004 and applies to all Ahold companies in the United
having made the report. Retaliation is a serious violation of this Code that will result in States and Europe. In the Netherlands, the Check-In Line is referred to as the “
Signaallijn”
1Source: http://www.ahold.com/files/aholdglobalcode -eng.pdf

and in Central Europe as the “Fair-Play Line.” In other countries other names may connection with any other criminal activity – i.e. “money laundering”. The policy for all
have been used for local purposes. The Ahold Check-In Line is operated by an Ahold companies is clear: We will not condone, facilitate, or support contraband or
independent company that reports the call to your company to enable it to respond to money laundering; and we will help governments prevent illegal trade involving our
your concerns about compliance and integrity. The line operates 24 hours a companies’ private label or other products.
day/seven days a week and has multilingual services available at all times.
When The Government Is Our Customer
Please refer to page 35 of this Code for a listing of the Ahold Check-In Line numbers
Each year, U.S. Foodservice does substantial business with U.S. Government
for the companies covered by this Code.
entities. U.S. Retail companies as well as Deli XL in the Netherlands and Belgium, or
What Happens If I Call other Ahold companies in Europe may do business with state and local governments.
While integrity is the foundation for all dealings with customers, special rules apply
If you call the Ahold Check-In Line, a call specialist will listen and make a detailed
when a government is our customer – rules that are in some cases very different from
summary and report of your call. The information will then be forwarded to the
those that apply in dealing with a commercial customer. Violations can result in
appropriate individual in your company (for example, the Compliance Officer) to look
criminal and civil penalties. It may be that there are local rules on public tendering.
into the matter.
These rules should always be followed.
Every effort will be made to maintain the confidentiality of those reporting. We will give
Those involved in bidding on or providing service under a government contract need
your call a quick response, especially when circumstances make that important. If an
to know these rules.
investigation is undertaken, we will look into the issue promptly and, whenever called
for, see that corrective action is taken. Basic rules, which also apply to non-government bids mutatis mutandis, include:
Can I Call Anonymously • Never seek or accept confidential bid information.
The Ahold Check-In Line allows you to raise concerns anonymously. It assigns • Never offer or provide gifts, gratuities or entertainment without prior written
tracking numbers so that if you do not want to give your name you can still check back approval of the Compliance Officer and the Legal department of your company.
to receive a response or provide more information. Of course, giving your name can
• Know and follow anti-kickback rules, including restrictions on gifts by those
often help us look into the matter more efficiently, and as expl ained above, the Ahold
seeking business from the government and from government contractors.
family of companies has a firm policy against retaliation for raising a good faith
concern under this Code. • Understand “most favored customer” pricing and verify compliance.
Conducting Business • Conform strictly to the contact’s quality, quantity and testing requirements.
• Billings must always be accurate, complete, and in full compliance with all rules
Money Laundering and Contraband and regulations, including time and cost allocations.
Trading in products in violation of customs or fiscal laws has different names – • Be truthful, accurate, and complete in all representations and certifications.
“contraband,” “smuggling” or “ tax evasion” are among them. Law enforcement
• Know your customer’s rules and regulations.
officials around the world are increasingly concerned about contraband and its

• Don’t initiate any employment discussions with any current or former government International Bribery and Corruption
employee before first consulting with your Legal department.
Bribing and corrupting public officials are serious crimes and punishable in many
countries. They are counter to the free and fair competition to which Ahold is
committed. Although Ahold is seated in the Netherlands, U.S. law regarding the
Receiving Gifts and Entertainment
corruption of public officials anywhere in the world has extraterritorial effect. It
Ahold associates should decline any gifts whose acceptance could raise suspicion of therefore applies to all Ahold companies and associates world-wide. In addition, as a
improper influence or conduct. Ahold associates may not receive gifts that exceed result, all Ahold companies and associates world-wide must comply with United States
customary courtesies common under accepted ethical business practice. Gifts or law that prohibits the bribing of public officials. Ahold associates, either directly or
entertainment in exchange for favors or undue consideration must always be rejected. indirectly, may not offer, promise, give, demand or accept bribes or other undue
advantage to obtain or retain business or other improper advantage to or from anyone
As a guideline, gifts with a value (cash or non-cash) of more than EUR 50, USD 60 (or
the equivalent in local currency) are inappropriate and should be declined, handled for any reason. Ahold associates may not make use of third parties to use
according to local company policy, or referred to the local Compliance Officer. If subcontracts, purchase orders or consulting agreements as a means of paying bribes
politely refusing a gift would offend or jeopardize a business relationship, the direct to public officials, business relations, or their relatives.
supervisor or local Compliance Officer should be consulted.
Unfair Business Practices
When offered entertainment that exceeds the standard local guideline on
Ahold competes vigorously for business, but some conduct in the name of competition
entertainment or when any doubt exists as to the appearance of impropriety, the direct
is not consistent with the law or Ahold’s commitment to integrity. Never compete by
supervisor or local Compliance Officer must be consulted.
using such unfair practices as:
Offering Gifts or Entertainment
• Disparaging or making false statements about competitors or their services;
Ahold associates may not give gifts that exceed customary courtesies common under
• Stealing or misusing competitors’ trade secrets;
accepted ethical business practice. In general, gifts (cash or non-cash) should not
exceed EUR 50 or USD 60 (or equivalent in local currency) in value. • Cutting off a competitor’s sources of supply;
Ahold associates must follow conventional Ahold expense practices when entertaining • Inducing customers to break contracts with competitors;
a public official. The local standards are set in accordance with national laws and
• Requiring someone to buy from your company before we will buy from them; and
customs and in the letter and spirit of this Code.
• Paying bribes to help your company’s business or to hurt a competitor.
When requested to offer entertainment that exceeds the standard local guideline on
entertainment or when any doubt exists as to the appearance of impropriety, the direct
supervisor or local Compliance Officer must be consulted.

Improperly Influencing Audits

No associate of Ahold shall take any action, or cause any other person acting under
the direction of such associate, including, without limitation, customers, vendors,
creditors or advisors of Ahold, to take any action, to, directly or indirectly, fraudulently
influence, coerce, manipulate, or mislead any accountant engaged in the performance
of an audit or review of the financial statements of Ahold that are required to be
publicly disclosed if it is reasonable to believe that such action would result in Ahold’s
financial statements being materially misleading. Such action would include offering or
paying bribes, providing an auditor with misleading legal analysis or threatening to
cancel or cancelling existing audit or non-audit engagements.

138. Sears Holdings
Code of Conduct 1 POLICIES
GENERAL COMMERCIAL BRIBERY
ADDITIONAL RESPONSIBILITY FOR MANAGERS No SHC associate should directly or indirectly pay or receive a bribe or kickback
intended to influence business conduct. SHC further prohibits any activity that creates
SHC’s managers are expected to exemplify the highest standards of ethical business the appearance of improper conduct.
conduct. Pursuant to SHC’s open door policy, managers are intended to promote
open discussion of ethical and legal implications of business decisions. Managers Nothing of value may be given or received by a SHC associate to bribe or influence a
have a responsibility to create and sustain a work environment in which associates, decision by SHC or a vendor, supplier, subcontractor, competitor (or their agents), or
contractors, and vendors know that ethical, legal behavior is expected. This governmental official or their representatives. A SHC associate should never accept
responsibility includes ensuring that the Code of Conduct is communicated to those from a vendor any personal services, promise of employment, samples for personal
associates, contractors, and vendors working for or with the manager. It also means use, or money or its equivalent.
managers are responsible for ensuring that subordinates are properly trained and CONFLICTS OF INTEREST / PERSONAL BENEFITS
familiar with policies required to do their jobs.
As an associate, you must be sensitive to any activities, interests or relationships that
DISCIPLINARY ACTION might interfere with, or even appear to interfere with, your or any other associate’s
The Company will enforce compliance with the Code of Conduct and all Company ability to act in the best interest of SHC. Because it is impossible to describe every
policies and procedures through appropriate disciplinary action up to and including potential conflict, SHC relies on your commitment to exercise sound judgment, to seek
termination of employment and legal action. Adequate Company discipline of advice when appropriate, and to adhere to the highest ethical standards in the
individuals responsible for an offense is a necessary component of enforcement. The conduct of your personal and professional affairs.
appropriate form of discipline by the Company will be case-specific and fairly applied. • GIFTS, MEALS, ENTERTAINMENT. Except as expressly permitted below,
A few examples of conduct that may result in discipline include: (i) violation of the law associates may not accept gifts or the conveyance of anything of value, including
or Company policy, including requesting or directing others to violate the law or entertainment, from a vendor (as used in the Code of Conduct, “vendor” means a
Company policy; (ii) failure to report a known or suspected violation of Company current or prospective vendor and includes vendors of merchandise, supplies,
policy; (iii) failure to cooperate in an investigation of possible violations of Company equipment, software or any other commodity, consultants and service providers,
policy; (iv) retaliation against another associate for reporting a concern or violation; (v) and any other type of entity or organization that SHC may transact business
intentional false reporting of another associate; (vi) failure to monitor and oversee with). You should never accept a gift under any circumstances and regardless of
compliance with Company policies and applicable law by subordinates effectively; and value if it could appear to others that your business judgment has been
(vii) unauthorized disclosure of confidential information relating to SHC or SHC compromised. Similarly, you may not allow a family member, close friend or other
associates, vendors or customers. person with whom you have a close personal relationship to accept gifts,
services, or preferential treatment from any vendor in exchange for a past,
current, or future business relationship with SHC.
Infrequent, non-cash gifts of nominal value (less than $50) which you have not
1 Source: http://www.searsholdings.com/govern/code_text.htm

requested or encouraged are permissible. Customary and reasonable business vendor, you are required to disclose the nature of the relationship to your area’s
meals at which the giver is present are also permissible if occasional rather than Senior Vice President and the Office of Compliance and Ethics. If you are at all
frequent. SHC associates should return non-perishable gifts valued over $50.00 unsure as to whether a conflict of interest exists due to a business relationship
and donate perishable gifts to a charitable organization or share them with other involving any such person, you should discuss the relationship with your
associates. supervisor and the Office of Compliance and Ethics to determine the best course
of action.
Accepting tickets from a vendor to a sporting event, concert or other form of
entertainment at which the giver is present is generally permissible as long as • OUTSIDE EMPLOYMENT. SHC prohibits all salaried associates and all hourly
you reimburse the vendor for the full face value of the tickets and such associates with management responsibilities from working for or receiving
acceptance is occasional rather than frequent. However, accepting tickets to payment from any vendor or competitor of SHC. A conflict of interest may also
events that are impossible or very difficult to obtain tickets for, such as to the arise if an associate’s outside employment activities are so demanding that they
Super Bowl, the World Series, the Western Open or the Stanley Cup Finals, is interfere with the associate’s responsibilities to SHC. In no event should an
generally not acceptable and is not permissible absent the approval of your associate be engaged in other employment activities on Company time or while
manager and the Chief Compliance and Ethics Officer. using Company resources. A full-time associate must disclose any outside
employment to his/her supervisor, and if the supervisor has any questions he/she
• TRAVEL, CONFERENCES. Unless approved by the Chief Compliance and
should contact the Office of Compliance and Ethics for guidance.
Ethics Officer, travel or lodging should not be paid for by a vendor. If you are
offered travel or lodging from a vendor and (1) it is not for entertainment or • FORMER ASSOCIATES. Unless you have received written approval from your
recreational purposes and (2) you believe there are valid business reasons for area’s Senior Vice President and the Office of Compliance and Ethics, you should
accepting such offer, you must first obtain the approval of your manager and then not engage in any SHC-related business with a former SHC, Kmart, or Sears
request approval from the Office of Compliance and Ethics. The request for associate for at least twelve months following the date the former associate
approval must come from your manager, evidencing his or her approval of the ceases employment with SHC.
request, and must include your name and position at SHC, the nature of the
• DISCLOSURE. The best way to avoid an embarrassing—or even a job
travel and lodging and your business reason for wanting to accept the offer. The
threatening—situation is to disclose any situation that may have the potential to
request to accept the accommodations will be approved or denied by the Chief
be misinterpreted by others. If you have any questions about an actual or
Compliance and Ethics Officer.
potential conflict of interest, including the appropriateness of accepting a gift or
• FAMILY / FRIENDS. A conflict of interest may arise if you have a family member, invitation, you should discuss the matter with your supervisor and the Office of
close friend or other person with whom you have a close personal relationship Compliance and Ethics.
who is employed by, or has an interest in, a vendor. Family members include
siblings, parents, children, spouses, and in-laws, and may also include other
family members depending upon the nature of the relationship. CUSTOMS AND IMPORT
If you have a family member, close friend or other person with whom you have a U.S. laws govern SHC’s conduct regarding international trade. Several U.S. laws
close personal relationship who has an interest in or is employed by a competitor restrict or prohibit trade with certain countries. You are expected to comply with all
or a U.S. export restrictions, as well as applicable export control

laws of each country in which SHC business is conducted. concerns, ask questions, and review the information provided. They will then forward
your concern to the Office of Compliance and Ethics, which will take appropriate
You must also comply with the Foreign Corrupt Practices Act, which prohibits SHC
action.
from directly or indirectly offering or authorizing payment of money or anything of
value to foreign governmental officials, parties, or candidates for the purpose of It is against Company policy to retaliate against any associate who raises a concern in
influencing the acts or decisions of foreign officials. If you have any questions, please good faith and, if requested and to the extent possible, every effort will be made to
consult the Law Department. maintain confidentiality. All reported violations will be acted on appropriately. If your
concern requires an investigation, the Company will respond promptly. If possible, you
REPORTING PROCEDURES
will be informed about the status of the investigation and the outcome of the matter.
Maintaining ethical standards is the responsibility and obligation of every SHC However, SHC has an obligation of confidentiality to all associates, including those
associate. Early identification and resolution of conflict of interest and other ethical being investigated.
issues that may arise are critical to maintaining our commitments to our customers,
vendors, investors, and to ourselves and our co-workers. SHC associates are
expected to treat compliance with ethical standards as a critical element of their
responsibilities. While this Code of Conduct sets forth a wide range of practices and
procedures, it cannot address every issue that may arise. If you are unsure of what to
do in a situation, you should seek additional guidance and information before you act.
If something seems unethical or improper, or if you have questions regarding the best
course of action, you should promptly contact any of the following:
• Your supervisor, department manager or any SHC officer
• Your Human Resources Representative
• The Office of Compliance and Ethics
• Chief Compliance & Ethics Officer
Sears Holdings Corporation
3333 Beverly Road, B6
Hoffman Estates, IL 60179
• The SHC Business Ethics Hotline [1-800-8ASSIST]
The Hotline is operated by specially trained third-party representatives. The Hotline is

available 24 hours a day, 7 days a week. Hotline representatives will listen to your

140. Mitsui
Mitsui & Co., Ltd. CSR Report 2007 1 employees, line managers, administrative employees, temporary staff, and employees
changing assignment, such as those moving overseas, changing job type or being
Strengthening the Compliance Program and Risk Management seconded to subsidiaries or associated companies. Many training courses are being
initiated by business groups, regional offices, and subsidiaries and associated
The Internal Reporting System companies, to meet their specialized needs. We also provide interactive training
courses that advance discussions with and among participants.
The foundation of our compliance efforts is maintaining an open work environment
that reflects our management philosophy and values, and preventing problems E-learning Program on Compliance
through smooth communication within the Mitsui community. If employees have In 2005 we started to provide an e-learning training program, with the aim of making
concerns about any possible misconduct, they are responsible for promptly raising the each employee more knowledgeable on laws and policies that apply to business
concerns and seeking guidance from their supervisors or others in an appropriate activities, and all employees in Japan are required to take this training. We keep the e-
manner. Each concern will be promptly responded to and carefully reviewed, and learning content on our intranet so that employees can review and learn at any time
appropriate action will be taken. on their own initiative. In the fiscal year ended March 31, 2007 we released the
Mitsui offers eight channels for raising concerns about compliance, including internal program to employees of subsidiaries and associated companies. In the Americas,
lines and options through outside attorneys-at-law or a third-party institution for those Europe, and Australia, we also provided on-line education programs tailored to each
who wish to remain anonymous. In response to the enforcement of the Whistleblower region's legal systems.
Protection Act in April 2006 in Japan, the company developed the Internal Reporting Global Anti-Corruption Initiatives
System Regulations, and made it clear that no employees should be retaliated against
for raising a concern. Furthermore, we have made it possible for affiliated companies Mitsui believes that a company pursuing business on a global basis, one of our
in Japan to adopt Mitsui's designated outside attorneys-at-law and a third-party corporate responsibilities is to promote anti-corruption measures worldwide. This
institution as their own external channels, and, through appropriate guidance to principle is also advocated in the United Nations Global Compact.
affiliated companies on how to set up and manage internal reporting channels, are Our Business Conduct Guidelines for Employees and Officers not only prohibits our
enhancing our system for allowing employees of affiliated companies to raise employees from engaging in bribery and corruption in Japan, but also extends to
concerns without fear of retaliation. Our Regional Chief Compliance Officers are corrupt practices including rendering public officials or persons in similar positions in a
chiefly responsible for overseeing the improvement of channels for reporting and foreign country any economic favour such as money, gifts or other favours for the
seeking guidance at our overseas bases and affiliated companies, in line with local purpose of securing any improper advantage. To ensure strict compliance with this
laws and customs. company policy in the workplace, procedures for the entertainment of and exchange
Effective Training and Education of gifts with overseas public officials and persons in a similar position are set forth in
the “Guidelines for Business Entertainment of, Gifts and Invitations to Foreign Public
To ensure that business ethics are a living issue throughout the company, we provide Officials”.
a wide range of compliance training programs for all employees a t all levels. In the
fiscal year ended March 31, 2007, a total of 34 training courses were in place, which
were held 97 times for a total of 3,255 participants. The participants were new
1 Source: http://www.mitsui.co.jp/en/csr/report/detail/__icsFiles/afieldfile/2008/05/07/csr2007_e_1.pdf

Business Conduct Guidelines for Employees and Officers 1 The Company ensures that no retaliatory action will be taken against an Employee for
informing of such violation or cooperating in such investigation and makes every effort
Gift and Favor to prevent such informant and any Employees cooperating in such investigation from
Employees should not render public officials or persons in a similar position any suffering any disadvantage at his or her office.
economic favor such as money, gift or other favor in return for performance of their
duties.
Employees should not render public officials or persons in a similar position of a
foreign country any economic favor such as money, gift or other favor for the purpose
of securing any improper advantage.
Employees should not pay any agent, advisor or consultant any commission which
they have reason to know will be used for influencing public officials or persons in a
similar position in an unlawful manner.
Employees should not render employees or officers of customers of the Company any
economic favor such as money, gift or other favor, the value of which is greater than a
generally accepted commercial level at the relevant locale, nor should they receive
such economic favor from officers of customers of the Company.
Report and Sanction
If an Employee finds evidence of violation of these guidelines, he or she should inform
the Administrative Division concerned, Compliance Department of Legal Div. (the
secretariat of the Compliance Committee), a Compliance Officer of Business Unit,
Chief Compliance Officer of Regional Business Unit, a person in charge of
Compliance of each Div. or Branch, or any other of his or her superiors.
If an Employee desires to inform anonymously, he or she may do so to the outside
lawyers or a third-party hotline.
Employees should cooperate in any investigation of such alleged violation. If, as a
result of the investigation, it becomes clear that there was a violation of these
guidelines, sanctions will be imposed on the violator or his or her superiors in
accordance with the regulations of the Company.
1 Source: http://www.mitsui.co.jp/en/company/governance/04/index.html

141. Seven & I Holdings
CSR Report 2007 1
Internal Control Systems
Compliance
To further raise CSR awareness, Seven & i Holdings is flexibly promoting the
Corporate Action Guidelines so that their letter and spirit will permeate across the
Group.
To ensure full compliance with the Seven & i Holdings Corporate Action Guidelines,
and all applicable laws and regulations, Seven & i Holdings has established Corporate
Action Committees or assigned fulltime employees with responsibility for compliance
and sound corporate actions, in each operating company.
These committee members and the specially assigned employees are involved in the
Corporate Ethics and Compliance Sub-Committee (p.18), under the CSR Promotion
Committee, to better implement the Guidelines and improve the quality of related
activities by bringing them together to share their knowledge and experience,
establishing a common understanding on this area and discussing measures to
upgrade their activities.
At the operating company level, “Help Lines” and “Yellow Whistle” systems, which
allow its employees to report or consult on actual or possible wrongdoings, are in
place for the purpose of deterrence and prevention of, and early solution to any
behaviors or actions against the Corporate Action Guidelines. The systems are
operated in a way to protect the informants from any disadvantage. For example,
employees can even use the systems anonymously.
1 Source: http://www.7andi.com/en/csr/pdf/2007/2007_01_all.pdf

142. United Parcel Service
2007 UPS Corporate Sustainability Report 1 Code of Business Conduct²
Governance PREFACE
This UPS Code of Business Conduct sets forth standards of conduct for all of UPS.
Ethics and Compliance Throughout it, “UPS” is used to refer to the enterprise as a whole, to each person
within it, and to any person who represents UPS or any part of the UPS organization.
Our legacy of ethics and integrity is fundamental to our ability to attract and retain the
best employees, gain and keep the trust of our customers, create shareholder value, Adherence to the Code is required of all employees and representatives of UPS. The
support the communities in which we operate and protect our reputation. Code is available in multiple languages on the Corporate Compliance Web site.
This value system is coupled with the UPS Policy Book and the UPS Code of The Code provides information about our standards of integrity and explains our legal
Business Conduct. These two elements — the philosophical and the practical — work and ethical responsibilities. It does not address every specific situation or set forth a
together to create an environment where good people can make good decisions. rule that will answer every question. Rather, it is intended to provide guidance on our
responsibilities and to assist us in making the right decisions. Additional requirements
Our commitment to ethical operations begins with top management. Our General
are set forth in detail in various individual compliance programs developed by
Counsel and Corporate Secretary serves as the Corporate Compliance Officer and
functions with appropriate expertise and training. It is our responsibility to understand
has a reporting responsibility to the Board of Directors’ Audit Committee. During 2007,
which compliance programs apply to our area of responsibility and to manage the
on -site corruption risk assessments were completed for our top 16 high-risk countries.
business accordingly.
The UPS Code of Business Conduct provides employees with worldwide Business
The UPS Code of Business Conduct, Policy Book, and UPS Charter are
Conduct guidelines, which apply to all UPS business units. The Code of Business
complementary documents that work together to guide our objectives and explain our
Conduct is available to employees in 12 languages on our intranet. During 2007, 98
responsibilities to our four constituencies: people, customers, shareowners, and
percent, or approximately 33,000 management, specialists and technical employees,
communities. To ensure a complete understanding, discussion of the Code, Policy
were trained on anti -corruptions policies and procedures.
Book, and UPS Charter at business meetings and other suitable occasions is
Several tools are in place to monitor the effectiveness of our compliance initiatives encouraged.
globally, including the UPS Business Ethics Questionnaire (BEQ), an Annual
Any employee of UPS, regardless of his or her position within the company, who
Compliance Report and Certification Process, and Regulatory Compliance Reviews.
violates our legal or ethical responsibilities, will be subject to appropriate discipline,
Employees around the globe have access to the UPS Help Line, a toll-free number
which may include dismissal. Non-compliance with certain aspects of the Code and/or
they can call to ask advice or report concerns.
the Business Conduct and Compliance Program also may subject the individual
offender and UPS to civil and/or criminal liability.
1Source: http://www.sustainability.ups.com/docs/2007_CSR_PDF_Report.pdf
²Source: http://pressroom.ups.com/pix/Code.pdf

ASKING QUESTIONS AND VOICING CONCERNS Although callers are encouraged to identify themselves to assist the company in
effectively addressing their concerns, callers may choose to remain anonymous, and
The Code provides an overview of the legal and ethical responsibilities that we share.
that choice will be respected. The UPS Help Line is not equipped with caller ID,
Each of us must uphold these responsibilities. The standards and expectations
recorders, or other devices that can identify or trace the caller’s number.
outlined here are intended as a guide for making the right choices. If any aspect of the
Code is unclear to us, or if we have any questions or face dilemmas that are not When the UPS Help Line is called, the person can expect that:
addressed, this should be brought to the company’s attention. If we become aware of
• A report will be forwarded to appropriate UPS management for follow-up.
a situation in which we believe our legal or ethical responsibilities are being violated or
if we feel that we are being pressured to violate the law or our ethical responsibilities, • The concern will be addressed by members of management that may include
it is our personal responsibility to communicate this concern to the company. representatives from Corporate Compliance, Human Resources, Corporate
Legal, Security, or Internal Audit. If the inquiry is one that can be properly handled
No employee will be disciplined, lose a job, or be retaliated against in any way for
by someone in the region or district, it will be referred there for resolution. Each
asking questions or voicing concerns about our legal or ethical obligations, when
concern will be carefully evaluated before it is referred for investigation or
acting in good faith. “Good faith” does not mean an individual has to be right; but, it
resolution.
does mean believing the information provided is truthful.
• The concern will be handled promptly, discreetly, and professionally. Discussions
It is important that we communicate a question or concern through one of the many
and inquiries will be kept in confidence to the extent appropriate or permitted by
available channels.
law.
We can speak with our direct manager or supervisor, or use the Open Door Policy to
• Certain follow-up information about how the concern was addressed may be
talk to someone else in management, including the Human Resources manager, or
obtained upon request.
someone from the function with the expertise and responsibility to address the
concern. Any of these people may have the information needed, or will be able to refer
the question to another appropriate source.
Investigations into allegations of unethical or illegal conduct must be conducted
Another communication channel to assist us is the UPS Help Line. We can contact the confidentially and professionally. The UPS Guidelines for Investigation of Workplace
UPS Help Line when we have a concern or want to report a potential violation of our Issues is available from Corporate Compliance for management who may conduct
legal or ethical responsibilities. We may use whatever method of communication with such an investigation.
which we feel most comfortable. The important thing is to get the needed guidance, to
Additional information can be found in the section titled “Retaliation” and on the
report what is known, and to get questions answered.
Corporate Compliance Web site.
The UPS Help Line, which is answered by an outside vendor, is available to all
RETALIATION
employees, 24 hours a day, 7 days a week. Interpreters are available for language
assistance. The UPS Help Line can be reached toll-free at 1-800-220-4126. Individual Our commitment to integrity includes a responsibility to foster an environment that
country codes can be found on the Corporate Compliance Web site and should be allows people to report violations without the fear of retaliation or retribution. No one
used for UPS Help Line calls made outside of North America. should be discouraged from using any available channel within the organization.

Even simple questioning of someone can lead to claims of retaliation, even though All gifts and entertainment, other than infrequent items of nominal value, must be
that was never the intent, as it may make a person feel that he or she did something disclosed to a manager.
wrong by choosing one method over another. People must be able to choose
The difference between appropriate and inappropriate gifts is not always easy to
whichever method they are most comfortable with to communicate their concern.
determine. The UPS Guidelines for Gifts and Gratuities should be reviewed to
Anyone who retaliates against another employee for reporting known or suspected determine whether a gift is appropriate. Any doubt should be resolved in favor of not
violations of our legal or ethical obligations is in violation of the Code and subject to giving or receiving the gift.
disciplinary action, up to and including dismissal. Retaliation also may be a violation of
Additional information is available in the UPS Guidelines for Gifts and Gratuities and in
the law, and as such, could subject both the individual offender and UPS to legal
the UPS Anti-Corruption Compliance Program materials available on the Corporate
liability.
Compliance Web site.
Additionally, the same rules apply with regard to retaliation or retribution against
employees related to company-sponsored solicitations, such as for charities or OUR COMMUNITIES
political action committees.
Anti-Corruption Compliance
OUR PEOPLE
As a U.S.-based corporation, UPS is subject to the U.S. anti-bribery laws that are
Gifts and Entertainment enforceable worldwide and cover all UPS operations, including all businesses, agents,
and joint ventures. Anti-bribery laws include the Foreign Corrupt Practices Act (FCPA)
All employees and representatives of UPS should understand the legal and ethical and all such laws of the countries in which we operate.
issues associated with gifts and entertainment and how they can affect our
Broadly speaking, the FCPA prohibits a U.S.-based company or any of its worldwide
relationships and reputation with our customers, suppliers, and the general public. The
businesses or affiliates from bribing — or offering, promising, or authorizing anything
decision to offer or to accept gifts or entertainment should be made only in compliance
of value to — a foreign government official in order to obtain or retain business. We
with legal requirements and ethical considerations, and with the involvement of a
conduct our business in accordance with the FCPA, and every one of us, regardless
manager if unsure of the appropriate course.
of the country in which we work, must adhere to its requirements.
The issue of gifts and gratuities may have legal implications when a government or
Under the FCPA as well as other anti-bribery laws, UPS, its employees, and its agents
government entity is involved, and serious consequences can result from mishandling
also are prohibited from doing indirectly what we are prohibited from doing directly —
these relationships. Offering or accepting bribes and pay-offs is always prohibited.
we cannot make any payment to a third party if all or any part of the payment will be
Business gifts and entertainment are courtesies designed to build goodwill and sound given to a prohibited person. UPS could be held liable for such payments even if the
working relationships among business partners. We do not, however, want to obtain company did not know, but should have known, that the payment was going to a
business through improper means as to gain any special advantage in a relationship. prohibited person.
Business gifts that compromise, or even appear to compromise, ou r ability to make
All management employees are expected to become familiar with the UPS Anti-
objective and fair business decisions are inappropriate.
Corruption Compliance Manual, and how these responsibilities apply to their current
Solicitation of gifts is never appropriate, even for charitable purposes or UPS events. positions, and to review them whenever their position or responsibilities change.

143. Pfizer
2007 Corporate Responsibility Report 1 • A compliance hotline in 70 countries

• Global compliance liaisons in all markets
Governance and Compliance
• Training for all colleagues, with materials available in 45 languages
Preventing Bribery and Corruption
• Auditing procedures for all sales and marketing programs.
The Foreign Corrupt Practices Act (FCPA), which became US law in 1977, contains
three key provisions that pertain to our business:
• An anti-bribery provision, which makes it unlawful to bribe foreign government
officials directly or indirectly to obtain or retain business Summary of Pfizer Policies on Business Conduct²
• The books and records provision, which imposes requirements on public Compliance at Pfizer — A Shared Responsibility
companies to maintain accurate books and records, and to implement stringent
accounting and financial controls and
Pfizer Compliance Education Center
• The system of internal controls provision, which imposes requirements on public
You can learn more about compliance at Pfizer and about specific compliance topics
companies to implement stringent accounting and financial controls.
like securities laws, antitrust, pharmaceutical sampling, and others by logging on to
the Pfizer Compliance Education Center (PCEC) through the Compliance web site at
http://compliance.pfizer.com.
To continually improve on our ability to adhere to all provisions of the FCPA, we
implemented, in April 2007, the International Anti-Bribery and Anti-Corruption From time to time you may be required to complete online compliance training
Corporate Procedure. This procedure establishes anti-bribery standards and courses available on the PCEC.
processes designed to support compliance with the FCPA, as well as local anti-bribery
Colleagues and Compliance
laws.
Pfizer views all employees as critical to maintaining an effective compliance system.
Pfizer also developed an implementation platform to help local teams train colleagues
In addition to your personal responsibility for following the standards described in this
and adopt local procedures.
Blue Book, you are responsible for raising concerns about risks to the Company —
This platform is divided into 12 separate sections, which covers such things as third- ideally, before these risks become actual problems.
party transactions and consultancy agreements to gifts, hospitality, international
If you reasonably believe that another employee has violated, or may violate, a local,
meeting support and site visits, to educational grants, investigator-initiated research
state, or federal U.S. law, law of a foreign country, or specific Pfizer policy or
grants, charitable contributions and political contributions.
procedure, you must report that information immediately to your supervisor or to the
To support compliance even further, the company has also established the following Corporate Compliance Officer through the Corporate Compliance Group. Whenever
tools and systems: you are in doubt, it is best to raise your concern.
1 Source:http://media.pfizer.com/files/corporate_citizenship/cr_report_2007.pdf
²Source: http://www.pfizer.com.au/Media/PfizerPolicyBusinessConduct.pdf

By raising concerns you allow management the opportunity to address potential • Consequences for Investors May Include
problems. And since non-compliance can pose serious risks for Pfizer, customers,
- Loss of confidence in Pfizer.
patients, investors, and employees, this is an important step. The following chart
shows some of the possible consequences of non-compliance: - Loss of investment value.
• Consequences for Pfizer May Include
- Prosecution, fines, and other penalties for the improper conduct of its Compliance Hotline
employees.
While compliance matters can often be resolved at the local level, the Compliance
- Loss of business. Hotline provides another way to address matters that might not be adequately
resolved there and, in general, provides a way to report a concern or get information
- Damage to Pfizer’s: good name; trade and customer relations;
or advice anonymously.
- business opportunities.
The Compliance Hotline is available 24 hours a day, 7 days a week, 365 days a year.
• Consequences for an Employee May Include
To reach the Hotline:
- Prosecution, fines, imprisonment and other penalties for improper
• in the United States, call toll-free 1-866-866-PFIZ (1-866-866-7349).
conduct.
• outside the United States, dial your access code (which you can find by
- Termination of employment.
contacting an AT&T operator or by visiting http://www.att.com/traveler), wait for
- Loss of incentive pay and annual increases. the tone or prompt and then call 1-866-866-PFIZ (1-866 -866-7349). Translation
services are available.
- Other forms of disciplinary action, as determined by the Company.
- Damage to personal reputation.
The Compliance Hotline is operated by specially trained third-party representatives.
• Consequences for Patients and the Public May Include
Calls to the Compliance Hotline will not be traced or recorded, and callers can choose
- Compromised product safety. to remain anonymous if they wish. Compliance Hotline representatives will listen to
your concerns, ask questions, and review the information provided. They will then
- Environmental risk.
forward your matter to Pfizer’s Corporate Compliance Group, which will take
- Higher cost of life-saving drugs. appropriate action. The caller can arrange to receive information about the Company’s
response to the call. To find out
• Consequences for Customers May Include
- Loss of good faith in their dealings with Pfizer.

The Marketplace Compliance web site at http://compliance.pfizer.com for more information.

Marketing Integrity
At Pfizer, we are committed to fair competition. This means, among other things,
Pfizer forbids payments of any kind to any person either to obtain advantage in selling abiding by all laws that apply to our marketing activities. Under these laws, it is illegal
goods and services or to advance our interests with government authorities. Any such to use unfair methods of competition or unfair or deceptive acts or practices in
payment, made anywhere in the world, violates Pfizer’ s policies and procedures. commerce. This prohibition includes, but is not limited to:
Most countries in which we do business have laws that forbid the making, offering, or • false or misleading advertising, or any other form of misrepresentation made in
promise of any payment or anything of value (directly or indirec tly) to a government connection with sales;
official (and, in the U.S., to foreign political parties and candidates), particularly when
• the use of lotteries in the sale of products;
the payment is intended to influence an official act or decision to award or retain
business. In our business, we must be particularly sensitive to bribery and corruption • bribery of competitors’ or customers’ employees; and
issues because a country’s government is often both the regulator of our products and
• unfair comments about competitors’ products.
a major customer.
We also retain the services of scientists and doctors, many of whom are employees of
public institutions and are considered government officials. For this reason, no Business Intelligence
payments, gifts, or services intended to influence or even appearing to influence a
In today’s business environment, we have access to a great amount of public
government official’s actions should be given.
information about other companies, their products, and services. It is generally not
Pfizer also prohibits “commercial bribery,” which violates the laws of many countries. unethical or illegal to have and make use of public information in conducting our
Commercial bribery refers to the furnishing of something of value to an intermediary business.
(e.g., an employee of a customer) without his or her supervisor’s knowledge, with the
You are free to gather intelligence about companies from public sources such as their
intent to influence the supervisor’s commercial conduct. Pfizer prohibits any
web sites, published articles, price bulletins, advertisements, brochures, public
employee, consultant, middleman, or other agent acting on such individual’s behalf or
presentations, and customer conversations. You may also contract with an outside
on behalf of the Company from directly or indirectly engaging in commercial bribery.
vendor to gather business information, but only if the selection and contracting
The Anti-kickback Law process is approved by the Legal Division. You should only accept business
information about other companies when you believe that the receipt and use of it are
In the United States, there is a special healthcare law (the Anti-kickback Law) that
lawful and ethical, and do not violate anyone’s confidentiality obligations. You must
prohibits the offering of anything to a person that is intended to influence that person
never use, or ask any third party to use, unlawful or unethical means such as
to recommend or purchase a healthcare product (including a prescription medication)
misrepresentation, deception, theft, spying, or bribery to gather any such information.
or service that may be reimbursed by Medicare or Medicaid. This is to ensure that a
If you need assistance in this area, contact the Legal Division or the Corporate
healthcare provider’s decision about a choice of treatment or product for his or her
Compliance Group.
patient not be influenced by motives of personal gain or enrichm ent. Please visit the


Money laundering occurs when criminals try to “clean” the proceeds of their crimes to
hide them or to make those proceeds appear legitimate. Pfizer is committed to
complying fully with all anti -money laundering laws throughout the world.
Employees must protect Pfizer’s integrity and reputation by helping to detect possible
money laundering activities. These activities are often intricate and difficult to
discover. Learn to watch for warning signs of money laundering, which may include a
customer who is reluctant to provide complete information or who requests to make
payments in cash. If you believe you have encountered a warning sign, notify your
supervisor and contact the Corporate Compliance Group immediately.
Our Company and Shareholders
Acceptance of Gifts, Entertainment, Loans, or Other Favors

Conflicts of interest are not always obvious, and many may arise despite your best
intentions. While business courtesies are encouraged, the Company prohibits you —
or someone from your immediate family — from receiving gifts, services, perks,
entertainment, or other items of more than token or nominal monetary value from the
Company’s suppliers or customers. More over, such gifts are permitted only if they are
not made or received on a regular or frequent basis.

144. Intesa Sanpaolo
Sustainability Report 2007 1 Great attention is paid to risk connected with corruption within all Italian companies
which have adopted organizational and surveillance models under the terms of
Prevention of illicit behaviour Legislative Decree 231/01.
As part of its surveillance model, the Audit Department adopts a series of checks to Similarly, the level of attention to such risks is also high in our banks abroad, in
evaluate the adequacy of the controls and to prevent illicit behaviour in areas of risk countries which have adopted a specific law; where such laws do not exist, the Audit
such as corruption, anti -terrorism, money laundering, embargos. These verifications Department still conducts monitoring activities in high risk areas.
are part of the department’s surveillance models, which constitute the methodological
and regulatory support of the control systems and the annual audit plan. An example CSR Training
is the investigation conducted on the Treasury services of the Public Institutions, on a Virtual Communities have been organized and utilize tools such as news, forums, chat
sample of branch offices selected on the basis of risk prevention analysis. Specific lines, document archives and, in general, everything which represents the new frontier
monitoring systems have been implemented to deal with money laundering and of Social networking. Using these tools encourages a constant interchange of
embargos. experiences and of opinions between participants in special training programmes and
the creation of formal and informal “knowledge” connections within the company itself,
When the resources of the Bank are involved in particularly critical cases, the Audit helping to increase and broaden human and social capital. Furthermore, 8.3% of
Department promptly conducts investigations, examining the events/ phenomena to employees in the Group (5.8% in Italy and 15.3% abroad) have received specific
ascertain the causes and/or damages/responsibilities involved. training on the prevention of corruption.
The Audit Department conducts checks on the risks of corruption in all the parent Code of Ethics
company processes. Corruption as an offence is included in Intesa Sanpaolo’s
organizational, management and surveillance Model, in compliance with Legislative Specific initiatives for employees responsible for distributing the Code of Ethics in Italy
Decree 231/01. The Department’s competence with regard to the specific and abroad and for encouraging the importance of behaviour patterns, environments
administrative responsibility risks introduced by this Decree in cludes: and products consistent with social responsibility have been organized (CSR referees,
internal and external training staff as well as professional experts who interact with our
• ensuring that the Model is respected staff.
• monitoring the Model is kept up to date Equator Principles
• maintaining information flows to the internal surveillance committee regarding the Fulfilling commitments as a result of our subscription to the Equator Principles, a
efficacy and the respect of the Model training programme related to the principles of this agreement has been planned,
• recommending corrective action when necessary. organized and already commenced in part with the support of external consultants,
accredited by the International Finance Corporation (IFC). The training was received
by members of staff who deal with Project Financing (above all, but not only for
international projects), people who deal with Risk Management and credit and legal
assessments as well as staff dealing with the CSR within the company.
1 Source: http://group.intesasanpaolo.com/portalIsir0/isInvestor/en_sostenibilita/BilancioSociale07_en.pdf

Contentious procedures with employees Code of Ethics1
Disciplinary action taken against staff Italy Abroad Implementation and control
Written censure and verbal or written reprimand 137 65 Reporting cases of non-compliance
Reduction in retribution (up to four hours) 7 15 Reports of cases of non-compliance with the present Code should be sent by email to
codice.etico@Intesasanpaolo.com or by regular post to the following address: Intesa
Suspension from work with subtraction of retribution 207 12
Sanpaolo - Reclami Etici, Via Lugaro 15 Turin.
(from one to ten days)
Intesa Sanpaolo guarantees that whoever reports a case of non-compliance in good
Justified dismissal 34 112 faith will be protected from any form of retaliation, discrimination or penalization, and
ensures maximum confidentiality, except in cases otherwise indicated by law.
Number of disciplinary sanctions aimed at employees 0 0
for corruption
Number of dismissals for corruption 0 2
Total 385 206
1 Source: http://group.intesasanpaolo.com/portalIsir0/isInvestor/en_sostenibilita/CodiceEtico_en.pdf

145. Lowe´s
CODE OF BUSINESS CONDUCT AND ETHICS1 our business and have no special significance attached to them are not considered as
giving rise to any conflict of interest. Employees may not accept a favor, gift,
CONFLICTS OF INTEREST entertainment, special service, or special treatment of any kind from any individual or
All Employees should avoid any conflict or the appearance of any conflict in their organization that conducts or seeks to conduct business with Lowe's, or that
personal interests, or the interests of their immediate family, with the interests of competes with Lowe's, however, unless all of the following criteria are met: (i) it would
Lowe's. For this purpose, immediate family includes an Employee's parents, children, be consistent with good business practices; (ii) the value is reasonable, given the
spouse, siblings, mothers and fathers -in-law, sons and daughters-in-law, brothers and nature of the event or frequency of the activity are reasonable; and (iv) the activity is
sisters -in-law, and anyone (other than domestic employees) who shares the beneficial to the company's business relationship or accomplishes a legitimate
Employee's home. A conflict of interest can arise when an Employee takes actions or business purpose.
has interests that may make it difficult to perform his or her work objectively and These guidelines apply at all times and do not change during traditional gift-giving
effectively. Conflicts of interests also arise when an Employee, or members of his or seasons or during the planning of a company event.
her immediate family, receives improper personal benefits as a result of his or her
position with the company, whether received from Lowe's or a third party. In order to accept any favors, gifts, entertainment, special service or special treatment
that exceeds nominal value, Employees must receive approval from an officer of the
Employees and members of their immediate families should not have any financial company who reports directly to the Chief Executive Officer. The officer giving such
interest, direct or indirect, in any organization that is or is seeking to be a supplier of approval must record all such approvals and submit the records of them promptly to
merchandise or other property or services to the company. The ownership of a small Lowe's General Counsel.
minority equity interest in a publicly traded company doing business with or seeking to
do business with the company is not considered as giving rise to a conflict of interest. Directors, the Chief Executive Officer and those officers of the company reporting
Additionally, an Employee should not act on behalf of Lowe's in any transaction with directly to the Chief Executive Officer may self-approve favors, gifts and entertainment
another organization in which an immediate family member of the Employee has a that exceed nominal value, provided that the favor, gift or entertainment is appropriate
material financial interest or by which an immediate family member is employed in a in accordance with this policy and the director or officer maintains an accurate and
management or sales and marketing position. complete record of all such gifts or entertainment. Officers, other than the Chief
Executive Officer and General Counsel, must submit for review their records of gifts
In general, Employees and members of their immediate families should not request or and entertainment received to Lowe's General Counsel on a quarterly basis. The
accept gifts, gift certificates, discounts, gratuities or other items of value (including Chief Executive Officer must submit such record to the chairperson of the Governance
services) from any of Lowe's vendors or service providers. However, because there is Committee of the Board of Directors for review on a quarterly basis. Lowe's General
a wide range of activities performed by Employees, it is difficult to specify exactly what Counsel must submit such record to the Chief Executive Officer for review on a
may be considered to constitute a conflict of interest. A conflict of interest exists when quarterly basis.
favors, gifts, entertainment or the like become more than nominal in value, as
determined from time to time by the Chief Executive Officer in consultation with the A member of Lowe's Board of Directors shall not, as a result of any relationship
Chairperson of the Governance Committee of the Board of Directors. Invitations to between the director (or his or her immediate family members or related interests) and
lunch, dinner, or other such minor favors from vendors or suppliers that are normal in the company, be in violation of this policy on conflicts of interest if the Governance
1 Source: http://www.shareholder.com/lowes/ethics.cfm

Committee of the Board of Directors and the Board of Directors have evaluated the policies and procedures for maintaining accurate and complete accounting records,
relationship and affirmatively determined the director is independent within the New authorizing receipts and disbursements and the safeguarding of assets. The accuracy
York Stock Exchange Corporate Governance Rules relating to director independence of Lowe's financial statements and other financial information either included in the
and Lowe's Categorical Standards for Determination of Director Independence. reports Lowe's files with or furnishes to the U.S. Securities and Exchange Commission
or discloses in press releases or other communications to investors, is dependent
PAYMENTS TO GOVERNMENTAL OFFICIALS
upon Employees respecting and adhering in all instances to the company's system of
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or internal controls over financial reporting.
indirectly, to foreign government officials or foreign political candidates in order to
The audit committee of Lowe's Board of Directors has established a special procedure
obtain or retain business. It is strictly prohibited to make illegal payments to
for Employees to submit concerns or complaints regarding questionable conduct
government officials of any country. In addition, the U.S. government has a number of
relating to accounting, internal accounting controls or audit matters on an anonymous
laws and regulations regarding business gratuities which may be accepted by U.S.
and confidential basis. They may be submitted anonymously and confidentially by
government personnel. The promise, offer or delivery to an official or Employee of the
calling Lowe's Whistleblower Hotline at 1-866-557-3820.
U.S. government of a gift, favor or other gratuity in violation of these rules would not
only violate company policy but could also be a criminal offense. State and local Alternatively, they may be reported by contacting directly Lowe's General Counsel or
governments, as well as foreign governments, may have similar rules. Governmental Vice President of Internal Audit. For additional information about how to submit such a
officials include elected or appointed officials of any foreign or domestic federal, state, concern or complaint, see Lowe's Complaint Procedure for Questionable Accounting
county, municipal or other political subdivision, agencies thereof, and their families or Auditing Matters posted on LOWESNET, the company's intranet site.
and Employees. If any questions arise about such matters, you should seek guidance
COMPLIANCE WITH THIS CODE
from the company's General Counsel.
Any Employee having information or knowledge of any actual or contemplated
IMPORTANCE OF ACCURATE BOOKS AND RECORDS AND ADHERENCE TO
transaction or conduct that appears to violate this Code or who becomes aware of an
SYSTEM OF INTERNAL CONTROLS TO FINANCIAL REPORTING
actual or potential conflict of interest shall promptly inform his or her supervisor or
The integrity of financial reporting by public companies represents the foundation of report the matter by calling Lowe's Open Door Line at 1-800-784-9592 or by
the United States securities markets on which Lowe's common stock and other contacting Lowe's at www.ethicspoint.com. If the actual or contemplated violations of
securities are traded. All books, records, accounts and other financial information this Code, or actual or potential conflicts of interest, involve Lowe's principal executive
prepared by Employees that are the building blocks of Lowe's external financial officer, principal financial officer, principal accounting officer or controller or persons
reporting must be reasonably detailed, must accurately reflect transactions and events performing similar functions or any other executive officer, such matters should be
and must conform to applicable legal and accounting requirements. Lowe's has reported directly to Lowe's General Counsel, but can also be reported by calling
established and maintains a system of internal controls over financial reporting that Lowe's Open Door Line at 1-800-784-9592 or by contacting Lowe's at
consists of policies and procedures designed and operated to provide reasonable www.ethicspoint.com. The company will not permit retaliation against Employees for
assurance about the reliability of the company's financial reporting and its process for reporting, in good faith, suspected violations of this Code. The Internal Audit
preparing and fairly presenting financial statements in accordance with generally Department, as part of its regular procedures, shall assess compliance with this Code.
accepted accounting principles in the United States. This system includes Lowe's

All management Employees (and those non-management Employees designated by

senior management) shall be required at least annually to affirm , to the best of their
knowledge, that they have complied with this Code, have no knowledge of any
violation of this Code not previously reported and have not been requested to engage
in any activity in violation of this Code. Employees may also be required to submit
detailed information on any business interest in which they or their immediate family
are involved.
The company's outside independent auditors shall report promptly in writing to the
General Counsel any matter discovered during their examination of Lowe's financial
statements that appear to violate this Code. The Internal Audit Department shall report
promptly in writing to the General Counsel any matter reported to or investigated by
the Internal Audit Department that appears to involve a violation of this Code.
Lowe's will evaluate all complaints and reports of violations of this Code, and, when
warranted, Lowe's will conduct either an informal inquiry into the matter or a formal
investigation and forward the results to appropriate members of management for
follow up. Depending upon the nature and circumstances of the alleged violation, a
report or complaint may be addressed by any one or a combination of the following
departments at Lowe's: Human Resources, Internal Audit, Legal, or Loss Prevention.
The failure of any Employee of Lowe's to comply with this Code will result in
disciplinary action which, depending on the seriousness of the matter, may include
reprimand, probation, suspension, demotion or dismissal, and possible civil or criminal
action including reporting the unethical behavior to the appropriate authorities.
Disciplinary measures will apply to supervisors and senior executives who condone
questionable, improper, or illegal conduct by those Employees reporting to them or
who fail to take appropriate corrective action when such matters are brought to their
attention, or who allow unethical or illegal conduct to occur because of their inattention
to their supervisory responsibilities.

146. Tokyo Electric Power
Sustainability Report 2008 1 implement independent activities and group discussions that closely correspond to
their respective workplace environment.
TEPCO Group Management Principle
Compliance with Corporate Ethics

Tepco has set up a Corporate Ethics Committee composed of members from top The Corporate Code of Conduct²
management, and an Ethics Line, to widely collect information on corporate ethics
compliance from their entire Group and take specific action against matters that need Honest and Sincere Conduct
to be addressed. Each department has a corporate ethics officer, who works closely
with the Ethics Line, while making independent efforts to promote corporate ethics Appropriate External Relations
compliance. Around 50 TEPCO Group companies have so far established a similar
(1) Attitude toward Customers and Business Clients
framework.
- We interact with our customers and business clients in good faith by
Ethics Line
considering the standpoint of others. We use good sense when
The Ethics Line receives reports and consultations on legal and ethical violations from entertaining or being entertained by our customers and business clients
TEPCO employees and other stakeholders, including members of TEPCO Group or when exchanging gifts and maintain temperate and sound relations.
companies and business partners. All calls are referred to the Corporate Ethics
- We are fully aware that we are supported by the partnership of our
Committee, which, when necessary, discloses individual incidents and proposes
business clients including affiliated firms and supporting companies, and
measures to prevent recurrence. The Ethics Line has received 223 calls in FY 2007.
develop trust-based relationships with them.
Employee Training
TEPCO provides various types of training at different levels, to raise awareness about
(2) Attitude toward Politicians and the Public Administration
corporate ethics. It hosts seminars by outside lecturers, intend ed for management
level employees of TEPCO and its Group companies, and holds monthly meetings - We maintain sound and transparent relations with politicians and the
between corporate ethics officers from each department and management personnel, public administration. We use due moderation by having friendly and
as well as regular training programs for these officers. Each department makes informal exchanges with political and governmental circles and bestow
independent efforts to train its employees and deepen their awareness and adequate consideration as to when and how such exchanges are carried
understanding of TEPCO’s code of conduct, using various tools. These include FAQ’s out.
on specific scenes concerning corporate code of conduct; case studies that are used
in group discussions designed to develop moral thinking skills; practical guides that
provide detailed explanations of important points to consider when in engaging in (3) Attitude toward Illegal Organisations
code of conduct dissemination activities; and audio-visual resources such as e-
learning and video programs. Since FY 2006, individual workplaces have increasingly
begun to 1Source:http://www.tepco.co.jp/en/challenge/environ/pdf-1/08report-e.pdf
²Source: http://www.tepco.co.jp/en/corpinfo/overview/pdf-1/kizyun-e.pdf

- We are resolutely against illegal organizations. We do not give

any favour in any name to such organizations.
Open Communication
Operating Rules
Response to a Violation of the Corporate Code of Conduct, please contact
• If any employee performs an unethical business act which violates the present
Corporate Code of Conduct, he or she will be subjected to disciplinary action.
• If an employee suspects that a practice is against the Corporate Code of Conduct
and business ethics or if he or she is unable to make a decision on whether or not
it is right to continue such a practice, he or she should consult upper
management. If circumstances prevent the employee from consulting upper
management or if he or she hesitates to provide counsel, he or she should
consult the Ethics Line.
• Any employee who consults the Ethic Line can be assured that his or her privacy
will be protected and any information disclosed will be kept in strict confidence.
Furthermore, the Company will not treat anyone who has consulted the Ethics
Line in an unfair manner.

147. Rabobank
Annual Sustainability Report 20071 Our employees
Managing our CSR Whistleblower regulation
Supervision by the Compliance Department and compliance officers The Rabobank Group’s Regulation on the Internal Reporting of Abuse (whistleblower
regulation) is designed to ensure that integrity is maintained. A confidential contact
Alert supervision and effective management are designed to safeg uard our integrity person has been appointed and a committee set up in connection with this regulation.
and protect our reputation worldwide. This begins with the systematic listing of In 2007, 11 reports of abuse were received by the confidential contact person, of
relevant rules and regulations, and tracking developments relating to social standards which 5 were considered by the committee (2006: 7 reports). More information is
for integrity. In the event non-compliance with relevant external regulations (e.g. available here.
relating to market abuse and duty of care) and in-company procedures, the
Compliance Department monitors whether management takes the necessary
corrective action. It is also important for staff to have the right attitude towards
compliance with regulations. For that reason, they are regularly reminded of the
importance of respecting internal and external codes, and statutory rules. Annual Sustainability Review 2007²
In the compliance structure, compliance officers perform a key role. Every business
The quest for an optimum form of engagement
unit, every local Rabobank and every foreign branch has a compliance officer to
support management in these areas. The compliance officers are supported by the Engagement in lending
Compliance Department and report their findings to the local management and to the
Department. The Department issues coordinating reports to the Executive Board and In lending operations, too, engagement is part and parcel of a broader CSR appraisal
the Supervisory Report, which are used as management information for the business process. In this process we appraise the CSR sensitivity of the business activities. We
operations. also ask whether there is any question of unwanted practices with respect to ten CSR
issues (including corruption, human rights, environmental pollution, irresponsible use
This includes issues that Rabobank will not, or cannot, be involved in. Examples of
of raw materials, animal welfare,
improper activities by customers include money laundering, financing of terrorism,
insider trading, price manipulation, tax offences and evasion of reporting and consumer interests) and finally, where applicable, specific instructions are
requirements. The Bank’s own conduct and that of its staff is also an important topic followed applicable to CSR sensitive sectors. In this way we obtain a picture per client
for our compliance officers. This concerns such matters as failure to exercise due of the CSR issues at play and whether the client takes preventive or remedial
care, misleading communication, conflicts of interest, as well as insider trading and measures. To this we assign a qualification: ‘acceptable’, ‘acceptable subject to
price manipulation. conditions’ or ‘unacceptable/high risk’. If a client is acceptable subject to conditions in
the field of CSR, we opt for engagement and enter into a constructive dialogue with
the client about possible improvements.
1Source:http://www.sustainabilityreport2007rabobank.com/Downloads/Maatschappelijk_jaarverslag_Rabobank_Groep_2007_UK.pdf
²Source: http://www.sustainabilityreport2007rabobank.com/Downloads/Maatschappelijk_jaarbericht_Rabobank_Groep_2007_UK.pdf

148. China Mobile Coummnications
China Mobile Communications Corporation 2008 CSR Report 1

Managing Risk and Preventing Corruption
In 2008, SASAC released guidelines that emphasized the importance of risk
management in key State-Owned Enterprises, asking that enterprises integrate risk
management into their daily operations and make it a major prior ity in 2009.
This year we improved our systems to identify, review, and manag e risks. We have
also improved our internal controls, legal risk management, and anti-corruption efforts,
introducing new preventative measures and disciplinary controls.
Preventing Corruption, Promoting Business Ethics
In 2008, we built a better system for addressing and preventing corruption, improved
our anti-corruption efforts, and strengthened ethical business conduct—all with a
specific focus on prevention. We also ran a series of business ethics trainings and
sought to integrate ethical standards into our culture. In addition, we rolled out new
measures in line with the Seven Business Ethics Standards for management staff
within State-Owned Enterprises. Our monitoring efforts have also been reinforced.
Management staff and their direct reports are more closely supervised during
procurement processes, ensuring that we have effective controls in place when
decisions are made on planning, staffing, and resource allocation. We are also
running a company-wide audit to ensure we have oversight over major projects
happening at a subsidiary provincial level.
1Source: http://www.chinamobile.com/en/mainland/corporate/2008csr_en/down load/cmcc2008csr_en.zip

149. Fujitsu
FUJITSU GROUP SUSTAINABILITY REPORT 2008 1
With our Business Partners
Fujitsu CSR Procurement Guideline – Fair Trade and Corporate Ethics

• Fair Trade: We promote fair, transparent and free competition and do not engage
in any illicit trade.
• Protection of Confidential Information: We maintain and promote proper handling
of confidential information, including third parties’ confidential personal
information.
• Protection of Intellectual Property: We strive to obtain, maintain and utilize the
intellectual property of others, understanding the role that intellectual property
plays as an important resource to underpin organizations’ business activities.
• Prohibition of Bribes: We do not engage in any bribery of public officials or any
similar activities, or any corruption, extortion, or appropriation through the abuse
of one’s position in the organization.
1 Source: http://www.fujitsu.com/downloads/ECO/rep2008/fujitsureport2008-e.pdf

150. Time Warner
2008 CORPORATE SOCIAL RESPONSIBILITY REPORT 1 We want our employees to understand that Time Warner’s Ethics and Compliance
representatives work not only to safeguard the company’s reputation, but also to
ETHICS, GOVERNANCE, AND PUBLIC POLICY protect employees from unsafe, unethical or criminal conduct in the workplace. A
recent employee survey confirms that our employees know they can report concerns
Standards of Business Conduct without jeopardizing their status in the company and know who to contact for guidance
on ethics and compliance issues.
In 2004, our company’s Board of Directors revised and strengthened our Standards of
Business Conduct, which applies to corporate employees In 2007, Time Warner was recognized by Ethisphere Magazine as one of the world’s
most ethical companies – one of only two media and entertainment companies
and serves as a model for similar codes of conduct adopted at each of Time Warner’s awarded this honor. We also devote substantial resources to our system of internal
business units. Our Standards of Business Conduct stress the importance of abiding control over financial reporting and compliance programs that are designed to provide
by the law, being truthful, being transparent in our business dealings, putting the that the company’s financial statements and disclosures are accurate and complete,
needs of our stockholders, and customers first, and steering clear of excesses and and in accordance with the applicable legal requirements in all material respects. As
ethical lapses. The Standards of Business Conduct are available at part of this effort, specialized training is provided to financial executives and lawyers to
www.timewarner.com under Corporate Governance. assist them in implementing standards effectively and to provide guidance on abiding
Since business situations can often be complicated or unclear, a nd the laws governing by the comprehensive internal controls and compliance procedures we have in place.
ethics and compliance are numerous, a strong compliance environment needs more Enforcement is also key to an effective ethics policy. A Corporate Compliance Review
than codes of conduct. It also requires training, education, and employee trust. To that Committee meets regularly to review individual compliance matters for the entire
end, we pledged that by the end of 2006, all regular employees in the U.S. would be company. The Audit and Finance Committee of the Board is responsible for reviewing
trained on the Standards of Business Conduct and we are pleased to report that goal and recommending changes to the Standards of Business Conduct and for
was met. In addition, new hires who are regular domestic employees of Time Warner overseeing the company’s Ethics and Compliance program. The Audit and Finance
are required to receive training on the Standards shortly after their arrival at the Committee also appoints the company’s Chief Ethics and Compliance Officer, who
company, and annual ethics and compliance training is also conducted for existing provides the Committee with reports on the company’s Ethics and Compliance
employees. Ongoing efforts in this area include multimedia training programs, as well programs.
as an award-winning awareness campaign, that use a variety of media and print
outlets to reach our employees. We have also provided additional training to those
employees involved in conducting international business to support compliance with
the Foreign Corrupt Practices Act (FCPA). As we continue to expa nd our company’s
international business dealings, training and awareness of the FCPA and anti-
corruption laws will continue to be a focus for 2008 and beyond.
We welcome questions and concerns about any conduct that may run counter to our
values, and we will not tolerate retaliation for concerns raised or reported in good faith.
1 Source: http://www.timewarner.com/corp/citizenship/index.page/tw_csr_report08.pdf
²Source: http://www.timewarner.com/corp/corp_governance/pdf/SBC_External_062205.pdf

TIME WARNER INC. CORPORATE STANDARDS OF BUSINESS • send an e-mail to TWCorpBusConduct@timewarner.com

CONDUCT² • make a telephone call (which may be anonymous) to the Compliance Help Line
at: 1-800-375-0288
OVERVIEW
• send a letter (which may be anonymous) addressed to
How are the Standards of Business Conduct Enforced? Compliance Office
Time Warner Inc.
Reports of violations may be received from a number of sources, including One Time Warner Center
employees, outside parties, or as a result of an audit or litigation. Once a report is New York, New York 10019
received by the Compliance Office, it is promptly and thoroughly investigated (See
“How Are Investigations Conducted”). Depending on the nature of the violation or the • send a fax to (212) 504-2686
results of an investigation, disciplinary action may or may not be taken. Time Warner • For the latest information on the Ethics and Compliance program, including
is not obligated to take any particular disciplinary action, but the discipline imposed updated contact information, visit the Ethics and Compliance website, available
may include: oral or written warning, probation, demotion, suspension, restitution, on the My TW home page and at
termination of employment including “for cause" termination that may result in http://mytw.twi.com/MyTW/our_company/compliance_ethics/index.html
forfeiture of stock options granted under Time Warner stock option plans, or referral
for criminal prosecution or civil action. Some of the factors that may be taken into
account are: the nature of the violation; the impact on Time Warner or any of its Supervisors and the Legal and HR Departments should report all serious violations of
Divisions; and the individual’s history of compliance with these Standards of Business the Standards to the Compliance Office as soon as possible. Time Warner does not
Conduct. permit retaliation against any employee who in good faith seeks advice, raises a
Questions or Concerns: question or reports misconduct. Anyone engaging in retaliation will be subject to
disciplinary action, which could include termination of employment.
If you have questions or believe that violations of the Standards are occurring or have
occurred, you should not keep the information to yourself, but should promptly inform PROTECTING COMPANY RECORDS AND INFORMATION
the appropriate personnel. As a general rule, you may contact your supervisor, Legal
Department, Human Resources representative, or Compliance Office with questions Dishonesty and Fraud
or concerns. In addition, as you ’ll see below, for certain types of violations, the
Standards provide more specific guidance on whom you should cont act. Like all organizations, ours is faced with risks from dishonesty and fraud which can
take many forms and can cause the Company and our reputation immense harm. We
In any event, you may always contact the Compliance Office with questions or are committed to the deterrence, detection and correction of such misconduct and to
concerns as follows: perpetuating a culture that does not tolerate it.
Broadly, dishonesty and fraud can involve many forms, such as

• theft or other misappropriation of assets, including assets of the Company, our CONFLICTS OF INTEREST
customers and suppliers;
• questionable payments to agents, consultants or professionals who haven’t been
properly retained by the Company or have over billed or under performed General Guidance: From time to time, you may receive or give gifts that are meant to
services; show friendship, appreciation or thanks from or to people who do business with Time
Warner companies. You should never accept or offer gifts or entertainment when
• misstatements and other irregularities in the Company’s books, records, financial
doing so may improperly influence or appear to influence your or the recipient’s
and disclosure statements, etc.;
business decisions. If you are involved in any stage of a decision to do business with
• forgery or other alteration of documents; another company or person, you must refrain from accepting or giving any gift or
entertainment that may influence or appear to influence the decision to do business.
• transfers to or deposits in the bank account of an individual, rather than in the
Some business units may have additional restrictions on giving and receiving gifts and
account of the company with which we are doing business;
entertainment. You are responsible for knowing these business unit specific
• billings made higher or lower than fair value, at a customer’s request; restrictions and abiding by them.
• payments made for any purpose other than that described in supporting Quick Tips: Here are some helpful tips when considering whether to accept a gift:
documents;
• Cash gifts are never appropriate.
• payments made to employees of customers or agencies through intermediary
• Don’t accept a gift if it could cause you to feel an obligation.
persons or organizations, or that seem to deviate from normal business
transactions; • Don’t accept a gift from a vendor if it may give the vendor, other suppliers or
subcontractors the impression that they have to provide similar gifts or favors in
• bid rigging;
order to obtain company business.
• embezzlement;
• Don’t justify accepting a gift by arguing, “Everybody else does it,” ”I deserve a
• fraud and other unlawful acts; and break today,” or “No one will ever find out.”
• bribery and kickbacks.
Accepting Gifts; The $500 Rule: Larger gifts are more likely to cause a conflict of
interest. Accordingly, the advance approval of both your supervisor and, if approved
Examples of bribes or kickbacks that would not be tolerated by Time Warner include:
by your supervisor, then the Compliance Office are required in order to give or accept
• Giving something of value to an individual in return for a favorable exercise of that more than $500 worth of gifts to or from a single source in any 12 -month period.
individual’s discretion; and Among the factors that will be considered in determining the appropriateness of any
gift over the $500 amount will be whether the gift is customary or industry appropriate
• A payment secretly made to a Time Warner employee by a vendor seeking Time
and openly given without any expectation or realization of special advantage.
Warner business with the purpose of influencing the employee to award business
to the vendor or to secure more favorable terms.

Examples of appropriate gifts would be (1) t-shirts, mugs, pens or other widely We have an obligation to conduct all sales and marketing activities in a lawful, ethical
distributed promotional items, (2) consumable items that can be shared with co- and fair manner. Accordingly, Time Warner will not tolerate unfair practices, including
workers, (3) tickets to a cultural, sporting or major entertainment event to be attended lying, deception, mislabeling, improper certification or other similar activities
without a representative of the giver where the total value of all tickets accepted is obfuscating the truth.
less than $500.
Accepting Entertainment Invitations: Social interaction is an acceptable means of
building and maintaining business relationships. Functions such as business dinners, General Standards
drinks, parties, receptions or meetings in a social context are appropriate if a
significant purpose of the social event is business related and your participation is in The Foreign Corrupt Practices Act is a criminal bribery law. It was enacted into law to
the ordinary course of business, usual and customary and not so frequent as to (i) prohibit bribery and (ii) impose accounting and recordkeeping requirements. The
suggest a business purpose is not valid. Accepting invitations in such circumstances FCPA makes it illegal to pay, authorize, promise or offer a corrupt payment (or
to sporting, cultural, and major entertainment events is appropriate in most instances. anything of value) to a “foreign government official” for the purpose of causing the
When travel accommodations are included in any invitation, acceptance of the travel foreign government official to act or fail to act or otherwise use his or her influence to
accommodations must be pre -approved by your supervisor. assist Time Warner in obtaining, retaining or directing business. The FCPA is a
complex law that is interpreted quite broadly. There are significant US criminal
Governmental Authorities: There are special rules that apply to dealing with federal
penalties for individuals and companies that violate FCPA and foreign countries may
and many state, local and foreign governmental authorities. For example, see the
impose additional sanctions.
“Foreign Corrupt Practices Act” Standard below. These are likely to be more restrictive
than the general guidance in these Standards, so you should contact the Legal Without the advance written approval of the Compliance Office or your Legal
Department for guidance before considering any gifts to or entertainment of any Department, employees are not permitted to promise, authorize, offer or make any
governmental authorities. payment, including for travel, lodging or entertainment, in money, products or
services, directly or indirectly, to any “foreign government official” (defined broadly). In
CONDUCTING BUSINESS IN A GLOBAL MARKETPLACE addition, the Compliance Office or your Legal Department should be consulted before
Time Warner hires any foreign agent, representative or consultant.
Fair Dealing
We wish to promulgate a culture throughout the Company of integrity, honesty,
incorruptibility and fair dealing in everything we do. We do not seek competitive
advantages through illegal or unethical business practices. Each of us should
endeavor to deal fairly with our customers, service providers, suppliers, competitors
and fellow employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any unfair dealing practice.

151. GlaxoSmithKline
Corporate Responsibility Report 20071 Our approach
Ethical Conduct Our Code of Conduct

Strong policies, codes of practice and good training are essential elements of our Our Employee Guide to Business Conduct requires all employees to act with integrity,
approach. However, on their own they cannot guarantee that our employees will meet comply with the law, avoid conflicts of interest and report any violations or unethical
our standards. Our internal compliance systems are designed to identify and address behaviour. It provides guidance, including specific examples, on what constitutes
breaches of our codes. unacceptable behaviour.
There is a strong business case for achieving high standards of ethical conduct: Read our Code of Conduct, Employee Guide to Business Conduct, and management
• Greater stakeholder trust in GSK and our products including among regulators, certification statement in the background section of our website.
doctors and patients Marketing ethics
• Improved risk management by preventing breaches of our ethics policies which We market our medicines to doctors, hospitals and governments. In some countries,
could have serious financial or legal consequences such as the US, we also advertise medicines directly to consumers. Our specialist
• Competitive advantage due to better reputation and reduced costs of failures sales representatives meet regularly with doctors and pharmacists to inform them
about our medicines and their approved uses.
We believe that sales representatives play an important role in providing up-to-date
We completed a thorough review of our compliance and risk management strategy in information to doctors on our products and their benefits to patients. However, we
2007 and are improving our programmes in a number of areas as a result. recognise that the marketing of pharmaceutical products raises some challenging
Putting the patient first is at the heart of ethical conduct for a pharmaceutical issues.
company. This means maintaining high ethical standards during all stages of R&D In particular, some people are concerned that marketing by pharmaceutical
(see research practices page 55) and once a product is approved for marketing. companies exerts undue influence on doctors, that sales representatives do not
Marketing ethics is a particularly important aspect of ethical conduct for GSK and one always give doctors full information about potential side effects, or that promotion for
that is relevant to patient safety. It is essential that our marketing practices help unapproved uses may be occurring despite increased training, monitoring and
doctors to prescribe medicines that are in the patient’s best interests. Our policies oversight. Our approach to addressing these issues includes regional marketing
prohibit kickbacks, bribery or other inducements to doctors, and any promotion for codes of practice, regular training and monitoring.
unapproved uses of our medicines. Marketing Codes of Practice
Our Pharmaceutical Marketing and Promotional Activity policy applies to all
employees and agents. It commits us to promotional practices that are ethical,
responsible, principled and patient-centred. It prohibits kickbacks, bribery or other
inducements to doctors, and any promotion for unapproved uses of our medicines.
1Source: http://www.gsk.com/responsibility/cr -review-2007/downloads/CR-Report-2007.pdf

This policy is supported by regional marketing practices codes in Europe, our Monitoring and compliance
Pharmaceuticals International region, Japan and the US. These codes apply the same
We established a new fraud risk assessment tool to help us prevent financial fraud.
standards but reflect differences in market structures, national healthcare systems and
Our finance leadership team will review all financial fraud cases on an annual basis.
regulations .
Addressing misconduct
A copy of the GSK European Promotion of Medicines Code of Practice is available in
the background section of our website. In 2007:
Training and awareness • 1,535 employees were disciplined for policy violations
Training and awareness programmes help employees understand the importance of • Of these, 320 were dismissed or agreed to leave the company voluntarily (known
ethical conduct and to apply our policies in practice. as separations)
New employees in the UK and the US complete induction training on our Code of • Other disciplinary actions included documented warnings (1,215 instances) and
Conduct. Our annual management certification programme requires managers to financial penalties
confirm that they comply with our ethics policies. The programme covers over 14,000
• The 1,535 disciplinary actions included 476 cases of employees breaching sales
managers worldwide. Read our management certification statement in the background
and marketing codes
section of our website.
• These 476 cases resulted in 59 dismissals or separations from the company. All
Managers can access three e -Learning modules on ethical leadership.
the other 417 cases resulted in documented warnings
Specialised training is provided for employees working in R&D, manufacturing and
sales and marketing where there are additional regulatory requirements.
In addition to appropriate discipline, employees staying with the company received
Training for employees working in sales and marketing includes:
retraining and increased monitoring. In some cases retraining is also extended to an
• Induction training and testing on our marketing code of practice employee’s colleagues to prevent them making similar mistakes.
• Detailed training for sales representatives on the medicines they promote and the The main types of violations this year included:
diseases they are designed to treat
• Marketing and promotional activities
• Regular refresher courses held at least once a year
• Good manufacturing /good distribution practices
• Regular management updates in Europe and the US on the types of unethical
• Falsification of documents
conduct detected and disciplinary actions taken
• Travel and expenses claims

GSK Code of Conduct 1 About us – Governance²
Specific Requirements Corporate Ethics and Compliance Programme
Staff Responsibility About GSK's Corporate Ethics and Compliance Programme

All GlaxoSmithKline Staff must comply with this Policy, and associated Standards of GSK's Corporate Ethics and Compliance Programme was established by the Board of
Conduct in the pursuit of Company business; Directors to support GSK's commitment to high standards of ethical conduct. The
programme is under the direction of the Corporate Ethics and Compliance Officer,
If a decision about a particular action is not covered specifically by this Policy or
who reports to the Chief Executive Officer. Through the programme the Corporate
associated Standards of Conduct, Staff is required to seek guidance from his or her
Ethics and Compliance staff provide oversight and guidance to ensure compliance
supervisor, Human Resources, GSK Legal or a Compliance Officer.
with applicable laws, regulations, and company policies, and to foster a positive,
Failure by any Staff, including managers or supervisors who ignore prohibited ethical work environment for all employees.
conduct, or have knowledge of the conduct and fail to correct it, to comply with this or
Corporate Ethics and Compliance contact information
any GSK policy will be subjected to disciplinary action up to and including separation
from the Company in accordance with local labour laws. • Corporate Ethics and Compliance Officer
UK Phone: + 44 20 8047 4501
Policy US Phone: +1 215-751-5895
Fax +1 215-751-5319
Acceptance of Entertainment and Gifts
• Mailing Address:
GSK Staff may accept gifts or entertainment that are lawful and ethical, supports Box 58572
GSK’s business, (e.g., not just for staff well being or use), are infrequent, low in value, Philadelphia
and are customary in a business relationship (e.g., pens, coffee mugs or calendars). If Pennsylvania 19102
any Staff is uncertain about whether a gift is permitted or not, he or she must seek USA
guidance from their supervisor, or a Compliance Officer.
(This secure, off-site post office box may be used for reporting concerns. Please do
not use this address for Adverse Event Reporting. If you are a physician, follow the
procedures required by your country's regulations.)
Integrity helpline
Corporate Ethics and Compliance manages the Integrity helpline, a service that
provides a channel for reporting to GSK alleged breaches of any legal or regulatory
1 Source: http://www.gsk.com/about/downloads/Policy-Code-Conduct.pdf
²Source: http://www.gsk.com/about/corp-gov-ethics.htm

obligations, financial fraud, including accounting, internal controls and auditing, or any
alleged contravention of GSK's Code of Conduct or corporate policies.
The helpline is a confidential, toll -free number available to all GSK employees,
contractors and vendors, and interested outside parties. Calls are not traced, and
callers may remain anonymous (caller ID has been disabled). People in the US and
Canada may call toll-free 1-866-GSK-ETHICS (1-866-475-3844) during normal
business hours (ET). Callers outside the US should contact the Confidential Reporting
Line for their country. The UK number is 0808 100 5689 access code 47500. Other
country numbers are available on the Corporate Ethics & Compliance Community of
myGSK.
Non-retaliation
GSK recognises that employees may be reluctant to report concerns for fear of
retaliation and considers the link to Corporate Ethics and Compliance as a valuable
communication channel for employees. GSK will take disciplinary action against any
employee who threatens or engages in retaliation, retribution, or harassment of any
person who has reported or is considering reporting a concern in good faith.
GSK's Code of Conduct
GSK's Code of Conduct is the foundation for all the company policies. It sets out the
fundamental principles that the company values and that employees should apply in
their daily work. Supporting the Code of Conduct policy is a range of corporate
policies providing specific guidance in areas such as competition law, marketing
practices, non-discrimination, share dealing, and conflicts of interest. GSK's employee
guide to business conduct highlights the Code of Conduct, core compliance policies
and provides guidance to employees. It is the responsibility of each employee to
implement the code and follow the employee guide to sustain the trust and confidence
of all GSK stakeholders.

152. Caterpillar
Caterpillar’s Worldwide Code of Conduct1 LIVING BY THE CODE
INTEGRITY REPORTING RIGHTS AND RESPONSIBILITIES

WE AVOID AND MANAGE CONFLICTS AND POTENTIAL CONFLICTS OF Each of us who becomes aware of a circumstance or action that violates, or appears
INTEREST to violate, the Code of Conduct, enterprise policy or applicable law, should contact his
We must not engage in activities that create, or even appear to create, conflict or her supervisor or local management as soon as possible. Each of us has a further
between our personal interests and the interests of the company. These situations personal right and responsibility to report any circumstance or action that violates, or
arise where a personal interest or family or other relationship makes it difficult for an appears to violate, the Code of Conduct, enterprise policy or applicable law. We must
individual to represent the company fully and fairly. Conflicts of interest can arise in use these reporting rights responsibly and must report issues only where we
any part of Caterpillar’s operations. The most serious conflicts of interest usually arise reasonably believe there has been a violation, and not where the report is intended to
where an employee or former employee has authority to spend the company’s money, be harassing, is based on personal opinion only, or is otherwise trivial.
has authority to hire or engage a person outside the company, or has information that You can raise a question or concern, or make such a report, to your supervisor, local
could be valuable to a person outside the company. A conflict of interest or the business unit management, or the Office of Business Practices.
appearance of a conflict of interest very often arises where an employee is offered a
gift, favor, or entertainment. While some of this activity is part of a normal business NO RETALIATION POLICY
relationship, we do not accept gifts, favors, or entertainment that have a value greater Caterpillar will not take any action against you as a result of raising an ethical issue in
than we could reasonably reciprocate or that obligate or appear to obligate us to act in good faith. Also, Caterpillar does not tolerate any reprisal by any individual against an
any way contrary to the law, Caterpillar business interests or Caterpillar’s ethical employee for raising a concern or making a report in good faith.
business practices.
If you are not able to get an answer to a question, or resolve an issue, under the Code
WE REFUSE TO MAKE IMPROPER PAYMENTS of Conduct by working with your supervisor or local management, you can contact the
In dealing with public officials, other corporations, and private citizens, we firmly Office of Business Practices:
adhere to ethical business practices. We will not seek to influence others, either • Direct Telephone: +1-309-494-4393 (English only)
directly or indirectly, by paying bribes or kickbacks, or by any other measure that is
unethical or that will tarnish our reputation for honesty and integrity. Even the • Toll-free Helpline: Caterpillar maintains toll-free Helpline numbers in various
appearance of such conduct must be avoided. countries. Inside Canada, the United States and the U.S. Virgin Islands the
number is 1-800-300-7898. Toll-free numbers currently in effect for other
countries are posted on the Caterpillar Intranet at https://codeofconduct.cat.com,
and language translation is available for those numbers.
• Call Collect Helpline: +1-770-582-5275 (language translation available)
• Confidential Fax: +1-309-494-4818
1 Source: http://www.cat.com/cda/files/853384/7/2005_code_body_EnglishFull.pdf

• Internet E-Mail: BusinessPractices@cat.com
You can request a copy of the Office of Business Practices Data Privacy Statement
using any of the methods listed above.

153. Veolia Environnement
Ethics, Commitment and Responsibility1 Veolia Environnement, in particular by advising customers as to how they may
comply with applicable regulatory requirements.
HONESTY AND INTEGRITY
• Maintaining the confidentiality of exchanges: Veolia Environnement employees
may become aware of confidential information relating to Veolia Environnement
Within Veolia Environnement or its business partners. This information may relate to technical studies, projects
Honesty and integrity are built upon a strong feeling of loyalty among Veolia or processes, industrial data, sales or financial plans, as well as items likely to
Environnement, its employees and its customers. For each employee, it implies clear concern either Veolia Environnement’s or its customers’ assets and know-how.
and transparent handling of information. It also assumes compliance with Each employee must take all precautions necessary to ensure that this
confidentiality requirements regarding the use of personal data or of sensitive data of information is divulged neither to unauthorised third parties nor to other
companies within the Veolia Environnement group, as well as the proper use of files. employees not entitled to such information.
As such, employees must comply with the Code of Conduct that relates to trading in • Avoiding conflicts of interest: Employees of Veolia Environnement must be
the shares of Veolia Environnement (Appendix 1). constantly mindful of their duty to defend Veolia Environnement's legitimate
interests. Veolia Environnement employees, whether they hold elected offices as
Acting with honesty and integrity also means refraining from making any complaints citizens or whether they are involved in public initiatives, and who are confronted
against another employee with wilful disregard of the truth. Nevertheless, an with situations where either their personal interest or the interests of those they
employee who in good faith believes that a breach of our Code of Ethics has occurred represent in any way whatsoever create a conflict of interest with regard to those
has free access, on a confidential basis without fear of retaliation, to the Ethics of Veolia Environnement, are obliged to declare the risk of conflict of interest to
Committee. The Ethics Committee is empowered to investigate alleged Code of Ethics management. Moreover, all employees must inform management prior to
violations, as well as to provide its opinion on any issue relating to Veolia exercising an external professional activity and must declare, as required, any
Environnement's core values and guiding principles (Appendix 2). interests acquired, directly or indirectly, in any enterprise with which Veolia
With regard to all stakeholders Environnement maintains business relations or with which it competes.
In this context, acting with honesty and integrity involves representing Veolia • Protecting the quality of Veolia Environnement’s image which, in the same way
Environnement in a faithful and effective manner vis-à-vis both its customers and all as its business activities, helps determine its credibility and continued prosperity.
with whom it has a relationship. Hence, employees must abstain from any act that may damage the reputation of
Veolia Environnement.
In general, this means:
• Respecting all Veolia Environnement’s contractual commitments as well as all
applicable laws or regulations, particularly those relating to fair competition, In supplier and service provider relationships
corruption and political contributions. In this type of relationship, honesty and integrity require that employees take the
• Ensuring regulatory compliance of all installations and activities entrusted to following precautions:
1 Source: http://www.veoliaenvironnement.com/media/ethics-programme_en.pdf

• Selecting suppliers based on their performance and in relation to objective State the Problem Clearly
criteria ,while taking into account the principles contained in the Veolia
Lay out, as factually as possible, the information you have concerning :
Environnement Purchasing Charter (Appendix 3) in terms of ethics, vigilance and
responsibility (e.g. prohibition of forced labour or child labour). • The situation and context;
• Ensuring that outside providers behave ethically: inherent in Veolia • Company organization and procedures, the managers/supervisors with the
Environnement’s business activities is the recourse to outside providers, including authority to make a decision;
intermediaries (with power to represent or not), negotiators, advisors and
• The issue or emergency at stake for the company and other principals. In
consultants. These providers must always be compensated in relation to the
addition, try to identify the facts you don’t have. If possible, try to supplement your
services stipulated in their contract. Veolia Environnement employees must
information using objective sources. Carefully re-read the program (active link)
implement all measures necessary to ensure effective coherence between the
and the internal rules, procedures and policies, if any, that might apply to the
stipulated service and the agreed upon compensation. In particular, Veolia
topic. Try to identify the applicable rules and to phrase your question precisely.
Environnement has adopted and distributed clear procedures to ensure that
agreed upon services conform to reality and that such services are being legally
provided.
Who to Contact
• Refusing to offer or receive any direct or indirect personal reward, service or
The first people to talk to are your immediate supervisors. If the issue remains
financial benefit. Employees may only offer gratuities or gifts in accordance with
unresolved, you may contact the legal, human resources or financial departments of
Veolia Environnement’ s practice in this area. In the event of doubt, they must
the company you work for. If none of above options resolve the matter, or if there is a
consult with management. Moreover, they must not use Veolia Environnement
serious reason for keeping your question confidential, you may submit it to the nearest
property or information for their own purposes, nor use their position within the
ethics correspondent or to the Ethics Committee. You will be asked to tell them what
company for personal benefit or gain. In their professional capacity, they must not
you have done thus far.
accept gifts or invitations other than in accordance with Veolia Environnement’s
practice. Naturally, you always have the option of consulting employee representative
organizations, if the question falls within their scope of responsibility.
Referring the Matter to the Ethics Committee
The Ethics Committee’s internal rules state that any Veolia Environnement employee
About Veolia – Corporate Governance1 having problems implementing the program that are not resolved by his or her
Ethics Committee Referrals managers may apply in good faith to the Ethics Committee.
Have you run into a problem which, in your opinion, could compromise the “Ethics, You can refer a question to the committee either by mail or phone message directed
Belief and Responsibility” program? to one of its members. You can also do so directly and securely using this link:
ethique.ve@veolia.com.
1 Source: http://www.veoliaenvironnement.com/en/group/governance/ethics/referrals.aspx

You must identify yourself to your contact and provide a reliable means of getting in
touch with you. Your contact will keep your identity confidential unless you expressly
authorize its disclosure.
Handling of Requests
The committee will not follow up on referrals that remain anonymous after an initial,
possibly anonymous contact.
To handle identified requests, the committee will work as closely as necessary with
the various company departments, including auditing, legal affairs and human
resources, with management and with outside experts. It will provide feedback to the
requestor concerning its follow-up, within a period of time to be determined on a case-
by-case basis depending on the type of problem.
An employee reporting in good faith a possible failure to implement the “Ethics, Belief
and Responsibility” program must be protected from potential reprisals as a result of
his or her action. The Ethics Committee shall be attentive to this issue and shall
forward the appropriate recommendations to the company’ s management.

155. Bayer
SUSTAINABLE DEVELOPMENT REPORT 20071 additional revenues can justify illegal or unethical business practices.” Those were the
words of Group Management Board Chairman Werner Wenning when Bayer’s Group-
Our sustainability management wide communications campaign on compliance issues was launched in August 2007.
Bayer managers the world over were provided with specially developed training
Further milestones in 2007 materials in German, English and Spanish and called upon to raise their employees’
awareness of the need for compliant behavior. Since the campaign began, Bayer has
A major focus of both the public discourse and Bayer’s efforts in 2007 were the already given almost 70,000 of its employees training on compliance-related issues,
themes of climate protection, anti-corruption and human rights. In November 2007, we particularly in the area of corruption prevention.
presented our Group-wide “Bayer Climate Program” (see page 28 f.) – an ambitious
package of measures that we plan to implement by 2020. To draw heightened Varied training programs
attention to the topic of anti-corruption within the Bayer Group and underscore our In addition, the subgroups and service companies conduct their own compliance
commitment to stringent rules of conduct and compliance, we declared 2007 “Bayer training, addressing regional and industry-specific topics as well as issues of
Year of Anti-Corruption.” significance to the entire Bayer Group. “When deciding on the focus of our training
About 70,000 employees took part in anti-corruption training courses that we offered measures, we follow a risk concept that is partly based on the Corruption Perceptions
at all sites. A further milestone was the implementation of our “Human Rights Index of Transparency International, and we actively involve the local Compliance
Position,” which we published in May 2007 (see also page 70 f.). Officers in planning,” notes Hartwig.
Sustainable procurement management Starting in 2008, Bayer plans to work with an outside provider on adding more web-
based learning opportunities to its training repertoire.
Bayer actively upholds its commitment to environmental protection, human rights, fair
working conditions and the fight against corruption worldwide in its purchasing Local compliance hotlines
activities too. Through the establishment of a sustainable procurement management In 2007 Bayer also began expanding its existing system of local compliance hotlines.
system, Bayer aims to exert influence as a purchaser responsibly and to avert Today, hotlines are already available to a large proportion of Bayer employees to
sustainability risks. enable them to anonymously report any suspected violations to an independent unit
Global commitment to compliance and preventing corruption and seek counsel in their native language. In the future, the contact information of
local Compliance Officers and personnel will be available to all employees via the
Bayer will not tolerate any violations of the law. A comprehensi ve corporate intranet. By using the hotlines to solicit information and counsel as well as report
compliance system is in place requiring all employees of Group companies to act suspected violations, Bayer employees are demonstrating their increasing awareness
responsibly and fully observe applicable law. Legal compliance is taken very seriously, of compliance issues.
as is demonstrated by Bayer’s numerous activities in this area and the global anti-
corruption campaign launched in 2007. Responsible competitive conduct
Group-wide campaign Our economic and social responsibility includes making sure that our strict corporate
“Bayer will not entertain any business deals that involve bribery. No amount of
1Source: http://www.sustainability2007.bayer.com/en/Sustainable-Development-Report-2007.pdfx

compliance code is observed throughout the Bayer Group. Our “Program for Legal Corporate Compliance Policy1
Compliance and Corporate Responsibility at Bayer” bans corruption and anti-
competitive conduct. It also prescribes compliance with anti-discrimination regulations Introduction
and the protection of intellectual property and sets out rules o n product safety,
occupational safety and environmental protection. To ensure that the program is Why be concerned about corporate compliance?
applied consistently, an efficient compliance structure has been put in place worldwide
in recent years. We use suitable means to communicate our policy of “zero tolerance” Bayer is esteemed as a company with distinct strengths. While this reputation is the
of non-compliance to our employees and provide additional information on specific product of many years’ work, the careless, improper actions of just one employee can
issues. During 2007, which we declared “Anti-Corruption Year,” we initiated a global damage our image in the blink of an eye. We must prevent this. To do so requires that
communication campaign on corporate compliance with a clear focu s on avoiding all employees be guided in their activities by reasoned principles, particularly those set
corruption (see Focus Issue Corporate Compliance on page 44 ff.). forth in this Corporate Compliance Policy. Remember that the way each employee
conducts the company’s business can affect Bayer’s public image.
Violations will not be tolerated
The Corporate Compliance Policy serves as the basis for this. It does not, however,
The message of Bayer’s compliance program is clear: zero tolerance for violations. cover all conceivable situations or describe all of the particular rules that must be
Should violations be suspected despite the measures taken to ensure compliance, followed. Furthermore, the law in some countries may prescribe stricter standards
there are a number of possible ways to report them. than those set forth here, in which case the stricter standards govern.
The consequences for violators range from a reprimand to immediate termination, Unlawful and unethical behavior can have far-reaching consequences for the
depending on the severity of the case. Any proven compliance violations will affect company, including:
managerial staff’s performance reviews. Hartwig stresses: “Managers who fail to
demonstrate that they took adequate measures to prevent violations will also be • criminal penalties
penalized.” On no account may performance targets be agreed on that conflict with • administrative fines
the compliance program.
• civil and punitive damages
In spite of all these efforts, violations were committed in 2007 by individual Bayer
employees and business partners. In the case of proceedings against a former service • seizure of profits
provider to Bayer and certain Bayer employees, who are under investigation by the • exclusion from contracts
Cologne public prosecutor’s office for bribery, Bayer has already terminated all
contracts with this provider and suspended the business relationship indefinitely. • termination of business relationships
Some of the Bayer employees involved have already been dismissed. “We reserve • attempted extortion
the right to take further action pending the results of the investigation,” Hartwig
comments. In proceedings brought by the European Commission in 2 007 against five • harm to our image
rubber producers, including Bayer, concerning collusion on prices, Bayer turned • negative perceptions by the capital market
state’s evidence and was granted immunity from prosecution for cooperating with
investigators.
1 Source: http://www.bayer.com/en/Corporate-Compliance-english.pdfx

Individual employees who violate the principles of this Corporate Compliance Policy as Bayer’s internal guidelines. If stricter rules and laws exist (for example codes of
also face serious consequences, such as fines or imprisonment, claims for damages, conduct issued by pharmaceutical associations), then the stricter standard must be
sanctions under labor law and possible termination of employment. observed.
Employees who disobey the rules cannot claim to have been acting in Bayer’s Bayer employees are not allowed, under any circumstances, to demand personal
interests, because any compliance violation ultimately harms the company. In view of gifts. Likewise, they may not offer or grant gifts of cash, or gifts equivalent to cash, to
the possible consequences, any advantage somebody purports to have gained in a any public official.
specific situation can never, not even economically, be advantageous to the company
In dealings with business partners, employees must avoid granting or accepting any
as a whole.
gifts in connection with the negotiation, award or performance of a contract, and any
We are committed to integrity in business dealings – no corruption gift granted or accepted must be of a size deemed unobjectionable under the laws
applicable to both the giver and the recipient. In case of doubt, please contact the
respective legal department.
Bayer will not tolerate corruption
Corruption is contrary to fair competition and harms the company’s economic standing How does this policy affect each individual’s daily work routine?
and reputation. In addition, many countries treat corruption as a crime, regardless of
All employees are required to immediately report any violations of the
whether the actual act takes place in their jurisdiction or in another country. Thus,
Corporate Compliance Policy
Bayer employees are strictly prohibited from attempting to unlawfully influence
business partners, whether through favors, gifts or the granting of other advantages, Violations of this Corporate Compliance Policy should be reported to the responsible
anywhere in the world. This rule particularly applies to dealings with individuals acting Compliance Officer or to Corporate Auditing immediately.
on behalf of government agencies or other public institutions.
Employees may also notify their supervisor or the legal department.
Bayer will not entertain any business deals that involve breaking the law or violating
When employees suspect corruption or the intentional mishandling of company
company rules relating to the granting or acceptance of favors, mindful of the fact that
property or finances, for example, embezzlement, fraud, breach of trust or the offering
some business may be lost as a result. No amount of potential additional revenues or
or acceptance of bribes, they should report the matter without delay directly to
earnings can justify illegal business practices. This applies without exception
Corporate Auditing.
throughout the Bayer Group. No employee, regardless of the country in which he or
she works, is entitled to violate the law or company policy. Promptly reporting this kind of information is likely to save the company from suffering
additional, more serious harm or at least mitigate the damage. For this reason
Any gift, even those given indirectly (for example to friends, relatives or associations),
employees should direct this kind of information to the individuals and departments
is considered an advantage. Examples include: cash, invitations to events, airline
mentioned above, because they are most capable of taking the necessary legal steps.
tickets, hotel stays, employment for friends or relatives, special personal favors and
even the provision of expensive food and drink. The company also offers ways of reporting suspected compliance violations
anonymously, for example via a telephone hotline.
The granting or acceptance of gifts must take place in compliance with the law as well

The company will ensure that no employee is in any way disadvantaged because he • to investigate alleged compliance violations and assist in deciding on possible
or she, acting in good faith, reports a possible compliance violation. When the sanctions against the employees involved
reporting employee is himself/herself involved in a violation of this Corporate
• to arrange audits pertaining to
Compliance Policy, the company, in determining any action to be taken against that
employee, will consider whether or not the report and any timely assistance given in a) possible compliance violations
investigating the possible violation helped avert further damage to the company.
b) subject matters identified through risk assessment
How is compliance structured at Bayer? • to introduce any necessary organizational changes as determined in the course
of compliance investigations
The Board of Management of Bayer AG appoints the General Counsel of Bayer
AG as Group Compliance Officer. In this function he reports directly to the • to prepare and issue reports (on individual cases and for the year)
Board of Management.
In addition, Compliance Officers are appointed by the group management companies
Bayer will ensure the ongoing viability of this Corporate Compliance Policy by creating
(Bayer AG, Bayer HealthCare AG, Bayer CropScience AG, Bayer MaterialScience
the necessary framework for its operation and providing the necessary resources.
AG, Bayer Business Services GmbH and Bayer Technology Services GmbH) and
each country organization. The subgroups (Bayer HealthCare, Bayer CropScience The viability and effectiveness of this Corporate Compliance Policy will be regularly
and Bayer MaterialScience) also appoint country-specific Compliance Officers for reviewed. Constant monitoring along with frequent evaluation and reporting are
each of their operating units, who report to the Compliance Officer of the respective designed to ensure its continual improvement. In addition, Corporate Auditing will
group management company. All of the Compliance Officers appointed in a specific carry out a review of the Policy’s effectiveness on behalf of the Group Compliance
country form the local Compliance Community, which is headed by that country’s Committee at regular intervals.
Senior Bayer Representative.
Each Compliance Officer has the following core responsibilities:
• to provide advice
• to assess risk
• to conduct compliance training
• to establish communication channels for reporting suspected compliance
violations

156. Medco Health Solutions
Standards of Business Conduct 1 The best thing you can do when faced with a compliance or ethics concern is to ask
for help and speak to the appropriate people. These include:
How to Use This Guide
• Your manager
Ethical behavior and compliance with laws are critical to Medco’s success. To help
you understand our position and identify areas of specific concern for Medco and our • Your local Human Resources representative
industry, we are providing this resource. It includes a description of Medco’s • The Corporate Compliance and Ethics Office
compliance and ethics program and resources and summaries of Medco’s Code of
Conduct and other key policies requiring honest and ethical behavior when you are • The Medicare Compliance Office
acting on Medco’s behalf. This guide also serves as the basis for Standards of • The Accredo Compliance Office
Business Conduct training, which is required for all directors, officers, employees, and
contingent workers. • A lawyer in the Office of General Counsel
How the Guide Is Organized

We have divided the policy guide’s contents into three chapters of related policies: Medco’s Compliance Offices—including the Corporate Compliance and Ethics Office,
“Our Conduct Standards,” “Our Workplace Standards,” and “Our Information the Medicare Compliance Office, and the Accredo Compliance Office—are available
Standards.” Each chapter contains summarized versions of Medco’s corporate to all employees to help answer questions and address concerns regarding
compliance policies. You can find complete versions of each on the company’s compliance and business ethics conduct.
intranet by visiting HR WorkWays at http://www.hrworkways.com/medcohealth, or the Generally Medicare questions and concerns, including Medicare fraud, waste, and
Compliance website, http://www.home.medco.com/compliance. abuse issues, should be directed to the Medicare Compliance Office. Ethical and
To Whom These Compliance Policies Apply Compliance concerns involving Accredo should be directed to the Accredo
Compliance Office. The Corporate Compliance and Ethics Office is available to all
Dave Snow, Medco’s chairman and chief executive officer, has emphasized that the employees and contractors to help answer questions and address concerns, or to
policies contained within this guidebook apply equally to all Medco employees, as well report a suspected compliance violation.
as to the employees of its affiliates and subsidiaries.
If, for whatever reason, you feel that none of these are appropriate, you can call the
As a Medco employee, it is your responsibility to review and become familiar with Medco Compliance and Ethics Line at 1 877 285-4131. This is a toll-free hotline
these policies, and, if you have any questions, see your manager, your Human available around the clock to any employee who has questions or concerns about
Resources representative, or the company’s Compliance and Ethics Office to have potentially non compliant or unethical conduct. If you call the Ethics Line, you don’t
them answered. have to give your name unless you want to.
How to Report a Compliance or Ethics Concern You can use the following resources to reach any of the Compliance Offices:
Our top priority is to create an environment in which Medco employees can seek • You can send an e-mail to “MedcoComplianceandEthics@medco.com” with any
guidance when they face compliance questions or ethics challenges. compliance or business ethics questions you might have.
1 Source: http://media.corporate-ir.net/media_files/irol/13/131268/corpgov/standards_business_conduct.pdf

• You can speak confidentially to a representative of the Compliance and Ethics • Federal and state anti-kickback statutes prohibiting the provision or receipt of
Office by calling 1 800 880-6403. anything of value to induce the flow of federal health care program business; the
Public Contract Anti-Kickback Act, and similar state statutes
• The Civil Monetary Penalty and similar state statue prohibitions on the provision
Non-retaliation
or receipt of inducements to beneficiaries of Medicare, Medicaid or other health
You should not fear retaliation if you make a report. Medco’s Code of Conduct and care programs in order to influence the utilization or ordering of healthcare
other Human Resources policies prohibit any employee from retaliating or acting services
against anyone for raising or helping resolve a compliance concern.
• The Federal Anti-Referral law, commonly referred to as the Stark Law, and
Code of Conduct similar state laws prohibit self-referrals of certain designated health services
including outpatient prescription drugs and durable medical equipment and
All employees are to complete the e -learning program “Standards of Business
supplies
Conduct” within their first 30 days of employment.
• Federal and state laws prohibiting theft or bribery concerning programs receiving
Penalties for Violations
program funds
Anyone who fails to comply with the Code of Conduct, violates Medco policies, or
• The Health Insurance Portability and Accountability Act (HIPAA), providing
encourages others to violate the Code or other policies shall be subject to disciplinary
mandatory standards for transmission, privacy, and security of electronic health
action up to and including termination of employment. Such discipline also applies for
data
failing to ensure compliance with Medco policies or applicable law, and not
cooperating with an investigation or audit. • Other applicable criminal statutes
No Retaliation • The Code of Federal Regulations and all sub-regulatory guidance produced by
CMS for Medicare Part D, such as manuals, training materials, and guides, in
Medco prohibits any employee from retaliating or acting against anyone for raising or
addition to similar guidance under other programs
helping resolve a compliance concern.
• Applicable provisions of the Food, Drug, and Cosmetics Act
Compliance With Government Program and Other Client Commitments
• Other applicable state laws
Details • Other contractual commitments to our federal, state, or other clients
Medco shall comply with the following statutes to the extent applicable, as well as with
the regulations or other guidance related to these statutes:
Citations to these statutes and discussions of Medco policies and procedures specific
• Federal and state false-claims act statutes prohibiting knowingly or recklessly to compliance with the above commitments can be found at the Compliance home
submitting false claims or reports, encounter data, or bid information under
federal or state health programs

page (note below). Reference the “Medicare D” tab for policies related to Medicare the various State Attorney General Fraud and Abuse Hotlines.
Part D and fraud, waste, and abuse detection.
Medco Health prohibits any employee from retaliating or taking adverse action against
Medco is committed to, and expects and requires of each employee, officer, director, anyone for raising or helping to resolve a compliance concern. A number of federal
or contingent worker compliance with the above commitments and Medco’s policies and state statutes include provisions that under specific circumstances provide
and procedures regarding compliance with these commitments. protections against retaliation for those who raise or help to resolve a violation of
those statutes.
Consequences of Non-compliance; Penalties
Failure to comply with the specific provisions of law, such as Medicare, Medicaid or Gifts, Entertainment, and Business Courtesies
other federal or state program requirements, can result in signi ficant loss of business
through exclusion or debarment of Medco from serving specific programs. It can also Overview
result in potential penalties or even criminal sanctions, which can be imposed on
Medco seeks to address and regulate any direct or indirect participation in activities
individual employees as well as the company. Anyone to whom these policies apply
that could impair or be perceived to impair an individual’s business judgment. This
who fails to comply with them shall be subject to disciplinary action up to and including
policy applies to all Medco employees and is overseen by the company’s controller
termination of employment.
and the Corporate Compliance and Ethics Office.
Such discipline may apply to direct violation of a Medco policy or requesting others to
Policy Summary
violate a Medco policy; failing to demonstrate leadership required to ensure
compliance with Medco policies and applicable law; failure to cooperate with an Medco discourages the provision or receipt of gifts, gratuities, entertainment, financial
investigation or an audit; and retaliating against an employee for raising a compliance consideration of any type, or of items of more than reasonable monetary value ($150
concern. or less) from actual or potential suppliers, vendors, or customers. Further, no
employee may give or receive such a gift more than twice in any calendar year.
Raising Compliance or Ethics Concerns; Retaliation Prohibited
Providing and receiving gifts or business courtesies:
Concerns about conduct that falls short of compliance standards can be raised
through the management or Compliance resources listed on page 2, including the • Avoiding impropriety: No employee should ever give, offer, or accept, nor
Medco Compliance and Ethics Line (1 877 285-4131), a toll-free hotline available authorize anyone else to give, offer, or accept, anything of value to a customer,
around the clock that includes a mechanism for individuals to make a report and vendor, or other business partner of Medco in order to obtain any improper
engage in follow-up communications anonymously. advantage or if the gift may improperly affect an employee’s judgment.
Medco offers the above resources to report concerns and potential non-compliance • Government officials: Members of the Medco community should under no
with government programs and other client requirements, and Medco is committed to circumstances give or authorize anyone to offer any gift, meal, or other thing of
promptly reviewing any concerns raised to determine whether action need be taken. In value to a government official, except under specific circumstances outlined in the
addition to Medco’s internal reporting mechanisms, additional resources include the policy or permitted by law.
Health and Human Services/ Office of Inspector General Fraud and Abuse Hotline
• Business-appropriate gifts or courtesies: Gifts and business courtesies offered or
and
made shall only be permitted if they are business-

appropriate (i.e., those that a reasonable person would expect in a business

setting). Invitations from current or potential business associates to social events
may be accepted if the cost is reasonable and does not include travel or lodging.
Entertainment reimbursement:
• All business meals and entertainment must have a clear business purpose.
• When entertaining a client, an appropriate limit must be placed on the number of
Medco employees who attend.
• If more than one employee is present at a meal or entertainment function, the
highest-ranking employee must pay the bill and seek appropriate reimbursement.
• An employee who wishes to participate in any activity that may involve the
attendance of family members must seek advance permission from his or her
senior vice president.
Exceptions :
• This policy’s monetary limits may be exceeded under limited circumstances.
Please view the complete policy for details.
Internal gifts:
• Medco discourages internal gifts, which are those exchanged between individual
employees or between business areas in which reimbursement is sought from the
company.
• Recognition programs, such as the Award for Excellence, can accomplish the
objectives of internal gifts.

157. Supervalu
Code of Ethics 1 • If an employee is not comfortable reporting the matter to his or her immediate
supervisor or believes such person has not handled it properly, the employee
Fair Dealing should contact the Human Resources Department or a higher level of
The Company is committed to promoting the values of honesty, integrity and fairness management within the organization.
in the conduct of its business. Employees, officers and directors are expected to deal • If an employee is not comfortable with either approach or wishes to report the
honestly and fairly with the Company's customers, suppliers, business partners, matter confidentially and/or remain anonymous, the employee may call the
employees, and competitors. Company’s Corporate Compliance Hotline at: 1 (800) 241-5689.
Employees, officers and directors should not: • Directors and officers are expected to report, in person or in writing, any known or
• Make false or misleading statements to customers, suppliers or other third suspected violations of laws, governmental regulations or this Code, to the
parties; Corporate Compliance Officer, or the Audit Committee or Director Affairs
Committee of the Board of Directors.
• Make false or misleading statements about competitors;
• Solicit or accept from any person that does business with the Company, or offer
or extend to any such person, cash of any amount; or gifts, gratuities, meals or Reports by employees, officers, directors or third parties concerning material
entertainment that could influence or reasonably give the appearance of accounting, internal accounting control or auditing matters will be reported to the Audit
influencing the Company's business relationship with that person; or Committee of the Company’s Board of Directors.
• Otherwise take unfair advantage of the Company's customers or suppliers, or The Corporate Compliance Officer, the Company’s Legal Department, or if
other third parties, through manipulation, concealment, abuse of privileged appropriate, the Audit Committee or the Director Affairs Committee of the Board of
information or any other unfair dealing practice. Directors, shall take all action it considers appropriate to investigate any violations
reported. If a violation has occurred, the Company will take such disciplinary or
preventive action as it deems appropriate; provided however, that with respect to any
Reporting Violations matter that involves a director, the Director Affairs Committee shall be responsible for
taking such action, and with respect to any matter involving a material internal
Violations of this Code may cause harm to the Company, its employees, shareholders accounting control or auditing issue, the Audit Committee shall be responsible for
and others, and may damage its reputation. For these reasons, actual or suspected taking such action.
violations should be reported and it is the responsibility of every employee, officer and
director to report such matters. It is against the Company’s policy for anyone to be subjected to retaliation for
reporting to the Company or any legal or regulatory authority, a suspected violation of
• Generally, in the case of employees, violations should first be reported to an this Code or any law or regulation.
employee’s immediate supervisor. This may encourage the resolution of any
problems within the appropriate work unit and provide valuable insights or
perspectives on the matter reported.
1Source: http://media.corporate-ir.net/media_files/irol/93/93272/corpgov/code-of-ethics.pdf

158. Archer Daniels Midland
Business Code of Conduct and Ethics1 cases employees have selected appropriate employee representatives (i.e. labor
unions and works councils), which may also act as a resource to those represented
ADM and Its People employees. These are the recommended channels to use when in doubt regarding the
best possible course of action in a particular situation, or to simply get advice. ADM
Gifts and Entertainment supervisors, managers and human resource professionals who receive inquiries or
information related to this Business Code of Conduct and Ethics or the standards
Gifts and entertainment are often used to strengthen business relationships. No gift, explained in it are expected to ensure the inquiries or information is properly handled.
favor or entertainment shall be accepted or provided if it will obligate or appear to Another resource is ADM’s Office of Compliance and Ethics. This group exists as a
obligate the recipient. Gifts or entertainment may be accepted or provided if they are corporate-level resource in the areas of ADM policy, regulatory requirements and
reasonable complements to the business relationships, are not in excess of generally governmental laws. There are a number of ways to access this department. They are
accepted local business practices, are of modest value and viola te neither local law listed on the back of this document.
nor the policy of the recipient’s company. Requesting or soliciting personal gifts,
favors, entertainment or services is unacceptable. No ADM Representative shall use Credible information given to ADM indicating a possible violation of the standards
Company positions to obtain personal benefits or special consideration for contained in this Business Code of Conduct and Ethics shall be investigated. ADM
themselves, their families or anyone else. Subcontractors and suppliers will be Representatives must cooperate in any internal investigation of such matters.
selected on the basis of objective, business -related criteria, such as quality, technical Information developed during an investigation of alleged misconduct shall be handled
excellence, cost and service. in a confidential manner, being disclosed only to persons with a need to know or as
otherwise required by law.
ADM and Its Governmental Authorities
If an ADM Representative wishes to remain anonymous when providing information
relating to the Company’s business conduct, that person should use The ADM Way
Corruption Helpline, a free telephone service, or write directly, without individual identification, to
ADM respects the rule of law and the fair, objective application of law and government the Office of Compliance and Ethics at the address shown on the back of this
policy to individual persons and entities. Any person acting on behalf of ADM must not document. The ADM Way Helpline has operators who speak nearly all languages and
directly or indirectly offer, promise to pay or authorize the payment of money or is available 24 hours a day, seven days a week to those in countries that have
anything of value to government officials, political parties or candidates for public available access codes.
office for the purpose of influencing the acts or decisions of those persons or entities. Access codes for relevant regions are listed on the back of this document. Those
Resources calling The ADM Way Helpline should choose not to share their name with the
operator if anonymity is desired. Please be aware that, at times, anonymity may
Education and appropriate channels of communication are foundations for equipping hinder an effective investigation or proper remedial action.
ADM Representatives to make good business decisions and act with integrity.
Therefore, a number of resources have been made available for sh aring questions, ADM Representatives must not retaliate against anyone for providing information, in
comments and concerns about activities or conditions in the workplace. Local ADM good faith, concerning an actual or alleged violation of ADM’s standards or policies or
resources include supervisors, managers and human resource profe ssionals. In some for participating in an investigation.
1 Source: http://www.adm.com/company/Documents/The-ADM-Way-English.pdf

160. Telecom Italia
CODE OF ETHICS OF THE TELECOM ITALIA GROUP 1 Statutory Auditors must be promptly informed of the reports received by the
persons in charge of internal control and the consequent action taken.
COMPLIANCE WITH THE CODE
• Group companies are committed to adopting the procedures, rules and
instructions serving to ensure that the values embodied in the Code are reflected
in the conduct of each company and in that of its employees and collaborators, Governance – Procedures²
with provision made, where appropriate and in accordance with applicable laws
and regulations, for a system of sanctions for violations. Whistle blowing procedure
• Employees, collaborators, consultants and third parties having business relations In observance of article 7 of the Group’s Code of Ethics and Conduct, the “Whistle
with the Group must promptly inform the person in charge of internal control at blowing procedure” – code 2008-00108 – is in force for all companies of Telecom
the company they work for, directly or via their immediate superior, in the manner Italia Group.
laid down in the relevant internal procedures and not using anonymous reports, of
This procedure institutes a process, the management of which is assigned to the
any:
person in charge of the internal control of Telecom Italia, to ensure the reception,
- violation or inducement to violate applicable laws and regulations, this analysis and treatment of reports of problems in the internal control system, corporate
Code or internal procedures; information, fraud or other issues (for example, breaches of the Code of Ethics and
Conduct, bullying, theft, security), submitted in any form (in hardcopy, electronically,
- irregularity or negligence in keeping accounting records, preserving the
by fax etc.) by employees (including Top Management), associates, consultants, or
related documentation or fulfilling obligations with regard to financial or
labour providers, as well as third parties in business relations with the Group.
internal management reports;
Every report will be analysed. The results of the preliminary investigation carried out
- requests for clarification regarding the assessment of the correctness of
on reported cases are brought to the attention of the company’s Top Management,
their own or others’ conduct and any shortcomings in the Code or
designated controlling bodies, and other corporate functions who may be concerned
proposals for amendments or additions.
from time to time, guaranteeing total protection of the persons who have made the
• The person in charge of internal control must verify any such reports to establish reports.
the facts and take appropriate action, including proposals to punish the culprits
where this is provided for and in accordance with the procedures laid down in
applicable laws and regulations, collective bargaining agreements or contracts.
• Persons who make a report in good faith must not suffer any adverse
consequences. Their names must be kept confidential in accordance with the
relevant internal procedures, except as provided for by law.
• The Committee for Internal Control and Corporate Governance and the Board of
1 Source: http://www.telecomitalia.it/TIPortale/docs/investor/Code_of_Ethics_Feb09.pdf
²Source: http://www.telecomitalia.com/cgi-bin/tiportale/TIPortale/ep/browse.do?tabId=4&pageTypeId=- 12695&LANG=EN&channelId=-14161&channelPage=/ep/channel/default.jsp

161. Fannie Mae
OUR CODE OF CONDUCT 1 CODE BREAKERS

• Using my Fannie Mae position for personal gain or to further personal business
I Avoid Conflicts of Interest
activities
KNOW OUR CODE • Using Fannie Mae property or information for my personal benefit or the benefit of
a relative or associate
• I understand that there may be outside activities and/or financial interests about
which I am obligated to inform Fannie Mae and for which restrictions may arise, • Conducting non-Fannie Mae work during work hours
such as: • Offering, promising, paying, or giving anything of value — directly or indirectly —
- owning a financial interest in a company that does business, seeks to do either to a government employee or official, or to a foreign official, foreign political
business, or competes with Fannie Mae, especially if I’m in a position to party, party official, candidate, or their staff in a manner inconsistent with
make, control, or influence a decision with respect to Fannie Mae’s applicable law or policy
business with that company; • Offering, giving, soliciting, or accepting any inappropriate gifts, entertainment,
- serving on a board of directors or similar body; or bribes, inducements, or kickbacks (which also may be a criminal act)
- engaging in employment outside Fannie Mae, especially with any • Giving one Fannie Mae vendor an unfair advantage or preferential treatment over
competitor of Fannie Mae or any company that does business or seeks other vendors
to do business with Fannie Mae.
I Follow Our Code and Policies

• I recognize that similar restrictions and obligations may arise as a result of the
activities and financial interests of my relatives and associates. For this reason, I KNOW OUR CODE
review and follow the Conflict of Interest Policy and Conflict of Interest Procedure
in order to address a conflict or the appearance of a conflict. • I recognize that compliance and ethics are shared responsibilities at Fannie Mae.
• I am aware of the restrictions and my obligation to inform Fannie Mae regarding • I follow our Code and our policies. I recognize that our company policies are
the employment of my relatives by Fannie Mae. maintained in the Corporate Policies and Procedures Repository (CoPPeR). I am
aware that these policies are updated periodically and that I am responsible for
• I understand that there are restrictions regarding giving or accepting gifts, understanding changes to policies that apply to my job responsibilities.
entertainment, or other items of value in the course of my employment with
Fannie Mae. I review the Entertainment and Gifts Policy and Procedure for • I maintain all other critical records in a Fannie Mae official records management
specific guidance and ask questions as needed. I understand that stricter rules repository (e.g., Documentum), and maintain all other records in accordance with
apply when dealing with government employees. the Records Management Policy.
1Source: http://www.fanniemae.com/aboutfm/pdf/codeofconduct.pdf

• I understand that if I violate our Code or a policy, I can be subject to disciplinary • I exercise good judgment and common sense when raising a compliance and
action up to and including termination of employment. In addition, I understand ethics concern. I raise my concern to an appropriate level and organization within
that some violations may result in referral for civil or criminal prosecution. Fannie Mae, depending on the nature of the concern. I refer to Fannie Mae’s
policies as needed.
• I acknowledge that compliance with our Code and policies is a condition of my
employment. I also recognize that the Code does not alter my at-will employment • I ask for guidance and keep asking until I get an answer.
relationship with Fannie Mae or expand my legal rights or the legal obligations of
Fannie Mae.
CODE BREAKERS
• Failing to raise a suspected or known violation of our Code (including a violation
CODE BREAKERS
of policy, law or regulation) in an appropriate manner
• Violating our Code
• Retaliating against an employee because of a question that he or she asks or a
report that he or she makes under our Code or related policies
I Raise Compliance and Ethics Concerns • Failing to cooperate with or interfering with an investigation of wrongdoing or
potential wrongdoing
KNOW OUR CODE • Knowingly and falsely accusing another employee of wrongdoing
• If I have a question about compliance and ethics, am unsure about my obligations
or those of others, or suspect or know that wrongdoing (including a violation of
our Code) has occurred or will occur, I raise my question or concern with:
- my manager;
- any other appropriate member of management, including an officer;
- my Human Resources Business Partner; or
- Compliance & Ethics via Fannie Mae Ethics by phone at 1-888-FM-
ETHICS (1-888-363-8442), by e-mail at fm_ethics@fanniemae.com, or
via the FM Ethics Webline at www.fanniemae.com/fmethics.
• I understand that I may contact FM Ethics confidentially and anonymously by
phone, e-mail, or Webline.
I understand that FM Ethics will make every effort to protect my identity if I have
requested that they do so.

162. Freddie Mac
Code of Conduct for Employees 1 Where to Get Help
Our Responsibilities The Compliance & Ethics Helpline (877-301 -CODE)

You can use the Compliance & Ethics Helpline either to report potential wrongdoing or
Our Responsibilities as Employees
to ask questions about the Code of Conduct.
As Freddie Mac employees, we are in the best position to enhance the Company’s Reporting Potential Wrongdoing
reputation in the community and to make Freddie Mac a better place to work. Each of
us is required to review and follow the Code, as well as Freddie Mac’ s policies and The Helpline provides an avenue for anyone to report allegations of wrongdoing, on
procedures. Corrective action, including dismissal, may be taken against any either an anonymous or confidential basis, 24 hours a day, 365 days a year. Freddie
employee who violates the Code or participates in any violation of the Code. Mac uses a third-party service to help maintain anonymity when requested. When
anonymity is not requested, the identity of callers will be kept confidential to the extent
Each of us is responsible for fostering the integrity of our workplace by helping to reasonably possible and consistent with law and good business practices. All reported
enforce the Code’s provisions. If you become aware of any issue or practice involving matters will be appropriately investigated.
a potential violation of a federal, state, local or foreign law, or Freddie Mac policy or
procedure, including the Code, you are strongly encouraged to report the matter Questions About the Code of Conduct
immediately to your manager, Corporate Compliance, or another appropriate person The Helpline also provides an avenue for Freddie Mac employees and others to raise
(see the “Where to Get Help” section in this Code). We are empowered to take action inquiries or seek guidance regarding the Code and its underlying policies. For
when necessary to help ensure that Freddie Mac’s operations will be undertaken example, is it permissible to accept an invitation to a particular business entertainment
ethically and lawfully. event? When calling the Helpline, callers can choose to be placed directly in contact
Freddie Mac will investigate and resolve any known or suspected violation of with members of the Corporate Compliance Division to ask such questions.
applicable law, the Code or corporate policy in a prompt, fair and impartial manner, in Non-Retaliation Policy
accordance with applicable corporate policies and procedures.
Retaliation will not be tolerated against any individual who, based on his or her
The scope and precise manner in which an investigation is conducted will vary reasonable good faith belief, reports a concern about potential illegal or unethical
depending upon the circumstances of the conduct being investigated. You are conduct or a violation of Freddie Mac policies or procedures. Similarly, it is forbidden
obligated to cooperate fully, promptly and truthfully in any internal investigation. This to retaliate against an employee or vendor who assists or otherwise participates in the
obligation includes, but is not limited to, responding to reques ts for information, resolution of a complaint or in an internal or external investigation or proceeding. At
participating in investigatory interviews, and disclosing all information relating to the the same time, it is unacceptable to knowingly make a false complaint or statement in
subject matter of the complaint. Failure to cooperate fully, promptly and truthfully in an an investigation. Managers have the additional responsibility to ensure that the
investigation or to keep an investigation appropriately confidential may be grounds for employees they supervise diligently comply with these non-retaliation obligations.
discipline, up to and including dismissal.
1 Source: http://www.freddiemac.com/governance/pdf/employee_code_conduct.p df

Avoiding Conflicts of Interest members gifts or entertainment that represent reasonable complements to business
relationships. The value of any gifts should not exceed $100 in aggregate value per
Accepting Gifts, Meals and Entertainment recipient per calendar year. Offers of entertainment should further the business
interests of Freddie Mac, and not be lavish or in excess of generally accepted
In our role as Freddie Mac employees, the acceptance of even a well-intentioned gift business practices. We will not provide gifts or entertainment if doing so could be seen
or offer of entertainment can be misinterpreted as an attempt by the donor to by others as engaging in bribery or other improper influence, as consideration for a
improperly influence our behavior. With this in mind, we may: business favor or as knowingly violating the recipient’s corporate policies.
• Not ask for gifts, entertainment, travel or anything of value; Various laws, regulations and rules limit or prohibit the giving of gifts and
entertainment to, and the receipt of gifts and entertainment by, government
• Not accept cash;
employees and elected officials (including employees of states and municipalities and
• Not accept gifts totaling more than $100 in aggregate value per source per their investment and retirement funds). Penalties for violating these laws, regulations
calendar year; and and rules can be severe.
• Not accept gift cards, gift certificates or other cash equivalents, greater than $25 Freddie Mac expects its employees to comply with laws, regulations and rules
in aggregate value per source per calendar year. governing the provision of gifts to, and the receipt of gifts by, government employees
and elected officials. Freddie Mac employees must also avoid engaging in any
conduct that might resemble giving or receiving a bribe or unlawful inducement.
We generally may accept: Company policies require pre-approval for the provision of gifts and entertainment to
federal and state government officials on behalf of Freddie Mac. Consult corporate
• Business meals and entertainment (i.e., meals and entertainment that have a
policies for more information.
business purpose and at which the donor is present) that are not lavish, too
frequent, or in excess of generally accepted practices; Travel and Lodging Expenses
• Gifts totaling $100 or less in aggregate value per source per calendar year; To avoid the appearance of an obligation or lack of objectivity, Freddie Mac must pay
for our travel and lodging expenses related to conducting Company business. As
• Gift cards, gift certificates or other cash equivalents totaling $25 or less in
explained in more detail in corporate policies, we generally will not accept offers of
aggregate value per source per calendar year; and
either business or personal travel or lodging from people or entities that do business
• Gifts from family or friends that are not offered because of our status as a Freddie with or are attempting to do business with Freddie Mac. Employees can seek
Mac employee. guidance in specific situations by consulting relevant corporate policies or by
contacting the Corporate Compliance Division.
Bribes, Kickbacks and Other Illegal Payments
Providing Gifts and Entertainment
We will never offer or accept bribes, kickbacks or other illegal payments. If we are
We may provide to Freddie Mac customers, other business partners and industry
offered such a payment, we will decline to accept it. We are committed to complying

with U.S. and international anti-corruption laws and standards, including the Foreign
Corrupt Practices Act (FCPA), which prohibits companies (including their agents,
officers and employees), from offering anything of value to foreign government
officials to influence decisions, obtain or retain business or secure any improper
advantage. It is important to note that under the FCPA, employees of foreign
government-owned entities, such as government-owned banks and financial
institutions, are considered government officials.

163. Deutsche Bahn
Texte zum Nachhaltigkeitsbericht 2007 1 Geschäftspartner, die einen Korruptionsverdacht haben, können sich an diese
Ombudsmänner wenden und bleiben dabei anonym. Andere Großunternehmen sind
Unser Unternehmen – Die Deutsche Bahn AG diesem Weg inzwischen gefolgt.
Dabei geht es nicht nur um die eigenen Mitarbeiter, sondern auch um externe Firmen.
Vorbildliche Korruptionsbekämpfung 2003 führte die DB mit der Vergabesperre für korrupte Unternehmen ein sehr striktes
Die DB hat sich international zu einem Vorreiter der Antikorruption entwickelt. Wir Instrument ein: Dabei können Firmen bei dringendem Tatverdacht zwischen vier
bekämpfen Korruption schon an der Quelle – im Interesse der Gesellschaft, die auf Monaten und drei Jahren, in schweren Fällen unter Umständen sieben Jahre von der
unverzerrten Wettbewerb angewiesen ist, aber auch im Interesse unseres eigenen Auftragsvergabe ausgeschlossen werden. Dieses System wurde gemeinsam mit der
Unternehmens. Bauwirtschaft in einem über anderthalb Jahre dauernden Prozess diskutiert und
ausgefeilt.
Als einer der größten Auftraggeber in Deutschland ist der DB-Konzern strukturell
anfällig für Korruption. Im Jahr 2000 hat DB-Konzernchef Hartmut Mehdorn die Die Korruptionsbekämpfung wird im zweijährigem Rhythmus ausführlich in einem
konsequente und professionelle Verfolgung eingeleitet. Heute gilt die Deutsche Bahn eigenen Bericht dargestellt. Der nächste Bericht wird Anfang 2008 veröffentlicht.
unter Experten als Vorreiter – sowohl bei der Korruptionsbekämpfung als auch bei der Im Rahmen der Internationalisierung kommen auf die Deutsche Bahn neue
Prä vention. Dies wurde mehrfach von der internationalen Antikorruptionsorganisation Herausforderungen zu. Mit dem neuen Code of Conduct werden jedoch harmonisierte
„Transparency International“ bestätigt. Grundsätze entwickelt, die künftig für alle Gesellschaften des DB-Konzerns gelten,
Erfolgreiche Korruptionsbekämpfung wendet erhebliche materielle und immaterielle beispielsweise auch die Akquisitionen Schenker und BAX. Diese Grundsä tze werden
Schäden vom Unternehmen ab, denn durch Korruption können neben dem allen Mitarbeitern des Konzerns bekannt gemacht. Weitergehende konzernweite
Imageverlust erhebliche Mehrkosten entstehen, etwa durch mangelhafte Ausführung, Konzepte zur Schulung sind in Entwicklung. Im Juli 2007 wurde die bestehende
ü berzogene Rechnungen, nachsorgende Investitionen oder Verzögerung von Compliance-Organisation mit Wolfgang Schaupensteiner als neuem Chief
Inbetriebnahmen. Compliance Officer verstärkt. Schaupensteiner war seit 1993 Korruptionsbeauftragter
der Staatsanwaltschaft Frankfurt am Main und gilt als einer der erfahrensten
Zwischen 1997 und 1999 hat die Bundesrepublik erhebliche politische Anstrengungen Korruptionsexperten in der Bundesrepublik. Er soll eine noch effektivere
unternommen, um einen rechtlichen Rahmen zu schaffen, in dem Korruption und alle Zusammenarbeit im internationalen Konzern gewährleisten und die Gesellschaften
Formen der Bestechung zur Erlangung von Aufträgen im nationalen und der DB AG vor Sanktionen, Haftungsrisiken und Imageschäden bewahren.
internationalen Geschäftsleben verboten und steuerlich sanktioniert wurden.
Diesen rechtlichen Rahmen halten wir selbstverst ändlich ein, aber unser Unsere Produkte – Nachhaltige Produkte
unternehmerisches Handeln geht dar über hinaus: Für die Korruptionsbekämpfung hat
die Deutsche Bahn einen hochrangigen, unabhängigen Lenkungskreis eingesetzt, der Keine Macht der Korruption
sich als zentrale Stelle im Unternehmen mit korruptem Verhalten repressiv und Korruption verursacht wirtschaftliche Schäden. Weil die Deutsche Bahn Bauleistungen
pr äventiv auseinandersetzt (siehe Abbildung). Als erstes deutsches in Milliardenhöhe einkauft, muss sie sich gegen Missbrauch und Untreue mit klaren
Großunternehmen arbeitet der DB-Konzern mit Ombudsmännern. Mitarbeiter der Regeln schützen.
Bahn oder
1 Source: http://www.deutschebahn.com/site/shared/de/dateianhaenge/berichte/nachhaltigkeitsbericht2007.pdf

Mit ihrem Antikorruptionsmanagement verfügt die DB über ein höchst wirkungsvolles Überlassung von Autos auf Kosten des Auftragnehmers. Die häufig als „kleine
Instrument und macht von der Möglichkeit Gebrauch, korrupte Unternehmen mit einer Aufmerksamkeit“ umschriebene Zuwendung soll, so die Rechtfertigung, dazu
Vergabesperre zu belegen. Im Jahr 2003 hat die Bahn festgelegt, Sperren fü r dienen, den Auftrag im beiderseitigen Interesse leichter abzuwickeln. Dass Autos
betroffene Unternehmen von bis zu drei Jahren zu verhängen. und Elektronikgeräte auch privat genutzt werden, wird stillschweigend
vorausgesetzt.
• Das „Sponsoring“ von Sportvereinen und sonstigen gemeinnützigen
Einrichtungen, in denen der Mitarbeiter oder seine Angehörigen Mitglieder sind.
Compliance-Bericht 2006/20071 • „Kreditvergaben“ von Auftragnehmern an Mitarbeiter. Während jede Bank von
ihren Kunden Sicherheiten für einen Kredit verlangt und in einem
Prävention
Darlehensvertrag die Verzinsung und Rückzahlungsverpflichtung regelt, fehlt es
bei den sogenannten Lieferantendarlehen nicht nur an einer schriftlichen
Schrittweise in die Falle der Erpressbarkeit Vereinbarung, sondern es wird im gegenseitigen Einvernehmen auch auf die
Bei zunehmend komplexen Wirtschaftsprozessen werden nicht nur die Ermittlungen Rückzahlung verzichtet. Der Kredit verwandelt sich so in eine
gegen Korruption immer aufwendiger. Auch die Täter passen sich dieser Komplexität Schmiergeldzahlung.
durch eine subtile Vorgehensweise an. Eine beliebte Methode ist das „Anfüttern“. Den
eigentlichen Korruptionsstraftaten geht nicht selten eine Phase des gegenseitigen
Testens zwischen Zuwendungsgeber und Zuwendungsnehmer voraus. Diese Allen Fällen gemeinsam ist die Argumentation der Empfänger, dass Einladungen und
allmähliche Entwicklung von vertrauensvoller Nähe und Abhängigkeit wird als Zuwendungen des „Sponsors“ rein privater Natur seien. Dementsprechend wird der
Anfüttern bezeichnet. Vorgesetzte auch nicht informiert. Engere persönliche oder auch freundschaftliche
Beziehungen zwischen Geschäftspartnern lassen sich zwar nicht vermeiden. Kritisch
Die vielfältigen Methoden des Anfütterns sind gekennzeichnet durch Intransparenz wird es aber, wenn mit zunehmender Intensität privater Kontakte die in geschäftlichen
und das Verwischen von Grenzen zwischen dienstlichen Beziehungen und Angelegenheiten gebotene Distanz verloren geht. Geschäftspartner in Ämtern oder
Privatsphäre. Unternehmen werden angefüttert, ohne zunächst die Gefahren zu erkennen, während
Zu den Klassikern des Anf ütterns gehören: die Zuwendungsgeber Nähe gezielt aufbauen. Sie forschen Vorlieben und Wünsche,
Schwächen oder finanzielle Nöte aus, um eine korruptive Beziehung herzustellen.
• Eventfinanzierungen wie Weihnachtsfeiern, Besuche auf dem Oktoberfest oder Kleine Aufmerksamkeiten sollen den Eindruck erwecken, ein Geschenk werde ganz
auf Messen, Hubschrauberflüge oder Pferderennen in Monaco als „Dankeschön“ uneigennützig aus einem freundschaftlichen Anliegen heraus gewährt. Dem
und „Anerkennung für die gute Zusammenarbeit“. Nicht selten übernimmt das Begünstigten wird so die Annahme der „Aufmerksamkeit“ leicht gemacht. Damit ist der
einladende Unternehmen auch Reise- und Übernachtungskosten für Grundstein für eine dauerhaft „vertrauensvolle“ Beziehung gelegt.
Begleitpersonen.
Compliance-Fälle im Zeitraum 2006 bis 2007
• Die Ausstattung des Arbeitsplatzes mit moderner Bü rotechnik oder die
• Hinweise insgesamt: 113
1Source: http:// www.deutschebahn.com/site/shared/de/dateianhaenge/berichte/compliance__bericht06__07.pdf

- davon eingegangen über Ombudsleute: 53 anzeigt, ohne sich vorher innerhalb des Unternehmens offenbart zu haben.
- davon eingegangen über die DB AG: 60 Damit steckt der Mitarbeiter in einem Dilemma, aus dem er alleine nicht mehr
herausfindet: Teilt er sich ohne Weiteres dem Staatsanwalt mit, darf sein Arbeitgeber
- Hinweise, die vom Bereich Compliance abgeschlossen wurden: 101
sich darauf berufen, dass die Fortsetzung des Arbeitsverhältnisses mit ihm
• Maßnahmen unzumutbar ist – auch wenn sich der Straftatverdacht bestätigt. Offenbart der
Mitarbeiter sich im Unternehmen, muss er mit Mobbing durch Vorgesetzte und
- arbeits- und disziplinarrechtliche Verfahren: 30
Kollegen und also schließlich ebenfalls mit dem Verlust seines Arbeitsplatzes
- staatsanwaltschaftliche Ermittlungsverfahren: 24 rechnen. Das gilt insbesondere auch für die Fälle, in denen die Hinweisgeber selbst
an Unregelmäßigkeiten beteiligt sind. Und schließlich kommt noch die Angst hinzu,
- Vergabesperren: 18
dass sich Beobachtungen später nicht bestätigen und man als Denunziant dasteht.
Unter dem Eindruck solcher Alternativen besteht die große Gefahr, dass Mitarbeiter
Schutz für Hinweisgeber: die Ombudsleute ihr Wissen über mögliche Straftaten lieber für sich behalten. Straftaten bleiben so
lange Zeit unentdeckt und können großen wirtschaftlichen Schaden anrichten.
In der Strategie der Deutschen Bahn gegen Wirtschaftskriminalität und Korruption
Zugleich etabliert sich eine Unternehmenskultur, in der die Dummen diejenigen sind,
spielen Ombudsleute eine wichtige Rolle. Auf die Verschwiegenheit dieser externen
die nicht mitmachen.
Vertrauensanwälte können sich Hinweisgeber absolut verlassen.
An einer solchen Entwicklung kann kein Unternehmen interessiert sein.
Ein Mitarbeiter, der auf strafrechtlich bedeutsame Sachverhalte aufmerksam machen
möchte und sich mit seinem Wissen unmittelbar an die Staatsanwaltschaft wendet, Anonymität bleibt gewährleistet
ger ät nach der gültigen Rechtsprechung zwangsläufig in das Spannungsfeld zwischen
Die Deutsche Bahn AG setzt deshalb zum Schutz von Hinweisgebern auf das
Korruptionsbekämpfung einerseits und Loyalitätspflicht gegenüber seinem
Ombudsmann-System. Allen Mitarbeitern der DB sowie Lieferanten und
Arbeitgeber andererseits.
Dienstleistern, die Hinweise auf Unregelmäßigkeiten geben wollen, stehen seit dem
Ein Unternehmen kann von seinen Mitarbeiterinnen und Mitarbeitern erwarten, dass Jahr 2000 zwei externe Vertrauensanwälte als unabhängige Ansprechpartner zur
sie sich zunächst an interne Stellen wenden, wenn sie glauben, strafrechtlich Verfügung. Aufgrund ihrer gesetzlichen Schweigepflicht müssen sie die Anonymität
bedeutsames Verhalten von Kollegen oder Vorgesetzten erkannt zu haben. der Hinweisgeber wahren. Die qualitativ
Daf ür gibt es gute Gründe: Solche Straftaten können Indizien für Managementfehler überwiegend hochwertigen Hinweise werden anonym und unmittelbar an den Chief
sein und sind oft mit nicht unerheblichen Schäden verbunden. Es steht daher im Compliance Officer und die Compliance-Abteilung weitergeleitet. Dadurch wird eine
Interesse eines jeden Unternehmens, entsprechende Sachverhalte schnell effektive Aufarbeitung gewährleistet. Am Ende ist es dann die Deutsche Bahn selbst,
aufzuklären und weiteren Schaden abzuwenden. Um die Vertuschung von Straftaten die die Staatsanwaltschaft einschaltet.
geht es dabei gerade nicht. Die Arbeitsgerichte stehen hier deshalb auf der Seite der
Aufbau eines internationalen Hinweisgebersystems
Arbeitgeber. Sie betrachten es als unzumutbar, ein Arbeitverhältnis mit einem
Mitarbeiter fortzusetzen, der Kollegen oder Vorgesetzte bei der Staatsanwaltschaft Mit dem Aufbau eines elektronischen Hinweisgebersystems weitet die Deutsche Bahn

ihr Angebot an Präventionsmaßnahmen aus. Es stellt einen entscheidenden Schritt Sowohl die Organisation eines Unternehmens, als auch die Prozessabläufe müssen
zur Internationalisierung der Compliance- Arbeit dar. Denn in den Kampf gegen die so gestaltet sein, dass die Einhaltung von Gesetzen gewährleistet ist und
Risiken von Korruption und Wirtschaftskriminalität müssen auch die Niederlassungen gegenläufige Tendenzen frühzeitig erkannt werden können. Damit Führungskräfte
und Tochtergesellschaften des Konzerns weltweit eingebunden werden. Dabei dürfen ihrer besonderen Verantwortung nachkommen und ihre Vorbild- und
Zeitunterschiede etwa zu den USA oder Asien keine Rolle spielen. Multiplikatorenfunktion erfüllen können, müssen sie über die einzuhaltenden Gesetze
und Regeln unterrichtet werden.
Die Anmeldung zum internationalen Hinweisgebersystem erfolgt im Internet über
www.bahn.de und intern über das DB-net. Damit können sowohl Lieferanten, Ein Schwerpunkt der Schulungen wird auf den haftungsrechtlichen Konsequenzen
Geschäftspartner oder Kunden als auch Mitarbeiter der DB weltweit und rund um die liegen, die für die Führungskräfte selbst, aber auch für ihre Mitarbeiter und das
Uhr vertrauliche Angaben zu Korruption und Wirtschaftskriminalität machen. In einem Unternehmen erwachsen, wenn sie sich nicht so verhalten, wie es den Vorgaben der
ersten Schritt soll das System in deutscher und englischer Sprache angeboten Compliance- Regeln entspricht. Ein weiterer Aspekt ist die Darstellung der
werden. Hinweisgeber, deren Meldungen keinen wirtschaftskriminellen Hintergrund Möglichkeiten, wie etwaigen Risiken entgegengewirkt werden kann.
haben, werden an das DB-Lagezentrum verwiesen, das ebenfalls rund um die Uhr mit
deutsch- und englischsprachigen Mitarbeitern besetzt ist.
Das Hinweisgebersystem ist nicht bahnintern, sondern wird auf einem externen
Server in einem Hochsicherheits-Rechenzentrum betrieben. Unberechtigte Zugriffe
sind damit ebenso ausgeschlossen wie die Identifizierung des Hinweisgebers. Nur er
und der Mitarbeiter, der das Hinweisgebersystem im Bereich Compliance bedient,
können die Nachrichten lesen.
Schulungen legen ein solides Fundament
Führungskräfte und Mitarbeiter der DB werden künftig in Compliance-gerechtem
Verhalten geschult. Entsprechende Konzepte erarbeitet der zust ändige Bereich
zusammen mit den Weiterbildungseinrichtungen DB Akademie und DB Training.
Angesichts einer Fülle von Gesetzen, Richtlinien und Bestimmungen wird es das
vorrangige Ziel der Schulungen sein, den rund 237.000 Beschäftigten weltweit
Handlungssicherheit zu geben und ihr Wissen über rechtliche und
unternehmensinterne Regelungen auf ein solides Fundament zu stellen.
Die Schulungen beginnen zunächst mit den Führungskräften. Wie Vorstand und
Aufsichtsrat müssen auch Führungskräfte dafür sorgen, dass „geeignete Maßnahmen
(getroffen werden), ... damit den Fortbestand der Gesellschaft gefährdende
Entwicklungen früh erkannt werden.“ (§ 91 Abs. 2 Aktiengesetz). Das bedeutet:

164. Safeway
2007 CORPORATE SOCIAL RESPONSIBILITY REPORT 1 Our Code of Business Conduct, which is available on the company’s Web site at
www.safeway.com/investor_relations, spells out the rules by which we must abide.
Walking the talk Most of them are based on common sense and decency. We know we will never go
wrong if we simply resolve to settle for nothing less than complete fairness and
BUSINESS ETHICS honesty in all our business dealings.
Safeway has worked hard to earn an excellent reputation for integrity, honesty and fair
play – a reputation we’ve built over 82 years of doing business. If we are to continue
earning the respect and trust of our customers, coworkers and business partners, it’s
imperative that we maintain and always abide by exemplary standa rds of conduct in CODE OF BUSINESS CONDUCT AND ETHICS²
every aspect of our business. Above all, we must act on our beliefs to set a good
example for others to follow. When it comes to business ethics, others judge us not by INTRODUCTION AND BASIC PRINCIPLES
what we know but by what we do.
Seeking Help and Information
At Safeway, we believe integrating our values with our work is good corporate
citizenship and good business. To reinforce our commitment to conducting business If you have any questions about your responsibilities, ask. If you have questions about
with the highest ethical and legal standards, each year we reissue our Code of Safeway policies or the law, ask. Communication is the key to effective compliance
Business Conduct. The code sets forth guidelines to be followed at all levels of the with the guidelines set forth in the Code. We encourage you to contact your supervisor
company by our directors, officers and employees. As part of this process, our people for help first. If your supervisor cannot answer your question or if you do not feel
must affirm that they are aware of no relationships or circumstances that place their comfortable contacting your supervisor, contact the Legal Division. The Company has
personal interests or those of their immediate family in conflict or apparent conflict with established a reporting Hotline that is available 24 hours a day, 7 days a week at 1-
the best interests of Safeway. If there are questions or concerns about possible 800-283-5965. You may remain anonymous and will not be required to reveal your
conflicts, employees must explain them and agree to abide by the company’s ruling. identity in calls to the Hotline, although providing your identity may assist the
Company in addressing your questions or concerns. The Board of Directors has
We also provide mechanisms to report unethical conduct and to foster a culture of
appointed a Chief Governance Officer (the Company’s Senior Vice President and
honesty and accountability. If employees believe a coworker, supervisor or executive
General Counsel), whom you also may contact for questions, concerns and/or
may be violating our standards, they may contact their immediate supervisor or, if
reporting purposes.
necessary, escalate their concerns to senior management. In addition, we maintain a
confidential, toll-free hotline available 24 hours a day, through which employees can Reporting Non-Compliance
report apparent violations anonymously and without fear of reprisal. We have a
Each employee has an obligation to report to management any conduct that he or she
separate toll-free line to report complaints relating to accounting, internal controls,
believes in good faith to be an ethical or legal violation. If you observe any unethical or
auditing matters and other deceptive financial practices directly to the Audit
unlawful conduct, you are expected to report it to your supervisor, the Chief
Committee of our board of directors.
Governance Officer, the Legal Division, or through the reporting Hotline. Your
1 Source: http://media.corporate-ir.net/media_files/irol/64/64607/Corp_Social07.pdf
²Source: http://media.corporate-ir.net/media_files/IROL/64/64607/governance/CodeofConduct_3142005.pdf

information will be handled discreetly and in accordance with the law and Company any of the Policies, your conduct will be guided by the applicable law or collective
procedures. bargaining agreement. You are expected to understand and comply with all laws,
rules and regulations that apply to your job position. If any doubt exists about whether
Policy Against Retaliation
a course of action is lawful or in compliance with this Code or the Policies, you should
The Company prohibits any retaliation, direct or indirect, against an employee who, in seek advice from your supervisor or the Legal Division.
good faith, seeks help or reports known or suspected violations of the Code or related
Policies.
Disciplinary Action and Waivers
It is Company policy that any employee who violates this Code will be subject to
appropriate disciplinary action, up to and including termination of employment. Any
supervisor or manager who directs or approves any such violations, who knows of
such violations and fails to act promptly to correct them, or who retaliates or tolerates
retaliation against any employee who, in good faith, reports a violation, will likewise be
subject to disciplinary action, up to and including termination.
Waivers of this Code for employees may be made only by an executive officer of the
Company. Waivers of the Code for executive officers and directors may be made only
by the Board of Directors, and any such waiver will be disclosed promptly to
stockholders.
COMPLIANCE WITH LAWS AND REGULATIONS
Each employee has an obligation to comply with all laws, rules and regulations
applicable to the Company’s operations. These include laws covering insider trading,
antitrust prohibitions, information privacy, employment discrimination or harassment,
bribery and kickbacks, copyrights, trademarks and trade secrets, illegal political
contributions, offering or receiving gratuities, environmental hazards, occupational
health and safety, false or misleading financial information or misuse of corporate
assets. A general description of some of these laws and regulati ons is included in this
Code. A more detailed discussion is available in the Policies.
If there is a federal, state or local law or a provision in a collective bargaining
agreement applicable to your employment that supersedes a provision of this Code or

166. BT
BT’s Sustainability Report 20081 Performance

Our Ethics Performance Measure (EPM) helps us assess how effectively we are
Responsible Business Practice
implementing our Statement of Business Practice. It has three components:
Implementation of our Statement of Business Practice • Awareness of the Statement
It is critical that our Statement of Business Practice is implemented throughout the • An annual ethics benchmarking study that compares BT with other FTSE 100
business. All BT's lines of business are required to comply with the Statement and companies
each has a designated senior manager responsible for making this happen. This • An assessment of whether BT people behave in line with the Statement. We
section explains how we implement our business principles when expanding our conduct an internal annual survey asking the question “Do BT people behave in
operations and our mechanisms for reporting cases of non-compliance. line with BT’s code of ethics, The Way We Work?”
Compliance systems Our EPM score was 85% this year.
We operate a confidential telephone and email helpline which employees can use to We act against anyone abusing our business principles. During the 2008 financial
get advice or to report suspected ethical breaches of our policies to the Head of Group year, 59 employees were dismissed for unethical behaviour. The following are
Business Practice. The helpline is available 24 hours a day, seven days a week and examples are illustrative:
meets the requirements of the US Sarbanes Oxley Act. During the 2008 financial year
the Company Secretary wrote to all BT employees telling them about the helpline and • A BT employee was dismissed for theft from Payphones
encouraging its use. • A contractor has been removed from the BT contract following arrest on suspicion
CSR in our due diligence process of arson attacks on BT premises
We are expanding our business globally including in countries where there is a higher-
risk of unethical or corrupt practices occurring. We need to assess these risks before Telecommunications Strategic Review – Code of Practice
deciding whether to tender for new business or establish operations in new countries.
In the 2006 financial year, there were significant changes to the way
Our online tool, 'CSR Countries Risk website', gives BT employees information on the telecommunications are regulated in the UK, following a Strategic Review of
risks associated with doing business in over 150 countries around the world. It Telecommunications by the industry regulator, Ofcom.
enables our sales teams to assess the risk of corruption, human rights issues and
other unethical practices through a red, amber or green rating system. It includes an Following this, BT volunteered legally-binding Undertakings to Ofcom, which are
assessment of each country’s performance on human rights issues and any reported designed to focus regulation where it is needed and reduce it elsewhere. Ofcom
human rights abuses. Questions on human rights risks are included in our due accepted these Undertakings.
diligence process used when BT acquires new businesses. ‘It Matters’, our Code of Practice for BT people, sets out the rules employees must
follow to comply with the Undertakings.
Importantly, this Code is part of our statement of business practice, ‘The Way We
1Source: http:// www.btplc.com/Societyandenvironment/Ourapproach/Sustainabilityreport /pdf/2008/FullReport.pdf

Work ’, and is therefore part of BT’s corporate governance framework. The Code • Talk to your line manager or someone close to your business.
explains the rules in the Undertakings for:
• Use the specific helplines such as Security 0800 321999, Procurement and
• access to, and dissemination of, customer confidential information and supply chain +44 (0)1977 592270, HR 0800 731 4747 or +44 (0)1908 358888.
commercial information
• BT is committed to tackling fraud, financial impropriety, abuse or any violation of
• restrictions on influencing commercial policy our business principles. If you have any concerns or you would like advice in
confidence contact Tel: +44 (0)20 7356 2626 or email twww.help@bt.com
• the different parts of BT Wholesale and the disciplinary consequences of non-
compliance .
The Code draws attention to BT’s confidential hotline telephone number and other
ways to report concerns about our compliance with the Undertakings. The Code also
mentions the role of BT’s Equality of Access Board and our commitment to give the
Equality of Access Office reasonable access to any information it needs.
A programme of briefing and training ensures all relevant BT employees are aware of
their responsibilities regarding compliance with the Undertakings.
Our mandatory regulatory compliance training for all employees covers compliance
with the Undertakings and the Code of Practice.
The Way We Work - A statement of business practice 1

Help and confidential advice
If you are in any doubt as to the interpretation of any of these standards:
• Refer to the Q&As in the ‘The Way We Work – Getting it right’ which is available
from your manager or on the Intranet. This also contains details on our approach
to human rights and political donations.
• Refer to local policies and procedures including ISIS documents on Intranet site
http://documents.intra.bt.com/bookstore/
1 Source: http://www.btplc.com/TheWayWeWork/Businesspractice/twww_english.pdf

167. Volvo
Code of Conduct 1
Business Principles
Relations with Business Partners

The Volvo Group’s dealings with its business partners are characterized by fairness.
The Volvo Group shall not offer customers, potential customers, governments,
agencies of governments, or any representatives of such entities, any rewards or
benefits in violation of either applicable laws or reasonable and generally accepted
business practices.
Volvo Group employees must not accept payments, gifts, or other kinds of
reimbursement from a third party that could affect or appear to affect their objectivity in
their business decisions.
Human Rights and Workplace Practices
Responsibility of Managers and Employees

It is the responsibility of Volvo Group managers to communicate and demonstrate the
content as well as the spirit of this document within their organizations, and to
encourage employees to reveal behaviour that may be non-compliant with these
principles. Explicit or implicit approval of questionable actions will not be tolerated.
Reports of violations of this code may be done anonymously and confidentially to the
chairman of the audit committee. Persons reporting violations in good faith will not be
subject to retaliation.
This Code of Conduct will be promptly and consistently enforced. Failure to comply
with its provisions can result in disciplinary action.
This Code of Conduct has been adopted by the Board of Directors of AB Volvo and
can only be amended or waived by the Board. Any amendments or waivers shall be
disclosed.
1 Source: http://www.volvo.com/vce/vebiz2webauthor/sharepoint/docfetch.aspx?docID=59&listID=a560d670-9b7a-40ff-845b-f34973fc7493&area=VolvoCom%20Volvo%20Group

168. Sunoco
CODE OF BUSINESS CONDUCT AND ETHICS1 the Company’s business will be conducted in accordance with a high standard of
honesty and integrity. If a local law conflicts with a policy in this Code, you must
Introduction comply with the law; however, if local custom or policy conflicts with this Code, you
This Code of Business Conduct and Ethics sets forth the basic principles that guide must comply with the Code. Any questions regarding application of the law or the
the business conduct of Sunoco, Inc. Sunoco intends not just to comply with legal appropriateness of a particular course of conduct should be referred to the
requirements but to conduct its business in accordance with a high level of honesty responsible managers, the Legal Department, the Human Resources Department, the
and integrity. Public confidence and the reputation of the Company are valuable General Auditor or other appropriate personnel. Suspected violations of law or policy
business assets that must be earned by ethical conduct in the Company’s interactions should be reported to management, the Legal or Human Resources Department, the
with its vendors, customers, competitors, communities, investors, employees and the General Auditor or the Sunoco Compliance Hotline. Managers must resolve questions
government. Each officer, director and employee is expected to act in good faith and or violations promptly and properly, with the assistance of the Legal, Human
with integrity in the performance of his/her responsibilities on behalf of the Company Resources or General Auditor’s Departments as necessary.
and in compliance with all applicable laws, rules and regulations. Officers, directors The Company holds information and training sessions to promote compliance with
and employees of the Company also have a duty of loyalty to the Company to further laws, rules, regulations and Company policies, which officers, directors and
its aims and goals and to work on behalf of its best interests. This Code of Business employees are expected to attend.
Conduct and Ethics is intended to comply with the provisions of the Sarbanes-Oxley
Act of 2002 and its implementing regulations. Entertainment and Gifts
Officers, directors and employees of the Company must comply with this Code and The purpose of business entertainment and gifts in a commercial setting is to create
Company policies and must conduct themselves in a manner to avoid even the goodwill and sound working relationships, not to gain unfair advantage with customers
appearance of improper behavior. or suppliers. No gift or entertainment should ever be offered, given, provided or
accepted by any Company officer, director or employee or any family member of such
If a local custom or law requires less stringent standards than this Code or Company person, unless it: (1) is not a cash gift; (2) is consistent with customary business
policy, officers, directors and employees still must comply with the Code and practices; (3) is not excessive in value; (4) cannot be construed as a bribe or payoff
Company policy. Those who violate this Code will be subject to disciplinary action, up and (5) does not violate any laws or regulations. An officer, director or employee
to and including termination of employment. Violations and waivers of, and should discuss with his/her supervisor or the Legal Department any gifts or proposed
amendments to, this Code will be disclosed as required by law. If there is a situation gifts or entertainment which he/she is not certain are appropriate. Officers, directors or
which an officer, director or employee believes may violate or lead to a violation of this employees should also consult the Company's separate, more detailed Conflicts of
Code, the guidelines described in Section 17 of this Code should be followed. Interest Policy and their business unit’s Gift and Entertainment Reporting Guidelines.
Compliance with Laws, Rules, Regulations and Ethics Payments to Government Personnel
Obeying the law, both in letter and in spirit, is the foundation on which this Company’s The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or
ethical standards are built. All officers, directors and employees must respect and indirectly, to officials of foreign governments or foreign political candidates in order to
obey the laws of the cities, states and countries in which the Company operates, and obtain or retain business. It is strictly prohibited to make illegal payments to
1Source: http://media.corporate-ir.net/media_files/irol/99/99437/codeofconduct.pdf

government officials of any country. harassment, retaliation, health, environment or safety, or any impropriety by any
officer, director, employee or agent of Sunoco.
In addition, the U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The All issues raised regarding financial or accounting matters will be brought to the
promise, offer or delivery to an official or employee of the U.S. government of a gift, attention of Sunoco’s General Auditor and all significant issues related to financial
favor or other gratuity in violation of these rules would not only violate Company policy matters and this Code will be brought to the attention of the Audit Committee of the
but could also be a criminal offense. State and local governments, as well as foreign Board of Directors.
governments, may have similar rules. The Company’s Legal Department can provide
It is the policy of the Company to provide employees with a working environment that
guidance in this area. Officers, directors and employees should also consult the
is free of retaliation based on an employee’s good faith reporting or disclosing of any
separate, more detailed Prohibited Payments and Political Contributions Policy.
violation of law, this Code or other policy. Reports may be made anonymously.
Reporting Any Illegal or Unethical Behavior and Protection Against Retaliation
Enforcement
The Company is committed to achieving compliance with this Code and all applicable
Those who violate this Code will be subject to disciplinary action, up to and including
securities laws and regulations, accounting standards, accounting controls and audit
practices. Reporting of violations is important to assure that the Company swiftly
detects, investigates, corrects, reports violations and prevents recurrence of
violations. Employees and officers are expected to talk to supervisors, managers or
other appropriate personnel and directors to the Governance Committee of the Board
about observed illegal or unethical behavior and when they are in doubt about the
best course of action to take in a particular situation. Employees are expected to
cooperate in internal investigations of misconduct.
ALTHOUGH VIOLATIONS SHOULD FIRST BE REPORTED DIRECTLY TO
MANAGEMENT, SUNOCO ALSO HAS A TOLL-FREE CONFIDENTIAL HOTLINE
(800 -228-5687) FOR ITS EMPLOYEES TO REPORT ANY VIOLATIONS OF LAW,
THIS CODE OR OTHER COMPANY POLICIES BY COMPANY OFFICERS,
DIRECTORS OR EMPLOYEES. THE HOTLINE IS AVAILABLE 24 HOURS A DAY/7
DAYS A WEEK AND CALLS ARE ANONYMOUS.
The Hotline may be used to report any concerns regarding the Company’s compliance
with any law, this Code or other Company policy, including but not limited to those
concerning financial reporting and disclosures, financial or managerial controls,
accounting, internal accounting controls, or auditing matters (including concerns
regarding questionable accounting or auditing matters), antitrust, discrimination,

170. Lockheed Martin
Code of Ethics and Business Conduct1 • Ask Us: http://ethics.corp.lmco.com/ethics/AskUs/index.cfm
Report Violations of this Code

You have many different channels to report violations or potential violations of this Contacting Your Ethics Officer or the Office of Ethics and Business Conduct
Code, including your manager, human resources, legal, security, internal audit, the
energy, environment, safety and health organizations, and ethics, as appropriate. What can you expect when you contact the Ethics Office?
If you have good reason to believe that a violation of the Code or a contract provision • Your concern will be treated seriously and fairly.
has occurred, or you are asked to violate the Code or a contract provision, don’t
remain silent. Report such violations, or suspected violations; depending on the • You will be treated with dignity and respect.
circumstances, failure to report may itself violate this Code. Remember that no • You need not identify yourself.
unethical or illegal acts can be justified by saying that they benefited the Corporation,
or that they were directed by a higher authority in the organization. • Whether you identify yourself or not, your communication will be kept confidential
to the greatest extent possible.
In addition to reporting violations, you are encouraged to contact the Office of Ethics
and Business Conduct to discuss any ethics question or concern. When faced with an • If your concerns are not resolved at the time you call, you will be informed of the
ethical dilemma, it is always better to obtain guidance before a cting. outcome. If you have reported anonymously, you can call the Ethics Helpline to
learn the outcome of the case.
You may contact the Corporate Office of Ethics and Business Conduct for information
on how to contact your local Ethics Officer, or to report a concern or seek guidance. • Due to privacy considerations, you likely will not be informed of the details of any
The following are some of the confidential ways that you can communicate with the discipline that may result from an investigation into your concerns.
Office of Ethics and Business Conduct. • The Corporation takes its obligations very seriously and will take appropriate
• Call: 800-LM ETHIC action in response to violations of this Code, even if these actions are not always
Domestic or International: 800-563-8442 visible to you.
For the Hearing or Speech Impaired: 800-441-7457
• Write: Office of Ethics and Business Conduct Remember, there is never a penalty for contacting the Ethics Office in good faith.
Lockheed Martin Corporation People in a position of authority cannot stop you; if they try, they are subject to
6801 Rockledge Drive disciplinary action up to and including dismissal.
Bethesda, MD 20817
Lockheed Martin will not tolerate retaliation against employees who raise concerns to
• Fax: 301-897-6442 any source in good faith. For more information, please see “How the Ethics Process
• E-Mail: corporate.ethics@lmco.com Works at Lockheed Martin”, which is available at the following internet link, or which
will be mailed to you upon request:
1 Source: http://www.lockheedmartin.com/data/assets/corporate/documents/ethics/setting-the-standard.pdf

http://www.lockheedmartin.com/aboutus/ethics/ethics_program.html. Do Business Ethically Outside the United States

Strictly Adhere to All Antitrust Laws
Our Value
Setting the Standard Lockheed Martin’s commitment to the highest standards of ethical conduct applies
globally. Bribery, violations of export and import laws, and participating in illegal
If you are involved in any dealings with competitors, you are expected to know that
boycotts erode confidence in the marketplace, undermine democracy, distort
antitrust laws may apply to your activities and to consult with the Ethics Office or the
economic and social development, and hurt everyone who depends on trust and
Legal Department before negotiating with or entering into any arrangement with a
transparency in the transaction of business.
competitor. In addition, you should be aware that any of the following may violate
antitrust laws: Anti-corruption:
• Price fixing; You must strictly comply with the anti-corruption laws that govern our operations in the
countries in which we do business. Such laws include the U.S. Foreign Corrupt
• Boycotting suppliers or customers;
Practices Act (FCPA) and similar laws enacted by other countries, for example, under
• Pricing intended to run a competitor out of business; the Organization of Economic Cooperation and Development (OECD) Convention on
Combating Bribery of Foreign Officials and other international, anti-bribery
• Disparaging, misrepresenting or harassing a competitor;
conventions. Generally, these laws prohibit bribery, directly or indirectly, of foreign
• Bribery, kickbacks, or stealing trade secrets; government officials, political parties or candidates to obtain some improper business
advantage. More specifically, they prohibit you, directly or indirectly, from corruptly
• Entering into agreements or understandings with competitors to divide the market
giving, offering or promising anything of value to foreign officials or foreign political
in which they compete by allocating territories or markets, and/or limiting the
parties, officials or candidates, for the purpose of influencing them to misuse their
production or sale of products or product lines;
official capacity to obtain, keep, or direct business or to gain any improper advantage.
• Conditioning the sale of one product/service on the sale of another unwanted In addition, to prevent concealment of bribery, the FCPA prohibits knowingly falsifying
product/service; and/or a company’s books and records or knowingly circumventing or failing to implement
adequate internal accounting controls.
• Conditioning the sale or purchase of products/services on the requirement that
the seller or purchaser not do business with competitors of the Corporation.
Provide and Accept Appropriate Business Courtesies
Definition of Business Courtesy:

You must avoid engaging in or discussing any of the above activities with competitors,
suppliers, or customers, and must report any instances in which such activities are Lockheed Martin defines the term business courtesy broadly to mean a gift, gratuity,
proposed or discussed to the Ethics Office or the Legal Department. favor, benefit, loan, commission, discount, forbearance, or other intangible or tangible
item having monetary value for which fair market value is not paid by the recipient.

Such courtesies include but are not limited to, cash, honoraria, entertainment and When combined, the value of the business courtesies may not exceed $50.00 in a
recreation (tickets to sporting, recreational or other events, passes, fees, etc.), calendar year. Although it is the responsibility of the government employee to track
services, training, transportation, discounts, promotional items, lodging, meals, drinks, and monitor these thresholds, you must not knowingly provide business courtesies
door prizes, or use of a donor’s time, material, equipment or facilities. exceeding the $20.00 individual or $50.00 annual limit.
1. Offering or Providing Business Courtesies to Government Officials or b) Federal Legislative and Judiciary Branches, and State and Local Government
Representatives: Employees
The rules and regulations that apply to the offering of business courtesies to Employees of the federal Legislative and Judiciary Branches and employees of state
government employees, officials, and representatives of the U.S. and foreign and local government departments or agencies are subject to a wide variety of laws
governments are complex. You must comply strictly with these laws and regulations and regulations.
and you must never offer or accept a business courtesy if doing so violates a law or
With few exceptions, you may not provide business courtesies to Senate or House of
regulation, will cause embarrassment for the Corporation, or will respect negatively on
Representatives members, officers or staffs. Generally, you also may not provide
the Corporation’s reputation.
business courtesies to members of the Judiciary Branch.
The following subsections address the offering or providing of business courtesies in
You may provide business courtesies of reasonable market value to employees of
certain specific situations:
state or local government in support of business activities, provided such practice
A. U.S. Federal, State and Local Governments does not violate any law or regulation or the standards of conduct of the recipient’s
organization.
Employees of U.S. federal, state and local governments are
subject to laws and regulations concerning acceptance of business courtesies from It is your responsibility to know the prohibitions or limitations of the recipient’s
firms and persons with whom the government does business or over whom it has organization before offering any business courtesy.
regulatory authority.
B. Foreign Governments
The U.S. Foreign Corrupt Practices Act (FCPA) and the anti-corruption laws of other
a) Federal Executive Branch Employees
countries in which we do business may restrict the Corporation from offering or giving
You may not offer or give anything of value to federal Executive Branch business courtesies to any foreign official, any foreign political party or official of a
employees, except as follows: foreign political party, or any candidate for foreign political office. The company policy
on Compliance with the FCPA contains a list of Hospitality Rules for Foreign Officials
• Lockheed Martin advertising or promotional items of little intrinsic value (generally
and Hospitality Guidelines that outline those business courtesies that are acceptable
$20.00 or less) such as a coffee mug, calendar, or similar item displaying the
to offer and give in particular countries in which we do business. You should
company logo;
understand that because Lockheed Martin is incorporated in the United States, the
• Modest refreshments such as soft drinks, coffee, and donuts on an occasional FCPA applies to all employees around the world, including employees of wholly
basis in connection with business activities; or owned subsidiaries.
• Business courtesies, other than transportation, having an aggregate value of
$20.00 or less per occasion.

If you seek to offer or give a business courtesy that is not expressly provided for 4. Acceptance of Business Courtesies by Lockheed Martin Employees in Non-
in the Hospitality Guidelines and Hospitality Rules, you must obtain prior approval Procurement Functions
from the Legal Department or the Ethics Office which will consult with the Legal
Although you may not use your position at Lockheed Martin to obtain business
Department.
courtesies, it is permissible to accept unsolicited business courtesies, provided:
2. Offering or Providing Business Courtesies to Non-Government Persons
• The acceptance will promote goodwill and successful business relations;
You may provide business courtesies of reasonable value to non-government persons
• The courtesies are not lavish or extravagant under the circumstances;
in support of business activities, provided:
• The courtesies are not frequent and do not respect a pattern or the appearance
• The practice is not for any improper purpose and does not violate any law or
of a pattern of frequent acceptance of courtesies from the same entities or
regulation or the standards of conduct of the recipient’s organization; and
persons;
• The business courtesy is consistent with marketplace practices, infrequent in
• You would feel comfortable discussing the courtesies with your manager or a
nature, and not lavish or extravagant. While it is difficult to define “lavish or
coworker, or having the courtesies known by the public; and
extravagant” by means of a specific dollar amount, you should make a common
sense determination consistent with reasonable marketplace practices. • The courtesies have a market value of $100.00 or less.
You are prohibited from offering or giving tangible gifts (including tickets to sporting,
recreational, or other events) having a market value of $100.00 or more to a person or
Solicitation of business courtesies is always prohibited. If you have any questions
entity with which the Corporation does or seeks to do business, unless specifically
about the propriety of accepting a business courtesy, contact your supervisor or
approved by your supervisor or manager, and the Ethics Office in advance.
manager, or the Ethics Office for guidance. It is your personal responsibility to ensure
3. Acceptance of Business Courtesies by Lockheed Martin Employees Who that your acceptance of a business courtesy does not create the perception that
Procure Goods or Services favors were granted to secure favorable treatment.
If you buy goods or services for Lockheed Martin or are involved in the procurement Questions and Exceptions
process, you must treat all suppliers uniformly and fairly. In deciding among
If you have any questions about whether an offer or acceptance of a business
competing suppliers, you must objectively and impartially weigh all facts and avoid
courtesy is in compliance with the rules, regulations, and Lockheed Martin policy, you
even the appearance of favoritism.
must obtain guidance in advance from the Ethics Office, which will consult with the
For this reason, you may not accept gifts from suppliers or vendors, except advertising Legal Department as applicable. You may only offer, give or accept a business
or promotional items of nominal value such as a pen, key chain, water bottle, visor, courtesy that is not expressly permitted by this Code or Lockheed Martin policy if you
cup or glass or generally similar items displaying a company’s logo. Established obtain written approval in advance from your supervisor or manager and the Ethics
routines and procedures should be followed in the procurement of all goods and Office, as appropriate.
services.

Properly Engage Consultants, Representatives, and Other Third Parties on the Lockheed Martin Ethics website at:
http://lockheedmartin.com/aboutus/ethics/BusinessConductCompliance.html or
Setting the Standard obtained from your manager or supervisor.
• The Business Conduct Compliance Training URL is:
You must not retain a consultant, representative, or other third party to conduct
http://ethics.corp.lmco.com/ethics/guide.html
business in a manner that is contrary to Lockheed Martin’s policies or procedures or
that would circumvent our values and principles. For example, yo u must not retain • The external Ethics Awareness Training URL is:
consultants, representatives or other third parties for the purpose of paying bribes or http://lockheedmartin.com/aboutus/ethics/training.html
kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third
party without authority, or improperly gaining inside informatio n or influence.
You are responsible for seeking advice from Consultant Services or the Legal
Department prior to engaging an international or domestic consultant. Consultants and
representatives must certify their willingness to comply with this Code, Lockheed
Martin’s policies and procedures, and all applicable laws and regulations.
Participate in Business Conduct Compliance Training and Ethics Awareness
Training
Our Value
Lockheed Martin has developed education and communication programs in many
subject areas to provide employees with job-specific information to raise their level of
awareness and sensitivity to key issues.
Setting the Standard
Lockheed Martin expects all employees, consultants and the Board of Directors to
participate in awareness training. You are required to complete
Ethics Awareness Training annually and compliance training as assigned. Completion
of annual Ethics Awareness Training and Business Conduct Compliance Training is a
condition of your continued employment with Lockheed Martin.
• The current list of Business Conduct Compliance Training courses can be found

172. Bouygues
CORPORATE REPORT AND SUSTAINABLE DEVELOPMENT REPORT 07 1 Group companies can only draw benefit from fair and open competition. Group
employees and companies shall carry out all commercial action and procurements by
ECONOMIC ANDCOMMERCIAL CHALLENGES following the principle of fair competition, and by refraining from anti-competitive
practices or behaviour that could constitute wrongful anti-competitive practices, in
Consideration and transparency particular within the scope of public tenders or contracts concluded with States or local
government. As competition law is complex and subject to change, and as
Putting customer satisfaction surveys into generalised use – and calling in specialised administrative, criminal and civil penalties may be applied, employees shall consult
market research organisations to ensure they are conducted to a professional with the legal departments in the event of a doubt or question.
standard and participants can express themselves freely – was a
Employees must undertake not to offer or grant favours or benefits, whether pecuniary
priority in 2007. Progress was marked: 34% of all projects hande d over were or otherwise, to third parties. In particular, the promising or giving of gifts or free
followed up by customer satisfaction surveys. services are not permitted, unless as a matter of courtesy or customary hospitality, or
unless the gifts are symbolic or minimal. In general, commercial dealings must comply
On matters of ethics, a vast employee awareness campaign was pursued throughout with the legislation applicable to the activity concerned and remain within the limits of
2007, based largely on the Bouygues SA Code of Ethics, which the most reasonable customary practices for the profession or country where they are
was distributed to all the personnel. Training modules were designed to inform implemented.
employees of the rules of conduct in terms of fair competition, business ethics and the The support given by representatives, consultants or intermediaries in the area of
fight against corruption. commercial dealings may be required in the sectors where Group presence is reduced
or due to their technical skills. Calling on these intermediaries is only justified within
this scope and only if the services provided are genuine. Their remuneration must be
in keeping with the services and the payment compliant with their contract, which must
Group Code of ETHICS² be concluded in compliance with internal procedures.
Commercial action – Relations with clients and suppliers The managers of the companies concerned must ensure that they supervise this local
support and the services effectively provided by these intermediaries, in strict
Group companies must treat all their clients and suppliers with honesty and equity, compliance with local rules. Employees must not agree to receive, either directly or
regardless of their size and condition. indirectly, any payment, gift, loan, entertainment or benefit from anyone who does
The Group’s commercial action, in France and abroad, will be conducted in business with the Group; only customary courtesy or hospitality, business meals and
compliance with the framework laid down in each country, which a ll employees shall other events that correspond to the most reasonable customary practices in the
strive to know. In particular, Group companies shall comply with the specific rules that country or profession are acceptable. Gifts, other than pecuniary gifts, are acceptable
govern public procurement contracts, regardless of the country in which they conduct if their value is low and if such a practice complies with customary practices.
their business activities. Employees must each ask themselves whether such a gift or benefit is lawful, liable to
1 Source: http://www.publications-bouygues-construction.com/docs/_/BouyguesConstructionRapportDD2007En/catalogue.pdf
²Source: http://www.bouygues.com/en/press-room/publications/code-of-ethics/code-of-ethics/

affect how they act within the Group and whether the giver will think that employees • accounting irregularities,
have compromised themselves. Management must be informed of any canvassing or
• stock market irregularities.
offer of specific benefits to which an employee is subject.
Corruption
The negotiation and performance of contracts must not give rise to behaviour or The persons concerned by the Group whistleblowing facility
actions that could constitute active or passive corruption, or complicity in influence
The employees who are liable to be the subject of whistleblowing are as follows:
peddling or favouritism. In particular, in accordance with the OECD Convention on
Combating Bribery of 17 December 1997, the corruption of foreign public officials, in • corruption: corporate officers, managers and employees from the procurement,
all forms, is prohibited. projects, works, corporate services, IT, commercial and marketing departments.
Whistleblowing • accounting irregularities: corporate officers, managers and employees from the
consolidation, accounting, cash management and finance departments.
When confronted with an ethical problem, employees must inform their line manager
or the manager of the company in which they perform their professional activity, • stock market irregularities: corporate officers, managers and employees from the
allowing sufficient time for said managers to give relevant advice or to make an cash management and finance departments and, in general, all employees who
appropriate decision. may hold privileged information.
It is the responsibility of the line managers and officers of a company to assist
employees in resolving the difficulties with which they may be c onfronted. When in
Using the Group whistleblowing facility
doubt, the legal or human resources departments, as well as possibly outside
advisors, should be consulted. Use of the whistleblowing facility is optional. The facility should only be used in
compliance with the applicable laws and regulations and in the exceptional cases
No action may be taken against an employee who in good faith reports a breach of the
where the line management channel, the whistleblowing facilities offered by the law or
rules laid down in this Code.
the control systems within the Group or the company concerned may not work. The
Employees may also use the Group whistleblowing facility. In accordance with the fact that an employee refrains from using the whistleblowing facility may not lead to
general authorisation issued by CNIL (French Data Protection Agency) in decision no. any consequences for the employee concerned.
2005-305 of 8 December 2005, the Group whistleblowing facility is governed by the
Whistleblowers must identify themselves. Their identity will be treated in the strictest
following rules:
confidence.
Scope of the Group whistleblowing facility
Abuse of the whistleblowing facility will render the perpetrator liable to disciplinary
The whistleblowing facility is restricted to the following areas: action, as well as legal action. On the contrary, use of the facility in good faith, even if
subsequently the facts are found to be inaccurate or are not proven, will not render
• corruption,
thewhistleblower liable to any disciplinary action.

The persons targeted by the Group whistleblowing facility The following information, in particular, will be provided to all persons targeted
by whistleblowing:
Data and information must be provided by the whistleblower to the Group Ethics
Officer alone. To this end, the Group Ethics Officer is subject to an increased • a copy of these rules, which govern Group whistleblowing procedure,
confidentiality obligation.
• the allegations made against them,
While maintaining the confidentiality of the whistleblower’s identity, the Group Ethics
• the list of any departments that have been informed of the whistleblowing,
Officer shall ensure that, when the whistleblowing is logged and processed, only the
data and information required for the verification and processing of the whistleblowing • the terms and conditions for exercising their access and amendment rights.
are disclosed.
In general, any person responsible for acknowledging and/or processing
Persons targeted by whistleblowing may under no circumstances obtain disclosure of
whistleblowing must undertake to comply with an increased confidentiality obligation,
the identity of the whistleblower.
not to use the data and information for other purposes, to comply with the limited
storage time for such data and information and to destroy and return said data and Consequences of use of the Group whistleblowing facility
information in accordance with these rules.
After the whistleblowing has been studied, the Group Ethics Officer will inform the
Content of whistleblowing within the Group managements concerned. They will then carry out the appropriate investigations and
decide on the consequences of any breaches recorded, such as disciplinary action or
Only facts, data and information put forward in an objective manner, that are directly
referrals to the administrative or judicial authorities.
connected to the areas that fall within the scope of whistleblowing (corruption,
accounting and stock market irregularities) and that are strictly needed for verification All data disclosed within the scope of implementation of the whistleblowing facility but
operations, will be taken into account. that does not fall into one of the categories defined above will be destroyed by the
Group Ethics Officer, unless the vital interest of the company concerned or the
In all communications, the Group Ethics Officer will show the alleged nature of the
physical or moral integrity of its employees are at stake. In this case, the Group Ethics
facts, information and data, and any classification required for the description.
Officer may decide to alert the management and/or the authorities concerned.
The rights of persons targeted by Group whistleblowing
Storage period for personal data
All persons targeted by whistleblowing will be informed of the data held concerning
All data that has been verified will be destroyed by the Group Ethics Officer within two
them as soon as the whistleblowing has been logged, whether using IT or otherwise.
months of the closure of the verification operations, except where a disciplinary
The person will be able to access the data and request the correction or deletion
procedure or legal action has been initiated against the person targeted or the
thereof if the data is incorrect, equivocal or out of date.
perpetrator of abusive whistleblowing. In this case, the data will be stored until the end
Where protective measures are required, in particular to prevent the destruction of of the proceedings.
evidence concerning the whistleblowing, the person targeted by the whistleblowing
willonly be informed once these measures have been taken.

174. NEC
NEC CSR Digest 20081 Corporate Social Responsibility – NEC Group Code of Conduct²
Strengthen Risk Management and Compliance General Provisions
Help Line Accountability for Adherence to this Code

NEC believes in the importance of creating a positive working environment for all. We • WE will act faithfully in compliance with this Code.
are raising employees ’ awareness so that they can freely discuss any issues with their
• The Officers and the Employees who are in a managerial position will provide
superiors, colleagues, and people from related divisions. At the same time, the
guidance and supervision to ensure that all their subordinates observe the
Corporate Auditing Bureau established an NEC Help Line in 1999 to provide a system
provisions of this Code.
that makes it easy for all employees to report or to seek advice in cases of known or
suspected violations of the NEC Group Code of Conduct. Similar consultation and • The divisions concerned in our company will undertake the activities necessary to
reporting systems have been established at various NEC Group companies. ensure that the corporate activities are in compliance with this Code, including the
formulation of in-house regulations and behavior manuals, promotion of thorough
Since November 2003, the service has been operated jointly with an independent
awareness of specific rules to observe, and provision of advice and guidance.
third-party organization to boost convenience and to respond at an earlier stage to a
wider range of compliance risks. Another goal was to make this consultation and • WE recognize that a violation of this Code may result in disciplinary action under
reporting system available not only to employees and officers of NEC Corporation, but and in accordance with applicable laws, rules, regulations, and/or in-house
also to NEC Group companies in Japan and materials suppliers. In February 2008 we regulations.
posted on the NEC intranet examples of cases where contact with the NEC Help Line
triggered fact-finding inquiries that led to the correction of problems.
NEC Help Line
NEC Corporation does not encourage overseas NEC Group companies to use the
NEC Help Line in addition to their own internal consultation and reporting systems, as The Officers and Employees of the NEC Group companies who are aware of acts that
it does in the case of Group companies in Japan. However, third-party consultation are, or that may be, in violation of this Code are encouraged to contact the NEC Help
and reporting systems have been established in North America, Australia, and Europe Line or a similar contact point in each company. The contact points of the NEC Help
and have been made available to officers and employees of overseas subsidiaries in Line are designated as a consulting company as well as NEC Corporation. Such
these regions. Officers and Employees will not be subject to any form of detrimental treatment as a
result of their contacting the NEC Help Line.
1 Source:
http://www.nec.co.jp/csr/en/report/pdf/CSR-all2008.pdf
²Source: http://www.nec.co.jp/csr/en/management/code.html

Relations with Customers, Business Partners, and Competitors
Policies on Entertainment and Gifts

• WE will conduct ourselves with sound business practices and social norms when
WE provide or receive entertainment or exchange gifts with business partners or
others.
• WE will not, under any circumstances, offer bribes to members of the national
Diet, heads of regional public organizations, members of prefectural or municipal
assemblies, or officials of government agencies or regional public organizations
(including personnel of public corporations and other government-affiliated
organizations who shall be deemed to be public officials under applicable laws,
rules, and regulations). In addition, WE will not provide any benefits to gain unfair
business advantage, entertain in a way that could be construed as offering
benefits, or offer gifts or any other treatment that lacks justifiable grounds.
• WE will not conduct any acts involving foreign officers such as officials of foreign
governments or regional public organizations that could be construed as bribery
or the provision of benefits to gain an unfair business advantage under any
circumstances under applicable laws, rules, and regulations.

175. Roche Group
Behaviour in Business 1 intention and expectation to obtain an unlawful benefit in return for the bribe.
Passive bribery is understood as acceptance of a payment or any other advantage,
Bribery
whether directly or through intermediaries, from someone in return for which the
person who has accepted the bribe favors the giver in an unlawful way.
Legislation to Eliminate Bribery
Payments to Public Officials
Bribery of domestic officials was established to be a criminal offense by most national
laws a long time ago. In December 1997 the governments of 29 members of the Subject to the principles as set forth under Section 3.2 below, no funds or assets of
Organization for Economic Cooperation and Development (OECD)1 agreed on the Roche shall be paid, given or otherwise transferred in the form of a gift or otherwise,
text of the ‘Convention on Combating Bribery of Foreign Public Officials in directly or indirectly, to someone holding a public office or to a person having political
International Business Transactions’ (hereinafter referred to as ‘OECD Convention’). influence or to any entity in which said person is known to have a material interest,
In this OECD Convention, the nations committed themselves to establish off-shore unless approved by local Roche Management in accordance with applicable laws.
bribery as a criminal offense under their national laws. This convention came into This prohibition applies to the use of Roche property as well as to the use of personal
force on 15 February 1999, and its provisions were thereafter transferred into national funds or assets. It also applies to indirect contributions or payments made in any form,
laws. such as contributions or payments made through consultants, advisers, suppliers or
other third parties.
View and Undertaking of Roche
Don’ts and Dos
Roche rejects all forms of bribery (public, private, active and passive bribery as
defined below). In addition to undermining the Group’s reputation and business Don’t: - Do not offer a private bribe
integrity, the solicitation, acceptance, offering or giving of a bribe establishes a - Do not offer a public bribe
criminal offense of the employee and the company involved under applicable national
or international laws. In addition, such unacceptable behaviour may also give rise to Dos: - You may offer a gift to an employee of a private company after
civil lawsuits against the employee and the company involved. finalization of a business transaction
Definitions Dealing with Third Parties

Bribery constitutes a form of corruption and can be executed towards public officers or
decision makers in the private sector and can be committed actively or passively. Principles
Bribes may take many forms, such as payments, lavish gifts or any other type of All transactions by Roche with third parties are made on the basis of quality, service,
advantages. competitive price and suitability. Roche seeks to establish mutually beneficial, long-
Active bribery is understood as the promise to give or the giving of any payment or term relationships with its business partners based on these principles.
any other advantage, whether directly or through intermediaries, to someone holding a Roche deals fairly with all business partners based on the quality of products and
public office (public bribery) or to someone in business (private bribery) with the services. Roche does not, and no employee may, directly or indirectly, offer or give
any form of illegal rebate, illegal kickback or any other illegal ‘under-the-table’
1 Source: http://www.roche.com/behaviour_in_business.pdf

payment, or other similar improper payment, gift or favor to business partners or their - Do not request any form of illegal rebate, kickback or other
representatives. Conversely, no employee shall, directly or indirectly, request any form under-the-table’ payment.
of illegal rebate, illegal kickback or any other illegal ‘under-the-table’ payment, or other
- Do not accept any improper payment, gift or favor.
similar improper payment, gift or favor from any third parties.
- Do not request any form of improper payment, gift or favor.
Dealing with Customers
Dos: - You may give rebates according to the rebate policy of Roche.
Regarding relationships with customers, the following principles apply:
- You may give small and appropriate gifts to a customer or to
• Roche employees who regularly deal with customers must know and comply with
another third party.
all relevant laws and regulations governing relations with customers.
- You may accept on behalf of Roche a correct rebate granted by
• Employees engaged in government contract work must also know and abide by
a supplier.
the specific laws and provisions covering relations with government agencies.
- You may accept a small and appropriate gift from a supplier if
• Roche employees will give no gifts to customers, except items that fit the legal,
you maintain your personal and your company’s independence.
normal and customary patterns of Roche sales efforts for a particular market.
Costs for such gifts are subject to approval by local Roche Management.
• Entertainment, not otherwise prohibited as set forth herein, of any customer must Receipt of Gifts and Entertainment
comply with regular business practices. The place and type of entertainment and
the money spent must be reasonable, appropriate and adequately documented in General
conformance with Roche expense reimbursement requirements.
Even when gifts and entertainment are exchanged out of the purest motives of
personal or professional friendship, they can be misunderstood. For example, a gift or
Don’ts and Dos entertainment can appear to be an attempt to influence an employee to direct Roche
business to a particular third party. To avoid both the reality and the appearance of
Don’t: - Do not give an illegal rebate.
improper relations with third parties or potential third parties, as well as to maintain
- Do not offer an illegal kickback payment. your personal and your company’s independence, the following principles apply to the
acceptance of gifts by Roche employees:
- Do not make any illegal ‘under-the-table’ payment.
Gifts
- Do not give an improper gift to a third party.
Employees shall not solicit gifts, or any other personal advantage of any kind, from
- Do not offer an illegal or improper favour to a third party.
any current or potential third parties of Roche. Gifts include not only merchandise but
- Do not accept any form of illegal rebate, illegal kickback or any all kinds of advantages.
other illegal ‘under-the-table’ payment.
Employees may only accept any unsolicited gift provided the following conditions are

met: Employees may accept unsolicited non-monetary gifts, provided they do not go - You may accept unsolicited entertainment that involves
beyond common courtesy and accepted local business practices. The value of any gift reasonable, not lavish, expenditures
must not raise any question of an obligation on the part of the recipient. The
acceptance of any gift that does not meet said conditions must be rejected. If in doubt
as to the appropriateness of accepting an unsolicited gift, the employee concerned
must solicit the view of his or her line manager and act according to the decision of
Corporate Governance – Code of Conduct1
that person.
Entertainment Group Compliance Officer
Employees may not encourage or solicit entertainment from any current or potential The Group Compliance Officer is committed to ensuring that Roche corporate
third party of Roche. principles are consistently complied with throughout the Roche Group and also serves
as a contact person for shareholders, employees, customers, suppliers and the
Employees may accept unsolicited entertainment, provided all of the following general public on issues relating to the implementation of and compliance with these
requirements are met: the entertainment occurs infrequently and arises out of the principles.
ordinary course of business, it involves reasonable, not lavish, expenditures and it
takes place in settings that are reasonable, appropriate and fitting to Roche Employees and other parties who become aware of violations of Roche corporate
employees, their hosts and the business at hand. principles can and should bring them to the attention of their managers or supervisors
or report them to the Group Compliance Officer (Urs Jaisli, direct phone number:
Don’ts and Dos +41(0) 61 688 40 18).
Don’t: - Do not solicit gifts from any third party. Such disclosures will be treated as confidential. Employees who make such
- Do not solicit a personal advantage of any kind from any third disclosures will not be penalised by the company for doing so, but are not immune
party. from prosecution for legal violations.
- Do not encourage or solicit entertainment from any third party.

Dos: - You may accept unsolicited non-monetary gifts that do not go
beyond common courtesy and accepted local business
practices.
- You may accept unsolicited gifts that do not raise any question
of an obligation on your part.
- You may accept unsolicited entertainment if it occurs
infrequently and arises out of the ordinary course of business.
1 Source: http://www.roche.com//about_roche/corporate_governance/code_of_conduct/compliance_officer.htm
:

176. Sprint Nextel
Sprint Nextel Code of Conduct for Consultants, Contractors and Suppliers 1 accepting any business entertainment (such as an occasional lunch or dinner,
cultural or athletic event beyond a nominal value) from a consultant, contractor or
GIFTS, ENTERTAINMENT AND TRAVEL supplier.
Gifts, business entertainment and travel are often an integral part of building and • Employee travel and accommodations should generally be at Sprint Nextel’s
maintaining business relationships and advancing the interests of Sprint Nextel. To expense. Consultants, contractors and suppliers should not pay for Sprint Nextel
avoid even the appearance of a conflict, Sprint Nextel requires its employees to only employee travel and accommodations related to business or entertainment
accept nominal gifts and reasonable business entertainment to further business events.
relationships.
• Gifts of money or cash equivalents such as vouchers, gift certificates and gift
Consultants, contractors and suppliers should not offer a gift or business cards are always unacceptable and may not be offered to any Sprint Nextel
entertainment if it appears to influence or compromise judgment, could reasonably employee.
appear to influence or compromise judgment or if it appears to b e an attempt to
obligate or influence the recipient. As consultants, contractors or suppliers Sprint • Consultants, contractors and suppliers may not offer bribes, kickbacks, payoffs or
Nextel is asking for you to respect our commitment and respect Sprint Nextel’s Gift, other unusual or improper payments to Sprint Nextel employees in order to obtain
Entertainment and Travel policy which provides, in part: or keep business.
• Sprint Nextel employees may accept gifts of nominal value (retail value of $150 or • In the case of the government or foreign entities, special rules and laws such as
less), given in the normal course of business, but not on a regular or multiple the Foreign Corrupt Practices Act (FCPA) may apply to the offer or acceptance of
basis. a gift, business entertainment, or travel, regardless of actual or perceived value.
Please contact the appropriate Sprint Nextel representative or the Ethics Helpline
• Promotional items (t-shirts, mugs, baseball caps) given in the normal course of before engaging in any activity that may involve such parties.
business may be accepted by Sprint Nextel employees but not on a regular or
multiple basis.
• Consultants, contractors and suppliers should not offer gifts, business For additional guidelines, contact your Sprint Nextel representative or the Ethics
entertainment or travel to a Sprint Nextel employee who is a decision maker, or Helpline.
who plays a role in the decision during a Request for Proposal or Request for FOREIGN CORRUPT PRACTICES ACT
Information.
The Foreign Corrupt Practices Act (FCPA) prohibits Sprint Nextel and its consultants,
• Gifts, business entertainment and travel may not be extended by consultants, contractors and suppliers from directly or indirectly offering anything of value (such as
contractors and suppliers to Sprint Nextel employees during or in connection with gifts, money or promises) to foreign government officials, political parties or
contract negotiations. candidates to influence or induce action or to secure an improper advantage. Simply
• Sprint Nextel employees are required to obtain supervisor approval prior to stated, the FCPA prohibits bribery of foreign officials. The FCPA also has strict
accounting requirements that govern international transactions and payments (even
hospitalities). Consult with the appropriate Sprint Nextel representative or the Ethics
1 Source: http://www.sprint.com/governance/docs/supplier_code_of_conduct_20060421.pdf

Helpline before making or authorizing any payment of this type.

ETHICS HELPLINE
The information in this booklet does not address every situation or circumstance. It is
not a comprehensive, full, or complete explanation of all the policies, laws and
regulations that may apply to consultants, contractors or suppliers. If you have
questions or concerns about a potential ethical issue, you should discuss it with the
appropriate Sprint Nextel representative or call the Ethics Helpline.
Ethics Helpline available 24 hours a day, 7 days a week:
By phone: 1 -800-788-7844 or 913-794-1666 (if you are calling from outside the U.S.)
By fax: 913-523 -9779
By mail: Ethics and Compliance Program
2001 Edmund Halley Drive
Mailstop: VARESP0513
Reston, VA 20191
By e-mail: Ethicshelpline@sprint.com

177. Best Buy
Code of Business Ethics1 • The Ethics Advisory Council (EAC)

Best Buy recently formalized its Ethics Advisory Council (EAC), which began with
INTRODUCTION
several employees drawn together with the intent of keeping Best Buy a
principled place to work. At the time of this report the EAC is comprised of
PARTNERING TO STOP MISCONDUCT individual employees from across the enterprise who meet monthly to discuss
There is a tremendous amount of value – intangible worth – in a good reputation. Both current ethical issues or concerns visible within the Company, and to provide
your professional reputation and the reputation of Best Buy depend on ethical perspective to the Ethics Office. Additionally, EAC members act as links to the
decision -making by our employees. You should immediately report illegal or unethical Ethics Office within their respective business groups. The EAC is open to
conduct to an appropriate Best Buy representative. If you do not do so, the unreported employees who are interested in joining; see the resources page in the back of
activity could harm you, Best Buy, and other employees. Failure to report suspected this Code.
violations may also lead to discipline. • Contact your employee or associate relations representative
Managers who receive reports of possible illegal or unethical conduct must take Your representative will investigate the issue, and may call the Ethics Office for
immediate action. The type of action taken depends on the alleged misconduct. assistance. The contact information is found on the resources page in the back of
Managers should identify and consider the important key stakeholders – those who this Code.
could be affected by the possible illegal or unethical conduct, including employees,
customers, shareholders, or others important to the business. At any point managers • Contact the Ethics Office
may seek advice to decide on an appropriate course of action to stop any illegal or You may always call the Ethics Office directly, or contact the office via the postal
unethical conduct. service, e-mail, web report or fax. The contact information is found on the
GET ANSWERS TO YOUR QUESTIONS OR REPORT YOUR CONCERNS resources page in the back of this Code.
When you raise a concern, it helps Best Buy correct specific problems, and identifies • Open & Honest for anonymous report
areas that require improvement or the need for additional training. It also helps assess A multi-lingual interview specialist, employed by an external vendor, will answer
and improve our Company’s level of ethical awareness, which is crucial to our goal of your call. All pertinent information is gathered and documented on an incident
living our values. You can raise concerns about questionable ethical behavior at Best report, which is sent to the Ethics Office. Please note that although you may
Buy in several ways. If you are uncomfortable with any of these resources, or if the remain anonymous when voicing a concern, providing your name or other
resource is part of the problem, please consider another option, but DO raise the identifying information may help resolve the issue.
concern – don’t ignore it.
• Web Reporting
• Discuss with your manager
You have the option to submit your complaint via the web site of our third party
Face-to-face discussions with your manager are the best way to solve most on- vendor. Just like a phone call to Open and Honest, your report is received directly
the job issues. by the vendor and forwarded to the Best Buy Ethics Office. The only self
identifying information in this report is that which you choose to include. The
contact information is found on the resources page in the back of this Code.
1 Source: http://media.corporate-ir.net/media_files/irol/83/83192/bby_cobe_080121.pdf

CONFIDENTIALITY • Agreeing with competitor(s) to split territories or customers (Territory or Customer

Allocation).
The Ethics Office and other investigators (Internal Audit, Human Resources,
Employee Relations, Loss Prevention and the Legal Department) handle all issues • Offering to pay bribes or kickbacks in an attempt to do any of the above.
and concerns with care. Specifically, information will be shared only with people who
need to know, and in accordance with our business practices, policies and the law.
Information pertaining to your concern will not be kept in your personnel file. “Agreeing” includes stated or implied, formal or informal, oral or written
understandings, whether created directly with another party or indirectly through a
ZERO-TOLERANCE POLICY ON RETALIATION
third party.
If you observe or suspect a violation of the law or Company policy, report it using any
GIFTS, GRATUITIES & VENDOR RELATIONS
of the resources listed in the back of this Code.
Gifts and entertainment can help build relationships, but they must never influence
Retaliation for reporting a concern or making a complaint is prohibited and is a
decisions, nor should they be considered part of “doing business.”
violation of the Code. If you feel that you have been retaliated against, contact the
Ethics Office, Employee or Associate Relations or the Open & Hon est hotline. • Our role with customers is to be a trusted advisor. Even the appearance of having
our decisions improperly influenced is unacceptable.
RESPONSIBILITY TO OUR BUSINESS ASSOCIATES
• Employees are expected to be mindful of the Company’s values and standards in
their business dealings. It is never acceptable to solicit gifts, gratuities or
ANTITRUST & COMPETITION
business courtesies on behalf of Best Buy for the personal benefit of an
Antitrust and competition laws protect the free enterprise system and encourage employee, family member or friend.
vigorous, but fair, competition. All enterprise employees are expected to comply with
We recognize that gift-giving customs vary around the world. As a global Company,
applicable domestic and international antitrust and competition laws.
we respect the cultures of all the countries where we do business. Employees must
For example, engaging in, conspiring to, or agreeing to do any o f the following actions always refrain from paying or receiving a bribe intended to influence business
is prohibited: operations or government conduct. In addition, no Company assets may be used to
bribe or influence any decision, including a decision of an officer, director, employee
• Agreeing or consulting with competitor(s) regarding prices, terms or conditions of
or agent of another company, any government employee, political party or candidate
sale, output, or production (Price Fixing).
for public office. Such conduct is illegal and unethical and the employee and the
• Agreeing with competitor(s) regarding bids to be submitted during auction (Bid company could be held criminally liable.
Rigging).
ACCEPTING GIFTS
• Agreeing with competitor(s) not to deal with vendors or distributors, other
To determine whether or not a gift from a vendor is acceptable, ask yourself the
competitors, or customers (Group Boycott).
following questions:

• What does the policy say? The FCPA applies to individuals as well as corporations and requires companies to
keep and maintain books and records that accurately reflect the transactions of the
• Is there a law or regulation governing this situation?
corporation.
• Is it customary in the trade or industry?
Refer to the Company’s anti-bribery and anti-corruption policy for specific obligations
• Is the value in accordance with Company guidelines? regarding the FCPA. In a situation in which the local laws and the FCPA conflict, we
will abide by the most conservative standard.
• Was it given and accepted with an expressed or implied understanding that the
recipient is any way obligated?
• Does it give the appearance of creating an undue influence or impropriety?
• Does it place you or Best Buy in a compromising position?
Some business units and country managers may choose to adopt more
conservative rules and gift limits based on the environment and specific work
involved. When in doubt about accepting a gift, please discuss with your manager
before accepting the gift.
GIVING GIFTS
It may be acceptable, with management approval, to entertain or provide small gifts to
a customer or supplier of Best Buy, as long as they meet the criteria set forth in our
policies.
RESPONSIBILITY TO OUR COMMUNITIES
ANTI-BRIBERY / ANTI-CORRUPTION & FCPA
As a global enterprise, we abide by each country’s anti-bribery and anti-corruption

laws. In addition, Best Buy and its employees in all countries must comply with the
Foreign Corrupt Practices Act (FCPA). In general, the FCPA prohibits corrupt
payments or bribes to all non-U.S. government officials, political parties or political
candidates for the purpose of obtaining or keeping business or improperly influencing
government action. Included in the anti-bribery prohibition is a corrupt payment
through a third party.

178. Sanofi-Aventis
Sustainability Report – 2007 Edition1 • specific training tools (presentations, case studies) about the topics identified by
our affiliates as being the most sensitive were made available to them.
Converting the sustainability approach into actions
COMMUNICATING AND UNDERSTANDING OUR CODES In late 2007, an in-house survey evaluated the training activities organized by affiliate
compliance officers in order to determine the training topics that were in highest
The Code of Ethics is posted on the sanofi-aventis corporate Internet site and was demand.
distributed to all Group employees. In addition, affiliates in some countries have
developed additional codes and Charters: Training provided by the affiliate compliance officers consists of either a general
compliance discussions, ethics and values, or it focuses on more specific topics such
• 5 versions were printed (French, English, German, Spanish and Portuguese) and as personal data protection, Good Promotional Practices, competition law, the fight
made available to the affiliates; against corruption and pharmacovigilance.
• 18 countries translated the Code into their local language. All together, more than Training and awareness-raising efforts will be reinforced during the coming months.
90% of the affiliates, corresponding to over 95% of the total workforce, distributed
versions of the Code in their local language; ALERT SYSTEM
• most affiliates require their employees to sign a receipt acknowledging they have Since 2006, an alert system has been in place at Group level to help resolve ethical
received the Code of Ethics. In 2007 in most countries, a reminder of the rules issues. All Group employees may express, anonymously if necessary, their concern
contained in the Code of Ethics was sent out using various means: presentations about potential illicit practices that they feel contradict the Code of Ethics.
during meetings, e-mails, a letter from the Human Resources department, In the United States, in accordance with local practices and regulations, an external
Intranet, in-house newsletter articles, training sessions and, in some cases, as a “compliance helpline” is available to employees and may be used at any time.
part of the launch of e-learning;
Moreover, in application of the US Sarbanes-Oxley Act, alerts concerning internal
• a process was put in place to ensure the Code is distributed to all new employees control, finances and accounting are submitted to the Audit and Internal Control
joining the Group. Training is provided for newcomers in almost all countries; Assessment department for investigation and may be reported to the company’s Audit
• a seminar assembling the chief compliance officers in the countries where the Committee.
Group operates was held in late October 2007. During this session, various Affiliates may sometimes manage reports directly. In these cases, the compliance
presentations focused on compliance training and monitoring initiatives manager handles them locally. The compliance manager investigates the reports to
conducted in countries such as Brazil, Spain, the United States, Japan, Pakistan ensure that the allegations are founded and forwards the allegations and any
and Russia. Representatives from other functions (Audit and Internal Control disciplinary actions to the Corporate Compliance Department. A report is written and
Assessment department, Quality department, Data Protection, Regulatory Affairs, the Ethics Committee (as well as the Executive Committee for the most serious cases)
Sustainability Department, etc.) also explained the link between compliance and is informed.
their respective activities;
All reports are routinely investigated in accordance with procedures and, when
1 Source: http://en.sanofi-aventis.com/binaries/rdd_2007_en_tcm28-18111.pdf

justified, disciplinary measures were taken. violations shall not incur any sanctions. Additionally, a Code of Supplier Conduct is
distributed to outside contractors and a Ethical Purchasing Charter is provided to
THE FIGHT AGAINST CORRUPTION
sanofiaventis buyers.
Anti-corruption organizations focus particular attention on the pharmaceutical industry,
looking specifically at research (transparency of clinical trials), administrative
authorization procedures (marketing authorization and reimbursements) and
marketing practices (integrity in drug promotion). As is true of other sectors, the
pharmaceutical industry must also address these same issues with regards to
purchasing.
For several years, sanofi-aventis has been strengthening its approach to fighting
corruption:
the Group adheres to the UN Global Compact external reference principles (10
Principles), as well as those of the OECD and the pharmaceutical sector codes
included in our Code of Ethics. This Code explicitly bans direct and indirect corruption
and limits corporate gifts to promotional items, samples and cultural gifts of a lesser
value, in compliance with local regulations. Contributions to political parties are
forbidden. The Group declares the amount of its major contributions to humanitarian
causes and sponsorships (see page 40);
to ensure implementation, the Code of Ethics is distributed to Group personnel and is
routinely disseminated to all new employees. The Group organizes training programs,
especially for compliance officers. It has set up an alert system so that any failure to
respect the Code of Ethics can be reported, and distributes a document about fraud
prevention to all affiliate General Managers. General Managers and their chief
financial officers complete and sign a form once every six months to report any cases
of fraud that may have occurred during this time period. A minimum value is not
included in the definition of fraud, therefore appropriate sanctions are levied in all
cases.
Sanofi-aventis makes its anti-corruption management system public. Four times a
year, the Ethics committee examines feedback from the alert system and examines
ways to improve it. To ensure the systems integrity, any employee who, in good faith,
makes his or her concerns known regarding possible illegal practices or ethical

Code of Ethics 1
Illegal Payments and Curroption
Commitment of the Group and ist Employees
1 Source: http://en.sanofi-aventis.com/binaries/Code_of_Ethics_en_tcm28 -302.pdf


181. Novartis
2007 GRI report 1 system for handling complaints and through our ongoing monitoring and reporting
procedures. We support an open culture in which employees are required to report
Society - CORRUPTION violations and are protected from retaliation or penalties. We believe this is key to
deterring and preventing misconduct, and provides associates with the confidence
SO2 (Core): Percentage and total number of business units analyz ed for risks that action is taken. Violation of Novartis standards may result in disciplinary action,
related to corruption including dismissal.
100%, all reporting units (250 units) undergo a financial risk assessment to ensure In 2005, we established the Business Practices Office to provide the company with a
compliance with internal and external financial standards and regulations. This is formalized system for dealing with complaints of actual or suspected cases of
complemented by a self-assessment of processes related to integrity and compliance. misconduct. The Business Practices Office offers employees and external
SO3 (Core): Percentage of employees trained in organization’s anti-corruption stakeholders a channel through which grievances and allegations can be submitted,
policies and procedures without fear of reprisal or penalty. All complaints are investigated and substantiated
cases are brought up to management so that appropriate action can be taken.
Several courses related to anti-corruption policies and procedures were conducted
and partly rolled-out to target groups with special training needs. Topics include the The Business Practices Officer (BPO) provides a rich source of information in order to
Code of Conduct, Corporate Citizenship, Pharmaceutical Sales, Conflicts of Interest, identify trends, document lessons learned and propose process changes or new
etc. training courses to prevent misconduct in the future.
Until the end of 2007, 84 % of invited associates have completed these courses, As part of our commitment to foster an open culture, processes guaranteeing
resulting in 247'286 hours of training. In 2007 alone, 86 % of invited associates have confidentiality and non-retaliation have been implemented to help employees report
completed them, resulting in 54'437 hours of training. allegations of misconduct. Integrity telephone lines have been introduced in 70
countries granting employees the option of reporting allegations in 51 languages.
SO4 (Core): Actions taken in response to incidents of corruption Confidential messages can be left for the BPO, who endeavors to respond within 72
• Cases of misconduct reported: 906 hours. The BPO generally aims to turn around each case within 8 weeks.
• Cases of misconduct substantiated: 290 Please refer to the Novartis Corporate Citizenship Website for further details:
http://www.corporatecitizenship.novartis.com/business-conduct/business-
• Dismissals/resignations (related to misconduct): 168 practice/integrity-compliance/enforcing.shtml
• Appropriate internal Business Practices Office investigation undertaken and Product Responsibility - MARKETING COMMUNICATIONS
action taken on findings.
PR6 (Core): Programs for adherence to laws, standards, and voluntary codes
related to marketing communications, including advertising, promotion, and
Ensuring that our standards of ethical business conduct are put into practice is sponsorship
achieved through an integrated approach to decision-making, the establishment of a Novartis has implemented the IFPMA (International Federation of Pharmaceutical
Manufacturers and Associations) Code of Pharmaceutical Marketing Practices.
1 Source: http://www.corporatecitizenship.novartis.com/downloads/managing-cc/novartis_2007_gri_report.pdf

In addition, we have developed a worldwide corporate marketing and sales practices Novartis is considering, for itself or for one of its affiliated companies, a strategic
for our Pharmaceuticals products, i.e. the Novartis Pharma Marketing Code (NP4), alliance or an acquisition, disinvestment or merger, may not sell, purchase or
complemented by the Novartis Corporate Citizenship Guideline Nr 3 on Anti Bribery otherwise trade in stock, derivatives or other securities of Novartis or that other
which contains relevant sections on grants, donations, etc. Similar policies are in company, or disclose such information to another person.
place for the other Novartis divisions.
Inside information is defined as information which an investor would consider
Training on marketing practices is provided online and face-to-face. A Divisional important in deciding whether to buy or sell stock or securities. It includes, for
Compliance Committee, consisting of senior managers from various functions within example, confidential information about plans to acquire another company, strategic
the business, is responsible for providing guidance on application of NP 4 and there is alliances, financial results, product discoveries or changes in capital structure or
a dedicated Compliance function within Novartis Pharma, responsible for NP4 important agreements, e.g. with a start-up company. Public information or public data
standard. The business or marketing function is responsible for compliance with is not inside information.
marketing standards
Employees must refrain from disclosing inside information to anyone, including friends
Please refer to the Novartis Corporate Citizenship Website for further details: and family.
http://www.novartis.com/about-novartis/corporate-citizenship/business-
The restrictions with respect to inside information remain in effect until the plans,
conduct/business-practice.shtml
events or transactions concerned are made public and information about the event
has been sufficiently disseminated in public to enable investors to evaluate it. Insider
trading may lead to civil and criminal penalties.
Control
Novartis Code of Conduct1
Each employee shall receive a copy of this Code of Conduct. It is the duty of
Bribes, Business Entertainment, Gifts management to include the Code of Conduct in employee training programs.
No employee shall make any payment, or kickback, or offer improper financial Management shall monitor compliance with the Code and, if need be, implement
advantage to an official of a government or a government-controlled entity for the special monitoring programs.
purpose of obtaining business or other services, as set out in the OECD Convention Non-compliance with the Code of Conduct by employees may result in disciplinary
on Combating Bribery of Foreign Public Officials. action, including dismissals.
Legislation translating this Convention into national law has to be strictly observed. Novartis shall appoint a Group Compliance Officer. Sectors and Group Companies will
Business entertainment and business gifts to government officials, if permitted, must consult with the Group Compliance Officer regarding the need to appoint compliance
be in compliance with Novartis’ general business expense policy and with the rules officers of their own.
and regulations of the government agency or legislative body concerned.
Employees are expected to report violations of the Code of Conduct to their
Third parties must not be used to circumvent any of the policies mentioned above. supervisors or to the Compliance Officer, as may be appropriate. There will be no
Employees having inside information about Novartis or any other company with which retaliation or penalty for such reporting. This however does not result in immunity for
violations.
1 Source: http:// www.corporatecitizenship.novartis.com/downloads/business-conduct/code_of_conduct.pdf

182. Mizuho Financial Group
About Mizuho – Internal Control Systems1 • Contact Point:

This hotline has been established within an external law office. Please use
Compliance Structure
conventional mail or e-mail for reporting.
Conventional mail:
Compliance Activities 6F Round-Cross Ichibancho Bldg., Ichibancho 13-banchi, Chiyoda-ku, Tokyo
We have established the "Mizuho Code of Conduct," which sets forth clear and 102-0082
concrete standards of ethical behavior, and distributed it to all directors, senior Mizuho Accounting Hotline, c/o Ohta Ishii Law Office
management and employees of the group so that they are well aware of its content E-mail : mizuho-kaikei@ohta-ishii.com
and act accordingly. • When reported matters are within the scope of the reporting items, MHFG will do
Each of our group companies has also prepared a compliance manual, which serves reasonable efforts to investigate the facts behind the information received and
as a practical guidebook for rigorous compliance enforcement and clarifies the laws report back on the results.
and regulations that the group companies must observe in pursuing their business • Anonymous tips are also acceptable, but there are cases where it will not be
activities and the compliance activities they are required to follow. possible to fully satisfy the intentions behind such tips owing to constraints on
We conduct compliance training for directors, senior management and employees so investigations and the inability to report back.
that they are fully acquainted with the contents of the manual. We monitor the status • Information on persons making such reports is not disclosed to third parties other
of compliance levels through self assessments conducted by individual organizational than the group companies except in cases where the assent of the person in
units and monitoring conducted by the compliance division of each company. question has been obtained or such disclosure is required under laws and
Every fiscal year, each of our group companies establishes a compliance program, ordinances, etc.
which contains concrete measures for compliance enforcement such as measures
related to the management of the compliance framework, training and assessments.
Progress regarding the implementation of the compliance program is monitored every
six months.
"Internal Controls and Audit Hotline"
- A system designed for obtaining concerns regarding questionable accounting or
auditing matters -
• Reporting Items:
MHFG has established a hotline to receive reports from in and outside the
company in connection with problems concerning internal controls and audits of
accounts and financial reports.
1 Source: http://www.mizuho-fg.co.jp/english/company/internal/compliance.html

183. BHP Billiton
Sustainability Report 2008 1 well as policies, standards and guidelines on a wide range of ethical issues, such as
conflict of interest, financial inducements and bribery, insider trading and political
Hierarchy of Systems and Documents contributions.
The Code and its principles are embedded throughout the organisation, with
Monitoring and Follow -up managers and supervisors held accountable for not only their actions but also the
Our HSEC Management Standards guide our approach to monitoring and follow-up actions of their staff. This starts at the most senior level of the Company, with the CEO
on sustainability issues. Specifically, Management Standard 13 (Incident Reporting requesting annual written confirmation from his direct reports that they and their direct
and Investigation) requires that HSEC incidents, including near misses, are reported, reports have read the Code and have discussed its contents. Starting in fiscal year
investigated and analysed. Corrective and preventative actions are taken, and 2008, this process will be formalised via the US Securities and Exchange Commission
learnings are shared. Form 20-F Certification Process.
The Company's Code of Business Conduct also provides additional guidance on Internal performance requirements regarding business conduct are included in our
monitoring, reporting and follow-up on such issues as business conduct, bribery and HSEC Management Standards (PDF 148KB). Distribution of the Code to employees
corruption, which affect the sustainability of our business. and contractors, as well as presentation and discussion of its principles, is monitored
and reported through the Company's HSEC audit program.
Read more:
Regional Helplines
• Business Conduct
Resolution of business conduct issues is encouraged at the local level. If this is not
• Incident Reporting and Investigation possible, the issue can be raised with regional points of contact or the telephone-
based Business Conduct Helplines based in southern Africa (Johannesburg), Europe
(London), Australasia (Melbourne), North America (Houston) and South America
Key Management Process (Santiago). Confidentiality is respected by helpline advisors to the highest degree
possible. Employees who raise genuine concerns will not be subject to retribution or
Code of Business Conduct disciplinary action.
The BHP Billiton Code of Business Conduct is founded on our Charter, which states Risk Management
that the Company cares as much about how results are obtained as it does about […] Our risk management approach also considers corruption. This includes such
delivering good results. practices as bribery, fraud, extortion, collusion and conflict of interest, which in this
The Code of Business Conduct applies to our entire workforce regardless of the context include an offer or receipt of any gift, loan, fee, reward or other advantage to
specific job or location. It provides employees and contractors with direction and or from any person as an inducement to do something that is dishonest, illegal or a
advice on conducting business and interacting with governments, communities and breach of trust in the conducting of our business. We recognise and actively work to
business partners. This includes clear guidelines on general workplace behaviour, as address the risk that corrupt activities may be undertaken by management, employees
or third parties, such as suppliers and customers. […]
1 Source: http://www.bhpbilliton.com/bbContentRepository/docs/fullSustainabilityReport2008.pdf

Our Stakeholders about the behaviours expected of them. This plan is designed to drive a simple, strong
and effective “top-down” message, where the leaders across the Group tell the story,
Stakeholder Grievances and Concerns and “bottom-up ownership”, through face-to-face conversations and on-line
engagement designed to deliver clear communication and effective training.
Mechanisms to address grievances and concerns have also been established.
Operating sites are required to maintain a register of concerns, complaints and A new compliance requirement has been introduced that requires senior leaders to
relevant external communications. Concerns and complaints are to be investigated as attest to the manner in which business conduct has been addressed. Leaders will be
official incidents, using our standard investigation processes, and outcomes and asked to confirm that they have:
actions are reported back to relevant stakeholders. The confidential Business Conduct
1. Undertaken activities to promote and embed the contents and behaviours
Helpline and email address provide a further means for raising issues of actual or
described in the Code such that all employees and contractors understand the
potential concern, such as harassment, conflict of interest, fraud or bribery.
importance and relevance of the Code to their role, the workplace, and the
Business Conduct Company’s success
In FY2008, we advanced our project to review of the manner in wh ich we promote 2. Undertaken activities to promote understanding of everyone’s responsibilities to
acceptable business conduct at BHP Billiton. The project has three objectives: report violations of the Code through existing systems (including Human
Resources and Business Conduct) and the obligation to support a workplace
To revise the Guide to Business Conduct to reflect changes in our business operating
where genuine concerns can be raised without fear of retribution
environment and to incorporate recommendations from the internal review into
matters associated with the Commission of Inquiry into the UN Oil-For-Food Program. 3. Demonstrated the importance of taking action where transgressions occur and of
sharing the learnings from the experience.
To develop training and communication tools and processes to embed appropriate
business conduct within BHP Billiton; and To devise an appropriate compliance and
reporting system.
In addition to this activity, a broad compliance system, including auditing of the
In July 2008 the Group Management Committee approved the revised Guide now Business Conduct-related standards by Group Audit Services is under development.
called the Code of Business Conduct: Working with Integrity (the Code). The revisions Management Level Controls continue to be audited across the Group in relation to our
followed extensive consultation with internal and external stakeholders. The Code is obligations under Sarbanes Oxley legislation in the United States.
supported by mandatory Group-level policies, standards and procedures. These
Analysis of Business Conduct Enquiries
include several new standards, including those covering conflict of interest, gifts and
hospitality and anti-bribery, which directly relate to business conduct risks identified by The helpline service received 133 enquiries in FY2008, compared to 90 in FY2007.
the project. A procedure setting out the mandatory requirements for how business Helpline enquiries are analysed according to the subject areas articulated in the Code.
conduct issues are managed across the Group will also be introduced. This analysis indicates:
A communications plan to embed the Code has been developed that will encourage a • Eighteen enquiries (or 14 per cent of total) related to equality in employment
more systematic approach to ensuring that employees have an opportunity to learn issues.
• Sixteen enquiries (or 12 per cent of total) related to conflicts of interest issues.

Conflicts of interest-related queries have represented an average of 12 per cent Enquiry Management Assurance and the Global Ethics Panel
of all queries over the two years to FY2008, suggesting that this is an area where
At each of its meetings, the Global Ethics Panel reviews the issues and actions arising
employees find it helpful to seek independent advice in resolving uncertainties or
from enquiries requiring followup analysis or investigation, with appropriate regard for
concerns that they have about appropriate actions.
confidential information.
• Ten per cent of enquiries related to gifts and entertainment.
Membership of the Global Ethics Panel was augmented in FY2008, with the
appointment of three CSG Presidents. Panel membership continues to include two
independent members who have particular knowledge and experience of
Analysis by region reveals 80 enquiries, or 60 per cent, were raised from our sites and
contemporary aspects of ethics and culture, as well as representatives from legal, risk
offices in Australia and Asia, with a further 16 per cent from S outh America, 13 per
assessment and audit, public affairs and human resources. The Chairman of BHP
cent from North America and 8 per cent from Africa. The predominance of Australian-
Billiton’s business in South Africa is also a member. The Panel is chaired by the Chief
based enquiries has existed since the helpline system was established. We believe
People Officer (formerly the Chief Governance Officer).
that this reflects a higher degree of confidence and awareness of the helpline by
Australian -based employees rather than systemic business conduct issues in that The Global Ethics Panel held three meetings in FY2008 and activities included
region. The communications and training strategy developed as part of the Business monitoring the Business Conduct Review Project (including the development of new
Conduct Review Project aims to improve awareness of and confidence in the helpline mandatory Group level documents for anti-bribery, gifts and hospitality, and conflict of
system in all regions. interest) and considering ways to enhance the overall effectiveness of the system.
The CEO participates from time to time and contributes to discussion on the role of
All sites maintain risk registers as part of our Enterprise-wide Risk Management
values in the organisation. This topic was given priority at a Company leadership
system; these registers include such business conduct risks as corruption, conflict of
conference held in July 2008 for the organisation’s leaders.
interest and gifts and hospitality. In addition, acts of corruption are tracked by our
fraud and misappropriations reporting process, which is managed by Group Audit An on-line system for reporting of disciplinary actions was also developed in FY2008,
Services, and reported to the Risk and Audit Committee of the Board. which allows reporting and analysis on what disciplinary actions were undertaken for
business conduct-related reasons, as well as other issues such as poor performance.
In FY2008, there were 32 issues raised with Group Audit Services, largely through the
It is expected that the database will also become a useful analytical tool to help
Fraud hotline, and related to allegations of theft, fraud, conflict of interest or other
improve the management of our people.
irregularities. No material incidents of corruption occurred during the year. Several
investigations were investigated and not substantiated. A number of breaches of the
Company's Code of Business Conduct were investigated and, where necessary,
disciplinary actions were taken.
During the year there were also no reported case of anticompetitive behaviour,
antitrust or monopoly practices.
In FY2009, the Business Conduct Helpline and the Fraud Hotline will be combined as
one system, to be called the Business Conduct Advisory Service.

Code of Business Conduct1 You can contact the Business Conduct Advisory Service by telephone (including
international free call), email, facsimile or mail. See the back cover of the Code for
Working with integrity… understanding and using the Code of Business further details.
Conduct
Safeguarding against retaliation
Raising a business conduct concern
BHP Billiton prohibits any form of punishment, disciplinary or retaliatory action being
Raising a business conduct concern ultimately protects the BHP Billiton Group, our taken against anyone for raising or helping to address a genuine business conduct
colleagues and our stakeholders. If you think a decision or action is out of step with concern. Retaliation is grounds for discipline, including dismissal.
our Charter values or you have a concern about complying with the Code, a BHP What happens when a business conduct concern is raised?
Billiton policy, standard or procedure, any other Company requirement or the law, you
have a right and a responsibility to raise that concern. All queries on the meaning of the Code of Business Conduct and concerns about
complying with it are treated seriously and will be assessed in a timely manner.
Within your business Confidentiality will be respected.
If you are unsure about the meaning of any part of the Code or have concerns about When raising a concern, you will be asked what business you work for; the nature of
how it is being applied, you should immediately raise this with your supervisor or the issue; who is involved; and what steps you have taken so far to address the issue.
manager. Where this is not possible or it is inappropriate to do so, contact your
Human Resources; Health, Safety, Environment and Community (HSEC) or Legal The course of action required to address a concern will depend on the nature and
representative or other member of senior management. severity of the issue.
If the matter is not possible to resolve or if it relates to a potential or an actual instance Often, advice and guidance will enable you to resolve the issue yourself. If you cannot
of fraud, contact the Business Conduct Advisory Service. resolve the concern or a concern requires referral, assessment or investigation, you
will be advised on the next steps to be taken, the likely timeframe, and the process for
You do not need to be directly affected by an issue in order to raise it – you can report receiving feedback.
a concern that you have become aware of through your work.
Confidentiality is respected
While everyone is encouraged to raise a business conduct query or concern, BHP
Billiton considers such action done with mischievous or malicious intent to be against When you raise a concern, your identity and the information you provide will be
our Charter values – all issues raised should be genuine. shared only on a ‘need -to-know’ basis in order to address the concern, as required by
law or otherwise with your consent.
BHP Billiton Business Conduct Advisory Service
You may choose to remain anonymous when raising a concern with the Business
The BHP Billiton Business Conduct Advisory Service is a worldwide service that is Conduct Advisory Service, and suitable arrangements can be made to enable follow-
designed to facilitate the resolution of business conduct queries and issues. up communication. However, you are encouraged to provide your name and contact
details, especially if the issue requires further assessment or investigation.
1 Source: http://www.bhpbilliton.com/bbContentRepository/docs/workingWithIntegrity.pdf

Obligations of those responding to concerns may result in discipline includes:

Employees, including Business Conduct Advisors, responding to a business conduct • Requesting others to breach BHP Billiton-mandated behaviour
concern are obliged to:
• Failing to raise promptly, known or suspected breaches of BHP Billiton policies,
• Treat all concerns seriously and, as far as possible, in confidence standards or procedures
• Respond to issues raised in a prompt and professional way, taking into account • Failing to cooperate in investigations of possible breaches regarding your own
Company policies, standards and procedures behaviour
• Provide accurate information and advice consistent with this Code, or seek the • Retaliation against another person for reporting a business conduct concern
advice of experts with the right knowledge and objectivity.
• Failing to demonstrate leadership and diligence to ensure compliance with BHP
Billiton behaviour and the law.
Breaches of the Code
Failing to comply with required BHP Billiton behaviours (as outlined in our policies,
Working with integrity... with our communities and our governments
standards and procedures) is viewed by the Company as a serious matter that must
be addressed by management and may lead to disciplinary action, up to and including Working with governments
BHP Billiton respects the authority of governments wherever we conduct business.
Supervisors and managers will be held accountable not only for their own business
We will maintain honest relationships with governments and their agencies, officials
conduct, but also for that of their staff.
and personnel.
Where, following an inquiry, BHP Billiton is satisfied that a breach has occurred, the
BHP Billiton’s ability to conduct business is directly affected by government
nature of any disciplinary or other action will be determined by relevant management,
decisionmaking, and it seeks to have open and constructive relationships with
in consultation with other appropriate sources of advice (for example, Human
governments. BHP Billiton regularly shares information and opinions with
Resources and Group Legal).
governments on issues that affect its operation. Such exchange of information and
The nature of any action will depend on the seriousness of the breach and other opinions is essential to informed decision-making by both governments and BHP
relevant circumstances. Examples of disciplinary action that may be taken include a Billiton.
discussion with a manager about desired behaviour, a verbal or written warning,
Employees and others who provide information to governments on behalf of BHP
counselling on misconduct, transfer to a position with a lower level of responsibility,
Billiton must ensure that all information is accurate and appropriate for the purpose.
suspension and dismissal.
Errors or omissions may damage BHP Billiton’s reputation and credibility and could be
If the situation involves a violation of law, the matter may also be referred to the illegal.
appropriate law enforcement authorities for consideration.
Employees and others who make representation on behalf of BHP Billiton on
In addition to failing to comply with required BHP Billiton behaviours, misconduct that government matters must comply with all applicable laws and regulations relating to

corporate participation in public affairs. • Offering or accepting gifts or hospitality or requests to reimburse costs when
dealing with government officials, so as to protect the reputation of BHP Billiton
Always...
against allegations of improper behaviour
• Be truthful, accurate, cooperative and courteous when dealing with government
• Negotiating for the employment of a government official or government official’s
or regulatory agency officials
family members while the official has the ability to influence decision-making
• Notify and seek advice from your business’s most senior manager and your about BHP Billiton
Group Legal representative if you receive a non-routine request from a
• Employing government security forces to manage a BHP Billiton site or asset-
government or regulatory agency official
based security as there can be potential for negative interactions between
• Stand firm against possible corruption and be aware that it may be more complex government security forces and host communities.
and take longer to do business in countries where government officials or others
may not be paid as well or as promptly as their counterparts in wealthier nations.
Working with integrity... with our business partners
Never... Bribery and corruption

• Offer anything of value to a government official to obtain an actual or perceived
BHP Billiton prohibits bribery and corruption in all its business dealings in every
improper advantage
country. Bribery involves making a payment of any value to any person deliberately to
• Fail to meet proper and legal government contract requirements, such as failing distort a proper decision-making process, to influence a person’s decision, to
to perform required tests and inspections, without the written approval of the encourage them to secure an improper commercial advantage, or to enter into a
authorised government official dishonest arrangement.
• Attempt to obstruct the lawful collection of information, data, testimony or records Most countries have laws prohibiting bribery and corruption. Many countries have laws
by appropriately authorised government or regulatory officials or hinder the lawful that prohibit this even when it is committed outside the country.
and proper provision of such information by another employee
A breach of these laws is a serious offence, which can result in fines on the Company
• Take action against anyone who lawfully and properly cooperates with and employees and the imprisonment of employees. Even the appearance of a
government or regulatory agencies. breach of these laws can have a serious reputational impact on the Company.
The health and safety of those working for BHP Billiton is paramount. If you have good
reason to believe that you cannot escape serious harm unless you meet a demand for
Be cautious of...
payment, it would be permissible to make such a payment. You must report such
• Accepting information about a government’s competitive selection of a supplier or incidents to your supervisor or manager without delay. The incident must then be
a competitor’s bid or proposal (unless the government has specifically and reported to Group Legal and your Customer Sector Group President or Group
lawfully authorised the release of the information) Function Head.

Facilitation payments Reports on facilitation payments must state:

BHP Billiton discourages the making of facilitation payments, which are payments • why the payment was unavoidable
involving small sums to low-level government officials to obtain routine services to
• the amount
which BHP Billiton is otherwise legally entitled.
• date
In some countries, the law contains an exception to allow the making of such
payments. • purpose
This exception exists in the US and Australia, but not in the UK. If facilitation • recipient of the payment.
payments are made anywhere in the world, both BHP Billiton and any individual
concerned may be held criminally liable under UK law. However, UK Trade &
Investment has said that: ‘Blanket exceptions are always liable to misuse and we do Always...
not think it is appropriate to make an exception to facilitation payments. However, we
• Conduct appropriate due diligence in selecting and engaging third parties
do not envisage any circumstances in which the making of a small facilitation
payment, extorted by a foreign official in countries where this is normal practice, would • Communicate our anti-bribery requirement to third parties via a formal contract
of itself give rise to a prosecution in the UK. ’ and ensure that third party activities are monitored and audited over the life of
their contract
In countries where we are likely to experience requests for facilitation payments, clear
guidance will be issued by the relevant Customer Sector Group President or Group • Make sure you fully understand applicable legal requirements, the recipient’ s own
Function Head as to whether a facilitation payment may be made and in what rules and our approach to offering or accepting gifts and hospitality
circumstances.
• Ensure that all expenditure is accurately recorded
If you are asked to make a facilitation payment you must:
• Anticipate and plan in advance for new or potential circumstances where bribery
• Act in accordance with the relevant country guidance. If the circumstances fall or corruption may occur
outside the endorsed guidance, then you must notify your manager immediately
• Acknowledge the necessity of compliance with anti-bribery laws when setting key
to enable them to assess whether the payment is permitted and to obtain any
performance indicators (KPIs) and do not penalise individuals and teams for
legal advice
failing to meet KPIs as a result of such compliance
• Promptly report the request to your supervisor or manager.
• Immediately report any indication of improper payments or a concern you may
have regarding the legitimacy of a payment in cash or in-kind that BHP Billiton is
intending to make. If you are dissatisfied with the outcome of the discussion, raise
the matter with a more senior manager, your relevant Group Legal
representative or contact the Business Conduct Advisory Service.

Never... Conflict of interest

• offer anything of value to a government official or other person to obtain an actual BHP Billiton respects the privacy of its employees. However, on the job or in your
or perceived improper advantage personal time, nothing you do should conflict with your responsibility to BHP Billiton or
compromise, or appear to compromise, the quality of your work performance, your
• Allow secret commissions, ‘kick-backs’ or similar corrupt payments to be made.
commitment to your work and your ability to make impartial business decisions.
This includes arrangements made with politically influential individuals,
companies or organisations where the fees are disproportionate to the legitimate A conflict of interest arises when an employee is in a decision-making position and
services offered participates in an activity or acquires another interest or loyalty that jeopardises, or
could jeopardise, his or her judgement, objectivity or independence.
• Make a payment to any person (in cash or in-kind) for a service for which BHP
Billiton is not normally entitled. Examples include paying a public official to work Conflicts of interest can arise in many ways, but common examples involve:
overtime, to work during local holidays or to undertake duties beyond the scope
• Holding outside jobs and affiliations
of their normal job description
• Jobs and affiliations of close relatives
• Do anything to encourage or facilitate someone else, including an agent or
representative of BHP Billiton to make an improper payment • Investments
• Establish an unrecorded ‘slush’ fund. • Offering or accepting gifts and hospitality
• Pursuing BHP Billiton business opportunities for personal gain.
Be cautious of...
• Agreeing to demands for facilitation payments to expedite a routine administrative Business dealings and personal relationships that cause or may cause conflicts of
action interest or create the appearance of a conflict or potential conflict with an individual’s
obligations to BHP Billiton must be avoided.
• A commission that is disproportionate to the services provided
You must excuse yourself from any decisionmaking process where you have an
• Any request to make a payment that appears suspicious or to a name not related
interest that influences, or may be perceived as influencing, your ability to make an
to the transaction, including but not limited to a charity or foundation
objective decision and to fulfil your responsibilities to BHP Billiton.
• Background information about existing or potential third-party representatives that
You must promptly advise your supervisor or manager in writing of any outside
suggest they may be undertaking activities that could be considered improper.
activities, financial interests or relationships that may involve you either in an actual
conflict of interest or the appearance of one.
Your supervisor or manager will ensure that the matter is properly reviewed. This will
include considering whether it is appropriate for you to resume any discussions or
activities that involve the conflict.

Always... or hospitality would be appropriate or desirable

• Conduct all business relationships in a professional, impartial and competitive • Misuse BHP Billiton resources or your position or influence at BHP Billiton to
manner promote or assist an external activity
• Avoid business dealings and personal relationships that cause or may cause • Personally pursue or undertake any opportunities BHP Billiton could have an
conflicts of interest (actual or potential) or create the appearance of a conflict with interest in and that are identified through your position at BHP Billiton or use of
your obligations to BHP Billiton BHP Billiton information or property.
• Advise your supervisor or manager in writing of any outside activities, financial
interests or relationships that may either involve you in a conflict of interest or the
Be cautious of...
appearance of one
• The offer of personal discounts or other benefits from suppliers, service providers
• Obtain appropriate approval before accepting an officer or director position with
or customers that the general public or your peers do not receive, unless this has
another company or organisation
been organised by your operation’s approved social club
• Exercise good judgement when deciding to offer or accept gifts and hospitality
• Investing in a competitor, customer, partner or supplier of BHP Billiton. While
• Excuse yourself from any decision-making process where you have an interest such activity would not automatically create a conflict of interest, a conflict could
that influences, or is perceived as influencing, your ability to make an objective arise, for example, if an employee has a material financial interest in a BHP
decision and to fulfil your responsibilities to BHP Billiton. Billiton supplier, as well as the authority to influence BHP Billiton contracts with
that supplier.
Never...
Gifts and hospitality
• Hold positions in organisations that have business dealings with BHP Billiton
(including competitors, customers or suppliers, or your own or family business) if Offering or accepting gifts and hospitality is a legitimate contribution to building good
you are in a position to influence transactions or if the relationship itself creates business relationships. It is important, however, that gifts and hospitality never unduly
an actual, potential or perceived conflict of interest influence business decision making or cause others to perceive an undue influence.
• Hire, promote or directly supervise a close relative, unless this has been BHP Billiton employees must exercise the utmost care when offering or accepting
specifically authorised gifts and hospitality in order to protect their reputation and BHP Billiton’s reputation
against allegations of improper behaviour and to ensure that bribery laws are not
• Offer or accept gifts or hospitality from an organisation involved in a bid or tender
breached.
with BHP Billiton
Offering or accepting gifts and hospitality must always be done in accordance with the
• Request a personal gift or hospitality of a supplier, customer or partner. This
law and local business practice – for example, where the exchange of gifts is
includes both direct requests and giving the impression that the offering of a gift
customary and the gifts are appropriate for the occasion – and be disclosed to your

supervisor or manager. competitive behaviour.)

In principle, gifts and hospitality should only be offered or accepted if they are • Gifts or hospitality of an inappropriate nature (for example, sexually oriented) or
occasional and of modest value. Determining what is occasional a nd modest value is at inappropriate venues
a matter of judgement. As a guide, the higher the monetary value of the gift or
• Gifts and hospitality not designed to further a valid business purpose or
hospitality, the greater the level of transparency that is required. Gifts and hospitality
relationship.
should be disclosed to your supervisor or manager.
Tips (or gratuities) should be paid according to local customs and practices, and not
be excessive or more than local standards. Always...
Gifts or hospitality of any kind must not be solicited from a supplier, customer or other • Ensure gifts and hospitality are modest and comply with applicable laws,
party with whom BHP Billiton conducts business. regulations, and local customs. Use good judgement in deciding what is ‘modest’,
bearing in mind that the local value of what is ‘modest’ is relative and is a function
As a general rule, offers to employees of sponsored travel are to be rejected (frequent
of the average local income and standard of living
flyer redemption travel is not considered an offer). If there is a valid business purpose
to attend an event or function, BHP Billiton will pay for any travel and/or • Ask what the recipient’s employer’s policy is and take that into consideration in
accommodation costs. Where practical alternative means of travel or attendance at offering gifts or hospitality, especially to government officials
BHP Billiton expense are not available, you should refer the matter to a senior
• Clearly articulate BHP Billiton practices on the offering and accepting of gifts and
executive for consideration. Sponsored travel is not made acceptable by being
hospitality at the beginning of new business relationships, especially where
undertaken during a period of leave.
cultural norms may be different to those outlined in the Code
In some limited circumstances, as part of an approved BHP Billiton-hosted event or
• Assess the potential for a conflict of interest when offering or accepting gifts or
sponsorship program, the cost of travel and accommodation associated with hosting
hospitality
BHP Billiton business partners may be met by BHP Billiton where there is a clear
business case to do so. • Be prepared to decline politely any offer not in line with our practices
It is prohibited to offer or accept: • Regard gifts or hospitality received through an intermediary as the same as those
given directly.
• Loans, cash or personal cheques
• Product or service discounts that are not available to all employees, unless
arranged by a BHP Billiton-approved social club Never...
• Gifts, favours or any form of hospitality or entertainment in return for, or in • Accept or offer prohibited gifts and hospitality
exchange for, business services or information. (Such action may create an
• Accept or offer gifts, favours or hospitality from any organisation involved in a bid
actual or perceived conflict of interest or may give the impression of anti-
or tender with BHP Billiton. (This does not include working meals provided by
advisors or consultants acting for the Company)

• Request a gift or hospitality of any kind from a supplier, customer, partner or

other party with whom BHP Billiton does business (this includes both direct
requests and giving the impression that the offer of a gift or hospitality would be
appropriate or desirable)
• Personally pay for a gift or hospitality in order to avoid complying with BHP
Billiton standards.
Be cautious of...
• Exchanging gifts or entertainment with representatives of BHP Billiton’s
competitors, as such action may create an actual or perceived conflict of interest
or may give the impression of anti-competitive behaviour.

184. PepsiCo
PepsiCo Corporate Sustainability Report 2006 ~ 20071 Policy, Equal Employment Opportunity Policy, Environmental Policy, Human Rights
Workplace Policy, Information Security Policies and Travel and Entertainment Policy.
Code of Conduct These policies apply to all of our associates worldwide.
PepsiCo has had a Code of Conduct since 1976. It is regularly updated and it applies Specific employees, including management and any individual with access to
to all employees and to all divisions and subsidiaries. It is communicated to all our sensitive information or in a position to acquire goods and services, are required to
employees annually. PepsiCo’s Code of Conduct is made available on-line and in 30 complete mandatory web-based training on our Code of Conduct and to certify their
languages. compliance with the Code. Each year, we distribute and communicate the Code to
Our Code of Conduct includes sections on: employees. In addition, we regularly communicate and reinforce our Code of Conduct
and our Values through a variety of means, including in-person training, Town Hall
• PepsiCo’s Mission meetings, articles in our daily in-house e-newsletters, information on our intranet,
• Respect for Our Employees/Diversity management presentations and awards for ethical behavior.
• Customers, Suppliers and Competitors In 2005, PepsiCo established a compliance and ethics leadership structure,
appointing a Vice President, Deputy General Counsel, Business Practice and
• Global Relations Compliance, who is focused on business practices, ethics and compliance.
• Business Gifts and Payments In the event of a breach of the Code of Conduct, appropriate disciplinary action is
• Health and Safety Environment taken, ranging from counseling to termination, depending on the type and seriousness
of the matter. PepsiCo’s outside auditor receives reports regarding potentially
• Political and Community Activities and Contributions significant violations that relate to fraud, accounting, auditing and internal control
• Conflicts of Interest matters. The Audit Committee also receives regular reports regarding compliance with
the Code of Conduct. In order to maintain the confidentiality and anonymity of
• Insider Trading and Proprietary Information PepsiCo’s hotline, PepsiCo does not publicly report on breaches of its Code of
• Accounts and Record Keeping Conduct or other policies.
• Protection and Use of Company Assets Any reports of potential corruption are investigated immediately under the direction of
the Law Department. If employees are found to have engaged in questionable
• Reporting Code of Conduct and Other Ethics Issues behavior they will be disciplined accordingly. When appropriate law enforcement
• Responsibility for Compliance authorities are notified, PepsiCo cooperates with law enforcement activity to the fullest
extent possible.
Anti-corruption policies and procedures are included in our Code of Conduct. In
In addition to our Code of Conduct, we have specific policies regarding key topics addition, PepsiCo’s International Anti-Bribery Policy was communicated to all
such as the International Anti-Bribery Compliance Policy, Anti- Corporate and PepsiCo International employees in 2006 and web-based training was
Harassment/Discrimination Policy, Customer Trade Agreement Policy, Disclosure provided to approximately 15,000 employees on this Policy in 2007.
1 Source: http://www.pepsico.com/Downloads/Sustainability-2007.pdf

Speak Up WORLDWIDE CODE OF CONDUCT 1

To promote high ethical standards and open communication across a global BUSINESS GIFTS AND ENTERTAINMENT
organization, we ensure that employees have clear lines of commu nication to report
potential issues. We have a telephone hotline called “Speak Up” for this purpose. It is Our business decisions are made on merit. Therefore, we will never give or offer,
accessible from around the world at no charge to employees. To further ensure an directly or indirectly, anything of value to a third party, including a government official,
environment that fosters open communications, employees may remain anonymous. political party or candidate, to corruptly influence that person’s business decision or
The availability of the Speak Up line is communicated across PepsiCo. Types of gain an unfair advantage. We will observe PepsiCo’s International Anti-Bribery Policy
incidents that may be reported through the Speak Up line include, but are not limited at all times.
to: Giving gifts or entertainment to governmental officials is highly regulated and often
• Employee mistreatment prohibited. Such gifts and entertainment should not be provided unless you have
received Law Department approval. Gifts or entertainment given to or received from
• Discrimination, including sexual harassment customers or suppliers must never influence, or appear to influence, business
• Product tampering decisions. There must be a legitimate business purpose for any business gift or
entertainment, it must be in good taste and it must be consistent with the law, with the
• Substance abuse giver’s and receiver’s policies, PepsiCo’s policies and your function/division policies
• Falsifying Company records (including the Travel and Entertainment Policy). If business gifts are permitted under
your function/division policies, they must be nominal in value and frequency.
• Accounting irregularities Customer and supplier meals and entertainment must be reasonable in cost and
• Questionable business practices frequency and consistent with guidelines established by PepsiCo or your
function/division.
• Fraud or theft
REPORTING POTENTIAL VIOLATIONS OF THE CODE OF CONDUCT
• Criminal conduct
PepsiCo expects its employees, contractors, agents, customers and suppliers to
• Impermissible gifts promptly report any conduct or situation that she/he believes conflicts with this Code
• Safety hazards or violates a local, state or federal law to their immediate supervisor, Human
Resources or through the PepsiCo Speak Up line at:
• 1-866-729-4888 (from the U.S., Canada, Puerto Rico and U.S. Virgin Islands)
For a list of phone numbers for all other countries, go to:
• http://www.pepsico.com/PEP_Citizenship/CodeofConduct/SpeakUp/index.cfm
1Source: http:// www.pepsico.com/Downloads/Worldwide-Code-Of-Conduct/ENGLISH_08.pdf

Reports can be made anonymously, and the Speak Up line is available toll-free 24
hours a day. PepsiCo is committed to reviewing any report made in good faith in a
prompt manner and taking remedial action when appropriate. Every affected
employee is required to fully cooperate with any inquiry that results from any reported
conduct or situation.
PepsiCo is also committed to protecting the rights of those individuals who report
these issues to PepsiCo. Any PepsiCo employee who is found to have engaged in
retaliation against any employee who has exercised his/her rights under this Code or
under applicable laws will be subject to appropriate remedial action. In addition, those
individuals who violate applicable law may also be subject to civil and criminal
penalties.

185. Landesbank Baden-Württemberg
Sustainability Report 2006/2007. 1 risks of involvement of such illegal activities. They provide the bases to further
develop specific policies and operational procedures within each business line, and
With updated 2007 Environmental Statement. support their implementation. Furthermore, they support the foreign offices to meet
group wide standards.
Corporate Governance All international branches and subsidiaries are required to meet LBBW’s stringent
Corruption standards and must also comply with all applicable local laws and regulations of each
jurisdiction. LBBW is supervised by the banks money-laundering officer who is
Risk is generally the focus of system and functional audits at LBBW. These audits responsible for ensuring LBBW is in compliance with money laundering deterrence
also regularly include random testing to ensure proper settlement of business and detection procedures. These procedures include the review of customer
transactions. The regularity audit also includes corruption issues. transactions for consistency with their normal legitimate business and personal
During the period under review, we did not discover any incidents of corruption among activities. Unusual transactions are reported to the criminal investigation department.
our employees. For this reason, no personnel measures were implemented in this All staff are regularly required to read and acknowledge the general instructions on
regard. money laundering. The guidelines require that staff be alert to and report any illegal,
suspicious or unusual activities.
All staff are required to complete a group-wide technology-based Anti-Money-
Laundering training programme customized which is tailored to job-specific tasks
USA Patriot Act – Anti Money Laundering² according to job-responsibilities, line of business and legal jurisdiction.
Money laundering Deterrence and Know your Customer Corporate The Federal Republic of Germany also is a member of the Financial Action Task
Policy/Correspondent Accounts for foreign Banks Force on Money Laundering.
The information contained in this Certification is sought pursuant to Sections 5318(j) For further confirmations, please contact the Bundesanstalt für
and 5318(k) of Title 31 of the United States Code, as addes by sections 313 and Finanzdienstleistungsaufsicht » (www.BAFIN.de » ), Grauheindorfer Straße 108,
319(b) of the USA PATRIOT ACT of 2001 (Public Law 107-56) Landesbank Baden - 53117 Bonn.
Württemberg a public sector bank is fully answerable to the German supervisory
authorities.
In Germany the legislative body as well as the supervisory autho rities have set high
standards to prevent money laundering, terrorism and organized criminal activities.
LBBW has carefully incorporated these standards and developed extensive anti-
money-laundering and anti-terrorist-financing -policies and -procedures. The relevant
procedure manuals define at high level the policies and principles for managing the
1 Source: http://www.lbbw.de/imperia/md/content/lbbwde/engagement/nachhaltigkeit/sustainability_report_2007.pdf
²Source: http://www.lbbw.de/lbbwde/1000008166-en.html

188. Intel
Intel 2007 Corporate Responsibility Report 1 How We Manage Our Supply Chain
1 Source: http://download.intel.com/intel/cr/gcr/pdf/07CR_report.pdf


Intel Code of Conduct 1 • Participating in or influencing an Intel decision that may result in a personal gain,
gain for an immediate family member, or gain for someone with whom we have a
Intel Follows the Letter and Spirit of the Law close personal relationship
• Making use of business opportunities discovered or learned through the use of
Bribery and Anti-Corruption Intel property, information, or our positions at Intel that may result in a personal
Many countries have bribery and other anti -corruption laws that are intended to gain, gain for an immediate family member, or gain for someone with whom we
prevent companies and individuals from gaining an unfair advantage and from have a close personal relationship
undermining the rule of law. We must never offer or accept bribes or kickbacks, and • Owning a significant interest in any business that does or is seeking to do
must not participate in or facilitate corrupt activities of any kind. business with Intel or is in competition with Intel, when the ownership might dilute
This prohibition on offering or paying bribes also applies to third parties acting on our loyalty to Intel
Intel’s behalf, such as contractors or consultants. We must never engage a third party • Supervising an immediate family member or someone with whom we have a
who we believe may attempt to offer a bribe to conduct Intel’s business. close personal relationship
When doing business with governments, consult with Intel Legal to be certain you are
aware of any special rules that apply, and obtain approval from Intel Legal before
providing anything of value to a government official. Gifts and Entertainment
Intel recognizes that exchanging business courtesies such as meals, entertainment,
Intel Employees Act in the Best Interests of Intel and Avoid Con flicts of Interest
routine promotional gifts, and other items can be a part of building strong business
relationships. At other times, such business courtesies are not appropriate.
Conflict of Interest Examples
Intel provides guidelines to help determine when accepting or offering such courtesies
Conflicts of interest typically arise in the following situations: may be appropriate and when to seek advice. As customs vary throughout the world,
• Conducting any non-Intel business that interferes with the proper performance of these guidelines may differ by country.
our roles at Intel, such as conducting non-Intel business during working hours; However, there are some principles that are fixed and apply worldwide:
utilizing Intel confidential information, specialized skills or knowledge gained as
an Intel employee; or using Intel property or equipment for non-Intel uses • We do not offer or accept a bribe, that is, anything designed to obligate a person
to act improperly with regard to Intel’s business
• Offering or accepting a gift, entertainment, or other payment that could be viewed
as a bribe • We do not offer or accept cash or cash equivalents without approval
• Accepting any personal benefit that is or could be interpreted as being given to us • We never participate in any business entertainment activity that would violate the
because of our role or seniority at Intel or because the donors believe we might law or embarrass Intel by its public disclosure
be in a position to assist them in the future • We consult our Intel Legal representative before offering anything of value to
1 Source: http://www.intel.com/intel/finance/docs/code-of-conduct.pdf

government or political party officials, as such gifts and entertainment are strictly or actual violations of the law, the Code, or other Intel guidelines, so they may be
regulated and often forbidden entirely investigated. Intel takes all reports seriously, looks into the matter, and takes
appropriate action.
• We do not seek favors directly or indirectly, such as gifts, entertainment,
sponsorships, or contributions from organizations doing business or seeking to do Non-Retaliation Policy
business with Intel
Intel does not tolerate any retaliation against anyone who in good faith reports
If you have questions, consult Intel Legal. possible violations of law, the Code, or other company guidelines, or who asks
questions about on-going or proposed conduct. Employees who attempt to retaliate
will be disciplined.
Asking Questions and Reporting Concerns
Employees who believe they have experienced retaliation for reporting possible
Each employee is responsible for reading, understanding, and following the Code. violations should contact a local representative in Human Resources or Intel Legal.
Anyone who violates the code is subject to discipline, up to and including termination
of employment. Anyone who violates the law may also be subject t o civil and criminal
penalties.
To help Intel conduct business with uncompromising integrity and professionalism,
every employee has the duty to report possible violations of the law, the Code, and
other company guidelines.
Ways to Seek Guidance and Report Concerns
Because the Code cannot address every situation, you will need to seek guidance
whenever unsure of the correct course of action. Intel offers many ways to get
information and ask questions about the Code.
Consistent with Intel’s Open Door process, address the issue with your manager or
with any other person in the management chain, including the Executive Office or any
officer of the corporation.
Address ethics and legal questions and concerns with the internal groups who
specialize in handling such issues at Intel, including Internal Audit, Intel Security, Intel
Legal, and Human Resources Legal.
Report concerns using the Ethics Reporting Form at EthicsandCompliance.intel.com,
which allows for anonymous reporting. You have an obligation to report any potential

189. Canon
Canon Sustainability Report 2008 1
Management Systems - Compliance
Promoting Employee Awareness

Canon Inc. and its Group companies in Japan hold a Compliance Week twice
annually—once in each half of the fiscal calendar—providing employees the
opportunity to contemplate the meaning of compliance and corporate ethics and
reflect on how it affects them personally. Every year during Compliance Week, over
40,000 employees take part in workplace meetings to discuss issues related to
corporate ethics.
In 2007, employees confirmed that their actions were appropriate for their workplaces
and areas of responsibility, examining product quality and compliance with rules and
standardized practices. Opinions received from different divisions are analyzed and
provided to employees as feedback, leading to further improvemen ts.
Canon ’s Compliance Hotline and Monitoring
Canon Inc. maintains a Compliance Hotline and works to prevent illegal behavior. The
Compliance Hotline guarantees strict confidentiality and ensures that a caller’ s career
is not jeopardized in any way. Employees may also contact any director or corporate
auditor by e-mail, not just the departments in charge of compliance. The company has
set up hotlines at all Group companies in Japan and at major Group companies
outside Japan.
Canon Inc. regularly monitors the correspondence and disclosures made through the
hotlines. Issues that have the potential to have a material impact on management are
reported to the Corporate Ethics and Compliance Committee.
1 Source: http://www.canon.com/environment/report/pdf/report2008e.pdf

190. Altria Group
Altria Code of Conduct for Compliance and Integrity 1 • Careful scrutiny of any request for an overpayment.
Conducting Business
“Know Your Customer” Guidelines. We strive to do business with firms or individuals
Money Laundering And Contraband that share our standards for compliance and integrity. You should consult your
company's policies for standards for selecting and approving customers and other
Products traded in violation of excise tax, customs or other fiscal laws have different business partners.
names —“contraband,” or “smuggled goods” are among them. Law enforcement
officials are appropriately concerned about contraband trade and its connection with At a minimum employees must:
another criminal activity—“money laundering.” The policy for all Altria Group • Assess potential customers and vendors and, to the extent possible, confirm that
companies is clear: We will not condone, facilitate or support contraband or money they maintain a physical business presence and are engaged in legitimate trade.
laundering; and we will help law enforcement agencies and federal and state
governments prevent illegal trade involving our companies ’ products. • Be alert to customers’ business practices.
What Is Contraband? Contraband — sometimes called “smuggled goods” — are • Report any violation of your company's compliance policies to your supervisor,
goods traded in violation of tax or customs laws. compliance officer or Law support.
What Is Money Laundering? Money laundering is the process by whi ch individuals or

entities try to conceal illicit funds, or otherwise make the source of their illicit funds Promptly report suspicious transactions or activities by any customer to your
look legitimate. company’s compliance officer, the Altria Chief Compliance Officer, Compliance &
Monetary Receipts. Each Altria company should take appropriate measures to avoid Integrity or Law support.
receiving cash or cash equivalents that are the proceeds of crime. Conducting Business With The Government
You should consult your company’s policies or Finance support for guidance on topics Each year, Altria Group operating companies do business with governments.
such as:
While integrity is the foundation for all dealings with customers and suppliers, special
• Acceptable forms of payment. rules apply when conducting business with the government — rules that are in some
• Requirements that all payments be in the currency of the invoice. cases very different from those that apply in dealing with a commercial customer.
Acceptable business practices in the commercial business environment, such as
• Prohibitions against third-party payments except in limited circumstances. providing transportation, meals, entertainment or other things of value, may be entirely
• Compliance with all reporting and recording rules, such as reporting cash unacceptable and may even violate applicable law when we are dealing with
transactions over $10,000 to U.S. authorities. government employees or officials, or those who act on the government’s behalf.
• Requirements that payments for each invoice or group of invoices be made by a

single instrument.
1Source: http:// www.altria.com/download/pdf/responsibility_Altria_Code_of_Conduct.pdf

Violations can result in criminal and civil penalties. Those involved in bidding on or U.S. Foreign Corrupt Practices Act and similar laws, prohibit bribes to government
providing service under a government contract need to know these rules. officials (such as political candidates, political parties and their officials, employees of
government-owned businesses, United Nations officials, etc.). A violation is a serious
Basic Rules Include:
criminal offense for both companies and individuals, which can result in fines, loss of
• Never seek or accept confidential bid information. business privileges and imprisonment. If you have any questions about the propriety
of any payment to or financial arrangement with any government official or agent,
• Never offer or provide gifts, gratuities or entertainment to an official or an
please consult your Law support.
employee of a government entity without prior written approval of your company’s
compliance officer, Law support, or the designated individual under your Bribery and Corruption Laws apply to all Altria Group companies, employees, agents
company’s governing policy. and representatives worldwide.
• Know and follow anti-kickback rules, including restrictions on gifts by those Forbid:
seeking business from the Government and from government contractors.
• Offering or giving anything of value to a government official for the purpose of
• Understand “most favored customer” pricing requirements and verify compliance. obtaining or retaining business, or for any improper purpose. This includes
payments to reduce taxes or customs duties.
• Conform strictly to the contract’s quality, quantity and testing requirements.
• Making improper payments through third parties — so companies must be
• Billings must always be accurate, complete, and in full compliance with all rules
diligent in selecting agents and partners. Additional care is needed if the
and regulations, including time and cost allocations.
prospective agent is — or is in association with — a government official.
• Be truthful, accurate and complete in all representations and certifications.
Require that companies keep accurate books and records so that payments are
• Don’t initiate any employment discussions with any current or former government honestly described and not used for unlawful purposes.
employee until first consulting with your Law support.
Altria companies require more of employees — bribes are prohibited to anyone,
• Many governments impose special restrictions on a company’s attempts to anywhere in the world, for any reason. Remember that it is your responsibility to avoid
influence any procurement-related determination. Recognize circumstances these prohibited actions.
under which your communications with government officials or employees may
NEVER:
raise issues under lobbying disclosure laws and seek advice from your Law
support to determine whether registration or reporting may be required. • Make an unauthorized payment, or authorize an improper payment or gift (cash
or otherwise) — directly or through an agent — to a government official.
• Induce a government official or anyone else to do something illegal.
International Bribery And Corruption
The laws of virtually all countries, as well as important extra-territorial laws such as the

• Ignore or fail to report any indication of improper payments, gifts or entertainment. Conflicts Of Interest, Gifts And Entertainment
• Establish an unrecorded fund for any purpose.
Receiving Gifts And Entertainment
• Make a false or misleading entry in company books.
Altria companies have many suppliers, and suppliers are vital to our companies’
• Do anything to induce someone else to violate these rules, or look the other way success. That is why relationships with suppliers and other third parties with which we
when there might be a violation. do business must be based entirely on sound business decisions and fair dealing.
Business gifts and entertainment can build goodwill, but they can also make it harder
to be objective about the person providing them. In short, gifts and entertainment can
Facilitating Payments. U.S. law permits certain “facilitating payments” to non-U.S. create their own conflicts of interest.
government employees. Altria discourages these, and a payment may be made only if
“Gifts and Entertainment” includes anything of value, such as discounts, loans, cash,
all the following conditions are met:
favorable terms on any product or service, services, prizes, transportation, use of
• You obtain approval from your Law support or as required by your company’s vehicles or vacation facilities, stocks or other securities, participation in stock
governing policy. offerings, home improvements, tickets, and gift certificates. The potential list is
endless — these are just examples.
• It is legal in the country in question.
NOTE: In some Altria companies or functions, more restrictive standards on gifts and
• It is necessary to obtain or expedite the performance of routine, nondiscretionary,
entertainment may apply. Employees of those companies or functions must not accept
legitimate, customary duties, such as mail delivery, scheduling inspections or
any gift or entertainment that violates those standards.
customs clearance.
Gifts and entertainment offered to Altria company employees and their close relatives
• It is requested by the government official.
fall into three categories:
• The payment is small (below $250) and is fully and accurately recorded on the
a) USUALLY OK
company’s books.
Some gifts and entertainment are small enough that they do not require approval.
• It does not relate to a decision to award business to, or to continue doing
Gifts or entertainment with a combined market value of $250 or less from any one
business with, the company.
source in a calendar year are in this category (as long as they do not fall into the
“Always Wrong” category, below). This means that as long as the following do not
total more than $250 from a single source in a calendar year, they do not require
In some countries all such payments are considered illegal and therefore should never
approval:
be made. Payments may never be made to any U.S. government emplo yee.
• Occasional meals with a business associate.
If you are involved in international business, contact Law support to make sure you
understand the standards that apply to your business activities, including the laws on • Ordinary sports, theater and other cultural events.
international bribery.
• Other reasonable and customary gifts and entertainment.

Similarly, accepting promotional items of nominal value, such as pens, calendars, and • Travel or entertainment lasting more than a day.
coffee mugs that are given to customers in general, does not require approval.
b) ALWAYS WRONG
In determining whether to approve something in the “Always Ask” category,
Other types of gifts and entertainment are simply wrong, either in fact or in supervisors and company compliance officers will use reasonable judgment and
appearance, so that they are never permissible, and no one can approve these. consider such issues as:
Employees may never:
• Whether the gift or entertainment would be likely to influence your objectivity.
• Accept any gift or entertainment that would be illegal or result in any violation of
• Whether there is a business purpose (for example, business will be discussed as
law.
part of the event in question).
• Accept any gift of cash or cash equivalent (such as gift certificates that are
• What kind of precedent it would set for other employees.
transferable or convertible into cash), bank check, money order, investment
securities, negotiable instrument, loans, stock or stock options. • How it would appear to other employees or people outside the company.
• Accept or request anything as a “quid pro quo,” or as part of an agreement to do
anything in return for the gift or entertainment.
Other Considerations on Gifts and Entertainment:
• Participate in any entertainment that is unsavory, sexually oriented, or otherwise
Notifying Suppliers and Customers. You should inform all persons with whom you are
violates our commitment to integrity, trust and respect.
doing or seeking to do business of this policy.
• Participate in any activity that you know would cause the person giving the gift or
What to Do if You Receive an Impermissible Gift. You must immediately return any gift
entertainment to violate his or her own employer’s standards.
of cash or cash equivalent such as gift certificates that are transferable or convertible
c) ALWAYS ASK into cash, bank check, money order, investment securities, negotiable instrument,
loans, stock or stock options. For other types of gifts over the “Usually OK” amount, if
For anything that does not fit into the other categories, it may or may not be
your company’s compliance officer determines that returning the gifts is impractical or
permissible to proceed; you will need to get written approval from your supervisor and
undesirable, you should turn the gifts over to the compliance officer for company use,
your company’s compliance officer or obtain permission according to other
sale or donation. Gifts such as a picture, desk set or the like may be used in your
established procedures at your company. Examples in this category include the
company office with the written permission of your compliance officer or according to
following, when paid by a current or potential supplier or customer:
established procedures at your company, but will remain company property. If
• Gifts and entertainment from a single source with a total fair market value over appropriate, a letter should be sent to the donor explaining your company’s policy with
$250 in any one calendar year. respect to gifts.
• Special events — such as a World Series or Super Bowl game (these usually
have a value of more than $250).

Gifts to Non-Governmental Business Contacts • Not recorded properly on company books.

Just as we have strict rules for receiving gifts and entertainment (see the "Receiving
Gifts And Entertainment" on pp. 13-15 in this Code), we must also be careful of how
Gifts to Government Officials or Employees
we offer them. Offering social amenities or business courtesies of a nominal value
such as modest gifts, meals and entertainment is common in the commercial world Gifts and entertainment offered or provided to government officials and government
and is meant to create goodwill and enhance business relationshi ps. employees directly or indirectly raise special risks. Never offer or provide any gift,
entertainment, or anything of value to a government official or employee that is illegal
Using good judgment and moderation, occasionally exchanging entertainment or gifts
or that would cause the official or employee to violate established ethics or other rules
of nominal value with a non-governmental business contact is appropriate unless the
governing his or her conduct. If your company has policies that cover providing gifts or
recipient ’s employer forbids the practice. Any courtesy should always comply with the
other things of value to government officials and employees, make sure you know and
policies of the recipient’s organization.
strictly follow your company’s policies and procedures. If your company does not have
Offering Gifts Over $250. To offer a gift over $250 to a non -governmental business specific policies and procedures covering such gifts, never offer, provide or approve
contact, you must obtain specific, prior written permission from your company’s such gifts, entertainment, or anything of value to a government official or employee
compliance officer, the senior officer in your company designated by the compliance without prior written approval of your Government Affairs Law support.
officer, or another appropriate individual consistent with your company’s approval
policy. Note, however, that some Altria companies may set the amount required for Where To Go For Help
approval at a lower value (for example, $100).
Integrity HelpLine
Some conduct is always off-limits — no exceptions. Never offer or provide a gift,
entertainment or anything of value if it is: Most issues can be resolved by direct communications between the affected parties.
However, if you are ever unsure about where to go, uncomfortable about using one of
• Illegal.
the other resources identified in the Code, or wish to raise a suspected or potential
• Known to be in violation of the rules of the recipient’s organization. non-compliance issue anonymously, call the Integrity HelpLine. The Integrity HelpLine
is operated by an independent company that reports the call to your company to
• Cash or other monetary instruments (such as bank checks, traveler’s checks,
enable it to respond to your concerns about compliance and integrity. The line
money orders, investment securities or negotiable instruments).
operates 24 hours a day/seven days a week.
• Unsavory, sexually oriented, or otherwise violates our commitment to integrity,
Please refer to the end of this Code for a listing of the Integrity HelpLine** numbers for
trust and respect.
the companies covered by this Code.
• A “quid pro quo ” (offered for something in return).
If you call the Integrity HelpLine, a call specialist will listen and make a detailed
• A gift over $1,000 — unless presented in a public presentation making it clear summary of your call. The information will then be forwarded to the appropriate person
that the recipient is being given the gift, for example, pursuant to a sales incentive (for example, your company’s compliance officer) to look into the matter. Compliance
program that is known and acceptable to the recipient’s employer. & Integrity works with the appropriate functions, such as Human Resources or Law, to
investigate and resolve issues. In addition, the Altria Chief

Compliance Officer reviews reports and actions taken on a regular basis and, when — and always follow them. Those who fail to follow these standards put themselves,
appropriate, reports to Altria Group senior management and the Audit Committee of their co-workers, their company and Altria at risk. They are also subject to disciplinary
the Altria Board of Directors. action up to and including termination.
Every effort will be made to give your call a quick response, especially when
circumstances make that important. If an investigation is undertaken, we will look into
the issue promptly and, whenever called for, see that corrective action is taken.
Any employee who, in good faith, seeks advice, raises a concern relating to a
potential compliance issue or reports suspected misconduct is following this Code —
and doing the right thing. Altria Group companies will not allow retaliation against that
person. Individuals engaging in retaliatory conduct will be subject to disciplinary
action, which may include termination. If you suspect that you or someone you know
has been retaliated against for raising a compliance or integrity issue, immediately
contact the Integrity HelpLine, your company’s compliance officer, the Altria Chief
Compliance Officer, or Compliance & Integrity.
We take claims of retaliation seriously. Allegations of retaliation will be investigated
and appropriate action taken.
The Integrity HelpLine allows you to raise concerns anonymously.
It assigns tracking numbers so that employees who do not want to give their name
can still check back to receive a response or provide more information. Of course,
giving your name can often help us look into´the matter, and as explained above,
Altria and its companies have a firm policy against retaliation for raising a good faith
concern under this Code.
What You Should Know About The Altria Code Of Conduct
Your Personal Commitment To Do The Right Thing

This Code represents a commitment to doing what is right. By wor king for an Altria
Group company, you are agreeing to uphold this commitment.
Understand the standards of the Code and the company policies that apply to your job

191. Bunge
Corporate Governance – Conduct1 described above do not strictly apply in the case of meals and entertainment,
those limitations are an indication of the reasonableness of the meals or
Conflicts of Interest entertainment. Any offer to a director, officer or employee of meals or
entertainment that seems inconsistent with normal industry practice in your
Business Gifts locality, inconsistent with local legal or fiscal requirements or which shall involve
travel or overnight lodging is subject to prior approval by the employee’s or
Acceptance by a director, officer or employee (or a member of his or her immediate officer’s supervisor and, in the case of a director, the Legal Department.
family) of gifts of a value that may appear to or tend to influence business decisions or
compromise independent judgement is prohibited. In certain environments, the • A director, officer or employee also should not accept any money or cash
exchange of limited non-cash business courtesies may be acceptable. Bunge does equivalents, or allow any member of their immediate family to accept anything
not seek, however, to improperly influence the decisions of its business constituents from any person with whom Bunge has a business relationship.
by offering business courtesies, just as Bunge requires that the decisions of its • Common sense and good judgment must be exercised when accepting business-
directors, officers and employees not be affected by having received a business related meals or anything of token value to avoid any perception of impropriety or
courtesy. Any business gift given by a Bunge employee must have the prior approval conflict of interest.
of the employee’s supervisor. Sales or marketing representatives may make business
gifts of their regular Bunge products or promotional items per established local policies
for the purpose of generating business goodwill. Following are s ome general Protection and Proper Use of Bunge Assets
guidelines for applying this policy:
All directors, officers and employees of Bunge are required to adhere to this Code.
• Do not accept a gift related to a Bunge business of more than token value. Even Directors, officers or employees who violate this Code will be subject to disciplinary
if the gift is less than token value, you should only accept it if it is consistent with action and possible dismissal.
common business practice. Any offer to a director, officer or employee of a gift or
other business courtesy that exceeds $50 in value, or that seems inconsistent
with common business practices, should be immediately reported to the
employee’s or officer’s supervisor and, in the case of a director, the Legal
Department. Directors, officers and employees must also immediately report any Corporate Governance²
offers of cash, a fee or kickback to the Legal Department.
Reporting Concerns
• Regarding meals and entertainment, a director, officer or employee may offer or
Bunge encourages employees and third parties who have knowledge of its activities
receive meals or simple entertainment provided that business is discussed and
and business practices to promptly report any instances of improper or questionable
that the activity has a clear business purpose. The guideline for the receipt of
accounting, internal accounting controls or auditing matters.
meals or entertainment shall be normal industry practice in your locality
consistent with local legal or fiscal requirements. Any activity that might be Concerns may be submitted on an anonymous and confidential basis by regular mail
considered lavish or extravagant is not permitted. While the gift value limitations to:
1 Source: http://phx.corporate-ir.net/phoenix.zhtml?c=130024&p=irol-govConduct
²Source: http://phx.corporate -ir.net/phoenix.zhtml?c=130024&p=irol-rprtviolations

• Global Head of Internal Audit,

Bunge Limited 50 Main Street
White Plains, New York 10606 USA
or
• Through a dedicated Internet-based system.

192. Tyco International
The Tyco Guide to Ethical Conduct 1 As with all disciplinary matters, principles of fairness and equity always apply.
Your Responsibilities Gifts - Appropriate Giving and Receiving
Your role begins but doesn’t end with understanding Tyco’s values and this guide. If It is inadvisable to accept or give any gifts or offers from anyone Tyco does business
any ethical or legal compliance issue arises that raises a question in your mind, you with. If the gift or offer is of significant value, accepting it can create the appearance of
have a responsibility to bring it forward. Speak with your supervisor, your Human a conflict of interest. It could be suggested or inferred that the gift-giver might receive
Resources representative, or your legal or audit department repr esentative. favorable or preferential treatment — such as purchase orders or better prices, terms,
or conditions of sale.
If you would feel more comfortable speaking with someone else, you can call Tyco’s
confidential, toll-free ConcernLINE at 800-714-1994. International phone numbers for This policy extends to vendors, suppliers, and customers, as well as entities or
ConcernLINE can be found at the back of this book. ConcernLINE is available seven individuals currently doing or seeking to do business with any Tyco entity.
days a week, 24 hours a day and is staffed by trained professionals. Translators also Generally, acceptable gifts are:
are available.
• Infrequent and not excessive in value; and
In addition to the ConcernLINE, we have established an Ombudsman– a Tyco
employee who is an independent, impartial, and totally confidential resource for our • Small enough so that you or the company are not embarrassed to discuss them.
employees, suppliers, investors or customers to raise and address compliance
concerns. The primary function of this office is to ensure that all compliance issues,
raised through any of the channels offered to you in this guide, are resolved quickly, Gifts, entertainment, and meals provided to government officials and employees must
fairly, and at the proper level in the organization. The direct line to the Office of the always be legal, reasonable, and never for the purpose of improperly influencing an
Ombudsman is 877 -232-4121. official decision.
Employees must be familiar with and must comply with all policies and limitations
GETTING started established by Tyco and the employee’s business unit regarding government officials
and employees.
Duty to Report/Failing to Call
Tyco requires employees to disclose on a gift-reporting form, any business gift, favor
You have a duty to report any violations of this guide and, while you may initially be or entertainment (other than business meals), given or received, that has a value of
reluctant to “get involved,” it’s important to note that failure to report violations can more than US $50. This form is available from your Human Resources Department.
have substantial consequences. In addition to the possibility of being held personally
liable for the legal or ethical violation (which may result in fines or even jail time), you Beware of Bribes
may be subject to disciplinary proceedings, including termination. So, when in doubt, While Tyco is careful about the companies it does business with, there’s always a risk
speak up. that a business associate may try to “buy your favor” — a nice way of saying bribery.
Violations may result in disciplinary action, up to and including termination and legal
prosecution.
1 Source: http://www.tyco.com/TycoWeb/WWW/Documents/pdf/tyco_guide_to_ethical_conduct.pdf

Any bribe or improper payment is prohibited. In addition to cash payments, bribes

include:
• Kickbacks or kickback schemes;
• Unexplained rebates; and
• Payments for advertising or other disguised allowances or expenses.
Business Relationships
It ’s important that all relationships with suppliers, customers, and other parties be
based on lawful, efficient, and fair business practices. Reasonable business
entertainment that is in the best interests of the company is allowed. Such
entertainment must always be conducted in an appropriate and lawful manner.
Doing Business with Government Organizations
The sale of goods and services to U.S. governments is heavily regulated. Tyco
employees involved in sales to governmental customers must take the necessary
steps to ensure that all government-related transactions and relationships comply with
applicable laws and regulations.
Tyco complies with the U.S. Foreign Corrupt Practices Act. Among other things, this
act prohibits employees from bribing any public official, government, or other
individual — regardless of nationality or local custom — to secure any concession,
contract, or favorable treatment for Tyco or the employee. Bribes include any
kickbacks or other unlawful payments.

194. Royal Bank of Canada
2007 Corporate Responsibility Report and Public Accountability Statement1 Product responsibility
Governance and ethics Responsible lending

RBC provides credit and banking services to companies in many industries.
Anti-money laundering policy
Our policies cover areas of concern, including environmental issues. For instance,
RBC is strongly committed to preventing the use of our financial services for money RBC will not support or finance transactions that are directly related to trade in, or
laundering or terrorist financing purposes. In 2007, every RBC employee worldwide, manufacturing of, material for nuclear, chemical and biological warfare, or landmines.
regardless of their role in the organization, took an anti-money laundering/anti-
terrorism financing course and exam. The course was tailored for each business, RBC has a number of anti-corruption policies which require us to apply appropriate
function and geography with material specific to the laws of 38 countries and scrutiny and monitoring measures to high-risk clients whose business activities are
jurisdictions in which we operate. Our Global Anti-Money Laundering Compliance known to be susceptible to criminal activity or have been designated as high-risk for
Group develops and maintains policies, guidelines, training and risk assessment tools money-laundering.
and models and other controls to help our employees protect RBC and our clients,
and to ensure we are managing ever-evolving money laundering and terrorism
financing risks. Our controls in this area incorporate Know Your Client rules
established by various regulators to ensure we properly identify our clients and protect Code of Conduct²
against the illegal use of our products and services.
Introduction
Reporting suspected irregularities
Based on the eight Guiding Principles established by RBC, Our Code of Conduct is for
RBC has long-established processes that enable employees around the world to
all RBC companies and applies equally to all employees.
report suspected breaches of our Code of Conduct, other irregularities and dishonesty
directly to our Ombudsman. Employees can report anonymously, confidentially and As every employee contributes to the process of compliance, it is your responsibility to
without fear of retaliation. familiarize yourself with the contents of this Code and with any of the more detailed
policies that may directly affect you or your work.
Specific to financial reporting practices, the RBC Reporting Hot line was established so
employees and third parties around the world can anonymously, confidentially and If, at any time, you are uncertain about the proper course of action, we urge you to
without fear of retaliation, report suspected irregularities or wrongdoing relating to discuss your concerns with your manager. Should you feel that this is not appropriate
accounting, auditing or internal accounting controls directly to the RBC Ombudsman. for some reason, you may also contact any of the key contacts listed in the Appendix.
The importance of Our Code of Conduct cannot be overemphasized. Your
understanding of it and your cooperation in adhering to it is critical to the integrity of
our industry and to maintaining the trust that our clients have placed in RBC.
1Source: http://www.rbc.com/responsibility/pdf/RBC-2007report-e.pdf
²Source: http://www.rbc.com/governance/pdf/RBCCodeOfConduct.pdf

Accordingly, any employee who fails to meet the standards set out in this Code will be environment where one party feels a sense of obligation to the other party or creates a
subject to corrective or disciplinary action, including immediate or eventual dismissal. real, potential or perceived conflict of interest. A modest value of approximately 100
local currency should be applied in assessing what is acceptable to give or to accept.
The term "RBC" has been used throughout this document to refer collectively to all
Gifts in the form of cash, bonds or negotiable securities, in any amount, may not be
RBC companies. In some instances, it may refer to individual employers.
accepted or given.
Upholding the Law
The value of business entertainment can sometimes exceed the guideline above,
Every RBC company and employee will, at all times, abide by the law and respect its since some commonly accepted business invitations include, for example, event
intent in the best interests of our clients, employees and shareholders. tickets (i.e. sports, arts, etc.). Therefore, in the case of business entertainment only, if
the value is likely to exceed the value of 100 local currency, the entertainment must
Laws, Rules and Regulations
still be considered moderate, must in no way create a sense of obligation or real or
Numerous laws, rules and regulations have been established to govern the operations perceived conflict of interest, and is to be of a style or value commonly accepted for
of financial institutions. RBC companies and employees are subject to, and are business occasions. If in doubt, as to what is considered acceptable, seek guidance
expected to comply with, the laws, rules and regulations of all countries in which they from your manager prior to accepting or extending an invitation.
operate, as well as the expectations and requirements of our various regulators.
The same considerations apply for payments, gifts or entertainment provided to
These laws include, but are not limited to, banking laws, securities laws and
employees as well as to those personally associated with employees, including friends
regulations, laws prohibiting the corruption of foreign officials, laws designed to
or relatives, where the motive could be perceived as attempting to influence the
combat money laundering and terrorist financing, as well as lobbying and employment
employee.
legislation.
As an employee:
We have designed all of our policies and procedures to ensure compliance with these
laws, regulations, rules, requirements and expectations. As an employee, your • You are to familiarize yourself with RBC’s enterprise-wide Policy on Gifts and
adherence to these policies and procedures is essential to ensuring we fulfill our Entertainment.
obligations. In some cases, you will be required to review and understand policies,
• You are not to be involved in any act that could be interpreted as seeking,
procedures and other guidance around compliance issues that relate to your job
receiving or dispensing a bribe, kickback or questionable payment. It is unethical
responsibilities and your obligations as an RBC employee. If in doubt, discuss with
and generally illegal.
your manager.
• You may supply or accept modest gifts, favours, entertainment or services
Objectivity provided they:
• do not consist of cash, bonds, or negotiable securities • are unlikely to be
Payments, Gifts, Entertainment
interpreted as a bribe or other improper payment
Employees are encouraged to consider the motive behind business gifts and
• conform with generally accepted ethical and legal standards as well as public
entertainment. Employees are to ensure that the practice is done only in the spirit of
disclosure requirements
business courtesy and relationship management and in no way crea tes an

• are reasonably considered customary and usual business practice Corporate Responsibility – Governance and Ethics1
• will not embarrass RBC or the recipient Anti-Corruption Policies
• meet the requirements of RBC’s Enterprise-Wide Policy on Gifts and RBC's Code of Conduct is a comprehensive document, covering topics including
Entertainment corruption and bribery. In addition, RBC has policies, programs and procedures in
place to combat corruption, including:
Individual Responsibility • Anti-Money Laundering

• Know Your Client (Client Due Diligence)
Retaliation
• Anti-Terrorism
RBC prohibits retaliation of any kind against an individual for making a complaint in
good faith, providing information in connection with an investigation, or as a result of • Economic Sanctions
the resolution of the complaint. Likewise, retaliation against individuals who have • Tax havens
exercised their legal rights is prohibited.
• Political Contributions and Lobbying
Appendix – Key Contacts
Informal Resources: These policies were reviewed in 2006 to reflect changes in RBC's standards as well
as the regulatory and industry environments. The policies are reviewed annually to
In addition to the Key Contacts listed above, the Employee Ombudsman is also ensure continued compliance.
available as a confidential and informal resource for employees. Contacting the
Employee Ombudsman does not eliminate an employee’s responsibility to formally RBC companies and employees are subject to the laws, rules and regulations of all
report violations of the Code of Conduct; rather it provides a forum for confidential and countries in which they operate. These laws include, but are not limited to, banking
off -the-record initial discussion of Code of Conduct or other work-related concerns. laws, securities laws and regulations, laws prohibiting the dealing with corrupt foreign
The Employee Ombudsman is not obligated to report details of any discussions to officials, as well as employment legislation. RBC complies with all regulations in the
RBC, nor does contacting the Employee Ombudsman constitute formal notice to RBC. jurisdictions in which it conducts business.
Internally, we have formal committees on process and technology solutions to address
risks. In addition, the Office of the Superintendent of Financial Institutions (OSFI),
Canada's primary banking regulator, audits our compliance with Canada's Proceeds
of Crime (Money Laundering) and Terrorist Financing Act, which demonstrates the
government's commitment to fight money laundering and contributes to international
efforts to detect, deter and prevent money laundering and seize criminal and terrorist
funds.
1 Source: http://www.rbc.com/responsibility/governance/anti-corruption.html

RBC provides ongoing training for employees with respect to money laundering and Anti-Terrorism Policy
terrorism financing through web based training, presentations, employee
As part of the global fight against Terrorist Financing Activities, countries around the
communications vehicles (newsletters, websites, meetings etc.) and conferences.
world have enacted regulations aimed at combating terrorism that typically prohibit
Anti-Money Laundering Policy dealings with certain entities and individuals, and require financial institutions to file
reports with regulators and other authorities as required.
RBC Financial Group companies are required to apply appropriate scrutiny and
monitoring measures to high-risk clients whose business activities are known to be RBC units and their directors, officers, and employees will not knowingly enter into
susceptible to criminal activity or have been designated as high risk for money transactions with, or provide or assist in providing, directly or indirectly, financial
laundering. Our Global Anti-Money Laundering Compliance Group is dedicated to the services to, or for the benefit of, states, entities, organizations and individuals targeted
by applicable anti-terrorism measures. Failure to comply with applicable anti-terrorism
continuous development and maintenance of policies, guidelines, training and risk
measures can result in fines against RBC and/or its directors, officers and employees,
assessment tools and models to help our employees deal with ever-evolving money
possible imprisonment for individuals and severe reputational consequences for RBC.
laundering and terrorism financing risks.
In order to effectively meet these requirements, RBC has implemented automated
RBC actively participates in global industry groups dealing with Anti-Money
systems for scanning client names against various terrorist and control lists daily,
Laundering and Anti -Terrorist Financing. We consult with Canada's national financial
including scanning of payments against OFAC and other control lists, as per Terrorist
intelligence unit, the Financial Transactions and Reports Analysis Centre of Canada
Financing regulations.
(FinTRAC) to ensure that we are effective in our reporting of prescribed transactions.
To enhance our anti-money laundering capabilities, we implemented an enhanced In 2007, every RBC employee worldwide, regardless of their role in the organization,
software system to detect, track and analyze transactions for suspicious activities. took an anti-money laundering/anti-terrorism financing course and exam. The course
was tailored for each business, function and geography with material specific to the
In 2007, every RBC employee worldwide, regardless of their role in the organization,
laws of 38 countries and jurisdictions in which we operate.
took an anti -money laundering/anti-terrorism financing course and exam. The course
was tailored for each business, function and geography with mate rial specific to the
laws of 38 countries and jurisdictions in which we operate. Our Global Anti-Money
Laundering Compliance Group develops and maintains policies, guidelines, training
and risk assessment tools and models and other controls to help our employees
protect RBC and our clients, and to ensure we are managing ever-evolving money
laundering and terrorism financing risks. Our controls in this area incorporate Know
Your Client rules established by various regulators to ensure we properly identify our
clients and protect against the illegal use of our products and services.

195. Kraft Foods
Kraft Foods Code of Conduct for Compliance and Integrity 1 We take claims of retaliation seriously. Allegations of retaliation will be investigated
and appropriate action taken.
Where To Go For Help
Can I Call Anonymously?
Integrity HelpLine The Integrity HelpLine allows you to raise concerns anonymously. It assigns tracking
numbers so that employees who do not want to give their name can still check back to
If after you have raised a concern with the contacts suggested above and have not receive a response or provide more information. Of course, giving your name can
been satisfied or are unsure about where to go, uncomfortable about using one of the often help us look into the matter, and as explained above, Kraft Foods has a firm
other resources identified in the Code, or wish to raise an issue anonymously, call the policy against retaliation for raising a good faith concern under this Code.
Integrity HelpLine number listed.
The Integrity HelpLine is operated by an independent company that reports the call to Conflicts Of Interest, Gifts And Entertainment
your company to enable it to respond to your concerns about compliance and
integrity. It operates 24 hours a day/seven days a week to report your concerns in any Receiving Gifts And Entertainment
language. Kraft Foods has many suppliers, and suppliers are vital to our company’s success.
What Happens When I Call? That is why relationships with suppliers must be based entirely on sound business
decisions and fair dealing. Business gifts and entertainment can build goodwill, but
If you call our Integrity HelpLine, a call specialist will listen and make a detailed they can also make it harder to be objective about the person providing them. In short,
summary of your call. The information will then be forwarded to the appropriate gifts and entertainment can create their own conflicts of interest.
individual in your company (for example, the Law Department, Human Resources
Department or your Compliance Officer) to look into the matter. “Gifts and Entertainment” means anything of value, including discounts, loans, cash,
favorable terms on any product or service, services, prizes, transportation, use of
Every effort will be made to give your call a quick response, especially when another company’s vehicles or vacation facilities, stocks or other securities,
circumstances make that important. If an investigation is undertaken, we will look into participation in stock offerings, home improvements, tickets, and gift certificates. The
the issue promptly and, whenever called for, see that corrective action is taken. potential list is endless — these are just examples.
We Will Not Tolerate Retaliation NOTE: In some functions or business units, more restrictive standards on gifts and
Any employee who, in good faith, lawfully and truthfully, seeks advice, raises a entertainment may apply. Employees must not accept any gift or entertainment that
concern or reports misconduct is following this Code — and doing the right thing. Kraft violates those standards.
Foods will not allow retaliation against that person. Individuals engaging in retaliatory Gifts and entertainment offered to Kraft Foods employees and their close relatives fall
conduct will be subject to disciplinary action, which may include termination. If you into three categories:
suspect that you or someone you know has been retaliated against for raising a
compliance or integrity issue, immediately contact the Integrity HelpLine, your local
Law or Human Resources Department, or your Compliance Officer.
1 Source: http://www.kraft.com/assets/pdf/KraftFoods_CodeofConduct.pdf
:

a) USUALLY OK c) ALWAYS ASK

Some gifts and entertainment are small enough that they do not require approval. For anything that does not fit into the other categories, it may or may not be
Gifts or entertainment with a combined market value of $250 or less from any one permissible to proceed; but you will need to get written approval from your supervisor
source in a calendar year are in this category (as long as they do not fall into the and your local Human Resources and Finance Departments, or your Compliance
“Always Wrong ” category, below). This means that as long as the following do not Officer. Examples in this category include the following, when paid by a current or
total more than $250 from a single source in a calendar year they do not require potential supplier or customer:
approval:
• Gifts and entertainment from a single source with an annual fair market value
• Occasional meals with a business associate. over $250.
• Ordinary sports, theatre and other cultural events. • Special events — such as tickets to a World Cup match or Super Bowl game
(these usually have a value of more than $250).
• Other reasonable and customary gifts and entertainment.
• Travel or entertainment lasting more than a day.
• Similarly, accepting promotional items of nominal value, such as pens,
calendars, and coffee mugs which are given to customers in general, does
not require approval.
In determining whether to approve something in the “Always Ask” category,
b) ALWAYS WRONG supervisors and company Compliance Officers will use reasonable judgment and
consider such issues as:
Other types of gifts and entertainment are simply wrong, either in fact or in
appearance, so that they are never permissible, and no one can approve these. • Whether the gift or entertainment would be likely to influence your objectivity.
Employees may never:
• Whether there is a business purpose (for example, business will be discussed as
• Accept any gift or entertainment that would be illegal or result in any part of the event in question).
violation of law.
• What kind of precedent it would set for other employees.
• Accept any gift of cash or cash equivalent (such as gift certificates, loans,
• How it would appear to other employees or people outside the company.
stock, stock options).
• Accept or request anything as a “quid pro quo,” or as part of an agreement
to do anything in return for the gift or entertainment. Other Considerations on Gifts and Entertainment
• Participate in any entertainment that is unsavory, sexually oriented, or Notifying Suppliers and Customers. You should inform all persons with whom you are
otherwise violates our commitment to mutual respect. doing or seeking to do business of this policy.
• Participate in any activity that you know would cause the person giving the What to Do if You Receive an Impermissible Gift. You must immediately return any gift
gift or entertainment to violate his or her own employer’s standards. of cash or cash equivalent such as a bank check, money order, investment securities
or negotiable instrument. For other types of gifts over the “Usually OK” amount, if your

management and Compliance Officer determines that returning the gifts is impractical • A gift over $1,000 — unless presented in a public presentation making it clear
or undesirable, you should turn the gifts over to the Compliance Officer for company that the recipient is being given the gift, for example, pursuant to a sales incentive
use, sale or donation. Gifts such as a picture, desk set or the like may be used in your program that is known and acceptable to the recipient’s employer.
company office with the written permission of your management and Compliance
• Not recorded properly on company books.
Officer but will remain company property. If appropriate, a letter should be sent to the
donor explaining company policy with respect to gifts.
Offering Gifts And Entertainment Gifts and entertainment to Government officials raise special risks. Never offer,
provide or approve such gifts, gratuities or entertainment without prior written approval
Just as we have strict rules for receiving gifts and entertainment (see “Receiving Gifts
of your Law Department, company management, and the Compliance Officer.
And Entertainment” on pp. 13–15 in this Code), we must also be careful how we offer
them. Offering social amenities or business courtesies of a nominal value such as Conducting Business
modest gifts, meals and entertainment is common in the commercial world and is
meant to create goodwill and enhance business relationships. Money Laundering And Contraband
Trading in products in violation of customs or fiscal laws has different names —
of nominal value with a non -Governmental individual or entity is appropriate unless the
“contraband,” “smuggling” or “tax evasion” are among them. Law enforcement officials
recipient ’s employer forbids the practice. Any courtesy should always comply with the
around the world are increasingly concerned about contraband and its connection with
policies of the recipient’s organization.
another criminal activity — “money laundering.” The policy for Kraft Foods is clear: We
Offering Gifts will not condone, facilitate, or support contraband or money laundering; and we will
help Governments prevent illegal trade involving our companies’ products.
You must always follow local, regional, functional or company policy on gift giving.
What Is Contraband? Contraband — sometimes called “smuggling” — is the illegal
Some conduct is always off-limits — no exceptions. Never offer or provide a gift,
trading of goods in violation of customs or tax laws.
entertainment or anything of value if it is:
What Is Money Laundering? Money laundering is the process by which individuals or
• Illegal.
entities try to conceal illicit funds, or otherwise make the source of their funds look
• Known to be in violation of the rules of the recipient’s organization. legitimate.
• Cash or other monetary instruments (such as bank checks, traveler’s checks, Kraft Foods has developed a Policy Statement on Compliance with Fiscal, Trade and
money orders, investment securities or negotiable instruments). Anti-Money Laundering Laws (“Fiscal Policy”), which should be reviewed for more
information. Two important topics in the Fiscal Policy are receipt of payments and
• Unsavory, sexually oriented, or otherwise violates our commitment to mutual
“know your customer” guidelines.
respect.
• A “quid pro quo ” (offered for something in return).

• Receipt of Payments. Kraft Foods supports anti-money laundering policies by who will consult with the Compliance Officer.
using certain procedures to avoid receiving cash or cash equivalents that are the
proceeds of crime.
The Government As Our Customer
Each year, Kraft Foods does substantial business with the U.S. and other
The Fiscal Policy:
Governments. While integrity is the foundation for all dealings with customers, special
• Specifies acceptable forms of payment. In most cases, cash is not acceptable. rules apply when a Government is our customer — rules that are in some cases very
different from those that apply in dealing with a commercial customer. Violations can
• Requires that all payments be in the currency of the invoice.
result in criminal and civil penalties.
• Prohibits third-party payments except in limited circumstances.
Those involved in bidding on or providing service under a Government contract need
• Requires compliance with all reporting and recording rules, such as reporting to know these rules.
cash transactions over $10,000 in the U.S.
Basic Rules Include:
• Requires that payments for each invoice or group of invoices be made by a single
• Never seek or accept confidential bid information.
instrument.
• Never offer or provide gifts, gratuities or entertainment without prior written
• Mandates careful scrutiny of any request for an overpayment.
approval of the Compliance Officer and the Law Department.
• Know and follow anti-kickback rules, including restrictions on gifts by those
“Know Your Customer” Guidelines. To help make sure that we only do business with seeking business from the Government and from Government contractors.
firms or individuals that share our standards for compliance and integrity, the Fiscal
• Understand “most favored customer” pricing and verify compliance.
Policy sets standards for selecting and approving customers and other business
partners. • Conform strictly to the contract’s quality, quantity and testing requirements.
The Guidelines require employees to: • Billings must always be accurate, complete, and in full compliance with all rules
and regulations, including time and cost allocations.
• Assess the integrity of potential customers.
• Be truthful, accurate, and complete in all representations and certifications.
• Communicate with customers about our compliance expectations.
• Continue to be aware of and monitor customers’ business practices.
• Don’t initiate any employment discussions with any current or former Government
• Refuse to do business with and provide no assistance to those suspected of
employee until first consulting with your Law Department.
wrongdoing related to our products in particular.
• Report any violation of the Fiscal Policy to your Finance and Law Departments,

International Bribery And Corruption • Ignore or fail to report any indication of improper payments, gifts or entertainment.
The laws of virtually all countries in which Kraft Foods operates, as well as important • Establish an unrecorded fund for any purpose.
extra-territorial laws, such as the U.S. Foreign Corrupt Practices Act and similar laws,
• Make a false or misleading entry in company books.
prohibit bribes to foreign Governments and other officials (such as political candidates,
political parties and their officials, employees of Government-owned businesses, • Do anything to induce someone else to violate these rules, or look the other way
United Nations officials, etc.). A violation is a serious criminal offense for both when there might be a violation.
companies and individuals, which can result in fines, loss of export privileges and
imprisonment for individuals.
Facilitating Payments. U.S. law permits certain “facilitating payments” to foreign
Bribery and Corruption Laws:
Government employees. Kraft Foods discourages these payments, and a payment
Apply to all Kraft Foods employees, agents and representatives worldwide. may be made only in these limited circumstances:
Forbid: • You obtain approval from your Law Department.
• Offering or giving anything of value to a foreign official for the purpose of • It is legal in the country in question.
obtaining or retaining business, or for any improper purpose. This includes
• It is necessary to obtain or expedite the performance of routine, non-
payments to reduce taxes or customs duties.
discretionary, legitimate, customary duties, such as mail delivery, scheduling
• Making improper payments through third parties — so companies must be inspections or customs clearance.
diligent in selecting agents and partners. Additional care is needed if the
• It is requested by the Government employee.
prospective agent is — or is in association with — a Government official.
• The payment is small (below $250 on an annual basis) and is fully and accurately
recorded on the company’s books.
Require that companies keep accurate books and records so that payments are
• It does not involve a decision to award business to, or to continue doing business
honestly described and not used for unlawful purposes.
with, the company.
Kraft Foods requires more of employees — bribes are prohibited to anyone, anywhere
In some countries all such payments are considered illegal and therefore should never
in the world, for any reason. Remember that it is your responsibility to avoid these
be made. Payments may never be made to any U.S. Government employee.
prohibited actions.
NEVER:
• Make an unauthorized payment, or authorize an improper payment or gift (cash
or otherwise) — directly or through an agent — to a government official.
• Induce a foreign official to do something illegal.

What You Should Know About The Kraft Foods Code Of Conduct
Your Personal Commitment To Do The Right Thing

This Code represents a commitment to doing what is right. By working for a Kraft
Foods company, you are agreeing to uphold this commitment. Understand the
standards of the Code and the policies that apply to your job — and always follow
them. Those who fail to follow these standards put themselves, their co-workers and
Kraft Foods at risk. They are also subject to disciplinary action up to and including
termination.

196. Commerzbank
Corporate Responsibility Report 20071 in German capital market law, labour law, criminal law and civil law.
The content addresses basic conduct in the workplace, issues such as discretion,
COMPLIANCE
insider trading and conflicts of interest and bribery, corruption, tax fraud and
prevention of money laundering. It also addresses sanctions based on labour and
Prevention of money laundering criminal law for violations of laws and regulations and the appropriate responsibilities
International provisions and recommendations such as the Wolfsberg Group of Banks of members of management. In addition, it contains support for conduct in the event of
and the Financial Action Task Force on Money Laundering are taken into account in any breach being discovered.
formulating anti-money laundering measures. The guidelines apply without exception to all Commerzbank AG employees. Each
Commerzbank has already responded to the Third EU Money Laundering Directive, employee is given a copy of the guidelines to familiarize him/herself with them. The
for which no German implementation law has yet been submitted. The global guidelines are also available at any time on the intranet. Ongoing training serves to
implementation of centrally defined processes to combat money laundering has been raise awareness of the rules in daily work.
set in motion; within this context, clear risk management principles for money
laundering are also being introduced. The process is to be completed some time in
2008.
Fighting corruption and fraud / business conduct guidelines /²
To prevent fraud and corruption, various decentralized controls and measures are set / bribery, corruption and tax fraud /
up within the Commerzbank Group. These processes and systems are regularly
Business life today is no longer conceivable without gifts, invitations to dinner or
reviewed and updated as required. To fulfil Paragraph 25a of the German Banking Act
events or other such courtesies. However, Bank employees should always remember
– which lays out appropriate security measures against fraudulent activities at the
that these courtesies have to exist in an appropriate framework and must not be
expense of the Bank – Commerzbank created a specific group in Compliance. This
motivated by dishonest interests. Gifts, perks or services may well inspire
group analyzes Commerzbank’s risk situation, along with the appropriate measures
expectations of gifts or official courtesies at a later date. For the sake of maintaining
for preventing fraud from a central point in order to decide where exactly there is
objectivity, Bank employees are prohibited from accepting or providing gifts and
further need for action in terms of risk. As a result, concrete measures are
courtesies (either directly or indirectly) in a work context, if there is any risk of losing
continuously defined and implemented.
their impartiality. The business relationships of the Bank are based solely on
Rules for everyone – the Business Conduct Guidelines of Commerzbank AG objectively conceivable criteria such as efficiency, competence, integrity, experience
or reliability.
In February 2007, Commerzbank AG instituted new conduct guidelines for its
employees. With these guidelines – along with other measures – we hope to The risk to employees inherent in the instances described above is not merely the loss
guarantee that Commerzbank AG and its employees adhere to all applicable laws. of objectivity. Under certain circumstances, government sanctions can be just as
likely. Corruption and bribery are very serious criminal activities, whose pre-requisites
Group Compliance worked on the guidelines, which are partially based on regulations
can already be met in the form of seemingly harmless gifts.
1 Source: https://www.commerzbank.com/media/konzern/engagement/strategie/2007_CR-Bericht_e.pdf
²Source: https://www.commerzbank.com /media/en/konzern/konzerninfo/verhaltensrichtlinie/code_conduct_employee_en.pdf

It is particularly necessary that public officials confront this issue appropriately and / anti-money laundering /
responsibly. Any potential, future or existing personal interest should play no part in
As a global financial services institution, there is always a danger of being abused as
the rendering of courtesies. Misconduct by others is no justification for one’s own
an instrument of money laundering. The interest in operating as diverse and
conduct, since equal rights do not apply to illegal activities. Employees are
comprehensive business activities as possible does not blur the fact that such risks do
responsible for their own actions, irrespective of the conduct of others. The Bank
exist. The Bank takes appropriate countermeasures to prevent and combat money
places very strong emphasis on this matter and demands heightened vigilance from
laundering, always observing international standards. The relevant department has
its employees.
produced specific measures designed to be implemented in all domestic and foreign
The acceptance of gifts also presents the potential for engaging in criminal conduct. In units of Commerzbank. To achieve this, the Bank works with a large number of
this case too, responsible behaviour is essential. Tax issues also play a key role and institutions and domestic and foreign authorities.
should kept in mind at all times. The Bank places strong emphasis on the fact that
In practice, all suspected instances of money laundering are pursued. Employees
gifts by third banks must be reported and duties paid.
report any suspicious circumstances directly to their superiors and the responsible
Protecting its employees is not the only reason behind the Bank’ s strict and Compliance staff (ZGC).
uncompromising approach to this issue. Employees have to be aware that their
The Bank has also established awareness across the company regarding the issue of
conduct is attributed to the Bank and therefore affects its reputation both internally and
money laundering. By implementing a differentiated and comprehensive training
externally. In cases of misconduct, it is impossible to estimate (and often compensate
programme - obligatory for staff in Germany - the Bank ensures that its employees
for) the ensuing damage to reputation and trust. For this reason, the Bank undertakes
confront this issue responsibly.
in relation to its clients as well as its employees to combat bribery and corruption with
all available means. It is supported by national and international efforts aimed at / infringements of laws and regulations /
preventing and reducing this problem. These include the complete transparency of
We do not tolerate any infringements of legislation as well as external and internal
relevant procedures, the careful selection of clients, partners and new employees as
rules. These types of infringement are examined by Commerzbank on a case-by-case
well as a vigilant approach to working with them. In the event that the Bank is notified
basis and sanctioned according to binding rules and procedures.
of violations by clients or partners, it shall pursue them diligently and take the
appropriate measures - which may extend to terminating business relations. The The Bank reserves the right to take disciplinary measures in the event of
acquiescence of employees shall also not be tolerated. infringements that represent violations of contractual obligations. It reports all cases of
criminal acts perpetrated by employees in connection with their working activities to
The Bank actively aims for high levels of transparency in its business processes, so
the authorities.
as not to provide a breeding ground for bribery and corruption. Processes and
systems are regularly examined for topicality and are adjusted as required. / employee training /
The aforementioned does not apply to the acceptance and rendering of standard gifts Adherence to the law should be a matter of course. However, this does not mean that
or advertences of obviously minimal value. In cases of uncertainty, dialogue should be every employee needs to know every facet of every statutory provision and regulation.
sought with the responsible Compliance department (ZGC). This is simply human nature. The Bank supports its employees in adhering to the law,
in order to actively strengthen and develop proper conduct among them. Preventative

training sessions are held to foster the proper understanding of legislation, particularly
in the case of challenging legal issues.
Employees are also able to consult written handbooks and guidelines containing legal
advice. These aids enable employees to conduct themselves appropriately in potential
conflict situations. In the event that issues remain unresolved, all employees are able
to consult their superiors or the relevant department for advice.

197. Royal Philips Electronics
Sustainability Report 2007 1 UN Global Compact, policy on HIV/AIDS, health and safety policy, integrity and ethics
in advertising, and in particular directives on the giving of gifts. To ensure compliance
Our employees with the highest standards of transparency and accountability by all employees
performing important financial functions, the Financial Code of Ethics contains,
Philips General Business Principles amongst other things, standards to promote honest and ethical conduct, and full,
accurate and timely disclosure procedures to avoid conflicts of interest. The Company
The Philips General Business Principles (GBP) govern Philips’ business decisions and did not grant any waivers of the Financial Code of Ethics in 2007.
actions throughout the world, applying equally to corporate actions and the behavior of
individual employees. They incorporate the fundamental principles within Philips for In order to publicize the updated GBP Directives, a global internal communications
doing business. The intention of the GBP is to ensure compliance with laws and program was rolled out in the first half of 2007, with participation of the Board of
regulations, as well as with Philips ’ norms and values. Management and Group Management Committee and the respective Area and
Country Management.
The GBP are available in most of the local languages and are an integral part of the
labor contracts in virtually all countries where Philips has business activities. A company-wide toolkit has been developed and rolled out in 2007 for the compulsory
Responsibility for compliance with the principles rests principally with the management registration of gifts to third parties to ensure full transparency in monitoring compliance
of each business. with company standards.
Every country organization and each main production site has a compliance officer. To reinforce awareness of the need for compliance with the GBP, a web-based GBP
Confirmation of compliance with the GBP is an integral part of the annual Statement training tool has been rolled out throughout the company in 22 different languages,
on Business Controls that has to be issued by the management of each business unit. covering more than 95% of the employees with online access.
The GBP incorporate a whistleblower policy, standardized complaint reporting and a The e-training program for (new) compliance officers (including complaint-handling
formal escalation procedure. procedures and dilemma training) was updated in 2007. Furthermore, 2007 saw the
The global implementation of the One Philips Ethics Line ensures that alleged development and worldwide roll-out of a train-the-trainer program for compliance
violations are registered and dealt with consistently within one company-wide system. awareness. Two-day training sessions were held in Latin America, Asia Pacific and
In 2007 the French privacy authorities granted approval for the roll-out of the hotline in Europe, with the remaining sessions scheduled for the first quarter of 2008. This
that country (completed in November). In Germany the workers’ representation bodies program provides for an annual refresher course.
also approved the introduction of a hotline. These approvals now ensure General Business Principles: reported complaints
comprehensive company-wide implementation.
In 2007 a total of 389 concerns were raised, compared with 392 in 2006 and 318 in
To drive the practical deployment of the GBP, a set of directives has been published, 2005. As many of the alleged violations are currently still being investigated, it is
including a Supply Management Code of Ethics and a Financial Code of Ethics impossible to determine exactly which – if any – General Business Principles have
(www.philips.com /about/investor). In 2007, the updated version of the GBP Directives been infringed and to what extent. However, on the basis of the preceding analysis, it
was approved and adopted, reflecting ongoing developments in codes of conduct and is possible to draw some conclusions about those GBP that are most frequently called
business integrity legislation. The main updates related to Philips’ endorsement of the into question.
1 Source: http://www.philips.com/shared/assets/Downloadablefile/sustainabilitydownloads/report2007.pdf

The trend we have seen over recent years towards a sharp increase in the number of General Business Principles 1
reported (alleged) violations relating to working conditions – GBP 4 – (29.0% of the
total in 2004, 48.1% in 2005 and 58.8% in 2006) fell somewhat in 2007 to 55.8%. It Introduction
would seem that in terms of the reporting of HRM issues the maximum effect of the Underpinning Philips’ commitment to responsible corporate citizenship and the pursuit
extended scope of the GBP (effective 2005) has been achieved, especially in the of a sustainable future – economic, social and environmental – the General Business
employee domain and given the completion of the roll -out of the One Philips Ethics Principles set out guiding principles on integrity and ethics in business conduct. They
hotline (in 2006). govern Philips’ business decisions and actions throughout the world and apply equally
In contrast to the HRM issues, where the rising trend fell slightly, in the case of the to corporate actions and to the behavior of individual employees in conducting Philips’
archetypal Business Integrity issues the opposite was the case. The strong relative business. They are subject to applicable laws.
decrease in alleged violations of GBP 7 (bribery; records of transaction; third party The General Business Principles are not all-encompassing, but formulate minimum
interests; political payments) came to an end in 2007. The fall from 31% of the total in requirements of behavior. They leave product divisions and country management free
2004 to 13.7% in 2005 and 10.9% in 2006 was reversed in 2007 when the figure rose to specify further local rules of business conduct. To drive the practical deployment of
again to 17.2%. This is not attributable to a more relaxed internal control environment the General Business Principles, a set of GBP Directives have been published, which
or reduced awareness within the Philips organization, but completely due to the effect are applicable to all employees. There are also separate Directives, which apply to
mentioned earlier of a more critical and detailed evaluation of the alleged violations, specific categories of employees, such as the Financial Code of Ethics and the
which has led to a shift from the Others to the Fraud category. Purchasing Code of Ethics. The GBP Directives and the category-specific Directives
In 2007 there was a clear decline in the number of complaints relating to supply form an integral part of the General Business Principles (jointly referred to as
management. Only nine complaints were logged in the GBP Complaints database as ‘GBP’).The General Business Principles, which have been adopted by the Board of
alleged violations of GBP 5 (Commitment to Suppliers and Business Partners) Management and approved by the Supervisory Board, are reviewed on a regular
compared with 23 in 2006. The sharp fall compared with 2006 is due to a large degree basis and revised if necessary.
to the high number of supplier assessments held in the risk countries China, Brazil, In order to ensure that business ethics are a living issue throughout the company, a
India, Philippines, Mexico, Indonesia, Thailand, Korea, Malaysia and the focus on the worldwide training program is in place to heighten awareness of the absolute need for
resolution of the major non -compliances (i.e. the zero-tolerance and limited-tolerance strict compliance with the General Business Principles.
violations) that came to light during these assessments.
In 2007 again the GBP most associated with alleged violations was GBP 4.3 (Equal Business integrity
and fair treatment), although in both relative and absolute term s there has been a
Bribery; records of transactions
slight fall (44.3% as opposed to 47.1% in 2006). The other GBP most likely to have
been infringed were GBP 6.1 (Use and protection of assets), which came second with Philips insists on honesty, integrity and fairness in all aspects of its business. Bribes in
15.5%, and GBP 7.1 (Bribery; records of transactions), which came a close third with any form are unacceptable; commission payments and personal gifts or favors may
14.5%. This means that the top three have remained unchanged over the years. only be made or accepted in strict accordance with the GBP Directives. Philips strives
to comply with the highest levels of transparency and accountability throughout the
1 Source: http://www.philips.com/shared/assets/Investor_relations/pdf/businessprinciples/GeneralBusinessPrinciples.pdf

company. Records of transactions should be maintained in an accu rate, complete and should be discussed with the GBP Compliance Officer.
timely manner in accordance with Philips accounting principles. No unrecorded funds
Gifts to external parties
or assets should be established or maintained.
Gifts to external parties (including invitations to sports or other hospitality events as a
Observance of the General Business Principles guest of Philips) may only be given as a business courtesy, provided such practice is
accepted, locally and in the industry, and is in compliance with applicable laws. Gifts
Sanctions may not be given in the form of cash. Furthermore, the gift should not have a value
that may influence a business decision and/or may lead to a relationship of
All Philips employees must comply with the General Business Principles. Violation
dependency or create the appearance of an impropriety. Records of gifts given with a
may lead to disciplinary action, including dismissal, notwithstanding any further civil or
value of more than EUR 200 in the case of Philips products or EUR 100 in the case of
criminal action that may be taken.
non-Philips products must be registered in the Philips Gift Registration Tool in an
Whistleblower policy accurate and complete manner by the person/Philips unit who authorized the gift(s).
In order to promote the reporting of violations of the General Business Principles, a Additional guidelines with regard to giving gifts:
whistleblower policy is in place, enabling employees to submit complaints on an
• It is prohibited to provide personal financial assistance of any kind to a customer
anonymous basis without fear of the complaints leading to disciplinary action.
or other business contact.
• Notification of payments with a value of more than EUR 200 for cross-border
travel and/or overnight accommodation must be registered in the Philips Gift
Registration Tool by the person/Philips unit who authorized the respective
GBP Directives 1
payment
Gifts • All customer incentive programs directed at the customer’s sales force and
directly related to sales of Philips products must be reviewed by the Country
General Compliance Officer/Legal Counsel prior to their agreement with the customer.
Business decisions should be based solely on benefits to Philips and not on

considerations of past or future personal gain. Philips may provide and accept Gifts from external parties
business amenities to strengthen and build legitimate business relationships.
However, as personal favors and gifts may influence business relationships The acceptance of gifts or personal favors of commercial value is not permissible. In
negatively, they should not be requested or given in circumstances that may general, a non-cash gift (the value of which does not exceed EUR 50) may be
compromise the integrity of business decisions or create the appearance of an accepted if given voluntarily and if there is no reasonable likelihood that it will
impropriety. The acceptance or offer of gifts and favors is only allowed if in influence the judgment or actions of a Philips employee in performing his/her duties
accordance with the GBP Directives. Any questions with respect to gifts or favors for Philips. When refusing a gift would be discourteous, the gift must be promptly
turned
1 Source: http://www.philips.com/shared/assets/Investor_relations/pdf/businessprinciples/GBP_Directives_08.pdf

over to the GBP Compliance Officer. Philips usually donates such gifts to charitable Money laundering
institutions.
Philips will not participate in “money laundering” by entering any arrangement which is
Additional guidelines with regard to receiving gifts: known or there is reason to suspect that it will be used to facilitate any acquisition,
retention, use or control of any property or money intended to disguise the proceeds
• Personal financial assistance of any kind provided by a supplier or other business
of crime. An employee who suspects a situation of money laundering shall inform the
contact, other than a financial institution acting in the ordinary course of business,
GBP Compliance Officer.
is prohibited.
• Attendance at sports and other hospitality events as the guest of a business
contact is permissible only up to two times a year per business contact.
• Travel and overnight accommodation paid for by third parties such as (potential)
suppliers is not allowed.
Facilitating payments
Facilitating payments are small payments made in money or in kind (for instance
company products) which have to be made, in accordance with publicly known and
widely followed local custom and practice, in connection with the performance, by
officials in documentation, customs clearance and other matters, of their normal
duties. A characteristic of facilitating payments is that the service obtained as the
result of such payment represents the legitimate function of the official concerned and
does not render undue advantage to the payer in comparison with other companies.
Facilitating payments do not fall within the scope of the OECD Convention on
Combating Bribery of Foreign Public Officials in International B usiness Transactions.
In some countries, however, the legislation to implement the Convention also covers
facilitating payments, as a consequence whereof an officer (or, under certain
circumstances, the company) who has made such payments abroad, could be
prosecuted in his home country.
In general, Philips is opposed to the making of facilitating payments. The Company
will promote measures to eliminate such practices; at all events applicable laws and
regulations should be complied with.

198. Allstate
Allstate Code of Ethics 1 • Bring your concern to the attention of your manager or another manager.
ABOUT THE CODE OF ETHICS • Send an e-mail to HRComply.
Read the Code carefully and consider how it applies to you and your Allstate • Use the Resolution Process, which is Allstate’s commitment to a fair, prompt,
responsibilities. safe and confidential resolution of workplace issues. When using the Resolution
Process, you may give your name or remain anonymous. You can access The
Allstate’s Code of Ethics summarizes core values and principles that guide our Resolution Process through the Allstate intranet on MyDesktop under Enterprise
business conduct. The Code establishes standards for behavior, provides questions Resources or by calling 1-800-706-9855.
and answers for situations that you might encounter on the job, and lists resources
where you can go for help or further information. • The Allstate Alert Us Line is a 24x7 toll-free number that all nonemployees can
use to alert the company about issues with company employees. The Alert Us
Every effort has been made to include important topics in this Code. However, the Line is intended for reporting issues that require anonymity and confidentiality.
Code cannot address every possible workplace situation or list all of Allstate’s The Alert Us Line can be accessed by calling 1-800-427-9389.
Corporate Policies and Procedures.
Based on your job accountabilities, you may be required to comply with additional
professional conduct requirements or codes of conduct for your business unit, in Reports that concern a possible violation of the law or any complaints or concerns
addition to the guidelines in this Code of Ethics. about disclosure, accounting, auditing, or other financial or reporting practices will be
referred to the General Counsel for investigation. The General Counsel may refer
Violations of this Code of Ethics may result in discipline up to and including these matters to the Audit Committee.
termination of employment or referral for criminal prosecution.
Allstate policy prohibits anyone, co-workers or managers, from retaliating against an
The Code of Ethics was adopted by the Board of Directors of the Allstate Corporation. employee for bringing forward, in a constructive manner, workplace, compliance or
The Audit Committee of the Board of Directors is responsible for the periodic review reporting issues. Retaliation may result in discipline up to and including termination of
and assessment of the Code, as well as the approval of any changes to the Code of employment. The Company will maintain the anonymity and confidentiality of the
Ethics. The Code of Ethics applies to every Allstate employee including the Chairman, employee to the extent possible. However, in order to conduct an effective
Chief Executive Officer, Chief Financial Officer, Controller, other senior financial and investigation, it may not always be possible to do so.
executive officers and to Allstate ’s outside directors. References in this Code to “you, ”
“we,” and “employees” are intended to include Allstate employees and/or other INTEGRITY AND COMPLIANCE
individuals covered by this Code.
WHERE TO REPORT YOUR CONCERNS Illegal Payments
Allstate offers several resources where you can seek advice if you have questions or You may not give any money, gift, unusual hospitality or other item of monetary value,
concerns about a situation involving this Code of Ethics. bribe, kickback or other illegal or improper payment of any kind to any person with
whom Allstate does business or seeks to do business, or to any person with whom
1 Source: http://media.corporate-ir.net/media_files/IROL/93/93125/Code_of_Ethics.pdf

you come in contact with in the course of carrying out your Allstate responsibilities. even of minimal value, from current or potential suppliers. Conflicts of interest may
For more information, please see the Anti -Bribery Compliance Policy. also arise from receipt of improper personal benefits. Do not accept money, property,
gifts, benefits, services, loans, credit, special discounts, favors, entertainment, or other
The Foreign Corrupt Practices Act (FCPA) prohibits U.S. companies and their
items of value from any person with whom Allstate does business, with whom Allstate
employees from providing foreign government officials with anything of value in order
is seeking to do business, or from any person seeking to do business with Allstate.
to obtain or maintain business. Illegal or improper payments may include money, gifts,
Likewise, do not request, suggest, or require a gift, payment, or other benefit as a
unusual hospitality, or other items of monetary value.
condition of doing business with Allstate. You may exchange reciprocal courtesies
The FCPA, and our Company policy, also requires that we provide supporting with friends who are also business associates.
documentation for any compensation paid to individuals or organizations.
Any employee or agent of our Company involved with foreign transactions or activities
must comply with the FCPA. When setting up transactions with for eign agents,
conduct due diligence to assess their reputation for honesty, integrity and quality.
Unless you are certain that a transaction is acceptable, seek advice from Allstate Law
and Regulation Counsel.
CONFLICTS OF INTEREST
Business Courtesies
A business courtesy is any benefit for which the recipient does not pay fair market
value. This can include entertainment, meals, beverages, invitations to social or
recreational events, and gifts. Although business courtesies are often exchanged in
the normal course of business relationships, they can also cause conflicts of interest.
An invitation to an event or trade show may be acceptable if the primary result of your
participation is discussion of business or development of valuable business
relationships. Obtain your manager’s approval before participating in any event.
Whenever possible, Allstate should pay all associated expenses for your attendance
or participation.
The receipt of gifts of minimal value, such as pens, caps, paperweights, or t-shirts
must be brought to the attention of your manager for approval. The manager will
assess the appropriateness of retaining or returning the gift. It is never appropriate for
employees involved in the procurement or claim handling processe s to accept gifts,

199. KFW Bankengruppe
Sustainability Report 2006 1 Our Actions²

ORGANISING RESPONSIBILITY – MANAGING PROCESSES AND Corruption Prevention
ENCOURAGING EMPLOYEES
KfW Bankengruppe handles the topic of corruption prevention with special attention
COMPLIANCE ALSO MEANS SECURITY and diligence. It already introduced its first anti-corruption measures years ago. KfW's
business policy does not tolerate the use or acceptance of bribes or other forms of
Compliance is the term generally used to refer to the voluntary, regulatory and legally corruption, and this policy is binding for all of its employees. KfW decidedly opposes
prescribed requirements and measures needed to avoid conflicts of interest between corruption in any and all forms. Accordingly, the KfW Compass, which describes
a bank, its employees and its customers. Compliance procedures ensure that a bank KfW's corporate model, explicitly addresses the issue of corruption prevention.
adheres to all applicable laws, rulings and customary practices. The Federal Ministry
In 1998 a task force - "Corruption prevention" - reviewed all internal processes for
of Finance supervises KfW in consultation with the Federal Ministry for Economics
possible gateways to corruption and defined binding "Rules of conduct governing the
and Technology ( BMWi) and is responsible for ensuring that KfW’s operations are in
acceptance and offer of gifts and other benefits." Above all, these rules ensure
line with the laws, statute and other legal provisions. The Inte rnal Auditing Division at
transparency and encourage employees to deal with possible conflicts of interest
KfW , which functions as an instrument of the Board, appraises the effectiveness and
openly. The conduct of KfW's employees may not at any time jeopardise the interests
appropriateness of the risk management and the internal controlling system. In
of KfW , nor may it lead to any dependencies or obligations. The bank's employees are
addition, an independent audit is carried out by a firm of external auditors. The
familiarised with and regularly informed about these rules. The task force working on
Federal Audit Office can then conduct an extensive review of how KfW manages its
corruption prevention comprises employees from all of KfW's departments and
resources.
continues to meet in order to exchange experiences gathered in the individual
Compliance is structured to include, in particular, systems to prevent money departments and add to organisational regulations and procedures already in place.
laundering, the financing of terrorism, corruption and fraud as well as violations of data
To further underscore the importance of preventing corruption for KfW, an employee
protection laws, insider trading regulations and embargo provisions. We update those
code of conduct against corruption has been added to the rules of conduct. This code
systems regularly to keep them in line with the underlying legislation and market
of conduct calls employees' attention to precarious situations that may get them drawn
requirements. Compliance training courses are arranged for all n ew members of staff.
into corruption against their will. Corruption attempts must be fended off immediately,
At KfW there is a Compliance Division which deals with these matters and is the and superiors and the compliance officer are to be informed without delay.
contact point for all staff members. Other interested parties can e-mail the division at
Compliance@kfw.de.
1 Source: http://www.kfw.de/DE_Home/Service/Download_Center/Allgemeine_Publikationen/PDF-Dokumente_Umweltschutz_-_Karriere/NB_2006_E.pdf
²Source: http://www.kfw.de/EN_Home/KfW_Bankengruppe/Our_Actions/Corruption.jsp

Money Laundering Prevention – General Statement on Observance of Anti- • Reporting of suspicious circumstances / transactions to the authorities
Money Laundering Requirements 1 • Review of the reliability of the employees
KfW , as a public-law institution based in Germany, is a promotional bank that supports • Regular Training of the employees on Anti-Money Laundering.
the economy, society and ecology in Germany, Europe and worldwide. KfW is owned
by the federal government (80%) and the federal Lä nder (20%). KfW does not affect
competition among banks. The official promotional mission is anchored in the KfW KfW observes the national legislation against money laundering and is supervised by
Law. KfW’s tasks are the promotion of small and medium enterprises, of housing the Federal Ministry of Finance.
finance and modernisation, and of education and advanced training, the financing of
municipal infrastructure projects, the promotion of export and project finance and of KfW has made the organisational and procedural arrangements that are necessary for
the developing and transition countries and the protection of the environment and the it to comply with the respective legal requirements. This includes written policies and
climate. KfW raises the majority of the promotional funds on the capital market. procedures, the assignment of an Anti-Money-Laundering Officer, regular review of
the reliability of the employees and regular training for the competent staff. According
KfW is firmly committed to participating in international efforts to combat money to the relevant EU-directives and to prevent business operations from being used for
laundering and the funding of terrorist and criminal activities. terrorist financing KfW established a regular computer-based comparison of all
The Federal Republic of Germany is a member country of the Financial Action Task business partners with the actual EU sanction lists.
Force (FATF) and the European Union (EU) and has enacted laws and rules designed Essential part of the Anti-Money-Laundering Policy of KfW is the identification of its
to implement the anti-money laundering policies of both FATF and the EU. In 1992, customers by official documents and other relevant information. Whenever KfW is
section 261 of the German Penal Code, which makes money laundering a criminal required to identify a customer, the ultimate beneficiary (of the account / the cash
offence, took effect in Germany. The Money Laundering Act (Geldwäschegesetz), transaction) must also be established. If doubts remain about whether the person to
which entered into force in 1993, establishes statutory duties for credit institutions and be identified acts on own account, or in cases, where it is obvious, the person does
other businesses. In 2002, the Money Laundering Act was amended by several not act on own account, KfW will take reasonable and appropriate steps to obtain
regulations which also serve as prevention against terrorist financing. Subsequently, information about the real identity of the person for whom the customer acts.
the German Federal Financial Supervisory Authority (Bundesanstalt fü r
Finanzdienstleistungsaufsicht or “BaFin”) released several regulations, which specify If reasonable doubts remain about whether a transaction offends Anti-Money-
the requirements of the Money Laundering Act. The most important requirements, Laundering Rules after the background of the customer, the source of the money and
which serve as minimum standards for KfW, are the following: the type of transaction have been considered, KfW decides about the termination of
the business relationship in general. Suspicious transactions immediately have to be
• Assignment of an Anti-Money-Laundering Officer reported to the competent law enforcement authorities including the Financial
• Ascertainment of customer identity Intelligence Unit (FIU) in Germany which has been created at the Federal
Investigation Office (Bundeskriminalamt).
• Establishment of the ultimate beneficiary
Both the internal audit division and the external auditors perform annual audits to
• Record keeping establish whether the measures to combat money laundering are reasonable and
1 Source: http://www.kfw.de/EN_Home/KfW_Bankengruppe/Our_Actions/MoneyLaund.jsp

appropriate and whether the KfW Anti-Money-Laundering Officer has acted in

accordance with the responsibilities assigned to him.
Finally, KfW hereby certifies that the bank cannot be deemed a shell bank within the
meaning of the US Patriot Act. Pursuant to the regulations of the U.S. Patriot Act KfW
has prepared a Global Certification for use by any financial institution and offers its
business partners the possibility to download its Global Certification Form.

200. Motorola
Corporate Responsibility Report 20071 • Obtain business legally and ethically, without ever accepting or giving bribes or
kickbacks
Business Conduct
The issue Employee training
Unethical business behavior undermines the rule of law, distorts trade and slows We use ethics training and awareness activities to ensure our employees understand
economic development. Unethical behavior by employees or executives represents a our values. Every three years, all salaried employees must complete an online
risk to the organization through termination of contracts, loss of business, damage to introduction to the ethics program and reaffirm their compliance with the code. We
reputation and liability to prosecution. also require training for employees whose jobs we consider high risk. Managers,
especially those in newly acquired businesses and at high-risk locations, attend
Our approach classroom ethics training.
Motorola is committed to conducting its business with integrity and earning the trust of Our ethics course is available in English, Portuguese and Spanish, and in 2008, we
its stakeholders. also will offer the course in French, Hebrew, Mandarin and Russian.
We emphasize our strong values and requirements for ethical behavior to all Monitoring
employees. Our code of business conduct describes the ethical standards that we
require from our employees. Failure to comply with the code can lead to disciplinary People both inside and outside of Motorola can voice concerns relating to ethical
action, up to and including dismissal from the company. Our code also identifies practices. Employees, customers, suppliers and other stakeholders can report any
policies and resources to help employees live up to these standards. suspected violations anonymously by phone, email or fax using our global Ethics Line.
Employees also can use our online Ethics Line Interactive, which allows anonymous
The code of business conduct requires all employees to: engagement with the office of ethics and compliance and enables investigators to ask
• Earn customer loyalty by delivering on our promises for clarification and give feedback.
• Build quality relationships with other companies that share our values Report issues anonymously
• Treat the investment of our shareholders as if it were our own Global Ethics Line*
Email: ethicsline@motorola.com
• Compete aggressively but with integrity 800 538 4427
• Provide products and services that benefit people United States and Canada
+1 602 808 4427
• Obey the law Outside United States and Canada
• Make business decisions based on the best interests of Motorola China Ethics Line
800 810 9798
• Communicate business conduct concerns +8610 656 684 42
1Source: http://www.motorola.com/mot/doc/7/7130_MotDoc.pdf

Visit www.motorola.com/code for worldwide toll-free numbers. We also accept collect CODE OF BUSINESS CONDUCT 1
calls.
Ensuring the best Customer Experience
Awareness and training
During 2007, we updated our online and classroom ethics training to reflect internal Sales and marketing
changes and external trends such as business intelligence and anti-corruption.
Employees completed approximately 50,000 hours of training, with manager- and We build long-term relationships with our customers by demonstrating honesty and
director-level employees targeted. We also introduced modules on anticorruption and integrity. Our marketing and advertising must be accurate and truthful. Deliberately
government relations. misleading messages, omissions of important facts or false claims about our
competitors’ offerings are unacceptable.
We achieved our 2007 goal to define and execute a process for introducing ethics and
compliance standards to employees joining Motorola through mergers and We obtain business legally and ethically. Bribes or kickbacks are unacceptable and
acquisitions. When Motorola acquired Symbol in 2007, all employees received the illegal in most countries. Since customer gifts, travel and entertainment can be
code of business conduct and were asked to agree to abide by it. Training also was construed as bribes and could constitute a potential conflict of interest, they are
available to employees during the year. covered in more detail in the Gifts and Entertainment section of this Code.
We have introduced an automated process to manage our third-party sales Government customers
representatives (TPSRs). The system allows managers to target training to ensure We must take special care to comply with all legal and contractual obligations in
TPSRs understand our legal, ethical and contractual requirements. dealing with governments. National and local governments around the world have
TPSRs also are asked to report their activities using the system, which improves specific and varied procurement laws and regulations that have been established to
monitoring. protect the public interest. These laws generally prohibit or put strict limits on gifts,
entertainment and travel offered to government officials. They also often apply to the
In 2007, we held 14 ethics events in China, India, Malaysia, Singapore, South Korea hiring of current or recently retired officials and their families and to any conduct that
and Taiwan. Activities highlighted Motorola’ s ethics standards and raised awareness may be viewed as improperly influencing objective decision making. Many other laws
of our business conduct champions and other channels for reporting ethical concerns. strictly govern accounting and billing practices for fulfilling government contracts and
Participants included some 700 in Malaysia, 3,350 in China and 1,200 in Singapore. subcontracts.
These laws apply to employees and business partners worldwide. When Motorola
uses suppliers or subcontractors to fulfill our commitments, we may also be
responsible for communicating these unique governmental requirements to those third
parties. When dealing with government officials and contracts, we are responsible for
knowing and complying with applicable laws and regulations.
1Source: http://www.motorola.com/mot/doc/7/7175_MotDoc.pdf

Dealing with our business partners These requirements apply both to Motorola employees and agents such as third-party
sales representatives (TPSRs) and our service providers, no matter where they are
Doing business with others doing business. When we are authorized to engage agents, we make sure that they
are reputable and require them to agree in writing to Motorola’s standards in this area.
We do not do business with those who are likely to harm Motorola ’s reputation. We
avoid doing business with others who intentionally and continually violate the law, for Facilitating payments
example, local environmental, employment, safety and anticorruption statutes.
Motorola prohibits making “facilitating payments” or “grease payments” to expedite a
All arrangements with third parties must comply with Motorola policy and the law. We routine administrative action either directly or indirectly through a third party.
will not use a third party to perform any act prohibited by law or by the Motorola Code Exceptions will be made by the Law Department and the Office of Ethics and
of Business Conduct. Compliance in very limited, extraordinary circumstances, and must be recorded
properly.
Agents, consultants, service providers and other suppliers
Anti-money laundering and anti-terrorism
Commission rates or fees paid to dealers, distributors, agents, finders, service
providers or consultants must be reasonable in relation to the value of the product or Money laundering is a process designed to conceal an illegal source of money to
work that is actually being done, and must be consistent with law, policy and local make it appear legitimate. Motorola will not directly or indirectly participate in such
practice. We will not pay commissions or fees that we have reason to believe will practices. For example, the purchase of our products or services could be used to
become bribes. disguise illegally gained funds or support terrorism. To avoid becoming involved in
such situations, Motorola businesses are required to perform and document due
Purchasing decisions must be based solely on Motorola’s best interests. Suppliers win
diligence of parties involved in financial transactions.
Motorola business based on product or service suitability, price, delivery and quality.
Purchasing agreements should be in place before any commitment is made to a Handling GIFTS; ENTERTAINMENT and TRAVEL
supplier. The agreement should be documented and clearly identify the services or
products to be provided, the basis for earning payment and the applicable rate or fee.
Gifts
The amount of payment must be commensurate with the services or products
provided. Gifts are not always physical objects. They may also be services, favors, loans or
other items of value.
Dealing with Governments
• Gifts to Motorolans
Anticorruption laws We can accept items of nominal value, such as small promotional items bearing
another company’s name. We do not accept kickbacks, lavish gifts or gratuities.
We comply with the anticorruption treaties and laws of the countries in which we do
We will not accept anything that might make it appear that our judgment for
business, including the U.S. Foreign Corrupt Practices Act (FCPA). We will not directly
Motorola would be compromised as a result. We may not accept special or
or indirectly offer or make a corrupt or improper payment to government officials,
reduced-rate personal loans as a result of our positions with Motorola.
including employees of government- owned or government-controlled enterprises.

In rare situations, it would be impractical or harmful to the business relationship to • Entertainment by Motorola
refuse or return a gift. If this happens, discuss the situation with the Office of
We may provide entertainment that is reasonable and appropriate in the context
Ethics and Compliance or the Law Department.
of the business. If we have a concern about providing entertainment or whether
• Gifts given by Motorola the type of entertainment being provided is appropriate, we will discuss it with
management in advance
Some business situations call for giving gifts. Motorola’s gifts must be legal,
reasonable and approved by management. We never pay bribes. Entertainment of government officials may be prohibited by law. Get approval
from management in each instance. Management, in turn, should consult with the
Gift-giving practices vary among cultures. Our local gift policies and guidelines
Office of Ethics and Compliance or the Law Department.
address this.
We will not provide any gift if it is prohibited by law or the policy of the recipient’s
organization. For example, the employees of many government entities around Travel
the world are prohibited from accepting gifts. If in doubt, check first with the Office
• Acceptance of travel expenses
of Ethics and Compliance or the Law Department.
Motorolans may accept transportation and lodging provided by a Motorola
supplier or other third party if the trip is for business and is approved in advance
Entertainment by the manager.
Unlike a gift, entertainment is defined as an event where both parties are present. • Providing travel
• Entertainment of Motorolans Unless prohibited by law or the policy of the recipient’s organization, Motorola
may pay the transportation and lodging expenses incurred by customers, agents
We may accept entertainment that is reasonable in the context of the business
or suppliers, if for a legitimate business purpose and approved by management.
and that advances the company’s interests. For example, accompanying a
business associate to a local cultural or sporting event or to a business meal All travel and accommodation expenses for government officials who are
would be acceptable in most cases. sponsored or paid for by Motorola must be approved in advance in accordance
with policy.
Entertainment that is lavish or frequent may appear to influence our independent
judgment on behalf of Motorola. If an invitation seems inappropriate, we must turn
down the offer or personally pay the true value of the entertainment ourselves.
Accepting entertainment that may appear inappropriate should be discussed with
management in advance.

201. Marubeni
Marubeni CSR Report 20081

Corporate Governance and CSR
1 Source: http://www.marubeni.com/dbps_data/_material_/maruco_en/data/csr/pdf/csr_08e.pdf

Compliance Manual1 • Compliance Committee

• Outside legal counsel
Matters to be Observed (summary)
Prohibition on Bribes and Matters relating to the Exchange of Presents and

Client Entertainment [Rules on reporting to and consulting with a Compliance Access Point]
Not to bribe public servants and not to provide, propose or promise an illegal profit to 1. A person filing a report or requesting a consultation shall provide his/her name
foreign civil servants. which shall remain confidential. (The report to the Compliance Committee from
outside legal counsel shall omit the name of the reporting person, if he/she so
Not to provide presents or client entertainment to a transaction partner that exceeds desires.)
the accepted business and societal norms.
2. The company guarantees that the reporting person shall not in any way be
Use of the ComplianceManual prejudiced or reprimanded because of his/her decision to report or consult with a
Compliance Access Point. In relation to the employees of group companies, the
Measures to Handle Violating Conduct Divisional and Branch Office Compliance Officers shall provide adequate
instruction and supervision to the group companies to guarantee the same
If you become aware of a violation of this manual, if you are instructed by your protection.
superior to act in contravention of this manual, or if you find yourself inadvertently in
contravention of this manual, you must not hesitate to report such contravention. 3. Anyone who believes that the company has not acted in accordance with rule 2.
above may consult with the Compliance Committee.
There are no particular corporate regulations to penalize for violation of this manual.
Each contravention shall be judged and punished in accordance with the Employment 4. The Compliance Committee shall provide the reporting person with details of its
Handbook and other applicable rules. findings in relation to any matter reported to it and any matter upon which they
have been consulted.
Compliance System of the Marubeni Group
Compliance Access Point (Door of Courage)

If a person becomes aware of any conduct that is contrary to the compliance system,
he/she should report it in accordance with the established lines of the staff
organization. If the usual lines of reporting are not functioning properly for some
reason, the following access points are available to the entire Marubeni Group:
1 Source: http://www.marubeni.com/company/policy/compliance.html

202. Legal & General Group
Legal & General Group Code of Ethics 1 • We will not tolerate the acceptance of bribes in any of its business activities;
Bribery and corruption • We restrict the giving and receiving of gifts; and
We’re firmly committed to maintaining the highest standards of business ethics, • We restrict payments for securing or expediting an action, to reasonable
honesty, openness and accountability. transparently recorded amounts for a legitimate quantified service.
As part of this culture, the offer or acceptance of bribes is unacceptable behaviour for
Legal & General and its employees. If you have any suspicion of corrupt behaviour or bribery, you can report this by
What is Corruption? confidentially talking to one of the contacts detailed on the Raising Concerns section
of this Code.
This can be defined as a lack of honesty and integrity; the misu se or abuse of a
position for personal gain. This can also include any benefit enjoyed by someone If bribery or corruption is discovered, Legal & General will take all appropriate
other than the person involved in the corruption, for example a family member or measures to eradicate it and will report illegal activity to law enforcement authorities.
colleague. Conflicts of interest
What is Bribery? Conflicts of interest can sometimes arise between ourselves and our stakeholders: our
It is the offering, giving or receiving of something of value in exchange for an act that customers, our employees, our associated companies or our representatives. A
is dishonest, illegal, improper or a breach of trust e.g. giving or gaining undue conflict of interest is where our duties to any of these may conflict with what is best for
influence in a decision making process. Both the giver and the receiver are committing us. We will identify and tell our stakeholders about any such conflicts.
bribery. Examples of this would be:
For example, a member of staff may receive money or a gift from a customer to • the acceptance of gifts or hospitality, which could be perceived as having been
ensure that their insurance application is accepted, or money/gift is offered to a staff offered to gain a business or personal advantage; or
member from a supplier to ensure they win a contract even though there are other
cheaper suppliers. It can also apply to a staff member bribing an external party, for • an employee/representative/associated company having a financial interest in a
example, to help Legal & General to obtain new lucrative business / business competitor or supplier, which could cause divided loyalty.
partnership.
Legal & General’s Approach To ensure we treat customers consistently and fairly, we have a Conflicts of Interest
The following principles apply to the whole of the Group worldwide: Policy on how to identify and manage these conflicts.
• We will not sanction corrupt behaviour under any circumstances; Raising concerns
• We will not engage in bribery in any of its activities; We encourage an open and honest culture in all dealings between employees,
managers and people with whom we come into contact.
1 Source: http://files.shareholder.com/downloads/LGEN/548148452x0x260382/1d31e4ba-644e-4e8d-a97e-3816b5f60cfb/CW1075200812LoRes.pdf

If you ever need guidance, advice or you are in doubt about the course of action
involving an ethical choice, then you can raise your concerns by confidentially talking
to any of the below:
• Your Manager
• Human Resources
• Unite
• Employee Assistance Programme (24 hr helpline).
• Employee Speak-Up Hotline
• Or by consulting our policies on:
- Whistleblowing
- Grievance
Effective and honest communication is essential if malpractice is to be effectively dealt

with. We operate appropriate procedures which provide guidelines to all employees
and individuals who work with Legal & General including temporary employees,
trainees, home-based employees, vocational workers, business partners and
contractors who feel they need to raise matters of concern relating to Legal & General
in confidence.

204. Banco Bradesco
2007 Sustainability Report1 including those with a cause. In general, violations of the Code were around 0.4% for
the auxiliary and intermediate employee levels, and 0.2% for the middle management
Government and Society levels. There were no cases of violation in the upper and top management levels.
As for financial contributions occasionally made by Bradesco Organization to political
Corporate Responsibility parties or on behalf of candidates to positions at the Legislative Power, these are
Bradesco adopts a series of measures to prevent the use of its structure in illegal made in strict conformity with the current legislation on donations to election
businesses. Among the initiatives are the Anti-Money Laundering and Anti-Terrorism campaigns. Thus, all actions of this nature are duly disclosed online on the website of
Financing Program, as well as specific surveys to make sure employees understand the Brazilian Electoral Court (TSE).
the current regulations on these matters. This program includes classroom and
distance learning programs, systems to monitor financial transactions, disclosure of
specific internal standards, and an Anti-Money Laundering and Anti-Terrorism
Financing Executive Committee, in addition to a team of experts exclusively dedicated Code of Ethical Conduct²
to the analysis of financial transactions with origin in and traces of illegal acts.
In terms of misconduct by its employees, the Bank has defined a relation of standards ETHICAL VALUES AND PRINCIPLES
and ethical behavior for its employees and collaborators, in documents which are
periodically updated, such as the Corporate Code of Ethics and the Sectorial Code of Government and Regulatory Bodies
Ethics, Internal Regulations, Know Your Client Policy, Know Your Employee Policy,
We must prevent any concession of advantage or privilege to public agents.
Brochure of Recommendations on Preventing Money Laundering, and Map of
Instructions – Internal Controls System, among others. All the rules are updated by We must strive for compliance with our policies, rules and strict prevention controls
the Committee on Ethical Conduct, and made available to the staff. In 2007, all of the and fight against money laundering and financing terrorism and illicit acts of any
Bank’s employees were informed of anti-corruption practices. nature, in strict compliance with applicable laws and in accordance with the best
national and international practices, in the locations where they are applicable.
Corruption is another topic addressed by our Code of Ethics. Noncompliance with and
violations of the Code by misconduct, in any form or fashion, including likely cases of Conflict of Interests
corruption, are subject to disciplinary and/or legal measures, after investigating if the
A conflict of interests takes place when there is the possibility of direct or indirect
cases are grounded or not, by an independent area – in the case of corruption, the
confrontation between employees’ personal interest and the Organization’s interests,
General Inspection/Internal Audit Department. On its turn, it is incumbent upon the
which may compromise or exert undue influence on the performance of their duties
Ethical Conduct Committee to assess and apply the applicable penalties.
and responsibilities. Interest is characterized by all and any material advantage in their
From January to December 2007, there was no material occurrence recorded. There own favor or in favor of third parties (relatives, friends etc.) with whom we have or had
are records of immaterial occurrences, to which the following types of penalties were personal, commercial or political relations. In the case of such conflicts, the employee
applied and involved, in this order: guidance, reprimands and even dismissals, must immediately tell his or her immediate superior so that he or she may make the
1 Source: http://www.bradescori.com.br/uploads/conteudo/18749/RS_2007_eng.pdf
²Source: http://www.bradescori.com.br/uploads/conteudo/1337/Codigo_de_Conduta_Etica_-_30_10_2008_-_eng_rev.pdf

appropriate decision, always protecting the assets of the Organization, its clients, Facts related to any accounting aspects or frauds committed by managers and
shareholders, investors and other related parties. employees of the Bank and its subsidiaries, or by third parties, must be brought to the
attention of the Audit Committee, which will maintain the identity of the provider and
We must refuse all gifts and monetary or material advantages that may represent an
the confidentiality of the information. In the event that accusations of this nature are
improper relationship or cause financial damage or damage to the reputation of the
made by means other than the Audit Committee, the issue shall be mandatorily
Organization from anyone who may offer them.
communicated to it.
CODE MANAGEMENT When the situation so requires, and if it is in the accuser’s interest, the right to make
an anonymous report is guaranteed. Facts must be presented in a diligent manner,
Violations of Bradesco Organization’s Codes of Ethical Conduct, policies and
gathering, when feasible, the documents that confirm the allegation.
rules
The content of complaints shall always be the most thorough possible, so that an
Such violations are subject to applicable disciplinary actions, regardless of the
eventual investigation process can take place.
hierarchical level, without adverse effects to the appropriate legal penalties.
Contact information can be found in the document “Channels for receipt of complaints
Accusations and complaints of employees or third parties who are aware of any
related to violation of Bradesco Organization’s Codes of Ethical Conduct, policies and
violation of the Organization’s Codes of Ethical Conduct, policies and rules, as well as
rules”, available on Bradesco’s website www.bradesco.com.br – Corporate
any information related to any non-compliance with legal and regulatory provisions
Governance Area – Codes of Ethical Conduct.
applicable to the Bank and its subsidiaries, may be made to their immediate superior,
to their Facility’s compliance area or respective Management, or also through the
following channels:
a) Ethical Conduct Committee;
b) Audit Committee;
c) General Inspectorate Department – IGL;
d) Compliance and Risk Management Department – DGRC;
e) Internal Controls and Compliance Superintendence of Grupo Bradesco de Seguros
e Previdência;
f) “Alô RH”; or
g) “Alô Bradesco” (“Talk to Us”) / Ombudsman of Banco Bradesco S.A.

206. Reliance Industries
Sustainability Report 2006-071

At Reliance, we have a long-standing history of corporate governance leadership and
commitment to high ethical standards. Corporate governance is in tegral to our culture
and openness about the company's corporate governance principles, practices, and
structure is an important element of our policy. We see effective corporate governance
as critical to achieving corporate goals and increasing the company's value. Our
management systems acts as the implementation tool to ensure long-term sustainable
performance.
Our whistleblower policy empowers any employee to report any wrong doing without
fear of reprisal. For matters where a director has an interest element, he abstains from
the relevant proceedings of that meeting. We recognise that it is our responsibility to
use the Company’s earnings to deliver value to our shareholders and competitive
prices to our customers.
In 2006-07, the Board of Directors met nine times. Of the 13 Directors on our Board,
eight are independent. We have several sub committees on key issues represented
by the Directors who oversee and guide on these issues. The broad functions of
various sub committees are given below:
1 Source: http://ril.com/downloads/pdf/RIL-SR2006-07.pdf

207. Walt Disney
STANDARDS OF BUSINESS CONDUCT 1 action. For instance, Cast Members and employees should never offer employment to
friends or family members of a government official in the hope of obtaining favorable
Foreign Corrupt Practices Act and Related Matters government action.
The Company, and each Cast Member and employee acting on its behalf, will Cast Members and employees are free to exercise the right to make personal political
comply with the Foreign Corrupt Practices Act. contributions within legal limits, unless such a contribution is either prohibited by other
policies of the Company, or would give rise to an improper appearance of partiality.
The Foreign Corrupt Practices Act generally makes it unlawful to give anything of Generally, no contribution may be made with the expectation of favourable
value to foreign government officials, foreign political parties, party officials, or government treatment in return. In any event, all contributions, whether made by an
candidates for public office for the purposes of obtaining, or retaining, business for the individual, political action committee, or the Company, are subject to complex rules
Company, or directing business to the Company or anyone else. This prohibition also governing, among other things, their amount, and manner in which, they may be
applies to payments that agents, representatives, or business partners to whom the made. Any questions about compliance should be directed to the Corporate Legal
Company pays commissions or other fees might make for purposes of obtaining or Department. In addition, any political activity or contribution by a Cast Member or
retaining business for the Company, or directing business to anyone else on the employee which might appear to constitute an endorsement or contribution by the
Company's behalf. It is now and always has been the Company's strict policy not to Company shall be discussed first with the Corporate Legal Department.
make any payment that violates the Foreign Corrupt Practices Act and to take steps to
ensure that our agents, representatives, and foreign business partners not do Relationships with Other Companies
anything that would put us in jeopardy of violating that Act. Because of the broad No improper or unethical payments will be made by the Company, or by Cast
reach of this statute and its harsh criminal penalties, each Cast Member and Members or employees or agents of the Company acting on its behalf.
employee contemplating any transaction that might even appear to be covered should
consult with the Corporate Legal Department. If such transaction is approved, the In dealing with customers, suppliers or agents working on the Company's behalf (such
transaction must be accurately reported on the Company's books and records. as lawyers or lobbyists), no Cast Member or employee of the Company shall give,
receive (or promise or agree to either give or receive), any cash, property or service
Relationships with Local, State and Federal Officials that is improper or unethical. Improper payments include kickbacks or bribes paid to
an employee of another company in order to secure some advantage for the
The Company, and each Cast Member and employee acting on its behalf, will Company, or receipt of kickbacks or bribes from an employee of another company in
make no improper payments to government officials. order to secure an advantage for that company. It is prohibited to give or receive
The Company, its Cast Members and employees, sometimes deal with government payments which are improper.
officials in the course of the Company's business. This happens in situations as Payments that are proper but which may be misinterpreted should be avoided and, in
diverse as a health inspection at one of our restaurants or a zoning review for a park any event, can be made only after consulting with the Corporate Legal Department.
expansion. All interaction with government officials while on Company business
should be professional. Any payment of cash, property or services that is, or could be
interpreted to be, a bribe, kickback, or improper gift is strictly prohibited. Equally
prohibited are promises of influence or favors in return for favourable government
1 Source: http://corporate.disney.go.com/corporate/conduct_standards.html

Cash -Related Reporting Requirements acquaint themselves with each customer's or licensee's policies and standards
applicable to the Company's relationship. In addition, Cast Members and employees
The Company, and each Cast Member and Employee acting on its behalf, will
should: acquaint customers and licensees with the Company's terms and conditions
comply with the laws regarding proceeds of illegal activity.
governing their purchase, sale or agreement; sell Company products and services
It is a crime under federal and some state money laundering statutes for any person to based only upon the quality and merit of those products and services; never
engage in commercial transactions with the proceeds of criminal activity knowing that recommend products or services that are not appropriate to customer needs; and
the property involved is the proceeds of criminal activity, if the intent in so doing is to never misrepresent the characteristics or capabilities of the products or services we
promote the criminal activity, conceal or disguise the source or ownership of the offer.
proceeds, avoid transaction reporting requirements or evade taxes. If a financial
Since we sell on the basis of quality, we do not want to undermine the judgment of
institution, such as a bank, loan company or travel agency is in volved, and the
others through gift-giving.
transaction exceeds US$10,000, it is not even necessary that the person have the
intent to promote the criminal activity, conceal or disguise it, evade taxes or avoid a Accordingly, no Cast Member or employee may give anyone a gift if it appears to be,
reporting requirement. These statutes are not limited to cash transactions. or could be considered to be, an improper inducement to do business with the
Transactions such as payments for hotel bills, airline tickets and retail purchases that Company. This means that a gift should not be excessive under the circumstances,
involve personal checks, Company checks or wire transfers may be covered. should not be offered if the nature or amount of the gift would violate the Company
policies of the recipient, should not seek to bring about an act that is contrary to the
While it is often thought that such statutes are limited to drug money laundering,
interest of this Company or of the company by which the other individual is employed,
these statutes reach almost every crime that generates large amounts of money.
should not be given in exchange for an act or service which is normally provided for
Violations of these statutes are extremely serious and can subject a person to 20
free, and should not be given when the actual purpose or use of the gift is different
years in prison and a fine of the greater of US$500,000 or twice the amount of money
from that which is reported or stated to others.
involved in each transaction.
Acceptance of Gifts
The Company does not want to be used by those engaged in criminal activity. Each
Cast Member and employee is expected to be on the alert for activities indicative of In any one calendar year no Cast Member or employee may, without the approval of
drug trafficking, money laundering or other crimes. If a Cast Member or employee has the Company, accept more than one gift - the fair market value of which may not
reason to believe that a transaction involves criminal proceeds, or if the transaction exceed US$75 - from any one person or entity that is doing, or seeking to do,
otherwise appears suspicious, the Cast Member or employee must immediately notify business with, or is a competitor of, the Company. A "gift" is anything of value, and
his or her supervisor, or, alternatively, report the transaction to the Guideline or to the includes all tangible items, such as jewelry or art; and intangible items such as
Corporate Legal Department. discounts, services, special privileges, advantages, benefits, rights not available to the
general public, vacations, trips, use of vacation homes, paid admission to sporting
Responsibility to Other Businesses events or special events, golf outings, vendor familiarization trips and use of
recreational facilities, loans or other favors. In no event may any gift in the form of
Customers and Licensees marketable securities or cash be accepted (other than customary circumstances such
as weddings or funerals, in which case the $75 limit applies).
Cast Members and employees dealing with our customers or licensees should:

Gifts in excess of $75 are subject to an "ordinary course of business" test. Gifts which, olicy is not intended to prohibit reasonable gifts from those who have a genuine
based on a good faith assessment by the recipient, have an aggregate fair market personal relationship with the recipient wholly apart from any business relationship.
value of less than $500, and which the recipient in good faith believes to be in the
Dealing with Improper or Illegal Behavior, and Suspected Violations of Law
ordinary course of business, may be accepted from any party in any one calendar
year without any notice to the Management Audit department. A gift will be considered Cast Members and employees are encouraged to talk to their supervisors or
to be in the ordinary course of business if: (a) it is of a type that is customary, managers when in doubt about the appropriate or ethical course of action in a
considering the job duties, job title, and seniority of the person to whom the gift is particular situation. Every Cast Member and employee must report any unethical,
offered, and (b) accepting the gift would provide a business advantage to the improper or illegal behavior, or any suspected criminal activity involving or relating to
Company by enhancing its business relationship with the gift-giver. By way of the Company. The Company also must be made aware of any complaints regarding
example, a tangible item such as a watch will almost never be in the ordinary course accounting or auditing matters, as well as its internal controls. Thus, any Cast Member
of business, while intangible benefits, such as admission to a sporting event or an or employee who believes, suspects, or becomes aware of any complaint that anyone
invitation to a golf outing, may be. Meals in the ordinary course of business are not at the Company is acting unethically or is violating, or has violated, any law,
subject to the $500 limitation. governmental rule or regulation on behalf of the Company, must report this to the
Guideline or to the Corporate Legal Department. The Company believes that it is most
If a party provides any Cast Member or employee with a gift in the ordinary course of
helpful when a Cast Member or employee making such a report identifies himself or
business, the fair market value of which exceeds, or may exceed, $500 during any
herself; however, it is not required. While, in any event, the confidentiality of any
calendar year, he or she may either refuse or accept the gift. If the gift is accepted,
person reporting unethical, improper or illegal activity will be protected to the extent
within 15 days of its acceptance the recipient must notify Management Audit, which
possible under the circumstances, reports will also be accepted anonymously.
will confirm whether the gift was, in fact, within the ordinary course of business. If
Moreover, the Company strictly prohibits any form of retaliation against anyone who
Management Audit determines that the gift was not in the ordinary course of business,
reports unethical, improper or illegal activity.
the recipient must pay to the Company - or make a charitable donation through the
Company equal to - the amount by which the fair market value of the gift exceeds The Guideline (800) 699-4870
$500.
The Guideline is one way for employees, Cast Members, vendors, suppliers,
The Company recognizes that it may not be easy or, in certain circumstances, customers, and others to report 1) questionable activities - including questionable
culturally appropriate, to refuse or return a gift given out of genuine generosity, so the accounting or auditing matters; 2) complaints regarding the Company's accounting,
Company has provided alternatives with respect to gifts that do not comply with this internal accounting controls or auditing matters; or 3) to ask for guidance on any work
policy. Therefore, with respect to gifts not in the ordinary course of business, a Cast related issues, or to make the Company aware of any suspected unethical or illegal
Member or employee may: 1) return the gift with a letter stating that it is against conduct, or violation at the Company.
Company policy to accept such gifts; 2) give the gift to the Com pany, so that the gift
The Guideline may be called any time, day or night, as it is available 24 hours a day,
can be either donated to a charity or otherwise disposed of; or 3) keep the gift and
365 days a year. The Company strictly prohibits any form of retaliation against anyone
make a charitable donation, through the Company, for the amount by which the fair
who reports any suspected wrongful conduct to the Company or any governmental
market value of the gift exceeds $75. (In the case of options 2 and 3, or if none of the
agency. Reports are accepted anonymously, and the confidentiality of all reports will
listed options seems appropriate for specific circumstances, Cast Members or
be maintained to the extent possible.
employees should contact the Management Audit Department.) In any event, this gift

Accountability for Compliance with the Standards of Business Conduct

The standards referred to herein are mandatory and apply to all employees and Cast
Members, who will be held accountable for compliance with the Standards. Failure to
abide by applicable standards may lead to disciplinary action up to and including
termination. Additional standards may apply to employees of specific business units or
locations. Thus, for example, station and network programming and news personnel
are subject to additional standards which are set forth in other documents.
BUSINESS STANDARDS AND ETHICS1

Business Standards and Ethics Training
Business Standards and Ethics training is provided by the company through its
Business Conduct Training Center, which provides education and training to domestic
and international employees through web -based tutorials via the My Disney TEAM
internal portal, regarding the company's Standards of Business Conduct and related
areas. It is the company's intent, through the Business Conduct Training Center, to
ensure that all of its employees have the knowledge and training to act ethically and
legally, in compliance with the company's Standards of Business Conduct.
1Source: http://corporate.disney.go.com/corporate/cr_business_standards.html

209. Swiss Reinsurance
2007 Corporate Responsibility Report 1 Group Code of Conduct²
Ensuring transparency for all stakeholders Moral Behaviour
Group Code of Conduct Gifts and Entertainment

The Group Code of Conduct (the “Code”) is an integral part of Swiss Re’s corporate • Offering or receiving any gift, gratuity, entertainment or any other favor that goes
governance. It outlines the basic legal and ethical compliance principles and policies beyond common courtesies associated with acceptable business practices and
applied by Swiss Re on a global basis. The Code also offers practical guidance and might be perceived to unfairly or illegally influence a business relationship or any
examples for deciding the appropriate course of action and solving ethical dilemmas. decision, must be avoided (also during traditional gift-giving seasons).
It further sets out how the Group’s employees should react when they observe a
• Never give, offer, or authorize the offer of anything of value to a business partner,
possible breach of the principles laid down in the Code. All emp loyees are expected to
customer, supplier, or government official to obtain any improper advantage. ̤ The
comply with both the letter and spirit of the Code and the Group’s corporate
value of gifts should be nominal, both with respect to frequency and amount.
governance principles, and to respect and obey the spirit and letter of applicable laws
and regulations wherever Swiss Re does business. • Use your good judgement. If you have difficulty determining whether a specific
gift or entertainment item lies within acceptable business practices, you can first
The Code of Conduct comprises five main sections: Business Ethics, Moral Behaviour
ask yourself:
(including bribery and corruption), Corporate Records and Communication, Market
Practice and Information Integrity. Swiss Re’s commitment to sustainability is included - “Is it legal?”
in the Code as an integral part of its business ethics. The Code thus creates a direct
- “Is it clearly business-related?”
connection between corporate governance and corporate sustainability. In 2007, 97%
of all employees worldwide completed an e-learning course on the Group Code of - “Is it moderate, reasonable, and in good taste?”
Conduct.
- “Would public disclosure embarrass Swiss Re?”
- “Is there any pressure to reciprocate or grant special favours?”
• If still in doubt, disclose the issue and consult with your superiors and your
Compliance Officer. If a doubt still remains, Swiss Re recommends and supports
you to abstain.
1 Source: http://www.swissre.com/resources/dfe971804a1e544b890edb1e1eec54e8-CR_Report_2007.pdf
²Source: http://www.swissre.com/resources/ea04d400455c503b8a4bba80a45d76a0-Group_code_short_en.pdf

Moderate gifts and entertainment may be exchanged with business partners or other The following may serve as guidance in critical situations:
external parties as a customary courtesy, never to influence business decisions or
• Ignore or reject any hints at bribes.
obtain any improper advantage.
• Try to have someone as your witness to support you.
Remember:
• Agree to nothing, even if the suggestion includes a “charitable donation”.
• There is a thin line between acceptable gifts, to build up good personal business
relationships, and bribery or corruption. • Seek advice from the Compliance Officer, Legal Counsel and/or Security Officer.
• Problems arise when business gifts and entertainment (appear to) compromise
Swiss Re’s or its business partners’ ability to make objective and fair business
decisions.
Market Practice
• Illegitimate gifts are often made in secret, and indirectly.
Money Laundering
• No matter how small, repetitive gifts may be perceived as creating an
inappropriate obligation to the giver and are not acceptable. • To “Know Your Customer” is paramount. Whenever possible (or legally required),
conduct a “Customer Due Diligence” by:
- obtaining evidence of customer identity (including the source of the
wealth) and type of business;
• Swiss Re prohibits ̤
all forms of bribery and corruption.
- checking the authority of your counterpart; and
• You must not make any payments or gifts, or provide other favors, to any public
- determining the underlying reason for the transaction.
official, representative of a regulatory body or governmental agency or to a
political figure, nor to any of our business partners, customers or suppliers, to
influence any act or decision to obtain or retain business, or for any other
• The following unusual dealing patterns may be suspicious:
unlawful purpose.
- many securities transactions across many countries and/or in small
• When in doubt, always make the issue transparent and consult with your
amounts, also where proceeds are credited to unverified third-party
supervisor and your Compliance Officer.
accounts;
- transactions with no obvious purpose, e.g. low-grade overseas
Swiss Re values long-lasting relationships, and deals with its business partners, securities exchanged for high-grade securities; and
regulators, governmental agencies and public officials as well as political figures on
- bearer securities held outside a recognised custodial system.
the basis of ethics, merit and trust, never illicit payments or other unlawful “favours”.

• Report any suspicions to your Compliance Officer and supervisor without

disclosure to the (proposed) client.
• Any transactions appearing illegitimate should be declined.
To avoid Swiss Re’s unintentional involvement in money laundering, adherence to the

“Know Your Customer” (also known as “Customer Due Diligence”) principle is crucial.
Money laundering is viewed as a two-way problem. It is the process whereby:
• funds from illegitimate sources are brought into legitimate financial channels; or
• legitimate funds are diverted to illegitimate purposes.
Applicability and Responsibilities
Purpose and Applicability of Code
• The Code applies to all employees, contingent workers and representatives of

Swiss Re, acting on its behalf.
• Management must lead by example.
• Wilful or negligent violations of the Code will be appropriately disciplined.
• Good-faith reporting of illicit acts is encouraged and supported. Retaliation
against “whistle-blowers” is prohibited.
This Code reflects the legal and ethical compliance standards Swiss Re applies
worldwide.
Local laws and regulations may dictate variations to the Code; they can be a higher,
but never a lower standard.

211. National Australia Bank
Code of Conduct 1 conflicts of interest and relations with customers and/or third party providers
prevention of fraud You should always remember that as an employee of NAB you are expected to
represent and support NAB’s policies.
NAB can at any time be the target of fraud and corruption.
You should exercise caution in your personal relationships with customers to ensure
Fraud and corruption involves dishonest actions, or dishonestly failing to act, that they do not involve obligations that may prejudice or influence your business
cause actual or potential financial loss, or an unjust advantage, including theft of relationship or conflict with your duties to NAB. In addition, services and products
money, data or other property whether or not deception is involved. Deliberately must not be made available to customers if you are aware, or have reason to suspect,
falsifying, concealing or destroying documentation, particularly financial statements, of these facilities will be used for criminal or illegal activity.
your own, a customer’s or NAB’s, is regarded as fraudulent or corrupt action.
Furthermore, employees or contractors must not be involved in an act or acts of You should also exercise considerable care in accepting any opportunity to become
bribery by providing or promising to provide a benefit, including non-monetary and involved in non-NAB employment/ business ventures whether as a principal, partner,
non -tangible inducements, to another person where that benefit is not legitimately director, agent, guarantor or employee. Any such interest in other
due. employment/business may only be pursued with the written consent of NAB.
Specifically, this consent must be given by the person responsible for conflicts of
Our policies and procedures have been designed to minimise risk to our employees interest management within your business unit.
and NAB. You should be alert to unusual activities or requests from other employees
or customers and adhere strictly to NAB’ s polices and procedures. You may accept positions in clubs, charitable organisations etc. However, if you feel
your personal activities may result in a conflict of interest with your work you must
For example, accounts must not be opened or operated in fictitio us names. By consult your people leader, the person responsible for conflict of interest management
ensuring that the correct procedures are adhered to at all times, such as checking a in your business unit and/or People and Culture prior to accepting such positions.
customer ’s identity, including the 100 point AUSTRAC check list, fraudulent situations
such as this can be prevented. If your circumstances change, for example you make important purchasing decisions
for the bank and people close to you, e.g. partner, relative, friend etc, have a major
The definition and example outlined above is not exhaustive. Please refer to the full interest in, or are the actual supplier, you should disclose this to your people leader,
policies and procedures located on NAB’ s intranet for more information. If you are the person responsible for conflict of interest management in your business unit
unsure whether fraud has occurred, or if you are pressured by a customer or fellow and/or People and Culture prior to any purchasing decision being made.
employee to depart from our policy/procedures, consult your people leader or next
level manager. The Whistleblower Protection Program Policy and Process has also You must also exercise care in the giving and receiving of business related
been established to assist employees to report suspected and actual fraud. Failure to gifts/entertainment from customers, even small gifts, to ensure they do not entail any
report fraud will be regarded as seriously as the fraud itself. obligation or expectation of favours.
Failure to adhere to procedures designed to prevent fraud occurring, or failure to The exchange of gifts of limited value is accepted business practice. However,
report suspicious activity such as money laundering, may result in disciplinary action processes are in place to ensure transparency and to protect staff from any perception
against an employee. of improper conduct or conflicts of interest. Subject to your Business Unit’s
1 Source: http://www.nabgroup.com/vgnmedia/downld/CodeOfConductAustJan08.pdf

requirements, gifts given or received must be recorded in the relevant Gift/Conflicts of our customers fairly and as we would wish to be treated ourselves. In this way, we will
Interest Register. If in doubt, consult with your manager or people leader. achieve our corporate objectives and meet the expectations of all of our stakeholders.
Identification and management of conflicts of interest is a compliance obligation, and We can then take pride in NAB’s compliance culture and achievements. Your conduct
you should familiarise yourself with the Group Conflict of Interest Policy located on the will be a key contributor to this.
Intranet.
The minimum behavioural expectations for all employees are defined in the Corporate
consequences of breaching the code of conduct Principles and Compliance Standards, as well as in the Code of Conduct.
The material presented within the Code of Conduct is by no means exhaustive. The Primarily an employee’s behaviour is assessed against these principles as part of their
Code has been designed to focus upon particular recurring examples of misconduct annual performance review. Doing the right thing, living the Corporate Principles,
identified by NAB. Compliance Standards, and abiding by this Code of Conduct means that an employee
is compliant. Where an employee fails to do this penalties will be applied.
As previously discussed, the importance of a relationship based on trust between NAB
and its employees cannot be underestimated. All suspected breaches of our Code of Our compliance procedures and training are in place to protect you, NAB and our
Conduct or any other situation pertaining to the relationship of trust between NAB and customers. Make yourself familiar with your obligations, actively encourage others to
its employees will be thoroughly investigated. do the right thing and let us know where problems arise.
Depending on the nature of the issue such investigations will be conducted by the Any suspected issues of non compliance or potential breaches should be reported to
people leader supported by Audit, People and Culture, Compliance, Technology, your people leader, to Concern Online, or to the Whistleblower Protection program.
Security or an external party. If these investigations reveal breaches of policy, Identifying incidents and potential breaches is about noticing mistakes and process or
appropriate disciplinary and remedial action will be taken. This will range from system failures that could lead to a breach of our policies, procedures or relevant
providing the employee with training, coaching and counselling through formal legislation and codes and making sure this is reported so that we can work together to
warnings to termination of their employment. The NAB’s consequence management remedy any weaknesses.
framework provides further guidance for employees on the process NAB will
Examples of a breach can include, but are not limited to:
undertake where suspected breaches are identified.
• Failing to take additional steps to ensure that a customer from a Non English
All such breaches of the Code of Conduct or policy will impact on an employee’s
Speaking Background understands the fees and charges that may apply to a
performance appraisal and consequent short term incentive payment.
product.
complying with regulatory obligations
• Failing to report cash transactions at your Branch that are in excess of $10,000 or
Regulatory compliance is about complying with all laws, regulations and codes that transactions that you suspect may be suspicious.
are applicable to NAB as a financial service provider and in order to stay in business.
• Keeping a list of your customer’s tax file numbers in a spreadsheet on your
Failure to meet our regulatory obligations can impact our license to operate and can
computer.
result in fines, termination of employment or imprisonment for employees. It is also
about developing the right compliance culture “doing the right thing” so that we treat

Group Whistleblower Policy1 • This Policy is intended to encourage and enable employees to raise serious
concerns within the Group prior to seeking resolution outside the Group.
Overview Processes are in place to ensure employees making Protected Disclosures are
• Our Corporate Principles, Compliance Standards, Code of Conduct and policies protected from reprisals.
guide our day-to-day decisions, actions and behaviours and govern our business. • The Group employs persons in a variety of capacities and therefore the term
The National Australia Bank Group (the Group) does not tolerate known or ‘employee’ is to be given a broad definition. For the purposes of this Policy and
suspected incidents of illegal, unacceptable or undesirable conduct by its the Group Whistleblower Program Guidance Notes, ‘employees’ include ‘any
employees. director, officer, employee, contractor, subcontractor, or agent of the Group’.
• The Group Whistleblower Program (this Policy and the accompanying Group
Whistleblower Guidance Notes) is part of the Group Corporate Governance and
Fraud Risk Management framework. Overall governance of the Group
Whistleblower Program is undertaken by the Principal Board Audit Committee
(PBAC) via Internal Audit. Day to day operation of the Program is managed by
the Protected Disclosure Coordinator within Group Operational Risk & Security.
• The Group Whistleblower Policy is designed to complement the normal
communication channels between people leaders and employees to address
questions, concerns, suggestions or complaints. If employees have any concerns
about what is proper conduct for themselves or others, it is expected they will do
the right thing and raise their concern. In most cases, an employee’s immediate
supervisor is in the best position to address an area of concern. Serious matters
should in turn be escalated through appropriate management channels in the
normal course of business. See section 1.2 of the Guidance Notes for details of
standard communication channels for reporting concerns.
• Alternatively, where an employee feels unable to raise a concern via standard
communication channels for reporting incidents and where the matter comes
within the definition of ‘Reportable Conduct’ (see section 3.3 below), an employee
can make a ‘Protected Disclosure’, anonymously if required, which enables
formal whistleblower protection to occur in accordance with the Group
Whistleblower Program. Refer to section 3.2 below for a definition of Protected
Disclosure and refer to the Guidance Notes for more information on how to make
a Protected Disclosure.
1 Source: http://www.nabgroup.com/vgnmedia/downld/GroupWhistleblowerPolicyJan08.pdf

212. Denso
CSR Report 2008 1 for employees to reaffirm the importance of compliance and learn about external
trends. In fiscal 2008, 360 executives, department managers, domestic Group
DENSO Group Declaration of Corporate Behavior company presidents, and compliance leaders attended lectures (and 95% of
attendees replied that they were glad they participated). Going forward, we are
For International and Local Communities focused on bringing this information not only to managers but also to all employees in
an effort to bolster compliance.
We will comply with each country’s competition laws and endeavor to maintain sound
and fair business operations.
• We will not tolerate collusion and bribery, and will maintain honest and fair Internal whistle-blowing system
relationships with government agencies and public authorities. DENSO Corporation’s internal whistle-blowing system provides an effective means of
preventing and promptly addressing improper and illegal behavior. The system (in the
form of the Business Ethics Hotline), which allows anonymous reporting, is
Compliance independent from the normal chain of command at the Company and is administered
by outside attorneys and the Legal Department in accordance with Japan’s Whistle-
Education and enlightenment blower Protection Act. We passed out cards listing the hotline number and expanded
the scope of the program in May 2006 to include principal suppliers (300 companies).
Ongoing education and enlightenment activities are important too ls for improving In fiscal 2008, the hotline received 114 reports and requests for advice in areas such
employees’ awareness of compliance issues. DENSO Corporation began providing as employment, labor, work environment, information management, business
compliance education by employee level in 2002 and introduced education and transactions and accounting, all of which were addressed after staff investigated the
enlightenment activities led by compliance leaders by workplace in 2006 (including situation and confirmed the facts. All hotline tips and inquiries were reported to the
contract, temporary and other employees). In fiscal 2008, a total of 3,117 employees Business Ethics and Compliance Committee.
participated in these programs. Furthermore, we offered e-learning courses for about
23,000 employees who have their own computers (including temporary employees) in Activity reviews and improvements
April and May 2008 in an effort to enhance individual employees’ awareness of Since 2003, we have set aside each October as DENSO Group Business Ethics
compliance issues. About 21,000 workers participated in the program, which we plan Month, during which time workplaces conduct a standardized self-review. In fiscal
to offer twice a year in the future. 2005, DENSO Corporation began conducting an annual Business Ethics Survey to
Legal Department initiatives include raising employees’ awareness by means of the assess awareness of policies and latent risks. Results of the fiscal 2008 survey (which
Business Ethics Newsletter (published 8 times in fiscal 2008) and information pages targeted about 4,000 workers, including temporary employees) indicated that general
on the corporate intranet, as well as holding group legal education classes and visiting employees were less aware of the Code than were managers, and that awareness of
local sites to provide legal education (including 35 companies in fiscal 2008). the internal whistle-blowing system was low in production and other departments. In
Overseas, we are working to share and raise awareness of the most up-to-date legal fiscal 2009, we will address these issues by handing out a simplified version of the
information by publishing the quarterly bulletin Legal News in English and Japanese in Code of Conduct for DENSO Group Associates, continuing e-learning training and
locations such as North America and China. Additionally, we began holding a series of strengthening efforts to promote the whistle-blowing system.
Business Ethics Lectures given by attorneys in fiscal 2007 to provide an opportunity
1Source: http://www.globaldenso.com/en/csr/report/2008/pdf/e2008.pdf

213. KBC Group
Corporate Social Responsibility Report 2007 1 our operations from such risks. Moreover, our ‘personal transactions’ and our ‘conflicts
of interests’ group-wide compliance rules were distributed throughout the group. And,
Responsibility towards the community our gifts policy, our dealing code for key employees and our whistleblower
guidelines34 were implemented throughout the group and are already in place in the
Compliance majority of group entities. In particular, the whistleblower guidelines ensure the
protection and privacy of staff members who wish to report irregularities or operational
The Group Compliance Division acts as our independent adviser, monitoring and shortcomings in good faith.
promoting compliance of our entities with our internal ethical c odes and with
regulations in force regarding banking and insurance operations. It reports directly to
the President of the Group Executive Committee and to the Chairman of the Group
Audit Committee. In particular, it is charged with monitoring and reporting unusual
transactions in connection with money laundering and insider trading and performing Code of Conduct for KBC Group Employees²
investigations related to fraud, as set down in detail in the Compliance Charter and in
KBC’s Integrity Policy (see boxed text). In this regard, the Group Compliance Division Conduct towards clients
collaborates with the internal Audit Division at KBC, which is in charge of monitoring
risk management at and assessing internal control systems within all KBC entities. Soliciting or accepting gifts or fees
Special units have been set up within the Group Compliance Division to handle It is unacceptable for members of staff to abuse their position to solicit or accept from
particular issues, including the Group Anti-Money-Laundering Unit and the Group client, suppliers or other business relations, direct and indirect gifts and commissions
Ethics & Anti-Fraud Unit. In addition, local compliance units have been set up at for personal enrichment, to infer that they might be made or provided, or to encourage
virtually all our main international subsidiaries and entities, which report by function to their offer.
the Group Compliance Division on all areas of priority, and, in particular, the areas of
In the choice of suppliers or other business relations, the interest of the company must
anti-money laundering and terrorism financing, fraud and tax evasion, monitoring of
be the sole criterion.
the MiFID implementation and market abuse and data protection. We pay much
attention to maintaining the confidentiality of information and to respecting privacy, in However, because of their position, members of staff of an institution in the banking or
accordance with local privacy laws, as well. insurance sector may find themselves in situations where it is customary to offer gifts
or a consideration. In such circumstances, it is required practice to check whether
The Group Compliance Division has also stepped up its contribution to KBC’s training
what is offered is commensurate with the relationship and the position of the person
courses by way of traditional classes or information sessions for staff on various
concerned, and with what is customary. Here, it is the gesture that counts, which
aspects of compliance, as well as an e-learning package for employees in the bank
means that the business gift should not be an expensive one. Gifts of money are
branches in order to prevent the laundering of funds from criminal activity.
never permitted.
In 2007, we rolled out the ‘Know Your Customer’ policy to all group entities to further
buttress our commitment to anti-money laundering and anti -terrorism and to safeguard
1 Source: https://multimediafiles.kbcgroup.eu/ng/published/KBCCOM/PDF/COM_RVG_pdf_CSR_rapport_2007.pdf
²Source: http://newkbc-pdf.kbc.be/financial_information/KBC_code_of_conduct_ENG.pdf

When the members of staff are in doubt as to whether or not accepting a gift is The principles concerning the laundering of money derived from criminal activities are
permitted, they must confer with their immediate supervisor or the senior covered comprehensively in the relevant set of instructions. They are required to be
management. On no account may the acceptance of any gift influence the choice of strictly observed. Only through proper conduct with regard to this problem can the
business relation and the terms under which transactions are concluded with the group companies’ employees avoid jeopardizing the good name of the group and its
institution. personnel.
Conduct towards the authorities and the community
Special attention shall be paid to the following:
• laundering of money from criminal activities KBC Group’s Anti-corruption policy statement1
The laundering of money from criminal activities is a punishable offence. KBC Group formally opposed to any form of corruption, including extortion and
Although the legislation on money-laundering is aimed particularly at serious bribery. In both the private and public spheres. Under no circumstances will KBC or
crimes, such as drug-dealing and terrorism, the legislator opted to introduce a any member of its staff knowingly offer or give bribes, either directly or indirectly, in
general penal law. Consequently, transactions involving money derived from no the conduct of its operations. KBC does not condone any form of donations
matter what crime, including social and tax fraud, are punishable by law. whatsoever to persons or parties in a political or public capacity that is in contradiction
of the applicable law, nor will KBC tolerate such behaviour by its employees.
In order not to expose themselves to criminal prosecution, every member of staff
is required to be particularly vigilant as regards suspect transactions and to avoid
co-operating in any way in money-laundering operations. Members of staff may in
no way offer any intermediation for transactions known to be linked to the
laundering of money or that can reasonably be assumed to be linked to such
activity.
Furthermore, the law imposes a number of obligations with a view to combating
money laundering operations.
Accordingly, members of staff are required in the prescribed and other cases to
identify each client, to keep a copy of the documents used for identification
purposes and to report any suspect transaction forthwith via the appropriate
channels.
Transactions with clients who will not prove their identity on request must be
refused.
1 Source: http://newkbc-pdf.kbc.be/financial_information/KBC_anti_corruption.pdf

214. FedEx
Global Citizenship Report 2008 1 be entitled. Never make or agree to such payments. Bribes, “kick-backs,” secret
commissions and similar payments are strictly prohibited. Moreover, they may expose
Creating a Safe Workplace FedEx and its employees and Contractors to criminal prosecution and serious
penalties under U.S. law and the laws of other countries.
Human Rights Strict rules apply when FedEx does business with governmental agencies and
Our workplace policies are designed to promote a fair environment, where all team officials, whether in the U.S. or other countries. For instance, you are required to
members feel respected, satisfied and appreciated. We hire, evaluate and promote comply with the Foreign Corrupt Practices Act (FCPA), which, in addition to requiring
employees, and retain independent contractors, based on their skills and compliance with internal control procedures, makes it illegal to bribe a foreign official
performance. or anyone acting on such official’s behalf in order to affect any governmental act or
decision, obtain or retain business or gain improper advantage. A bribe could be a
FedEx always seeks to comply with local, state, national and international laws. We payment or an offer or promise of anything of value (regardless of the amount), and a
articulate our expectations beyond legal compliance in our Code of Business Conduct foreign official could be a government official, political party official, political candidate
& Ethics, and FedEx Values. Our people across the globe are accountable for or public international organization official. “Facilitating payments” are prohibited
complying with these policies. without prior, written approval of your company’s legal department unless such a
The FedEx Code of Business Conduct & Ethics sets forth the legal and ethical payment is necessary to protect the health or safety of a person. Although U.S. law
standards with which our people are expected to comply and covers discrimination, permits such a payment under certain narrow circumstances, facilitating payments
bribery, corruption and many other topics. For the FedEx Code of Business Conduct & violate the anti-bribery laws of most countries, are often poorly documented and tend
Ethics, visit http:// ir.fedex.com/downloads/code.pdf. to encourage and perpetuate corruption generally. Therefore, FedEx has decided to
join many other multinational corporations in adopting a higher standard than the
FedEx has a toll-free 24-hour whistleblower hotline, the FedEx Alert Line, established FCPA. Obtain approval from your manager or Company Contact and, as required,
for the anonymous and confidential reporting of any known or suspected violation of your company’s legal department before providing or offering transportation, lodging,
law, the Code of Business Conduct & Ethics, or any other company policy or any meals, entertainment, gifts or hospitality to government employees. Any such payment
unethical behavior. The Code prohibits retaliation for making such reports. or gift must be fully documented.
Gifts, Entertainment, Loans or Other Favors
Code of Business Conduct & Ethics² You, and members of your immediate family, should not accept gifts or paid-for
Improper Payments entertainment (other than of nominal value), loans (of any amount) or other favors
from a vendor, prospective vendor or any person with whom FedEx does, or may do,
We do not tolerate the making of payments or payments in -kind (gifts, favors, etc.) to business. Receiving such items or favors may compromise – or appear to
influence individuals to award business opportunities to us or to make a business compromise – your ability to make objective and fair business decisions. Offering or
decision in our favor. In international business, in particular, employees or Contractors receiving any gift, gratuity or entertainment that might be perceived unfairly to
may sometimes come under pressure to make payments or payments in kind to influence a business relationship must be avoided. Cash gifts must never be offered
induce others improperly to grant permits or services to which we would not generally or received. In addition, you must never solicit a gift or entertainment. Business
1 Source: http://citizenshipblog.fedex.designcdt.com/fedex_citizenship_2008.pdf
²Source: http:// ir.fedex.com/downloads/code.pdf

entertainment should be moderately scaled and intended only to facilitate business departments: Legal, Security, Human Resources and Internal Audit. When you call the
goals. Gifts that are repetitive (no matter how small) may be perceived to be an FedEx Alert Line, your report will be assigned a control number that will allow you to
attempt to create an obligation to the giver and are therefore inappropriate. This policy call back to receive an update on the matter from FedEx, if any is available, or to
applies at all times, and does not change during traditional gift-giving seasons. contribute additional information.
You must obtain the approval of your manager or Company Contact before accepting
any gift or entertainment of more than nominal value from a vendor, prospective
vendor or any person with whom FedEx does, or may do, business. When in doubt, The FedEx Alert Line:
advice should be sought from your company’s legal department. 1-866 -42-FedEx (1-866-423-3339)
International callers should consult the FedEx Web site to find the number that applies
Reporting Abuses; FedEx Alert Line to their region or country: http://fdx.client.shareholder.com/WBphoneNumbers.cfm
If you know of or suspect there is a violation of any law, regulation, this Code, any Enforcement
other FedEx policy, any unethical behavior related to FedEx, or any questionable
It is our policy to prevent the occurrence of unethical or unlawful behavior, to
accounting, internal auditing controls or auditing matters related to FedEx, you must
immediately stop any such behavior that is detected and to discipline persons who
immediately report it to your manager, human resources representative, Company
engage in such behavior. We will also discipline managers who fail to exercise
Contact or your company’s legal department or use the complaint processes within
appropriate supervision and oversight, thereby allowing such behavior to go
your operating company. We encourage you to talk to managers, human resources
undetected.
representatives, Company Contacts, members of your company’s legal department or
other appropriate personnel when in doubt about the best course of action in a Deviating from the guidelines set forth in this Code or in other FedEx policies can
particular situation. If you report a violation or suspected violation to your manager, have severe consequences for both the individuals involved and FedEx. Conduct that
human resources representatives, or Company Contact and appropriate action is not violates the guidelines set forth in this Code or in other FedEx policies constitutes
taken, you must contact your company’s legal department. FedEx’s policies prohibit grounds for disciplinary action, up to and including termination of employment or
intimidation or retribution for any reports of misconduct by others that you make in engagement. In some cases, criminal and civil prosecution may also be pursued.
good faith.
The Executive Vice President and General Counsel of FedEx Corporation has
The FedEx Alert Line has been established for the anonymous and confidential ultimate responsibility for overseeing compliance with all applicable laws, this Code
reporting of any known or suspected violation of law, this Code or any other company and all related policies and procedures. Each officer is responsible for ensuring
policy or any other unethical behavior. The FedEx Alert Line is toll-free, and is compliance with this Code, and all other applicable policies and procedures, within the
available 24 hours a day for use by FedEx employees and Contractors anywhere in area of the officer’s responsibility.
the world to the extent permitted by applicable law. Trained operators who are not
FedEx employees staff the FedEx Alert Line. Information you provide using the Alert
Line will be promptly transmitted to the appropriate parties, which may include
members of senior management and persons from any or all of the following FedEx

215. Nippon Mining Holdings
CSR Report 2008 1 Nippon Mining & Metals Group

The Nippon Mining & Metals Group incorporates compliance education into annual
Compliance and Risk Management
training programs for each class of employee. Also, the Nippon Mining & Metals
Group heightens awareness of compliance by providing information on related laws
The compliance advancement system of the Company Group and statutory regulations through its intranet. In May 2007, the Nippon Mining &
Further, the committee manages the whistleblower systems of Nippon Mining Metals Group Compliance Guidebook was prepared and distributed to all directors
Holdings and the Group companies that report directly to it. and employees. As a practical manual on conforming to the Nippon Mining & Metals
Group’s Code of Corporate Conduct, the guidebook includes explanations of
In addition, the Company extends and strengthens compliance initiatives by important points for specific areas and categories. Further, from July to December, 18
convening the Nippon Mining Holdings Group Compliance Committee, which presentations were conducted at the major operating bases of Nippon Mining &
comprises the members of the Nippon Mining Holdings Compliance Committee and Metals Group companies.
the presidents of Group companies.
The risk management of the Nippon Mining & Metals Group centers on the Risk
Japan Energy Group Management Subcommittee of its CSR Committee. Guided by the subcommittee’s
Since establishing its Mission in 1997, Japan Energy has convene d the Corporate basic policies and advancement plans, the group identifies and evaluates risk at
Principles Committee, chaired by its president, every month in principle. Also, Japan operating bases, prepares risk countermeasure plans and steadily implements them.
Energy created the Mission Consultation Office for Internal Reporting as an in-house The Nippon Mining & Metals Group reviews risk countermeasure plans and
body in June 2001. As well as responding to the questions, opinions and concerns of implementation progress twice a year. In addition, the Nippon Mining & Metals Group
directors and employees about the Mission, the office helps prevent misconduct by continuously improves risk management through a PDCA cycle in which divisions
providing consultation and a point of contact for whistleblowers, based on the Basic annually review risks and undertake self-evaluations of progress in implementing
Compliance Rules established in May 2004. Moreover, in order to complement and measures.
add to its existing channel for reporting misconduct, Japan Energy created a In April 2006, the Nippon Mining & Metals Group further improved compliance and risk
whistleblower helpline that enables consultation with external l awyers in April 2006. management by establishing the Nippon Mining & Metals Group Hotline, providing
Risk management can be divided into risk assessment (preventative), risk control points of contact and consultation inside and outside the Nippon Mining & Metals
(dealing with problems), and risk communication (public relations). Japan Energy Group to in-house whistleblowers.
places particular emphasis on preventative risk assessment. The company evaluates
the highest-risk aspects of its business activities – the production equipment of its
oilrefineries – using the HAZOP method.
1 Source: http://www.shinnikko-hd.co.jp/english/csr/report_2008/pdf/2008e_report_a4.pdf

216. Ingram Micro
Code of Conduct 1 other issues of legal and ethical compliance involving the General Counsel must be
disclosed to the Audit Committee. All directors suspecting violations of the Code of
WHAT ARE THE POLICIES AND PRINCIPLES? Conduct or company policies on legal and ethical conduct must immediately report
them, and disclose any potential conflicts of interest, to the General Counsel, who
Foreign Corrupt Practices shall in turn notify the Audit Committee.
Directors, officers and associates cannot pay or offer to pay money or anything else of Any associate with questions about the interpretation of this Code or its application to
value to government officials, officials of public international organizations, political a particular situation is encouraged to contact the human resources or legal
candidates or political parties for the purpose of obtaining or retaining business for departments for further assistance; officers and directors should direct their questions
Ingram Micro. Ingram Micro policy also prohibits the payment of bribes to commercial to the General Counsel.
customers, as well as vendors, to obtain or retain their busines s.
Receipt of Gifts and Gratuities
Directors, officers and associates can accept from present or prospective suppliers, or
offer to our customers, only gifts, gratuities, entertainment or other courtesies that are
not excessive and are consistent with reasonable standards in the business
community and specific company requirements.
WHERE DO I REPORT VIOLATIONS, DISCLOSE ISSUES OR ASK QUESTIONS?
Associates suspecting violations of the Code of Conduct or company policies
regarding legal and ethical conduct should immediately report them, and disclose any
potential conflict of interest, to their supervisor, to the Human Resources department
or to the General Counsel. Associates are encouraged, if they prefer anonymity in
reporting violations, to contact the Ingram Micro Hotline (see attached charts).
All officers suspecting violations of the Code of Conduct or company policies on legal
and ethical conduct must immediately report them, and disclose any potential conflicts
of interest, to the General Counsel. Furthermore, the Chief Exec utive Officer and the
principal financial officers (meaning the Chief Financial Officer, the Corporate
Controller and all other officers and associates so designated b y the General Counsel)
must immediately disclose to the General Counsel any material transaction that could
reasonably be expected to give rise to a conflict of interest. The General Counsel
must in turn notify the Audit Committee of any such disclosure. Conflicts of interest
and
1Source: http://media.corporate -ir.net/media_files/irol/98/98566/gov/CodeofConduct4_08.pdf

217. Sysco
Code of Business Conduct and Ethics1 payment or gift, except to the extent specifically permitted by this Section 4 of the
Code.
Payment of Gratuities
Notwithstanding the foregoing, a non-cash token of appreciation such as a meal, gift
In all dealings with suppliers, customers, governmental officials and associates of box, sporting event tickets, or similar items can be accepted if the value of such gift
SYSCO, no director (in connection with his or her efforts or rol e as a director of does not exceed $250.00.
SYSCO), associate or officer shall offer to give or give any payment or other
significant thing of value that has as its purpose, or potential purpose, or may appear Furthermore, no associate, officer or director (in connection with his or her efforts or
to have as its purpose, improperly influencing the business relationships between role as a director of Sysco Corporation) may accept any gift whose value exceeds
SYSCO and such persons or entities. Notwithstanding the foregoing, this paragraph is $250.00, participation in supplier promotional activities, vacation packages, hotel
not intended to prevent participation by SYSCO associates in legitimate promotional accommodations, trips or other similar items of value from any Business Associate
activities of SYSCO’s suppliers or participation of SYSCO’s suppliers in legitimate with whom SYSCO has a business relationship unless he or she has fully disclosed
promotional activities of SYSCO. A SYSCO associate will be entitled to participate in the details of such item and obtained prior approval as follows: (i) in the case of an
such supplier promotional activities, however, only if and to the extent that the details Operating Company associate, from the President/Chief Executive Officer of his or her
of such activities are fully disclosed to and approved by the associate’s immediate Operating Company; (ii) in the case of an Operating Company President or Executive
supervisor and the Chief Executive Officer of the Operating Company employing such Vice President, from the Senior Vice President to whom he or she reports: (iii) in the
associate, if he or she is employed by an Operating Company, or Sysco Corporation’s case of Corporate associate, from the Executive Vice President to whom his or her
Chief Executive Officer or his designee if the associate is employed by Sysco department reports; (iv) in the case of Corporate officer, from the senior executive to
Corporation. In addition, this paragraph shall not prohibit a SYSCO associate from whom he or she reports; (v) in the case of the President of Sysco Corporation, from
giving a reasonable and customary holiday gift to a SYSCO customer or supplier. the Chief Executive Officer of Sysco Corporation; (vi) in the case of a director, from
the Chairman of the Board of Directors of Sysco Corporation; and (vii) in the case of
Receipt of Payments or Gifts the Chairman of the Board, from the Presiding Director. Gifts in the form of cash or
In all dealings with vendors, suppliers, customers and associates of SYSCO checks are strictly prohibited.,
(“Business Associates”), no associate, officer or director (in connection with his or her Although gifts valued at $250 or less may be accepted without prior disclosure and
efforts or role as a director of Sysco Corporation), associate or officer shall request or approval, corporate officers and Operating Company Chief Executive Officers are
accept any payment or other significant thing of value in exchange for business responsible for ensuring that there is no abuse or violation of SYSCO’ s ethical
opportunities or that has as its purpose, or potential purpose, or may appear to have standards in the receipt of gifts by associates.
as its purpose, improperly influencing the business relationships between SYSCO and
such Business Associates. Therefore, corporate officers and Operating Company Chief Executive Officers may
implement, at their discretion, procedures for monitoring the receipt of gifts to ensure
This prohibition applies to any Business Associates with whom SYSCO has an that there is no abuse in the receipt of gifts by associates or violations of the SYSCO’s
existing or prospective relationship known to such associate, of ficer or director. In our ethical standards. Corporate officers and Operating Company Chief Executive Officers
continuing effort to maintain high ethical standards and to avoid appearances of must take appropriate action where the receipt, frequency or offer of gifts
impropriety, it is required that all associates, officers and directors decline any such compromises business integrity or otherwise violates or has the potential to violate the
1Source: http://files.shareholder.com/downloads/SYY/540584555x0x229948/9d 41f158-ec7b-42f6-9617 -53f54d9ff517/CodeofConduct.pdf

Code. other legal obligations imposed on the Operating Company by law or regulation. Such
programs will be under procedures established by the Ethics Compliance Board,
Foreign Corrupt Practices and Anti-Bribery
which procedures shall provide at least the following elements:
All associates, officers or directors of SYSCO or any Operating Company, as well as
• Initial distribution of the Code to all associates, officers and directors and
agents, joint venture partners or other persons acting on behalf of SYSCO or any
subsequent distribution of the Code when modifications and/or updates have
Operating Company, are prohibited from engaging in any activity that would offer,
been made to the Code. (A written acknowledgment will be obtained from all
promise or pay money or anything of value to any Foreign Official with the intent and
associates, officers and directors indicating that they have received, read,
for the purpose of improperly influencing such official to secure, keep or obtain an
understood and agreed to comply with the Code.)
unfair advantage in any contract, concession, or other favorable treatment for SYSCO
or any Operating Company. Offers, promises or paying anything of value, including • Training for all new associates, officers and directors at the time of their hiring
non -cash items, indirectly through agents, contractors or other third parties are also and all existing associates, officers and directors on at least an annual basis
prohibited for such purposes. Small facilitating payments to effect routine government concerning the Code.
actions are permissible but only if fully described and approved by the associate’s
• Additional training concerning the antitrust laws and government contracting on at
immediate supervisor and the Chief Executive Officer of the Oper ating Company
least an annual basis for Operating Company management, sales, marketing and
employing such associate if employed by an Operating Company, or SYSCO
merchandising associates and all associates involved in bidding activities and
Corporation’s Chief Executive Officer or his designee if the associate is employed by
government contracting.
SYSCO Corporation.
• A mechanism within the Operating Company (for example, a hot-line) to report
Further, payments that are considered lawful under the written Laws of the foreign
actual or reasonably suspected violations of the Code or any applicable laws or
country in which the action takes place are permissible. For purposes of this Code,
regulations.
“Foreign Official” means any person acting in an official capacity for a foreign
government, foreign political party or party official, candidate for foreign public office, • Maintenance of a register at the Operating Company of all training satisfactorily
officials of international organizations, or other individual in any country acting in an completed by each associate.
official capacity for or on behalf of the government of that country.
• Internal operations review programs to determine compliance with the Code on a
All books, records and accounts must accurately and fairly refle ct the transactions and periodic or other appropriate basis.
dispositions of Company assets, both quantitatively and qualitatively. SYSCO shall
maintain a system of internal accounting controls sufficient to ensure compliance with
all legally mandated record-keeping requirements.
Operating Company Compliance and Training Program
The Chief Executive Officer of each Operating Company is responsible for developing
and implementing a compliance and training program in his or her Operating
Company to assist associates in becoming aware of and complying with the Code and

Reporting Violations of the Code

It is the obligation of every associate, officer and director to report promptly any actual
or reasonably suspected violations of the Code in the manner established by
SYSCO’s Ethics Compliance Board or by the SYSCO Board of Directors (including
anonymous "hot-line" reports). All reports will be promptly investigated and
appropriate corrective or disciplinary action will be taken, including dismissal and
notification of regulatory authorities when appropriate.

218. Cisco Systems
Code of Business Conduct1 called “friends and family shares”) in any company with a connection to Cisco. These
are just examples—the list of potential favors, gifts, and entertainments of value is
I Follow the Law impossible to specify in advance.
Cisco requires full compliance with the U.S. Foreign Corrupt Practices Act Rules for offering and accepting favors, gifts, and entertainment can be
(FCPA) and all other anti -bribery and anti-corruption legislation. complex, and every situation should be evaluated carefully.
The FCPA is a U.S. law that prohibits corrupt “payments” to non-U.S. government We want to make sure that business is won or lost based on the merits of our
officials and employees (at any level) for the purpose of obtaining or keeping products and services. Rules about favors, gifts, and entertainment serve a very
business. “Payments” is broadly interpreted to mean anything of value, not just money important purpose—we want to promote successful working relationships and
or gifts. The FCPA also requires that we maintain accurate records and internal goodwill, but we must be careful not to create situations that suggest a conflict of
controls. This law carries significant criminal and civil penalties (including interest, divided loyalty, or the appearance of an improper attempt to influence
imprisonment and monetary fines) for noncompliance. All Cisco employees are business decisions. Our business relationships must be based entirely on sound
required to comply with this law, and to promptly report any suspected violations to business decisions, fair dealing, and applicable laws. In all cases, use good judgment
Cisco’s EthicsLine, the Ethics Office, or to the Legal Department. and, when in doubt, ask questions.
See Cisco’s global anti-corruption policy for its partners, subcontractors, and Know the policies regarding favors, gifts, and entertainment between Cisco and
consultants for more information. Commercial companies.
With respect to training regarding the FCPA, all Cisco sales employees who work with The occasional exchange of favors, gifts, or entertainment of nominal value with
either global or non-U.S. partners and customers, or who engage with non-U.S. employees of a nongovernmental entity is appropriate, unless the recipient’s employer
government officials and employees, are required annually to take Cisco’s online forbids the practice. If you are unsure whether an entity is government-owned or not,
FCPA training (also available in CD format upon request). Check Cisco’s FCPA policy contact the Public Sector Compliance office at publicsectorcompliance@cisco.com for
or contact the Public Sector Compliance office at publicsectorcompliance@cisco.com help. Remember, any courtesy you extend should always comply with the policies of
for more information and support. the recipient’s organization, and those we are doing business with should understand
our policy as well. Favors, gifts, and entertainment offered to or accepted by Cisco
I Understand Policies Related to Favors, Gifts, and Entertainment employees or their family members fall into three categories:
• Acceptable: The following guidelines describe what is considered generally
“Favors, gifts, and entertainment” means anything of value.
acceptable and requires no approval:
It can include meals, lodging, discounts, loans, cash, services, equipment, prizes, - Favors or gifts with a combined market value of US$100 or less, to or
products, transportation, use of vehicles or vacation facilities, home improvements, from a single source per year.
tickets, gift cards, certificates, and favorable terms on a product or service. It can also
include stocks or other securities, including an opportunity to buy “direct shares” (also - Occasional meals with a business associate should follow the Global
Expense Reimbursement policies and guidelines.
1 Source: http://files.shareholder.com/downloads/CSCO/540611136x0x154706/03c08e05-ed0e-4916-9365-8d90bbd5d29a/07_Cisco_Code_of_Business_ConductFY07_External.pdf

- Occasional entertainment (for example, attendance at sports, theatre, or department vice president and your Human Resources manager before offering
other cultural events) valued at less than US$200 per source, per year. or accepting it.
• Inappropriate: Some types of favors, gifts, or entertainment are simply wrong,
either in fact or in appearance, and are never permissible. Employees and
Government officials and agencies.
members of their immediate family may never:
Stricter and more specific rules and company policies apply when we do business with
- Offer or accept favors, gifts, or entertainment that would be illegal.
governmental entities, employees, officials, and representatives, as well the public
- Offer or accept cash or cash equivalent (including loans, stock, stock sector, which includes government-owned organizations (such as public universities,
options, bank checks, travelers’ checks, money orders, investments hospitals, or telecom service providers). For example, Cisco has published policies
securities, or negotiable instruments). concerning the giving of anything of value to a non-U.S. government official or
employee (see COBC “I Follow the Law”). Cisco also has policies in place for gift-
- Offer or accept gifts or entertainment during a tender or competitive
giving to U.S. federal government personnel and gift-giving to U.S. state and local
bidding process.
government personnel.
- Incur an expense on behalf of a customer that is not recorded properly
As reflected in Cisco’s gift policies, government employees are often prohibited from
on company books.
accepting anything of value, and violating their laws and rules can be a serious
- Offer, accept, or request anything (regardless of value) as part of an offense for both the giver (and the giver’s organization) and receiver of a prohibited
agreement to do anything in return for favors, gifts, or entertainment. gift.
- Use their own money or resources to pay for favors, gifts, or If you work with government or private sector employees, make sure you know and
entertainment for a customer, vendor, or supplier. comply with the specific laws and regulations that pertain to your customer and
location. For example, if you wish to invite a non-U.S. government official or employee
- Participate in an activity that would cause the person giving or receiving
to a Cisco-sponsored business meeting or other business event, you are required to
favors, gifts, or entertainment to violate his or her own employer’s
use Cisco’s online Foreign Official Invite Process (FOIP). You are encouraged to seek
standards.
help from your local legal support representative for guidance in this area. For more
- Offer, accept, or participate in favors, gifts, or entertainment that are information about a government customer’s gift laws and policies, contact the Public
unsavory or otherwise violate our commitment to diversity and mutual Sector Compliance office at publicsectorcompliance@cisco.com.
respect. Any situation that would cause a customer or employee to feel
Internal employees.
uncomfortable or that would embarrass Cisco by its public disclosure
(for example, adult entertainment) is inappropriate. There are specific policies that address giving gifts internally to Cisco employees. You
may contact the Ethics Office for guidance.
• Questionable: For anything that does not fall into the Acceptable or Inappropriate
categories, or exceeds the dollar limit noted above, ask your manager or the
Ethics Office for guidance. You will then need to obtain written approval from your

There are special rules relating to raffles and giveaways. awards for employees (in excess of US$25) must be awarded via the HR CAP Award
Program, so that the employee can be taxed appropriately.
Raffles and giveaways that are fair, non-discriminatory, and conducted in a public
forum for all to see and understand are typically permitted unless the prize is worth Expense report records must accurately reflect favors, gifts, and entertainment
more than US$500. Gifts worth more than US$500 must be disclosed to a manager that you provide to customers.
who will consult with the Ethics Office to determine if the gift should be accepted.
Because of tax and other legal reporting rules, it is essential that you accurately report
• When Cisco hosts the raffle or giveaway and only Cisco employees participate: expenditures for favors, gifts, or entertainment that you give as part of your Cisco
The US$500 limit does not apply, but frugality should be observed. employment. Reports should accurately state the purpose of the expenditures and the
identities of the individuals receiving the favors, gifts, or entertainment and identify if
• When Cisco hosts the raffle or giveaway and opens it to non-Cisco employees: It
the favor, gift or entertainment was given to a public sector official or employee.
is subject to the US$500 limit unless written approval from your department vice
president is obtained (and keeping in mind any specific and applicable gift laws or I Share My Concerns
rules that may apply to any governmentrelated personnel).
• When an outside party hosts the raffle or giveaway: Cisco employees may accept You have an obligation to speak up.
the prize as long as the process appears to be fair and unbiased. The drawing
Every employee has a responsibility for promptly reporting any issue or concern they
should take place in a public forum and the prize must be disclosed to a
believe, in good faith, may constitute a violation of the COBC or any other Cisco
manager. Written approval from your manager is necessary if the prize exceeds
policy. We also encourage you to come forward if you encounter a situation that “just
the US$500 limit.
does not feel right.” Open communication and empowerment are two of our core
values, and your commitment to take action to share your concerns will help to ensure
an ethical workplace for everyone.
Local customs in some countries may call for the exchange of expensive gifts
as part of the business relationship. You have several options available to you for voicing your concerns.
In these situations, gifts may be accepted only on behalf of Cisco (not an individual) Maybe you have a question about the COBC or want more details about a particular
with the written approval of your department vice president and your Human policy, or maybe you have seen or suspect that someone has violated the COBC.
Resources manager. Any gifts received should be turned over to Human Resources Who do you contact?
for appropriate disposition or donated to the Cisco Foundation or other nonprofit,
• Start by talking with your manager or Human Resources representative. Since
charitable organization. The foreign company’s gift policy regulations must be
they may be your closest link to an issue, they can act as a good resource to
observed. In all cases, the exchange of gifts must be conducted so there is no
resolve your issue. This person has a responsibility to listen and to help. Cisco
appearance of impropriety. Gifts may only be given in accordance with all applicable
managers have a duty to promote an open and honest environment where
laws, including the U.S. FCPA (see COBC “I Follow the Law”).
members of their teams can feel comfortable about voicing their concerns without
Employee-to-employee gifts. fear of retaliation.
Cisco-employee-to-Cisco-employee gifts must not exceed US$25. Recognition and • If you do not feel comfortable initially discussing your concern with

your manager or Human Resources representative, or after seeking assistance

you do not feel the outcome resolved your issue, please contact the Ethics Office
at ethics@cisco.com. The Ethics Office is responsible for administering the
COBC and is available to all employees, customers, partners, and shareholders
who wish to raise concerns or an alert about potential violations. The Ethics
Office manages all inquiries promptly and confidentially, to the extent possible by
law.
You can call the Cisco EthicsLine, available 24 hours a day, 7 days a week. The
EthicsLine is a confidential option provided by The Network, a leading third-party
reporting service. Your concern is documented by a highly trained interview specialist
and is disseminated to appropriate Cisco management who will promptly address the
matter.
When the operator asks for your name, you can use “Cisco Systems” as your “name”
if you want to remain anonymous.
Whatever reporting method you choose, your concern will be promptly
addressed.
Depending on the nature of an alleged violation, the Ethics Office, the Legal
Department, Internal Control Services, or another applicable organization will promptly
address the concern. Cisco will attempt to impose discipline for each COBC violation
in a consistent manner appropriate to the nature of the violation, including termination
of employment if the circumstances warrant. Cisco employees have an obligation to
cooperate with investigations into ethical misconduct. Failure to cooperate and provide
honest and truthful answers or information could result in disciplinary action up to and
including dismissal.

219. Johnson Controls
2007 Global Reporting Initiative (GRI) Report 1 • Has signature authority or is responsible for significant commitments of company
resources;
Aspect: Corruption
• Assumes a leadership role within the organization either through title or by having
Corruption Risk GRI SO2: Percentage and total number of business units direct reports;
analyzed for risks related to corruption. • Is an employee of Johnson Controls Corporate business unit, regardless of
100% of the company’s business units and corporate activities have been analyzed location
for risks related to corruption. This risk assessment is part of our strategic planning
and Sarbanes Oxley processes. This risk assessment is also part of our audit plan
which is a risk-based audit process. We are in the process of improving even further Responsibility for participant inclusion is driven by the local payroll system, thus
our international trade compliance program which includes the topic of corruption and regardless of a stated business unit or current physical location, all employees
will make sure risks are identified and processes are in place. This new program will meeting the above criteria who are on a local human resources payroll system will fall
look at all of our businesses and geographies. under the jurisdiction of that local human resources department. The business units
can, in their judgment, expand these definitions of which employees are subject to the
Anti-Corruption Training GRI SO3: Percentage of employees trained in Ethics Policy certification to include other employees, as they consider appropriate.
organization's anti-corruption policies and procedures.
A key module in this training program is entitled Avoiding Foreign Corrupt Practices
Our Ethics Policy addresses anti-corruption and is consistent with the Ten Principles Act Violations. It is one of three required courses in the Legal Compliance and Ethics
of the UN Global Compact that also addresses anti-corruption. Certification intranet site. A total of 27,045 Johnson Controls employees completed
All Johnson Controls employees are subject to our Ethics Policy and receive formal the module with an average time spent of 1/2 hour per person, or approximately
and on-the-job training about its requirements. 13,522.5 hours of training. The training program is an overview of the Foreign Corrupt
Practices Act (FCPA), a law that makes it illegal to bribe a foreign government official
On an annual basis, Johnson Controls requires key employees, as defined below, to or political party for the purposes of gaining a business advantage. Through this
certify compliance with the Johnson Controls Ethics Policy and complete ethics training, managers learn that bribery is not limited to cash payments, but can also
training over the Internet. All full or part time employees (except those subject to include other items such as gifts and employment offers. The FCPA applies to U.S.
bargaining) who meet the criteria of a “key” employee, defined by each business unit companies and citizens and some foreign companies and citizens as well. The FCPA
as someone who meets one or more of the following criteria must complete the also has accounting provisions that require companies to keep accurate books and
required training over the Internet before the deadline established by each business records and not to conceal improper payments. The penalties for violating the FCPA
unit. can be quite severe, therefore Johnson Controls has ensured that all employees
The criteria is as follows: involved in international business have a basic understanding of its requirements.
• Is at a pay grade of 57 or above (or the local equivalent); and regardless of pay
grade, if the employee meets one or more of the following criteria:
1 Source: http://www.johnsoncontrols.com/publish/us/en/sustainability/sustainability_reporting/global_reporting_initiative0.html

Corruption Response GRI SO4: Actions taken in response to incidents of Ethics policy1
corruption.
Anti-corruption: political/governmental contributions
Compliance with Our Ethics Policy is a condition of employee. With respect to anti-
corruption practices it states the following: Within the United States, no contribution of funds or services is to be made to, or on
behalf of, any political organization or candidate by Johnson Controls or any of our
"Within the United States, no contribution of funds or services is to be made to, or on subsidiary companies without advance approval by the Law Department. Within the
behalf of, any political organization or candidate by Johnson Controls or any of our United States, offering any favor, service, entertainment, meal, gift, or other thing of
subsidiary companies without advance approval by the Law Departm ent. Within the value, directly or indirectly, to government officials or employees in connection with
United States, offering any favor, service, entertainment, meal, gift, or other thing of their government duties is prohibited and includes things of value offered to their
value, directly or indirectly, to government officials or employees in connection with family members. Throughout the world, direct or indirect contributions to any
their government duties is prohibited and includes things of value offered to their government officials (including their representatives or family members) that are
family members. Throughout the world, direct or indirect contributions to any intended to gain preferential treatment for our company are always prohibited.
government officials (including their representatives or family members) that are
intended to gain preferential treatment for our company are always prohibited. Johnson Controls recognizes that in some countries outside the United States it is
legal and customary for companies to make certain contributions to political parties
Johnson Controls recognizes that in some countries outside the United States it is and government officials. Nevertheless, no contributions, payments or the provision of
legal and customary for companies to make certain contributions to political parties anything of value (or the offer or promise of a contribution, payment or provision of
and government officials. Nevertheless, no contributions, payments or the provision of anything of value) can be made to any foreign official by Johnson Controls or its
anything of value (or the offer or promise of a contribution, payment or provision of subsidiaries, affiliates, employees, officers, directors or agents, directly or indirectly,
anything of value) can be made to any foreign official by Johnson Controls or its with the intent to influence the official or secure an improper advantage in order to
subsidiaries, affiliates, employees, officers, directors or agents, directly or indirectly, obtain or retain business. In addition, all contributions or payments, or offers or
with the intent to influence the official or secure an improper advantage in order to promises of contributions or payments, to foreign officials must be approved by the
obtain or retain business. In addition, all contributions or payments, or offers or Law Department and must be completely and accurately documented in our
promises of contributions or payments, to foreign officials must be approved by the company’s books and records.
Law Department and must be completely and accurately documented in our
company’s books and records. Johnson Controls must be familiar with the companies and people with whom it does
business. Reasonable due diligence and screening of new business partners,
Johnson Controls must be familiar with the companies and people with whom it does including agents, consultants and distributors, is critical to ensure compliance with
business. Reasonable due diligence and screening of new business partners, anticorruption laws. The company expects that employees will take necessary steps to
including agents, consultants and distributors, is critical to ensure compliance with become familiar with Johnson Control business partners and implement safeguards to
anticorruption laws. The company expects that employees will take necessary steps to comply with anticorruption laws.
become familiar with Johnson Control business partners and implement safeguards to
comply with anticorruption laws."
1 Source: http://lrn-media.course.lrn.com/jci/english-ethics.pdf

Responsibilities Committee of the board, Robert A. Cornog, at Robert.A.Cornog@jci.com or to the

attention of Mr. Cornog at 5757 North Green Bay Avenue, P.O. Box 591, Milwaukee,
Each employee, officer, and director of Johnson Controls is expected to carry out his
Wisconsin, 53201-0591. Reports of possible violations of the Ethics Policy that the
or her work in accordance with the business standards of conduct of Johnson
complainant wishes to go directly to the board may be addressed to the chairman of
Controls. Managers are expected to implement policies, programs, and procedures
the Corporate Governance Committee, Robert L. Barnett, at
and ensure adequate communications as well as ensure internal controls are in place
Robert.L.Barnett@jci.com or to the attention of Mr. Barnett at 5757 North Green Bay
for their business unit to ensure compliance with the spirit and intent of applicable
Avenue, P.O. Box 591, Milwaukee, Wisconsin, 53201-0591.
laws and policies. The next high level of management must be notified of any
inconsistencies and must establish goals, targets and plans against which progress The company’s Ethics Policy is applicable to the members of the board of directors
can be measured. Further, all employees are urged to direct any questions or and to all company employees, including, but not limited to, the principal executive
concerns about the company’s activities or these standards to their supervisors or the officer, principal financial officer, principal accounting officer or controller, or any
divisional or corporate human resources departments without dela y. This includes person performing similar functions.
customer and supplier activities that may directly affect our operations or employees.
Any employee who suspects that a violation of the Ethics Policy has occurred is
obligated to report it, and such employees shall be protected from retaliation.
This Ethics Policy supersedes all previous ethics policies. Employees should also be
aware that these standards are greater than those that may be required by local law.
Adherence to these standards is a condition of employment with Johnson Controls.
Violations are serious matters and will result in disciplinary action. Managers and
supervisors are responsible for distributing copies of the Ethics Policy to employees,
officer and directors, as well as making them aware of the importance and specific
requirements of the policy.
The Ethics Policy is not all encompassing, and questions about situations not
discussed in the Ethics Policy should be addressed to the Law Department, the
Internal Audit Department, the Human Resources Department, or your supervisor.
Employees may anonymously report a violation of Johnson Controls policies by calling
1 -866-444-1313 in the United States and Canada, or 1-678-250-7578 if located
elsewhere. Reports of possible violations of the Ethics Policy may also be made to
Jerome D. Okarma, vice president, secretary and general counsel, at
Jerome.D.Okarma@jci.com or to the attention of Mr. Okarma at 5757 North Green
Bay Avenue, P.O. Box 591, Milwaukee, Wisconsin, 53201-0591. Reports of possible
violations of financial or accounting policies may be made to the chairman of the Audit

220. Honeywell International
Code of Business Conduct1 which current or former government employees may be offered, or can accept,
employment with the Company.
Our Relationship with Our Customers
• In transactions involving the U.S. government, we will adhere to the provisions of
the Truth in Negotiations Act, and we will make certain that cost and pricing data
We Comply with Government Procurement Regulations are current, accurate, complete, properly disclosed, documented and retained in
In addition to the provisions of this Code and other Honeywell policies, employees appropriate files.
working with any governmental entity in any country have an obligation to know, • It is Honeywell’s policy to use consultants, sales agents or other professional
understand and abide by the laws and regulations that apply to the conduct of service independent contractors only for legitimate, legal purposes,
business with government entities in that country.
• With respect to government contracts, only costs properly chargeable to the
• If a government agency, whether national, state or local, has adopted a more government contract will be billed to the government.
stringent policy than Honeywell’s regarding gifts and gratuities, Honeywell
employees and representatives must comply with that more stringent policy. • Care will be taken to avoid mischarging of costs, including crosscharging of costs
between contracts, charging direct costs as indirect costs or any other similar
• Honeywell employees should contact a member of the Law Department for mischarging.
additional relevant corporate and business unit policies governing gifts and
gratuities for government customers. • Employees working directly on government contracts or subcontracts must be
particularly diligent in recording their time, correctly indicating hours worked and
• The U.S. Foreign Corrupt Practices Act ("FCPA") prohibits Honeywell from the projects to which time is charged.
making a payment or giving a gift to a foreign government official, political party
or candidate or public international organization ("foreign official") for purposes of • All employees whose costs are allocated to government contracts or subcontracts
obtaining or retaining business. The FCPA applies to Honeywell everywhere in must identify any expenses that are not allowable, paying special attention to
the world we do business. A violation occurs when a payment is made or such categories as alcohol, business meals and entertainment.
promised to be made to a foreign official while knowing that the payment will be • In any government procurement process, we will not improperly obtain, use or
used to unlawfully obtain or maintain business or direct business to anyone else. disclose government source selection or proprietary information, such as sealed
Almost every country in which Honeywell operates has laws of a similar nature. bid prices, technical evaluation plans, competitive range determinations or
Employees should contact a member of the Law Department with questions. ranking of proposals.
• We will not give or encourage anyone else to give inducements of any kind to any • We will not accept nor retain government classified materials to which we are not
government employee, or to any supplier under government or non-government entitled or for which there is no need.
contracts or subcontracts, in order to gain any business advantage or contract. • When we do accept or retain government classified materials, we maintain those
• Managers will be aware of and comply with conflict of interest laws and materials in accordance with the laws pertaining to those materials. In the U.S.,
regulations covering government procurements, including circumstances under U.S. government classified information may be received and maintained only
1 Source: http://www51.honeywell.com/honeywell/common/documents/1.4_CodeOfConduct.pdf

at "cleared" facilities, locations specifically covered by a Security Agreement. permitted, including traditional promotional events, as long as what is offered is
Employees with government security clearances who have access to classified consistent with usual business practice, cannot be construed as a bribe or a
data will safeguard that data according to government regulations, including payoff, is not in violation of any law and would not embarrass the Company or
applicable agency procedures. individual if disclosed publicly. Customer entertainment and gifts must be
discussed in advance with your supervisor. If you have any question about the
• We will not use without proper approval any government-owned equipment to
propriety of any entertainment or gift, consult with a member of the Law
support non-government production or divert government-owned or other
Department.
customer-owned materials from their intended contractual use.
• Where a customer or potential customer notifies Honeywell of a policy or
• Should an improper practice or irregularity occur within the Company, Honeywell
preference to prohibit or limit gifts to the customer’s employees, Honeywell will
is committed to making all necessary corrections and taking prompt remedial
respect the customer’s policy or preference.
action to prevent recurrence.
• It is Honeywell’s policy to avoid any misstatement of fact or misleading
impression in any of its advertising, literature, exhibits or other public statements.
We Seek Business Openly and Honestly All statements made in support of our products and services should be true and
supported by documentation.
Sales are the lifeblood of the organization, and we will market our technologies,
products and services fairly and vigorously based on their proven quality, integrity, • We will communicate clearly and precisely, either orally or in writing, so that our
reliability, delivery and value. customers understand the terms of our contracts, including performance criteria,
costs and schedules.
• Honeywell strictly prohibits bribes, kickbacks or any other form of improper
payment, direct or indirect, to any representative of a government, labor union, • We will seek all marketing data properly and legally, and we will not obtain or use
customer or supplier in order to obtain a contract, some other commercial benefit any government classified or sensitive information from any source where there is
or government action. The Company also strictly prohibits any employee from reason to believe that the release of the information is unauthorized. If you are in
accepting such payments from anyone. doubt, contact a member of the Law Department.
• Reasonable business entertainment and customer gifts of nominal value are • We will comply with the domestic and international antitrust and competition laws
permitted, including traditional promotional events, as long as what is offered is of all countries where we do business. These laws protect the free enterprise
consistent with usual business practice, cannot be construed as a bribe or a system and encourage vigorous, but fair, competition. Among other stipulations,
payoff, is not in violation of any law and would not embarrass the Company or these laws prohibit any formal or informal understanding, agreement, plan or
individual if disclosed publicly. Customer entertainment and gifts must be scheme among competitors that involves prices, territories, market share or
discussed in advance with your supervisor. If you have any question about the customers to be served and activities or agreements that unfairly restrict
propriety of any entertainment or gift, consult with a member of the Law competition.
Department.
All mergers, acquisitions, strategic alliances, and other types of extraordinary
• Reasonable business entertainment and customer gifts of nominal value are business combinations should receive timely legal review to assure that they do
not raise concerns of market dominance or improper coordination among

competitors. Likewise the Company’s routine business and licensing plans should representative of the supplier is in attendance and such hospitality is not
be conducted so that we compete aggressively, but within the law. excessive or unusual in nature. When practical, hospitality should be
reciprocated.
• Where a supplier or potential supplier notifies Honeywell of a policy or preference
Our Relationship with our Suppliers to prohibit or limit gifts to the supplier’s employees, Honeywell will respect the
supplier’s policy or preference.
We Will Not Be Influenced by Gifts
• Gifts shall not be solicited from suppliers for Honeywell functions or employee
We will not be influenced by gifts or favors of any kind from our suppliers or potential awards.
suppliers. The Company expects each employee to exercise reasonable judgment
• It is never acceptable to solicit gifts, gratuities, or business courtesies for the
and discretion in accepting any gratuity or gift offered to the employee in connection
benefit of a Honeywell employee, family member or friend.
with employment at Honeywell.
• It is Honeywell policy to discourage the receipt of gifts either directly or indirectly
by employees as any gift may be misconstrued as an attempt to influence
Our Relationship with the Company and Each Other
business decisions. This does not apply to unsolicited promotional materials of a
general advertising nature, such as imprinted pencils, memo pads and calendars We Avoid Conflicts of Interest
as long as what is given is accepted without any express or implied
understanding that the recipient is in any way obligated. Gifts of nominal value Each of us and our immediate families should avoid any situation that may create or
are permitted, provided they are given as a gesture of professional friendship, appear to create a conflict between our personal interests and the interests of the
and do not involve a Company commitment having to do with the transaction of Company. A conflict of interest may arise when a director, officer or employee takes
business. Such gifts must be reported to your supervisor. If you have any actions or has interests that may make it difficult to perform his or her duties and
questions regarding the propriety of accepting a gift, consult with a member of the responsibilities to the Company objectively and effectively.
Law Department.
• A conflict, or appearance of a conflict, might arise, for example, by accepting a
• Presentations of a ceremonial nature in keeping with national custom may be gift or loan from a current or potential customer, supplier or competitor; owning a
permitted as long as what is accepted is not in violation of any law, cannot be financial interest in, or serving in a business capacity with, an outside enterprise
construed as a bribe or a payoff and would not embarrass the Company or that does or wishes to do business with, or is a competitor of, the Company;
individual if disclosed publicly. serving as an intermediary for the benefit of a third party in transactions involving
the Company; using confidential Company information or other corporate assets
• In no event should a gift be accepted from a supplier or potential supplier during,
for personal profit, conducting business for another enterprise during our normal
or in connection with, contract negotiations.
working hours or using Company property to conduct business for another
• An occasional meal or entertainment in the normal course of business relations, enterprise.
paid for by a supplier or potential supplier, is permitted provided that a

• A conflict of interest may also arise when a director, officer or employee, or a • Employees are encouraged to report violations through their normal reporting
member of his or her immediate family, receives improper personal benefits as a channels, to their business unit’s Integrity and Compliance Officer, to any
result of his or her position in the Company, such as gifts or loans from an entity member of the Corporate Integrity and Compliance Council or the Law
or person with whom the Company does business. Department.
• We will take necessary steps to avoid improper reporting relationships and not • In addition, all employees shall have access to one or more telephone helplines,
directly or indirectly supervise or report to persons with whom we have a family or which will be monitored on a 24-hour basis by a professional, independent
a close personal relationship. contractor, through which suspected violations of laws, regulations, Company
policies, or the Code of Business Conduct may be reported. This helpline is not
• Directors, officers and employees are prohibited from taking for themselves
intended to replace normal supervisory channels for reporting questionable
personally opportunities that are discovered through the use of Company
conduct or seeking advice about appropriate ethical behavior.
property, information or position; from using company property, information or
position for personal gain; and from competing with the Company. • Any employee who in good faith raises an issue regarding a possible violation of
law or Company policy will not be subject to retaliation and their confidentiality will
• If a conflict of interest or appearance of a conflict of interest develops, the
be protected to the extent possible, consistent with law and corporate policy and
employee must report the matter in writing to a member of the Law Department or
the requirements necessary to conduct an effective investigation. Any supervisory
the Honeywell Integrity and Compliance Office and a member of the leadership
personnel who retaliates against an employee as a result of such employee's
team of the business in which the conflict arises to determine what actions need
report of an alleged violation of law or Company policy shall be subject to
to be taken to eliminate the conflict of interest.
disciplinary action, including termination, and may risk criminal sanctions as a
result of such actions.
Our Integrity and Compliance Program • Allegations will be investigated by the appropriate corporate, business unit or
department personnel, and upon the advice and approval of the Law Department,
will be reported as appropriate or required by law to the appropriate authorities.
All Employees
Employees may refer to the Honeywell Policy Manual, policy titled: Integrity and
Each Honeywell employee shall comply with the letter and spirit of the Code of Compliance Program, for additional information regarding the investigation
Business Conduct and with the policies and procedures of the Company, and shall process.
communicate any suspected violations promptly.
• In order to facilitate implementation of this Code of Business Conduct, employees
• Employees may confront an ethical issue where this Code or other Company have a duty to cooperate fully with the Company's investigation process and to
policy does not expressly provide an answer. Employees should feel comfortable maintain the confidentiality of investigative information unless specifically
contacting a member of leadership, the Integrity and Compliance Council, a authorized or required by law to disclose such information.
member of the Law Department or using one of the other resources described in
this section.

221. Prudential Financial
Our Company’s Code of Business Conduct and Ethics1 provide something in return for the benefit he/she has received.
We should be fair to our suppliers. It is our policy to award orders, contracts and
MANAGING OUR BUSINESS
commitments to suppliers strictly on the basis of merit without favoritism. The choice
of suppliers should be based on factors such as price, quality, reliability, service and
Payments and Gifts to Public Officials technical advantage and, in appropriate circumstances, the impact on the community,
The Company does not permit associates to engage in activities or use Company such as purchasing from local, minority or women-owned vendors.
resources for any purposes that violate the laws or regulations of any country in which MTRC may also cover conduct by an associate’s family or household members,
we do business. No gift, payment or entertainment that would violate any applicable subject to any restrictions set by local law.
laws, including anti-bribery laws, may be offered or provided to any official, employee
or representative of a government or public international organization or any political Associates should seek guidance from their business management, their local
party, party official or candidate. Moreover, while giving modest gifts or payments to business ethics contacts or their Compliance, Law or Human Resources professionals
expedite or secure the performance of routine governmental actions may be permitted or the Enterprise Business Ethics Office in Newark, New Jersey, if they have
in limited circumstances, it is Company policy to discourage such payments. The questions regarding any transaction with our suppliers or vendors.
Company is required to maintain books, records and accounts in reasonable detail
that accurately and fairly reflect all Company transactions. Gifts and Entertainment
Associates should also consult with the Company’s Compliance and Law Associates should not accept or provide any gifts or favors that might influence the
Departments for specific details regarding relevant anti-bribery laws and other laws on decisions they or the recipient must make in business transactions involving the
such payments and gifts, the Company’s responsibilities in joint ventures, partnerships Company, or that others might reasonably believe could influence those decisions.
and other strategic relationships and dealings with third parties, consultants or Even a nominal gift should not be accepted if, to an observer, it might appear that the
intermediaries. Associates should also review the Company’s Gifts and Entertainment gift could influence business decisions. Company associates may not solicit gifts,
policy for additional guidance. meals and entertainment.
Associates may occasionally give or receive gifts, meals or entertainment of moderate
BALANCING CONFLICTING INTERESTS
or reasonable value, subject to compliance with all applicable laws and regulations,
rules of self-regulatory organizations and Company policies. The value of gifts, meals
Transactions and Relationships with Suppliers and entertainment that are permitted to be given or received must be reasonable and
A conflict of interest may arise if an associate is offered good s or services from a third adhere to the Company’s Gift and Entertainment policy mandates, including its
party on terms not generally available to the public. This includes gifts from vendors or approval and reporting requirements.
suppliers with whom the Company does business and which are not otherwise Business Groups may impose stricter gift and entertainment requirements than those
permitted under the Gifts and Entertainment policy. Such an arrangement could create rules set forth in the Gift and Entertainment policy, but may not permit more liberal
the appearance that an associate is being singled out because of his/her position with rules. In some jurisdictions, associates that are registered with broker-dealers or hold
the Company. In addition, it may appear that the individual woul d be expected to
1Source: http://media.corporate -ir.net/media_files/irol/12/129695/_MTRC%20IR%20VERSION%20052808.pdf

insurance or other licenses may be subject to more stringent rules and reporting and one another. We expect associates to avoid taking unfair advantage of others
requirements and should consult with their compliance officer. through manipulation, concealment, abuse of confidential information or
misrepresentation.
Employees can find additional information on gifts, meals and entertainment, speaking
engagements, prohibited gifts, reporting requirements and other matters in the Because business ethics is not a science, there may be gray areas. We encourage
Company Principles and Policies. individuals to ask for help in making the right decisions. Your business management,
local business ethics contacts and our Compliance, Law, Human Resources and
MTRC may also cover conduct by an associate’s family or household members,
Enterprise Business Ethics professionals are all available to provide guidance at any
subject to any restrictions set by local law. If there are questions about a gift,
time.
entertainment or payment, associates should discuss the matter with business
management, their local business ethics contacts or their Compliance, Law or Human Associates should also be aware that failure to adhere to the Company’s policies may
Resources professionals or the Enterprise Business Ethics Office in Newark, New lead to disciplinary action up to and including termination of employment.
Jersey.
Except as otherwise stated, associates must bring any knowledge of possible or
OUR CODE OF BUSINESS CONDUCT AND ETHICS actual unethical business conduct, including any violations of laws, rules, regulations
or any Company policies, to the attention of their local business management or
Ethical conduct is the obligation of all who work for or act on behalf of the Company. It
supervisor, their local business ethics contacts or to the Enterprise Business Ethics
is each associate ’s responsibility to help us:
Office. However, in some of the countries in which we do business mandatory
• Nurture a company culture that is highly moral and make decisions based on reporting of unethical conduct and the scope of reportable matters is limited by local
what is right. laws.
• Build lasting customer relationships by offering only those products and services Our associates in Switzerland are required to report violations of criminal, civil or
that are appropriate to customers’ needs and provide fair value. administrative laws, or violations of accepted industry or professional rules.
• Enhance our reputation as a company that people trust and respect In today’s business climate, it is particularly important for associates to raise any
financial reporting concerns (questionable accounting or auditing matters) they may
• Create an environment where associates conduct themselves with courage,
have. The Enterprise Business Ethics Office has been designated the central facility
integrity, honesty and fair dealing.
for handling financial reporting concerns and has established ways for associates to
• Ensure no individual’s personal success or business group’s bottom line is more report such concerns in a confidential, anonymous manner. All business ethics
important than preserving the name and goodwill of the Company. matters are treated confidentially, to the extent possible.
• Regularly monitor and work to improve our ethical work environment. There will be no retaliation or adverse consequences resulting from the submission of
a reportable concern. However, in accordance with our “Whistleblower Protection”
policy and our "Open and Respectful Culture” principle, any associate who knowingly
The Company expects associates to be honest and forthright and to use good reports false or misleading information with the intent to defame or injure any person
judgment. We expect associates to deal fairly with customers, suppliers, competitors or entity will be subject to disciplinary action.

Unless local law provides to the contrary, MTRC may also cover conduct by members
of an associate’s family and individuals living in an associate’s household. If, for
example, an associate’s family or household member is involved in an activity that
could create a conflict of interest, or the appearance of a conflict of interest, the
associate would be considered in violation of MTRC if he or she did not adhere to its
approval and disclosure requirements.
In some places where we conduct business, particularly in European countries, local
privacy laws or other requirements may not allow activity by a family or household
member to be covered. Associates should refer to the Company policies on this
subject for more specific guidance concerning these matters. They may also consult
with their business management, local business ethics contacts or their Compliance,
Law or Human Resources professionals, if they have any questions regarding the
applicable local provisions.
The Company seeks to foster an environment of respectful engagement and
encourages the professional development of all associates.

224. POSCO
SUSTAINABILITY REPORT 2007 1 Employee Education and Communication
Business Ethics We believe that the only way business ethics can be embedded in our corporate
culture is through continuous education. Under this belief, we have developed a
At POSCO, we devote ourselves to creating a culture that is based on high ethical unique blend of online and offline training. All employees are required to receive a
standards. This commitment is underscored by our extensive infrastructure, training three hour group training on business ethics and a 20-hour mandatory e-learning
and communication. program. In 2005, we initiated the Ethical Practice Program, under which each
The firm dedication to integrity demonstrated by our top leadership inspires our department chief is responsible for instituting ethical practices within his/her
employees to make responsible and ethical decisions in their everyday operations. At department. Utilizing the Six Sigma method, each department conducts workshops to
POSCO, repeated training, strict disciplinary action against ethics violators and discover ethical risks and seeks ways to address the identified risks. Under the
leading by example are the keywords that sum up its governance principles. The CEO program, which is conducted on a one-year cycle, the business ethics execution
frequently highlights the importance of integrity and proposes various ways to leader of each division takes on the role of facilitator, designing the ethical practice
implement the culture of compliance. In addition, we offer continuous education to program, consulting with his/her staff, and communicating with the ethics department.
instill proper ethical values in our employees. Various other events are organized to spread the code of ethics among our
Code of Conduct employees. We publish the bi-weekly Ethics Digest, an online newsletter to promote
compliance awareness. When logging onto our Intranet, pop-ups with specific ethics-
Our code of conduct, first adopted in 2003, includes a wide range of sophisticated related information show up once every week. A business ethics screen saver is
policies and system to maintain high standards for personal and business integrity. At offered twice a year. In addition, the CEO delivers a periodically message highlighting
the beginning of every year, employees make an online pledge to adhere to the Code the importance of integrity.
of Conduct.
Ethical Practice Program
To encourage our employees and the general public to uphold integrity and ethical
behavior, we offer ethics counseling via our corporate website as well as the cyber Our code of conduct represents POSCO’s commitment to integrity, defining what is
ombudsman center. Anyone can freely report or discuss their concerns about legal or expected of every POSCO employee and detailing their responsibilities for behaving
ethical violations by phone, fax, mail or the Internet. For those who prefer anonymous ethically. On the back of every employee ID is a business ethics checklist. The five-
communication, the company has a system that ensures their privacy. To encourage item checklist offers answers to key ethical questions to ensure that our employees
the reporting of unethical actions, we introduced a reward system of up to KRW 50 make the right choices on and off their job. In addition, the best ethical mottos and
million. A report of an illegal monetary transaction will result in a reward of ten times quotes are posted on company elevators and lobbies while the in-house magazine
the reported amount; in the case of a voluntary confession of being a party to an features a regular column on workplace compliance.
illegal monetary transaction, the person will receive a reward of five times the reported Enhancing Supplier Code of Conduct
value. In 2003, we opened the country’s first ‘gift return center’ to root out the old
corporate custom of receiving gifts during major holidays. Gifts that cannot be retuned POSCO is enhancing and implementing our supplier code of conduct to promote
are sold through in-house auctions and the proceeds are donated to support ethical standards among our business partners. We hold an ethics seminar for all our
charitable causes. clients and new business partners. Also upon signing a contract, we attach a special
1 Source: http://www.posco.com/homepage/docs/eng/dn/sustain/report/2007_SR_en.zip

clause regarding code of conduct, a disciplinary tool which helps to prevent unethical
behaviors such as bribery that can undermine trust. The special clause goes into
effect only after reaching an agreement with our counterparty.

225. Old Mutual
corporate citizenship report 20071 • Setting and maintaining world-class risk management standards, thereby
endorsing calculated risk-taking as an area of competitive advantage.
Corporate governance and risk management
• Embedding the culture of risk management as an enabler to the business in
terms of the overall Group strategy.
Our enterprise risk management approach
• Implementing and maintaining compliance to all legislation and regulatory
Old Mutual (SA)’s approach to risk management recognises it as a core competency requirements in a manner that adds value to the business of Old Mutual (SA), for
that allows management to exploit opportunities, whilst managing and mitigating the example compliance with the National Credit Act (NCA), Financial Intelligence
likelihood and impact of hazards. For this reason the role of Chief Risk Officer was Centre Act (FICA) and Financial and Advisory Intermediate Services Act.
elevated to the Executive Committee during 2007. The company implements strategy
via the “three lines of defence” model: • Promoting open communication with stakeholders and regulators to ensure
complete transparency in risk management.
• The first line of defence consists of operational business management, which is
tasked with both responsibility and accountability for ensuring outcomes.
Management is supported by internal control, risk management and governance These focus areas build on the work undertaken by the Group Compliance Office
structures. between 2003 and 2006, and inform:
• The second line of defence is provided by independent risk monitoring in the • A comprehensive Group compliance manual and framework.
central risk, compliance and group finance functions.
• A comprehensive Group compliance philosophy and policy.
• The third line of defence is provided by the Internal Audit Committee.
• Appropriate performance contracts for compliance role players.
• Guidelines for interaction with regulators.
The Board bears ultimate responsibility for ensuring that the company has a sound
risk management structure, which requires it to objectively evaluate the effectiveness • Revised reporting and monitoring frameworks.
of the risk management process. • A comprehensive Group Anti Money Laundering policy.
Management is accountable to the Board for designing, implementing and monitoring • Appropriate suspicious transaction reporting and “Know Your Customer”
the process of risk management, and integrating it within the daily activities of the procedures to combat money laundering.
company.
• Internal staff awareness and communication programmes.
The Chief Risk Officer is responsible for assisting the Board in reviewing the risk
management process and any significant risks facing the company.
Old Mutual (SA) embraces four key risk management activities: Steps to ensure ethical business practices
We have made various platforms available to staff to facilitate the anonymous
1 Source: http://www.oldmutual.co.za/ccr/Downloads/OM_World_Class.pdf

reporting of fraud or compliance-related breaches in company policies and These and other communication campaigns are routinely repeated to ensure that staff
procedures. We have implemented the following: are constantly aware of the need to conduct business in an ethical manner. During
2007, the company released revised Codes of Conduct, and continues to use internal
• Web-based reporting via the company intranet.
communications channels to draw attention to our Unfair Discrimination Policy.
• A “Tip-offs Anonymous” Hotline
• A FreeCell number for tip-offs
• A unique email address
• A generic FreePost and FreeFax facility.
Over the past four years, we have placed special emphasis on communicating the
need for stringent corporate governance within the company. Specific campaigns
included:
• The “War on Corruption” campaign, which set out to draw attention to white-collar
crimes such as bribery, dishonesty and fraud.
• The publication of the New Conflicts of Interest and Gifts policies, which were
communicated to employees via the staff magazine, a poster campaign and
information briefing sessions for staff members and management.
• An intensive campaign highlighting the need for client confidentiality, and to warn
staff of the dangers of identity theft, was undertaken by the Group Forensic
Services department.
• An intensive campaign whereby all staff indicated acceptance of Old Mutual’s
policies and procedures was launched via our staff HR Management System on
the intranet.
• An electronic Code of Ethics training programme, which all staff members are
expected to complete on appointment, and at regular periods throughout their
employment.

228. Woolworths
Code of Conduct 1 serious matter.

It is important that employees inform any suppliers with whom they work that it is a
How we do business
condition of our relationship with them that we only accept and give modest and
discreet gifts when appropriate. Suppliers should also be aware that we do not believe
When we buy for our company it must also be done fairly
in supplier paid lunches during working hours.
Employees that are involved in buying goods, including non-inventory items and Accepting some types of gifts and gratuities like bribes, inducements, special personal
services for Woolworths Limited, need to do business fairly and ethically with suppliers discounts or merchandise, however small, could embarrass an employee, the
by: supplier, and compromise Woolworths Limited. In some cases these gifts could be
• obtaining the best value for money from all trade arrangements; interpreted as fraud and be illegal.
• never accepting or demanding any form of inducement or bribe in return for The company has an obligation to fully cooperate with any investigation by law
business; enforcement or regulatory authorities in cases where employees knowingly accepted
a gift that has been interpreted as a bribe.
• complying with the spirit and law regarding fair trading;
If employees are unclear about what is acceptable behaviour in relation to gifts and
• ensuring that our procurement processes are transparent and align with our Fair gratuities they should talk to their manager or the Company Secretary.
Trading Policy; and
What do I do if I get offered a gift?
• regularly reviewing our trade partners’ contractual arrangements.
• ensure the intention of the gift is in keeping with the company policy on Gifts and
Gratuities;
Gifts and Gratuities • if it is under A$100/NZ$100/R’s750 in value, note it in your Department Gift
Woolworths Limited is committed to ensuring all business relationships with suppliers Register and tell your manager;
are legal and based on professional integrity. • if it exceeds A$100/NZ$100/R’s750 in value you need to seek approval from your
As a matter of company principle we do not receive gifts and gratuities. We General Manager to accept it.
understand, however, that small tokens of goodwill may be exchanged between us
and our suppliers on special occasions, such as Christmas, and that from time to time
employees may be offered an invitation to a social, sporting or cultural event because Note: For employees in Hong Kong please refer to your Gifts and Gratuities policy.
of the job that they do. Your Code and Conflict Declaration
Gifts like these can be accepted provided they do not exceed A$100/NZ$100/R’s750 I understand that failure to comply with the Code or to disclose a Conflict is a serious
in value or result in personal gain for the receiver, or favourable treatment for the giver breach of the conditions to my employment which may result in disciplinary action
if they are someone from whom we buy, sell or receive goods and services. Any including termination.
employee who receives a gift should declare it to their manager. Failure to do so is a
1 Source: http://media.corporate-ir.net/media_files/irol/14/144044/cg/codeofconduct.pdf

229. DZ Bank
Nachhaltigkeitsbericht 20081
1 Source: http://www.dzbank.de/unternehmen/index.jsp?path=/downloads/DZBANK_Nachhaltigkeitsbericht_2008.pdf


230. Manulife Financial
Code of Business Conduct and Ethics1 governed by a complicated array of regulations, which vary from jurisdiction to
jurisdiction. Before making any expenditures for, or on behalf of, public officials you
Ethics in Your Business Relationships must contact your divisional government relations chief for clearance unless the
expenditure conforms to written guidance received from Government Relations or the
TAKE CARE IN GOVERNMENT AND POLITICAL DEALINGS Law Department. You must not engage in any lobbying activities on behalf of the
Company unless you first obtain specific authorization from your divisional
We must take special care to use our corporate positions responsibly when dealing government relations chief.
with government agencies and representatives. This is especially true in relation to the
political process. It is important that we comply with all laws and regulations that apply In addition, no officer or employee may make or authorize any payment or transfer of
when offering to provide entertainment, meals, gifts, gratuities and other items of anything of value to any foreign public official except as may be permitted by
value to any employee or representative of federal, provincial, state or local applicable law and approved by the Law Department.
governments or when accepting such items of value from any employee or
representative of federal, provincial, state or local governments. Conflicts of Interest
While the Company expresses views on local and national issues that affect its BRIBERY AND KICKBACKS ARE PROHIBITED
operations, we cannot represent ourselves as Company spokespeople without proper
authorization. Questions in this regard should be referred to the Global Chief of Manulife Financial does not allow unfair business practices such as rebating, bribery
Compliance. or kickbacks. These practices are against Company policy in all places where we
conduct business.
The Company respects and supports the right of every individual to participate in the
political process. However, the Company will not provide reimbursement for any BE CAREFUL ABOUT GIFTS
political contributions made by any individual, including the purchase of tickets to Offers of gifts and entertainment are courtesies common among business partners.
political fund-raising events such as dinners. These are to be handled personally by However, offering or accepting gifts, entertainment or other benefits can be mistaken
the employee. The Company’s general policy is that it will not make any political for improper payments. For this reason, the guidelines below must be followed.
contributions. No officer or employee may make or authorize any payment by or on
behalf of the Company to any political party, organization, committee, candidate or Officers and employees or their family members must not receive money or any item
public official or in connection with any political caucus, convention or election, except of value from any third party in connection with the officer's or employee's participation
as permitted by law and approved by the divisional government relations chief and the in any Company transaction. Officer compensation, other than Company wages,
Law Department. Under applicable laws, prohibited Company contributions and bonus, pension or benefits, may be regulated by law and requires approval by a
expenditures include the donation of Company funds, the use of Company facilities, Division Head.
including office space and equipment, as well as the donation of the services of Company officers may not have any interest in commissions or other compensation
Company employees to the campaign committee of a candidate. based on premiums or consideration payable to the Company on any policy or
The giving of gifts to, or the payment of expenses for, or on behalf of, public officials is contract of insurance unless the policy or contract was written and effective prior to
the officer's appointment.
1 Source: http://www.manulife.com/corporate/corporate2.nsf/LookupFiles/Bus inessEthicsBusinessConductandEthics2008-FullDocument/$File/businessConductEthics.pdf

In addition to the rules noted below, directors, officers and employees must not controlled affiliates use good judgement and common sense. It is the best way to
receive from, or give any gift or form of entertainment to, anyone with whom the ensure that our Company continues to meet high standards of business conduct.
Company has or is likely to have any business dealings, if the gift or entertainment Since we cannot anticipate every situation that will arise, it is important that we have a
could reasonably be perceived as an attempt to influence the recipients’ judgement in way to approach questions and concerns.
carrying out their duties to the Company or their employer. If the suitability of a gift or
Always ask first, act later. If you are unsure of what to do in any situation, seek
entertainment is questionable, employees should consult with their Division Head or
guidance before you act.
the Law Department, while MFC directors should forward inquiries to the General
Counsel. Speak to your manager, a member of the Human Resources Department or Law
Department or your divisional compliance officer if you have:
Public Officials: Please note that gifts or entertainment provided to public officials are
covered in the section titled “Take Care In Government and Political Dealings.” • doubts about a particular situation;
Insurance Customers or Prospects: Gifts or entertainment, including promotional • questions or concerns about a business practice; or
items, are subject to insurance anti-rebating and inducement laws governing the sale
• questions about potential conflicts of interest
of insurance and annuity products. Questions regarding the application of these laws
should be directed to your divisional compliance officer.
Sales and Related Activities: Specialized rules and regulations apply to sales You may report suspected or potential illegal or unethical behaviour without fear of
activities. In the U.S. NASD rules govern the receipt and giving of gifts involving retaliation. The Company does not permit retaliation of any kind for good faith reports
registered representatives or broker-dealers. Questions regarding the applicability of of illegal or unethical behaviour.
these sales-related rules and regulations should be directed to your divisional
Concerns about potential or suspected illegal or unethical behaviour should be
compliance officer.
referred to a member of the Human Resources or Law Department. The appropriate
Why Ethics Matter contact persons are identified on MFCentral.
Unethical, unprofessional, illegal, fraudulent or other questionable behaviour may also
WHAT IF SOMEONE VIOLATES THIS CODE? be reported by calling a confidential toll free Ethics Hotline or at
www.ManulifeEthics.com. Ethics Hotline telephone numbers can be found on the
All our activities must be able to withstand close scrutiny. To protect Manulife
Manulife Ethics website.
Financial ’s good name, the Company may discipline and/or terminate its relationship
or affiliation with any director, officer, employee, representative, associate or supplier
Ethics and the Law
who breaches this Code or any related Company policy.
If violating the Code also violates the law, you will be subject to prosecution. IDENTIFY AND REPORT FRAUD AND THEFT
WHERE TO GO FOR HELP As a provider of financial services, Manulife Financial is vulnerable to loss from
dishonesty and fraud. Fraud can take many forms, such as mishandling of money,
It is critical that all of us who represent Manulife Financial, its subsidiaries and
1 Source: http://www.manulife.com/corporate/corporate2.nsf/LookupFiles/Bus inessEthicsBusinessConductandEthics2008-FullDocument/$File/businessConductEthics.pdf

theft of cash or property, money laundering, terrorist financing, misrepresentation and See the following related policies:
falsification or forgery of documents.
• Anti-Fraud Policy
Dishonesty, combining personal and business funds, and fraud are all illegal. It is
• Regulatory Compliance Management Policy
management’s responsibility to ensure there are proper internal controls to deter and
detect fraud and other dishonest activities, but everyone in the Company must help. If • Anti-Money Laundering Policy
you are aware of any suspicious activity, you have a duty to rep ort it immediately to
the relevant immediate supervisor, Business Unit Chief of Compliance and the
Divisional Compliance Officer, (Hotline).
Furthermore, you have a duty to cooperate with any investigations pertaining to
Company matters.
REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOUR
You are encouraged to talk to appropriate personnel about suspected or potential
illegal or unethical behaviour or when you are in doubt about the best course of action
in a particular situation. Consult the procedures described in the section of this Code
titled “Where to go for help” on reporting any suspected or potential illegal or unethical
behaviour. It is the policy of the Company not to allow retaliat ion for reports of
misconduct by others made in good faith. Directors, officers, employees,
representatives and other associates are expected to cooperate in internal
investigations of misconduct.
For more guidance:
See the following sections in this Code:
• Ethics in your Business Relationships
• Conflicts of Interest
• Handling Information

231. Centrica
Corporate responsibility report 2007 1 We will fully support those who make decisions based on our business principles and
treat any infringement with the utmost seriousness, even if this would result in
Our approach Centrica losing a business opportunity. Those who fail to respect our business
principles could face disciplinary action and dismissal.
Our policies
Employee training
Our policies build on our business principles, establishing a clear framework to help We integrated our business principles into induction training for people joining the
our employees and business partners understand the standards we expect. business at all levels. In addition, many of our learning and development programmes
• Anti-Corruption were redesigned to incorporate specific training on our principles.
• Community and Local Impact

• Environment
• Gifts and Hospitality Group Public Interest Disclosure ('Speak Up') Policy²
• Health and Safety Purpose
• Human Rights To provide a procedure to enable you to raise your concerns should you have
reasonable grounds to believe that an incident of work malpractice or mismanagement
• Political Involvement
has occurred, is occurring, or is likely to occur within the Centrica Group.
• Responsible Procurement and Supplier Management
Scope
All employees, agency staff, consultants and directly contracted persons employed
Business principles within the Centrica Group in the UK and overseas operations.
Policy
Who do our business principles apply to?
We are committed to dealing responsibly, openly and professionally with any genuine
• All employees (staff, contract and temporary), officers and directors of Centrica in concern employees may have about any practice, procedure or policy carried out by
each of our business units worldwide any officer or employee of the Company, which may be a breach of rules, irregularity,
malpractice, a danger to our employees or our customers, financial malpractice,
• All our majority-owned business dealings and transactions in all countries in
breach of legal obligations or may damage the environment.
which we or our subsidiaries and associates operate
• Where we have a minority interest, we will encourage our business partners to
apply our principles
1 Source: http://files.the-group.net/library/centrica/zips/_234.zip
²Source: http://www.centrica.com/files/pdf/businessprinciples_speakup.pdf

We encourage employees and those working with the Company in any other capacity will be made to resolve the situation promptly. If this is not possible, we will take
to raise their concerns about any incidents of malpractice in the workplace at the further action to fully investigate and then take appropriate action.
earliest possible stage. Our approach to ' Speak Up' is to enable staff to raise their
Initial Report
concerns internally or externally to disclose information they believe shows
malpractice or impropriety in the first instance. If an employee has a concern about work place malpractice, they should initially
discuss it with their Line Manager or HR Manager. He or she will attempt to resolve
This policy is non -contractual and can be subject to change or withdrawn at any time.
the matter as promptly as is reasonably practicable.
Malpractice
There may be circumstances where the employee feels unable to approach their Line
The Public Interest Disclosures Act 1998 encourages staff to raise their concerns Manager or HR Manager and in these circumstances they can raise concerns via
internally about malpractice or impropriety, which may include: external helplines or directly with one of the people designated Public Interest
Disclosure Act (PIDA) Officers1 for this purpose. They will either deal with the matter
I. the commission, or likely commission, of a criminal offence; or
or nominate a management representative, as appropriate.
II. a failure to comply with any legal or regulatory obligation; or
Alternatively, employees can raise concerns through one of the following confidential
III. a miscarriage of justice; or helplines:
IV. endangering the health and safety of any individual; or Independent ‘Speak Up’ Helpline - This confidential helpline is run by Expolink2, our
third party providers to ensure that concerns about malpractice in the workplace are
V. damage to the environment; or
properly raised and addressed.
VI. fraud or financial irregularity; or
Employees or fixed term workers who work in an area of the Company regulated by
VII. blackmail, corruption or bribery; or the Financial Services Authority (F.S.A.), may also raise their concerns directly with
the Director of Business Assurance, on a confidential basis, or with the F.S.A. on 020
VIII. deliberate concealment relating to any of I to VII;
7066 9200 or via e-mail: whistle@fsa.gov.uk. Further information is available at
http://www.fsa.gov.uk/Pages/Doing/Contact/Whistle/index.shtml
It is immaterial whether the relevant failure occurred, occurs or would occur in the The employee may remain anonymous if they wish but he or she is encouraged to
United Kingdom or elsewhere, and whether the law applying to it is that of the United provide their name and contact details to help facilitate the effectiveness of the
Kingdom or of any other country or territory in which the Centrica Group operates or subsequent investigation and to keep them up to date with progress.
has facilities.
Company Action
Making a Disclosure
Following Investigation, if the concern raised is found to be valid, we may take one or
It is our primary aim to prevent workplace malpractice from occu rring in the first place. more of the following steps (which is a non-exhaustive list):
If it happens, it is our objective to prevent it from recurring. If appropriate, every effort
Refer the matter to the Centrica Executive Committee with a view to an internal

investigation being carried out; Whilst every effort will be taken to ensure the employee’s identity is not disclosed it
may become necessary to identify them or become possible for third parties to deduce
Refer to a technical expert;
your identity. For this reason no guarantee of anonymity can be given.
Refer you to the grievance procedure;
The Company will take all reasonable steps to ensure the employee is not subjected
Refer the matter to the Board of Directors; to any harassment, victimisation or disciplinary action as a result of raising the action.
Refer the matter to the appropriate external regulatory body for further investigation; So far as possible any supporting evidence relating to the disclosure will be kept
secure at all times.
The employee will, unless exceptional circumstances do not permit, be informed of the
resulting action, either directly or via Expolink. If the employee is dissatisfied with the Unfounded Allegations
way the disclosure has been dealt with they should raise their concern in writing to
If an employee makes an allegation in good faith that is not confirmed by subsequent
one of the PIDA Officers or by telephone to Expolink and their concerns will be
investigation no action will be taken against them. However, malicious or unfounded
investigated.
allegations may result in disciplinary action.
External Disclosure
Responsibility
If, after having followed the procedural steps set out above, th e employee remains
All those persons referred to within the scope of this policy are required to be familiar
genuinely and reasonably dissatisfied with the outcome, they may raise their concern,
with the terms of this policy.
on a confidential basis with:
Individual managers are responsible for ensuring that this policy is communicated and
• the relevant regulatory authority;
applied within their own area. Any queries on the application or interpretation of this
• a member of parliament; or policy must be discussed with the HR Policy Unit prior to any action being taken.
• a professionally qualified lawyer for the purposes of obtaining legal advice.
Confidentiality Group gifts and hospitality policy1

Provided the employee raises any concerns in good faith and not out of malice or with Introduction
a view to personal gain and they have reasonable grounds for believing their concerns
to be true and they have complied in full with the spirit of the policy and procedural Gifts and/or hospitality are offered voluntarily and without compensation. We
steps set out above, the following will apply:- recognise that giving and accepting gifts can be part of building normal business
relationships. In different geographical locations, this practice can vary significantly,
So far as possible the employee’s identity, if known, will not be disclosed at any time often depending on local laws and specific customs. But some gifts and hospitality can
by the Company unless necessary for the purposes of our investigations, to obtain
legal advice, or to comply with a legal or regulatory obligation.
1 Source: http://www.centrica.com/files/pdf/businessprinciples_gifts_hospitality.pdf

create improper influence and conflicts of interest. In some instances they can be Key policy elements
viewed as bribes that could damage Centrica’s reputation or even break the law.
• Any hospitality valued at more than £100 or individual gift valued at more than
Purpose £50 must be approved by your line manager.
The purpose of this policy is to set out the responsibilities of Group functions and • All travel and overnight accommodation requires prior approval from your line
business units in observing and upholding our position on the gi ving and acceptance manager. In some business units or departments, more restrictive guidelines or
of gifts and hospitality. In developing this policy reference has been made to relevant rules may apply.
laws including the OECD Convention on Combating Bribery of Forei gn Public Officials
• Employees and employees’ families should refuse to accept gifts or hospitality
in International Business Transactions 1997.
which could influence or appear to influence decisions they make on behalf of the
Scope Company.
This policy applies to Centrica employees (staff, contract and temporary) and extends • The acceptance and/or offer of small gifts such as flowers, and/or casual
to all our majority owned business dealings and transactions in all countries in which hospitality such as business lunches, is acceptable within reasonable bounds, as
we or our subsidiaries and associates operate. long as it is a normal and appropriate expression of business courtesy.
Where we have a minority interest we will encourage the application of this policy • Employees must ensure that offering or accepting a gift or hospitality does not
amongst our business partners including contractors, suppliers and joint venture create or appear to create a conflict of interest for those involved.
partners.
• Employees should make management aware of all offers or acceptance of gifts or
This policy should be implemented in conjunction with the guidance on giving and hospitality. If there is any doubt about the propriety of accepting a gift or
accepting gifts and hospitality within the Group Guide to Sound Business Practice. hospitality it should be refused.
Employees should also read the Group policy on bribery and corruption.
• The primary responsibility for deciding whether gifts or hospitality should be
Policy accepted lies with the employee. Employees should refer to the Group Guidance
on giving and accepting gifts and hospitality.
Our Group Business Principles set out our commitment to operate responsibly
wherever we work in the world and to engage with our stakeholders to manage the • The offer or acceptance of all gifts or hospitality must be fully documented,
social, environmental and ethical impact of our activities in the different markets in approved by the relevant line manager and recorded in the Group Gift Register.
which we operate.
Our first principle, ‘integrity in corporate conduct ’, states that Centrica does not
Responsibilities
engage in bribery or any form of unethical inducement or payment. All employees are
required to avoid any activities that might lead to, or suggest, a conflict of interest with The Group Chief Executive is the main board director with primary responsibility for
the business of the Company. Employees must declare and keep a record of implementing this policy and for reporting annually to the Centrica Board of Directors.
hospitality or gifts accepted or offered, which will be subject to managerial review. We
do not make direct or indirect contributions to political parties.

The Managing Director of each business unit will establish appropriate responsibilities
and procedures within their operations. If any instance of non-compliance with the
stated Group policy is identified, we will take remedial steps immediately.
Training and communications
We will communicate this policy and relevant guidance to employees across the
Group, through our established internal communication channels. We will also
communicate this policy to our suppliers, contractors and business partners and wider
stakeholders. Managers, employees and agents will receive relevant training on how
to implement this policy in the scope of their employment with the Group.
Raising concerns and seeking guidance
Employees are encouraged to raise concerns about any instance of malpractice at the
earliest possible stage through our confidential ‘speak up’ helpline. Please refer to the
Group Speak Up Policy for further information.
Monitoring and review
The Centrica Executive Committee will review the implementation of this policy in
respect of its suitability, adequacy and effectiveness and make improvements as
appropriate. It will periodically report the results of this process to the Group Audit
Committee, which will make an independent assessment of the adequacy of the policy
and disclose any material non-compliance in the Annual Report to shareholders.
Internal controls and audit
Centrica will establish feedback mechanisms in order to maintain accurate records -
available for inspection - which properly and fairly document all financial transactions.
Internal control systems will be subject to regular audits to provide assurance that they
are effective in countering bribery and corruption.

234. American Express
CODE OF CONDUCT 1 Improper Payments
INTRODUCTION It is the Company’s policy that bribery in all forms is prohibited.
American Express Company’s reputation is a priceless asset. It not only affects You may not offer or make any payment or other benefit, directly or through an
whether someone chooses to be our customer or do business with us, it also intermediary, to any government official or official of an international organization to
determines whether we are proud to be associated with this organization — how we influence actions, inactions or decisions, or to obtain any improper advantage with
feel about coming to work. Each of us must protect and maintain the Company’s respect to that intermediary or government official or to the government entities that
reputation by following the high standards of personal business ethics as set forth in they may influence. You may not make charitable contributions to organizations on
the Code of Conduct. Adherence to the Company’s Code of Conduct is a condition of behalf, or at the suggestion, of a government official, or to organizations with which a
your employment. government official is affiliated, if that official can influence decisions concerning
American Express or if the contribution is intended to enhance the Company’s ability
In our rapidly evolving businesses, each of us is challenged by a complex to obtain or retain business.
environment, which often requires a fast response under pressure. No written policy
can anticipate every ethical dilemma or definitively set forth the appropriate action for The law prohibits offers and payments that include a direct or indirect offer or promise
all business situations. Accordingly, rather than a set of specific rules, this Code, in to give money or anything of value to persons, public officials or political parties in
conjunction with our Company values, emphasizes a standard of ethical conduct that order to assist the Company in securing business, services or any improper
must permeate all of our business dealings and relationships. American Express relies advantage. There is no exception for small amounts.
on your good judgment in applying these standards. Expediting Payments
Individual businesses may issue additional policies that provide more specific You may not make any expediting or facilitating payments demanded by clerical and
guidance about certain practices related to that business. Leaders must inform other low-level government personnel, even if the reason for the payment is to cause
employees about any additional policies relevant to their particular business. You the government personnel to take routine action that the Company is entitled to under
should speak with your leader for more information about any of those policies that applicable law.
pertain to you. You are expected to participate in all applicable training programs that
are offered to help you apply the Code in your daily activities. A facilitating, or “grease,” payment is a payment made to expedite or secure the
performance of a routine government action in order to avoid delay or avoid a refusal
ANTI-CORRUPTION by government personnel to perform their duties. Although a primary U.S. anti-
You may not offer or accept any improper payments, gratuities or gifts to obtain or corruption law has an exception that permits such payments, the payments may be
retain business or secure services anywhere in the world. considered illegal bribes in many countries (even though such bribery laws may not be
enforced in every country). The Company does not permit employees to make
It is against Company policy to engage in any form of bribery, including the offer or facilitating payments. Any exceptions to this policy require the prior review and
acceptance of any improper payments, gratuities or gifts, to obtain or retain business approval of both the applicable business unit’s Controller and Regional Compliance
or secure services anywhere in the world. Officer, and strict adherence to the Company’s policies and procedures. If you believe
that the Company or its employees face potential damage or harm as a result of the
1 Source: http://media.corporate-ir.net/media_files/irol/64/64467/2007_AXP_COC.pdf

refusal by government personnel to perform assigned duties, you should immediately for the transaction. Reporting of suspicious activities according to your business unit’s
escalate your concern to your leader, Regional Compliance Officer, the General procedures is vital to detect and deter unlawful activity. Do not discuss your
Counsel ’s Office or the business unit’s Controller. In the event that facilitating suspicions with third parties or other employees unless directed to do so by your
payments are pre-approved and paid, the business unit’s Controller must provide a leader after consultation with your Anti-Money Laundering Compliance Officer.
quarterly written report of any such payments to the Company’s Controller. These
The Company also is required to take reasonable steps to choose business partners
payments should be reported in accordance with the Reporting of Improper Payments
that are owned by identifiable, reputable individuals and who will not use the American
Policy.
Express brand, products or services to engage in activities that pose unreasonable
MONEY LAUNDERING AND TERRORIST FINANCING risks to the Company. You must promptly report any concerns you have about the
reputation or vigilance of business partners to your leader, Compliance Officer or the
You must actively guard against the use of the Company’s products and services for
General Counsel’s Office. Ignoring or turning a blind eye to concerns or suspicions in
purposes of money laundering or for the financing of terrorism or other criminal
this area may expose both you and the Company to criminal liability, civil monetary
activity.
fines and asset forfeiture.
Money laundering and terrorist financing have become the focus of considerable
attention by governments, international organizations and law enforcement agencies Conflicts of Interest
throughout the world. Money laundering is the process by which the proceeds of
criminal activity are moved through the financial system in order to hide all traces of Gifts and Entertainment
their criminal origin. Terrorist financing, by contrast, focuses on the destination and
You must not solicit, accept or give gifts that may influence business decisions.
use of funds that may come from legitimate or criminal sources, or a combination of
the two. You must not solicit or accept significant gifts of cash or monetary equivalents, objects
of value or preferential treatment directly or indirectly from any person or enterprise
The Company and its subsidiaries have Anti-Money Laundering Compliance Officers
that has, or is seeking, business with the Company. Doing so may influence, or
and programs to promote compliance with applicable money laundering and terrorist
appear to influence, your business judgment. Indirect gifts can include gifts to your
financing laws and regulations. Each business unit has adopted a specific program,
family members or a charity you support. You may accept business-related meals,
including policies and procedures for record keeping, reporting of financial
entertainment, token gifts or favors only when the value involved is not significant and
transactions and suspicious activity, customer identification, “Know Your Customer” or
clearly will not place you under any real or perceived obligation to the donor. You also
Customer Due Diligence requirements, transaction monitoring, and limitations
must not offer excessive gifts or entertainment to others whose business the
involving the use of our products and services.
Company may be seeking. In no event should you offer or accept business meals, or
All employees must be vigilant and exercise good judgment when dealing with attend business functions, at establishments featuring sexually suggestive
unusual customer transactions. You must alert your leader to any situation that seems entertainment.
to you to be inappropriate or suspicious. You should not let the customer know that
Special rules may apply to employees involved in seeking business with, or providing
you find the transaction suspicious, although you should ask whatever questions are
services to, government entities. In addition, some of the Company’s businesses are
necessary to better understand the customer’s identity, source of funds and reasons
regulated by government agencies that strictly limit their employees’ ability to give or
accept gifts. Contact your business unit’s Compliance Officer or the General
Counsel’s

Office for specific information and guidance on these rules. In some countries, it is Disciplinary measures will depend on the circumstances of the violation and will be
traditional to present gifts to business associates or customers as a demonstration of applied in a manner consistent with the Company’s policies and applicable laws.
courtesy or appreciation. Gifts to nongovernment officials may be given in locations Consideration will be given to whether or not a violation was intentional, as well as to
where such gift giving is customary, widely accepted and consistent with the laws or the level of good faith shown by an employee in reporting the violation or in
regulations applicable to the giver or recipient. The value of such gifts must be cooperating with any resulting investigation or plan of remediation.
reasonable and properly reported.
Disciplinary action will be taken against any employee who:
COMPLIANCE WITH THE CODE
• authorizes, directs, approves or participates in violations of the Code of Conduct
You must read, understand and comply with the Code. If you have any questions, you or applicable law or regulations;
are responsible for asking your leader for clarification.
• deliberately fails to report, or conceals, violations of the Code or applicable law or
If you believe that you may have violated the Code or any applicable law or regulation, regulation, or deliberately withholds or misstates relevant information concerning
you must report your concerns so that the Company can take appropriate action. The a violation of the Code;
fact that you have reported your concerns will be given consideration in determining
• retaliates, directly or indirectly, against any other employee because of a report
any appropriate disciplinary action. In many cases, a prompt report of a violation can
by that employee of a suspected violation of the Code or applicable law or
substantially reduce any adverse consequences to you, to the Company or to third
regulations;
parties.
• is a leader and who, under the circumstances, should have known about a
If you have reason to believe an employee or a person performing services for the
violation by people under his or her supervision, or who did not act promptly to
Company, at any level of seniority, may have violated the Code or any law or
report and correct a violation; and
regulation applicable to the Company’s businesses, you have a duty to report that
violation so that the Company can take steps to rectify the problem and prevent a • encourages others to do any of the above.
recurrence.
You should report actual or suspected violations to one of the contacts set out in
In addition, persons who violate the law during the course of their employment may be
“Where to Go for Help” on p. 31. Such reports will be treated confidentially to the
subject to criminal or civil penalties, as well as payment of civil damages to the
extent possible. No one who suspects a violation and reports it in good faith will be
Company or third parties.
subject to retaliation for making such a report. The Company’s policy, entitled
Handling Whistleblower Claims, describes actions the Company takes to make sure Office of the Ombudsperson
that employees who report Code violations are treated fairly.
If you prefer, you can speak informally and confidentially with the Office of the
Disciplinary Action Ombudsperson:
1-800 -297 -1010 U.S. and Canada
If you fail to comply with the Code or any applicable law or reg ulation, you will be
E-mail: amexombud@aol.com
subject to disciplinary action that may include termination.

For more information about the Office of the Ombudsperson, go to AmexWeb at

www.aexp.com /ombudsperson.
Reports of violations of the Code will be treated confidentially, to the extent possible.
No one who suspects a violation and reports it, in good faith, will be subject to
retaliation for making such a report.

235. CVRD
Sustainability Report 2007 1 Efforts in this area include the development of an intelligence system that will allow
the strict management of data and information for the monitoring and evaluation of
Governance, Ethics and Transparency suppliers. In association with our fraud detection system, the evaluation of suppliers’
operations to detect corruption and ethical violation will help with decision making.
Code of Ethical Conduct
Our Code of Ethical Conduct restates our commitment to responsible action. This
code is available at www.vale.com.
Code of Ethical Conduct²
The Code of Ethical Conduct establishes good governance and corporate social
responsibility as essential principles for valuing employees, preserving the ETHICAL CONDUCT RULES
environment and contributing to development of the communities i n which Vale
operates. According to this code, all employees – from the Board of Directors,
Advisory Committees and the Fiscal Council to Officers, Operational staff, including
those of our subsidiaries, and interns, must act with responsibility, honesty, trust,
respect, and loyalty, obeying all laws and regulations in effect.
The Code also establishes a set of 11 desirable behaviors, which promote a positive
and responsible professional attitude among employees and leaders. The Code
further identifies nine intolerable actions related to discrimination, harassment,
corruption, personal illicit benefits and administrative fraud.
To protect the company’s strategic interests, we also created a Code of Ethical
Conduct specific to professionals in the Executive Financial Department, who work
with classified information and data. This document is also avai lable at www.vale.com.
In cases where there is a clear violation of established guidelines, transgressors are
subject to penalties ranging from warnings and temporary suspens ion to dismissal.
Corporate risks
Vale ’s risk management system also includes a Corporate Security Policy, in addition
to the Code of Ethical Conduct and the Reporting Channel. In 2007, our Corporate
Security area in Brazil added a new management area in its structure to improve the
prevention of fraud and corruption.
1Source: http://www.vale.com/vale_us/media/sustainability_report_-_complete_version.pdf
²Source: http://www.vale.com/vale/media/Codigo_de_Conduta_Etica.pdf


236. Sumitomo
Sustainability Report 2008 1

Acting Responsibly in Business – CSR Management
Compliance
1 Source: http://www.sumitomocorp.co.jp/english/society/doc/env2008e.pdf

1 Source: http://www.sumitomocorp.co.jp/english/society/doc/env2008e.pdf

237. Northrop Grumman
Corporate Social Responsibility Report – EXECUTIVE SUMMARY 2007 1 copy of the “Standards of Business Conduct.”
The principles outlined provide a foundation for operating each day with the highest
SUPPLY CHAIN Management
ethical standards. These “Standards of Business Conduct” apply to everyone within
the company, regardless of position or level of responsibility, and they extend to all
ETHICS non-employees who act on behalf of Northrop Grumman in any capacity. In short, our
Each year, we send a letter to every supplier outlining Northrop Grumman’s ethics belief is that each person is responsible for his or her individual integrity and the
policies and code of conduct. In 2007, we sent 26,298 such letters (25,192 in 2006). consequences of all actions.
We will continue to issue these letters electronically to the supplier base and All employees receive ongoing ethics awareness training. Additionally, employees
communicate the theme of ethical behavior throughout the year. We also plan to receive compliance training on selected topics through interactive video, live
reiterate this theme through process controls built into presentations and printed publications. Northrop Grumman also communicates the
our supply chain bidding, Request for Information (RFI) response schedules, and ethics message through corporate and sector websites, presentations, and lesson-
overall technical and financial evaluation processes. plan kits for managers on shared values, newsletters and the integration of ethics into
leadership training.
Our procurement processes segregate technical bidders’ data from financial data in
order to ensure adequate evaluation processes. Internally, Northrop Grumman CORPORATE GOVERNANCE IN 2007 – Our Major Areas of Concentration
procurement employees are required to annually review the procurement integrity
policy and sign a certification specifying that they will never accept supplier gifts, OPENLINE - 1-800 -247 -4952
bribes or kickbacks. Northrop Grumman employees are also require d to identify any
conflicts of interest with current and potential suppliers. Additionally, Northrop The Corporate Office of Ethics and Business Conduct maintains a nationwide, toll-free
Grumman procurement employees perform due diligence in assessing whether phone number for anyone seeking guidance on ethics or business conduct, and for
suppliers have been debarred or suspended in any way, and whether suppliers have reporting suspected violations. The department also maintains an online reporting
any ties to terrorist organizations or governments plotting against the United States of system in addition to the toll-free number.
America. In 2007, improvements were made to the OpenLine process, including the creation of
a company-wide case tracking system. This system allows the company to track
OUR ETHICS AND GOVERNANCE
OpenLine calls by total number and type of contacts, by sector, by allegations with
and without merit, and by disciplinary action rendered.
STANDARDS OF BUSINESS CONDUCT
SPREADING THE WORD
In 1986, Northrop Grumman was an original signatory to the “Defense Industry
Initiative on Business Ethics” and first published its own “Standards of Business In 2007, the company began publishing OpenLine results each quarter. The company
Conduct” based on that template. Every Northrop Grumman employee receives a continues to emphasize the ethics message in two brochures distributed to all
employees: Vision, Values and Behaviors and When to Challenge, W hen to Support.
Employees receive both brochures from their managers, who also receive a
1 Source: http://www.northropgrumman.com/corporate-responsibility/pdf/2007-corporate-social-responsibility-report.pdf

supporting lesson plan. This booklet shows managers how to create an ethical and 4. Publish a new quarterly ethics newsletter for all employees.
vibrant work climate by building trust. In addition, all employees receive regular
5. Conduct new ongoing training for all frontline supervisors.
ongoing communication from managers, company leaders and the Executive Office
including an annual email message from the CEO.
ETHICAL LEADERSHIP
To ensure that a strong ethical culture continues to thrive throughout the organization, STANDARDS OF BUSINESS CONDUCT 1
a key segment of the company’s management development program, Lead1NG, is
devoted to ethics. In these training programs leaders learn how to maintain and RELATIONSHIPS
reinvigorate sound ethical behavior among their employees. 1) With Customers:
EMPLOYEE ENGAGEMENT We expect our customers, both government and commercial, to select our products
The ethics organization conducted its first company-wide poster contest that engaged because of quality, service and price. We conduct our business in an open and above-
employees in a “Set the Tone for Integrity” theme for 2008. The winners were board manner and we do not seek any improper influence. Our policies, procedures
announced during ethics awareness week with the winning posters incorporated into and practices are designed to prevent even the appearance of such influence.
the 2008 ethics calendar. All products must be exactly as specified by the customer in the contract and all
ETHICS AND COMPLIANCE INVESTIGATIONS testing and quality assurance steps must be followed. Any change to a contract must
have the prior written approval of the contracts organization and an authorized
In 2007, Northrop Grumman investigated 509 cases of alleged inte rnal governance customer representative.
malfeasance. In these investigations, the company took various disciplinary actions,
up to and including termination of 36 employees for ethics and business conduct The nature of our business requires that we be especially attentive to the strict
violations. These results only reflect cases addressed through t he OpenLine process. standards that government agencies have established for their employees. As a
general rule, business courtesies such as gifts, entertainment, services or favors
LOOKING FORWARD: 2008 FOCUS should not be offered to any actual or potential government customer
1. Increase awareness of OpenLine and online reporting that provides 24-hour or representative. When dealing with non-government personnel in connection with
coverage with a third-party call center open every day of the year. Continually government contract or subcontract activities, similar restrictions apply.
emphasize the Northrop Grumman non-retaliation policy.
It is a crime to offer or give anything to a government employee because of an official
2. Deploy ethics awareness training across the corporation to include modules on act performed or to be performed. Also, offering, providing, soliciting or accepting
compliance risk areas. anything of value to or from anyone in return for favorable consideration on a
3. Conduct a follow-up Defense Industry Benchmarking survey and communicate government contract or subcontract is called a kickback and is a crime.
results.
1Source: http:// www.northropgrumman.com/corporate-responsibility/ethics/noc_standards_conduct.pdf

Finally, business courtesies offered to commercial, nongovernment customers must event that is not possible, contact the local Business Conduct Officer, legal counsel,
demonstrate good business judgment and be reasonable (for example not frequent or human resources or the Corporate or sector OpenLine. The company will treat such
lavish), legal and offered in a manner that could not hurt Northrop Grumman’s reports as confidential. You may make an anonymous report if you desire. In any
reputation for impartiality and fair dealing. case, company policy prohibits direct or indirect retaliation on anyone reporting a
violation of the Standards of Business Conduct.
2) With Suppliers:
2) Consequences:
Helpful, friendly, professional relationships are essential to any business. While
cultivating such relationships with our suppliers, we must also maintain an honest, Employees who violate company standards of conduct, especially those relating to our
objective and efficient procurement process. The purchase of materials and services relationships with the U.S. Government but also those related to commercial
must be in accordance with Northrop Grumman procurement policies and procedures. customers, will be subject to disciplinary action up to and including termination of
employment. Violations may also result in civil or criminal penalties.
Northrop Grumman employees and members of their immediate families may not
solicit or accept gifts, payment or gratuities from our suppliers. Promotional items of An employee who witnesses such a violation and fails to report it may be subject to
nominal value may be accepted.) Any financial interests in a Northrop Grumman discipline. Also, a supervisor or manager may be subject to discipline to the extent
supplier or someone seeking to become a supplier must be reported to the company. that the violation reflects inadequate supervision or lack of diligence.
Northrop Grumman policies in this area go beyond the law prohibiting kickbacks. We OPENLINE
must avoid even the appearance of improper conduct in all our business dealings.
Open communication is especially important when our integrity as a company is
Exceptions to these standards are not allowed unless specifically provided for in the
compromised. Contact the OpenLine to raise concerns about:
company’s written procedures.
• Time reporting (intentionally falsifying or misstating time)
RESPONSIBILITY AND CONSEQUENCES
• Mischarging (unallowable or shifting costs)
1) Responsibility:
• Misuse of company resources/ information
In addition to the Chief Executive Officer, the Chief Financial Officer and all other
managers and employees, the Northrop Grumman Values and Standards of Business • Accounting issues
Conduct apply to members of the Board of Directors, consultants, agents, contract
• Conflicts of interest (organizational, financial, personal)
labor (job shoppers) and anyone who represents the company in any capacity. It is the
responsibility of all of these parties to comply with the standards, to seek advice and • Customers or suppliers
guidance when questions arise and to report violations of the Standards of Business
• Quality/manufacturing
Conduct of which they have knowledge. Employees are encouraged to raise such
issues with their manager first. In the • Other ethical violations
• Export/import control compliance issues

Northrop Grumman OpenLine:

800.247.4952 (toll-free)
Web Reporting
https://www.compliance-helpline.com/nothgrum.jsp
Northrop Grumman European OpenLine:
0041 1 319 9251
The Sarbanes-Oxley Act of 2002 requires the Audit Committee of the Board of
Directors to establish procedures to receive employees’ confidential or anonymous
concerns regarding questionable accounting or auditing matters.
INTERNATIONAL
Foreign Corrupt Practices Act:
FCPA, as it is known, is intended to prevent bribery of foreign officials by

representatives of U.S. companies for the purpose of securing an improper business
advantage. It prohibits the payment or offering of anything of value directly or indirectly
to a foreign government official, political party, party official or candidate for the
purpose of influencing an official act of the person or the government in order to obtain
such an advantage.
SOME ADDITIONAL LAWS AND REGULATIONS
Anti-Kickback Act of 1986:

Directly or indirectly offering, providing, soliciting or accepting anything of value in
return for favorable treatment in connection with a government contract or subcontract
is a violation of company policy and federal law that may result in company discipline
as well as severe civil or criminal penalties.

238. Danske Bank Group
Responsibility – Policies1 Summary of Danske Bank’s global policy to prevent money laundering and
financing of terrorism²
Code of Conduct
The Group’s approach to corruption can be summed up in the following three guiding It is the global policy of Danske Bank – including all branches and subsidiaries,
principles of our code of conduct on corruption: domestic as well as foreign – to take all necessary steps to comply with the rules
regarding money laundering and combating the financing of terrorism. The global
• The Danske Bank Group and its employees do not accept or solicit bribes in any policy includes establishing adequate procedures of customer due diligence,
form reporting, record keeping, internal control, risk management and communication in
• The Danske Bank Group strongly discourages facilitation payments order to forestall and prevent operations related to money laundering or financing of
terrorism. In addition, the Bank’s branches and subsidiaries that are located abroad
• The Group’s employees do not give or receive gifts above token value are required to comply with the applicable money laundering and anti-terrorism
legislation in the country in question.
Even with these guiding principles, the line between right and wrong can sometimes Concerning relationships with correspondent banks and other financial institutions, the
be difficult to draw, considering the variations in local culture and habits. The Group Bank has set up special international guidelines covering the entire Danske Bank
therefore encourages employees, if they are in doubt about this matter, to refer their Group.
concerns to the Compliance department.
1 Source: http://www.danskebank.com/en-uk/CSR/policies/Pages/Code_of_conduct.aspx
²Source: http://www.danskebank.com/en-uk/ProdServ/Institutional/financial-institutions/Documents/db_aml_policy.pdf

240. Hess
2007 CORPORATE SUSTAINABILITY REPORT 1 officials. Company representatives may not offer anything of value to a government
official for the purpose of influencing the recipient to take or refrain from taking any
HOW WE OPERATE official action or to induce the recipient to conduct business with the Company.
We must create value and consistently achieve outstanding result s in our business In addition, the Foreign Corrupt Practices Act (FCPA) prohibits the payment of, or
and also excel in other critical areas including personal and bu siness ethics. offer to pay, anything of value, directly or indirectly, to any foreign official, foreign
The company monitors compliance with the law and its own policies and has political party or foreign political candidate, if the purpose of the payment is to cause
established both telephone and internet e-mail hotline services to facilitate reporting of the recipient to act, or refrain from acting, so as to assist a company in obtaining or
potential noncompliance. All reports of suspected violations, whether made retaining business or in directing business to any particular person. Payment made
anonymously or otherwise, are treated confidentially and are investigated promptly, indirectly (through a consultant, contractor or other intermediary) is also prohibited.
thoroughly and fairly. In 2007, there were 103 calls received on the hotline, 25 of Representatives of the Company are not permitted to offer gifts of other than minimal
which were substantiated and resulted in follow up action including six employee value or to provide travel or entertainment to any government employee without the
dismissals. Reports are made periodically to the Audit Committee of the Board of prior written approval of the Executive Vice President and General Counsel or Vice
Directors. President Audit & Compliance.
We conduct regular mandatory training and evaluate salaried employees on ethical The FCPA does provide for an exception for facilitation payments, if they are legal and
guidelines using a computer based Ethics Awareness Training course. No action is customary in the local country. It is the policy of the Company that these payments be
taken against an employee for making a complaint or reporting, in good faith, known avoided whenever possible. If such payments are necessary, they must be approved
or suspected violations of company policy. Intimidation or retaliation against anyone in advance by the Executive Vice President and General Counsel or Vice President
making such reports is not tolerated and any employee, officer o r director who Audit & Compliance.
retaliates against another employee, officer or director will be in violation of company
policy and subject to disciplinary action. The FCPA applies to all U.S. companies, foreign companies subject to the jurisdiction
of the U.S. Securities and Exchange Commission, and all persons subject to U.S.
jurisdiction. Penalties under the FCPA include fines and prison terms. Individuals
should consult Executive Directive 26 for additional information.
CODE OF BUSINESS CONDUCT AND ETHICS² ENTERTAINMENT AND GIFTS

Company representatives may not accept cash or anything of more than token value
BUSINESS ETHICS (including entertainment) from any concern that does, or is seeking to do, business
with, or is a competitor of, the Company. Likewise, bribes, kickbacks or other similar
FOREIGN CORRUPT PRACTICES ACT gifts or payment to or from an individual or company are prohibited. Furthermore, no
The United States and other countries in which the Company or its subsidiaries Company representative should ever accept a gift where it could appear that the
operate have laws restricting or prohibiting the providing of gifts to government representative’s business judgment has been compromised. If you have any
questions about the appropriateness of accepting a gift please consult the Legal
Department.
1 Source: http://www.hess.com/downloads/reports/EHS/US/2007/2007.pdf
²Source: http://media.corporate-ir.net/media_files/irol/10/101801/corpgov/2007_CODEOFCONDUCT.pdf

With respect to giving gifts, Company representatives may not give a gift if it could be https://www.compliance-helpline.com/hesshotline.
seen as consideration for an official or business favor. Appropriate entertainment may
be offered by persons authorized to do so. As discussed in more detail below,
particular care should be taken when the proposed recipient of entertainment or gifts If your concern is regarding employee benefits, salary administration or leave of
is a government official since entertainment of, or even token g ifts to, such officials are absence issues, please call the HR Service Center at 1-877-511-4377.
prohibited in many jurisdictions.
If your concern is regarding customer service at a retail gas station please call 1-800-
COMPLIANCE PROGRAM 437-7645.
NO RETALIATION
DISCIPLINE AND PENALTIES
Reporting known or suspected violations of the Company’s legal or ethical obligations
In order to maintain compliance with the law and preserve its reputation, the Company is the responsibility of each employee, officer and director.
will treat seriously any violation of law or failure to adhere to the principles set forth in
Employees, officers and directors must never be discouraged from reporting
this Code. In appropriate circumstances, suspension or dismissal may result.
violations. In no event will any action be taken against the Company representative for
Violations of law can result in criminal or civil penalties against the Company and the making a complaint or reporting, in good faith, known or suspected violations of
employee, including substantial fines and prison terms. Company policy. Such representative of the Company will not lose his or her job for
refusing an order he or she reasonably believes would violate the provisions of this
REPORTING SUSPECTED VIOLATIONS
Code. All reports of suspected violations of law or failures to comply with the principles
The Company monitors compliance with the law and its policies. Representatives of set forth in this document or any other Company Statement or Policy, whether made
the Company are encouraged to speak to supervisors, managers or other appropriate anonymously or otherwise, will be treated confidentially and will be investigated
Company officials when in doubt about the best course of action in a particular promptly, thoroughly and fairly. Intimidation or retaliation against anyone making such
situation. In addition, employees, officers and directors have a n obligation to notify reports will not be tolerated and any employee, officer and director who retaliates
their supervisors, the Legal Department or other appropriate Company officials of against another employee, officer or director will be in violation of Company policy and
suspected violations of law or failures to adhere to the principles set forth in this Code. subject to disciplinary action including dismissal.
Failure to notify can itself be grounds for discipline. The Company has established two
additional channels for reporting violations, which may be done anonymously.
The Vice President Audit & Compliance is responsible for monitoring and investigating
suspected violations.
• Call the Company’s reporting hotline at 1-800-353-2790 and a representative
from Global Compliance Services will take your call.
• File a report anonymously by e-mail by using the following secure website:

241. Wolseley
Corporate responsibility 1 Investor Relations – Our Governance and Ethics²

Responsible Business Code of Ethics
We are committed to working within the laws and regulations of all jurisdictions in
Policy 2 – All employees and other personnel must observe the laws and
which we operate and to comply with our Code of Ethics. We will encourage our
regulations of each country in which they operate.
suppliers to meet similar standards.
The laws and regulations that apply to Wolseley's business are numerous and often
The Group’s Code of Ethics sets out a number of fundamental principles which all
quite complex. If there is any doubt guidance should be sought from management or
Group companies and employees are required to follow. The Code covers many
the legal counsel of the relevant business. Employees and contractors should bring to
areas including fair competition, compliance with laws, including antitrust laws, and
the attention of management any request, which is considered illegal or in violation of
maintenance of the Group’s reputation for integrity, including a prohibition on bribery
Wolseley policy or may otherwise consult the Group Company Secretary of Wolseley
and general principles for dealing with suppliers and authorities. The Code can be
plc on a confidential basis. Wolseley's policy prohibits retaliation against those
viewed on the Company’s website at www.wolseley.com or a printed copy is available
providing information or raising questions in good faith about possible violations of the
from the Company Secretary.
law or stated corporate policy.
Our subsidiary businesses are required to adopt their own codes which respect local
Employees who are involved in the preparation of any information that will be included
cultures and practices but which also set clear standards which are no less exacting
in any public communication to shareholders or investors or in any document or report
than those detailed in the Group Code. These individual codes are appropriate to the
that will be filed with the US Securities and Exchange Commission, the New York or
scope of the local operation. All new companies joining the Group are required to
London Stock Exchanges or the UK Listing Authority must ensure that such
adopt codes of ethics on the same basis as existing businesses.
information is full, fair, timely and understandable.
Over the coming financial year, we intend to develop two new ini tiatives, which will
Policy 3 – Wolseley does not permit the bribery in any form of any person
strengthen our standards and demonstrate our commitment to sustaining our ethical
involved in the group's business.
business practices:
Wolseley companies are required to pursue policies which exclude corrupt practices
• we will begin the process of seeking assurances from our suppliers regarding a
related to the giving or receiving of gifts or benefits and to prohibit the use of the
number of social measures, including in relation to labour standards; and
group's funds and assets for illegal or improper purposes. Any gifts regarded as
• we will develop an anti-fraud and corruption prevention programme which will essential for the conduct of the business must be of a modest or token amount.
reinforce the standards we expect from our employees and suppliers. We will
Gifts should be recorded in the records of each company in accordance with local
also provide further training for our employees to minimise the risks associated
practice. Each company's standards should be such that neither the group's overall
with working in an increasingly competitive environment.
integrity nor its local reputation would be damaged if details of the business practice in
question became a matter of public disclosure.
We will report on the progress of these initiatives in 2009.
1 Source: http://www.wolseley.com/CorporateResponsibility/Documents/Wolseley_Corporate_Responsibility_2008.pdf
²Source: http://www.wolseley.com/InvestorRelations/Ourgovernanceandethics/CodeofEthics/default.asp

Company contributions to political parties or their affiliates and politicians (whether may, at the company's expense, entertain people doing business or desiring to do
elected or candidates) are forbidden whether in cash or in kind. Contributions to trade business with the group. The frequency and amount of these items should be modest.
associations and policy institutions or organisations that may seek to influence debate Employees and other personnel may accept occasional lunch, dinner and other
on issues affecting the group may be made if approved by local management. All such invitations from suppliers.
contributions must be properly recorded. The board or operating committee of the
It is recognised that the giving and receiving of business gifts is an integral part of the
relevant operating company must approve a policy relating to such payments before
way in which some businesses operate. The giving or receiving of business gifts
they are made. The board minutes must identify the proposed recipient, the issue in
should, therefore, remain appropriate to the business and should be modest. The
connection with which the contribution is being authorised, any relevant legal provision
receipt or giving of modest gifts may be expensed in the normal way if paid for by a
which regulates the making of the payment, confirm that the contribution will be
group company. The giving or receipt of more lavish gifts must be approved by the
recorded in the company's accounting records and that the Group Company Secretary
person's manager. The manager should ensure that an appropriate record is
will be notified of the details.
maintained. In cultures where the refusal of an expensive gift would give offence, such
Group companies should be aware that, in the UK, new legislation has come into gifts may be accepted on the basis that they will become the local company's
effect that prohibits companies incurring political expenditure or making political property, unless the managing director of the local company otherwise determines.
donations to European Union parties and organisations without shareholder approval.
General
The legislation is so widely drawn that it includes payments tha t would not normally be
considered to be party political contributions in the ordinary sense. On a protective It is accepted that many business decisions may involve ethical dilemmas. In these
basis, Wolseley plc sought shareholders' approval to the group incurring EU political and any other cases where any person is uncertain as to the correct course of action
donations or expenditure of up to a maximum of £125,000 in the year commencing 13 the issue should be raised with the line manager in the first instance.
December 2002* to avoid the directors of Wolseley plc being held personally liable to
The Wolseley Group and all of its personnel will respect the law in all countries and
repay any such expenditure that exceeds such limit. As part of this process the board
communities in which it operates. Any conflict between Wolseley policy or procedure
of Wolseley plc publicly confirmed to shareholders that the group will not make any
and the laws of any country in which any Wolseley company operates or any conflict
donation to a political party or organisation as such donations would be understood in
between the laws of places in which any such company operates should be referred to
the common sense.
the Group Company Secretary.
In the USA, laws allow political action committees to be established which enable
Any breach of this Group Code of Ethics or of any individual code in place from time to
employees' own contributions to candidates, politicians in office and/or political parties
time will usually be considered to be a disciplinary matter.
to be made on a pooled basis. As such committees do not involve company
contributions the group policy does not prevent their establishment.
Policy 9 – Each group company should have a policy with regard to entertaining
and gifts.
Subject to the consent of the employee's manager and to any other restrictions
imposed by the employing company's own policy, an employee or other personnel

243. KDDI
Annual Report 2008 1 Business Ethics Help Line

KDDI established the Business Ethics Help Line to serve as a contact point for all
employees with questions or concerns about business ethics and legal compliance.
By establishing a contact point in collaboration with external experts, the Company is
Concept of Compliance creating an environment where it is easy for employees to report concerns. The
KDDI is improving and reinforcing its compliance structures, based on its belief that Company has also established internal regulations in response to the enforcement of
compliance with the law—including strict observance of the privacy of communications Japanese legislation designed to protect public informants, and actively conducts
established in the Constitution of Japan —is fundamental to business operations. In educational activities on this topic.
conjunction with these efforts, the company is working to improve awareness of Compliance Structure of KDDI Group Companies
compliance to ensure that all employees maintain a high sense of ethics at all times
and execute their duties appropriately. To this end, KDDI codified its business ethics KDDI has also codified its business ethics for Group companies, and has established
in January 2003, establishing basic principles for executives and employees to follow company-based Business Ethics Committees and Business Ethics Help Lines. The
in the course of day-to-day business. Business Ethics Committees convene semi-annually to ascertain the situation at each
company and support the establishment and reinforcement of compliance structures.
Compliance Promotion System
KDDI has also put in place a KDDI Group Business Ethics Committee to deliberate
and make decisions on compliance related items. The committee formulates policies
for educational activities, and, in the event that a violation of compliance occurs, it
deals with the situation, discloses information outside of the Company, and
deliberates on measures to prevent recurrence. The status of the committee’s
activities is made available to all employees via the intranet.
Compliance Education and Training
In addition to the existing management training and companywide e-learning, since
December 2007, KDDI has also been implementing quarterly compliance-related
training at group training sessions for general employees.
(Key training accomplishments: Training for 300 general employees; e-learning for
approximately 11,000 employees; management/line manager training for 900
employees)
1 Source: http://www.kddi.com/english/corporate/ir/library/annual_report/pdf/kddi_ar2008_e.pdf

244. GMAC
GMAC Code of Conduct and Ethics 1 Accountability for Violations

Employees who violate this Code are subject to disciplinary action that, in the
Introduction
judgment of management, is appropriate to the nature of the violation, which may
include termination of employment. Employees may also be subject to civil and
Raising an Integrity or Compliance Concern and Seeking Guidance
criminal penalties if the law has been violated.
If you are unsure about the proper course of action or how the Code applies in a This Code of Conduct and Ethics is not a contract of employment for a definite tremor
particular situation, seek direction. You may contact: a guarantee of continued employment.
• Your immediate supervisor or local leadership
Integrity in the Marketplace
• Your next level of leadership
• Your Human Resources contact Gifts – Receiving Gifts
• Your GMAC Legal Staff contact GMAC must make business decisions based solely on business criteria, such as
price, quality, and expected return. We must avoid doing anything that suggests our
• The Chief Compliance Officer business decisions may be influenced by any irrelevant consideration, whether illegal
• The General Auditor (such as a kickback or bribe) or improper (such as personal friendship, gifts, or
entertainment).
• The Chair of the GMAC Audit Committee
As a general rule, accept no gifts from anyone who may seek to influence GMAC’s
business decisions, such as customers, service providers, and other suppliers. This
In most countries, you may also anonymously report an integrity or compliance general rule is subject to several exceptions.
concern by calling the GMAC Ethics Hotline. The GMAC EthicsHotline is managed by You may be a guest of an outside party at a meal, reception, or entertainment event if
an outside party. Its purpose is to facilitate reporting of possible illegal, unethical, or the value of the meal, reception, or entertainment does not exceed $100, and the total
improper conduct. It is available 24 hours a day to everyone to whom this Code value of meals, hospitality, and entertainment received from the same outside party
applies. The phone number for the U.S. and Canada is 800-971-6037. You may also does not exceed $200 per year.
file reports via a secure web page or by e-mail. Go to www.tnwinc.com/webreport or to
GMAC Exchange under Human Resources, Global Security for more information. In You may accept tangible gifts or mementos of nominal value, such as pens, cups, or
addition, you may also report integrity issues to GMAC Global Security electronically. caps that bear the giver’s logo.
This electronic reporting is not anonymous. You may accept recognition awards and non-monetary gratuities, such as meals at
GMAC requires employees to report compliance concerns and prohibits retaliation recognition dinners, for community or charitable service from civic organizations and
against anyone who honestly raises such a concern. GMAC will take appropriate charities.
action against anyone who engages in retaliatory conduct.
1 Source: http://media.corporate-ir.net/media_files/IROL/13/139684/corpgov/codeofethics.pdf

You may accept more expensive gifts on behalf of GMAC if refusing the gifts would be with other potential suppliers to those customers.
against GMAC’s legitimate interests, as in countries outside the U.S. where gift-giving
GMAC may sponsor media events, expositions, conferences, etc., and invite service
is an expected courtesy and is not expected to corrupt a business decision. The gift
providers, suppliers, the media, and financial analysts. Even in these limited
becomes GMAC property. You must turn it over to your leadership for use, display, or
situations, no gift, entertainment, or other gratuity should be offered unless all these
other disposition.
five tests are met:
You may not accept gifts of golf outings, travel, or accommodations. If it is appropriate
1. It is legal;
for you to participate in such activities, you may treat the cost as a business expense
if it meets the criteria for a legitimate business expense. Othe rwise, you should pay 2. The recipient’s policies permit acceptance;
the cost.
3. It is in GMAC’s legitimate business interest to do so;
You may not accept a gift from a government, except for official gifts you accept on
4. It is appropriate given local business customs; and
behalf of GMAC.
5. It is done infrequently.
Any local deviations from this gift policy must be approved in advance by the Chief
Compliance Officer and the Group Vice President of Human Resources and
Organizational Development.
Exercise good judgment in selecting a gift on those few occasions when it may be
Bank Bribery Law appropriate to give one. Items that are inappropriate include cash, services, product or
service discounts (other than as part of an approved GMAC program), loans, or co-
Employees, officers, directors, agents, and attorneys of U.S. federally-insured
signature arrangements.
depository institutions must comply with the federal Bank Bribery Law and refrain from
seeking or accepting anything of value (other than bona fide salary, wages, and fees) In summary, giving a gift, providing entertainment, or offering a gratuity should be
in connection with any transaction or business of the institution. They must also refrain done sparingly and never to influence improperly the recipient’s decision.
from soliciting for themselves or a third party (other than the institution) anything of
value from anyone in return for any business, service, or confidential information of Integrity in Society and Our Communities
the institution.
Avoiding Improper Payments to Government Officials
Giving to Customers, Service Providers, Suppliers, Media, and Financial
Analysts In the U.S., never provide gifts, entertainment, or other gratuities to any government
official, political party, or political candidate without first consulting with the Legal Staff.
If our customers discourage or forbid the receipt of gifts, entertainment, or other
To do so could expose GMAC and the employee to severe consequences. U.S. law
gratuities by their employees, GMAC’s employees are expected to know and respect
and GMAC policy strictly prohibit giving anything of value to employees or
those policies. Some forms of GMAC-sponsored entertainment are clearly appropriate
representatives of foreign governments or governmental agencies, political parties, or
to promote enthusiasm and teamwork as, for example, with our dealer customers.
political candidates to influence a foreign official in the performance of official duties,
Entertainment of GMAC customers may help GMAC compete on a “level playing field”
even if it may be seen as “customary” in some countries. GMAC’s anti-bribery policy

applies to everyone employed by or representing GMAC and its controlled affiliates,

including agents and consultants, whether in the U.S. or outside the U.S.
In addition, because GMAC is organized in the U.S., bribery payments by any GMAC
employee or agent to foreign officials are illegal under the U.S. Foreign Corrupt
Practices Act (FCPA).Under that law, GMAC is accountable for the actions of its
employees (including non-U.S. citizens) and agents throughout the world. Virtually
every country where GMAC does business also has some form of anti-bribery law.
There are limited circumstances where nominal “facilitating payments” may be
allowed, but those must be discussed with the Legal Staff before any action is taken.
Any question about whether a gift or payment would be improper under our guidelines
or national laws must be discussed with the Legal Staff.
Anti-Money Laundering Compliance
GMAC will comply fully with all applicable laws designed to prevent money laundering
and terrorist financing. Follow your business unit ’s anti-money laundering and terrorist
financing prevention procedures. Report any suspicious situations in accordance with
the policies.

245. Korea Electric Power
Sustainability Report 2007 1 EDI rules for all contract related business. Also, integrated bidding schedules for
construction, service and purchasing contracts are regularly announced over the e-
Enhancing Managerial Transparency commerce platform.
Furthermore, we signed the “Transparent Society Pact” in the electric power industry
Advancing Ethical Management with our partners to fulfill our social responsibilities such as prevention of corruption,
KEPCO continues to cultivate an advanced model of ethical management system in support for the socially disadvantaged and environmental protection. Starting from
order to expand the sustainable ethical management of the electric power industry by 2006, we have been running a portal system to promote integrity among our suppliers
promoting ethical corporate culture beneficial to both the company and the (kepco.co.kr/clean). With the portal system, we receive reports on illegal sub-
stakeholders. contracting and provide various forms needed for construction projects. By doing so,
we are enhancing transparency in our contract-related business, and, at the same
In September 2006, we developed an ethics evaluation tool to objectively gauge the time, minimizing inconveniences experienced by our business partners.
work ethics of each branch and individual, to suit the company’s position as a market
leader. Meanwhile, all contracts for construction, service and purchasing that are worth 3
million KRW or more are subject to electronic bidding, which took up 90.7% of the
In addition, “Code of Conduct for KEPCO Employees”’ and “Reward System for total procurement in 2006, up 16.8% from 2005. Through the integrated complaints
Whistleblowing ” were revised in July and October 2006, respectively, to strengt hen handling system designed to create policies to resolve complaints and meet customer
the ethical standards, and Ethical Management Guidebook was published in needs, we have come up with 56 measures to address complaints and requests (24
November 2006 to improve employees’ understanding. The Transparent Society Pact for sales, 24 for distribution, 8 for transmission), making systematic improvement. We
so far has 1,266 companies joined and 14,484 people have signed on the pact. All of will continue to take actions to improve customer satisfaction, including the
the KEPCO employees completed the basic course of online ethical management introduction of a complaints ombudsman system in 2007.
training program in June 2006, and so did 2,858 employees of our partner companies.
In May 2006, we introduced a voluntary reporting system of personal assets to
enhance the integrity of high-level managers, of which 71% participated voluntarily. In
December 2006, we also introduced integrity pact for our executives to articulate the
consequences of failing the duty to comply with integrity standards. As a result,
KEPCO was certified as an “Ethical Institution” in the 2006 integrity evaluation of
KICAC (Korea Independent Commission Against Corruption), for the first time since
the evaluation began.
Enhancing Transparency in Handling Contracts and Service Requests
To enhance transparency in contract-related work, KEPCO built an “Integrated e-
Commerce Platform ” (srmp.kepco.net) in 2004, and has since been applying its own
1 Source: http://cyber.kepco.co.kr/kepco_new/eng/common/pdf_view.jsp?sn =2500&gubun=6&folder=sustain&file_in=2007report_eng(2).pdf&file_out=2007report_eng(2).pdf

248. Comcast
CODE OF ETHICS AND BUSINESS CONDUCT 1 supervisor's disregard for the Code or applicable laws, rules, regulations, policies
or contracts.
BRIEF SUMMARY
4. Any employee or officer who retaliates, directly or indirectly, against another
Generally, a business courtesy (i.e., a gift or other item of value for which market employee for disclosing a potential violation of the Code or applicable laws, rules,
value is not paid by the recipient) may be offered or accepted without prior approval regulations, policies or contracts, or for assisting in an investigation of a potential
only if its market value (together with the market value of any other business courtesy violation.
offered to the same customer or received from the same supplier in the same
calendar year), does not exceed $250. Business courtesies that exceed $250 in value
must be disclosed to and approved by a Senior Attorney, a Senior HR Professional, Annually, as a condition of continued employment or service, each employee, officer
the Executive Vice President or the President of the employee's business unit (or his and director will be required to provide a written acknowledgement that he or she has
or her designee). Section X.B. contains a list of acceptable business courtesies and received and acted in compliance with the Code.
Section X.C. contains a list of presumptively unacceptable business courtesies. See
Section X.A. for more details on the definition of a business courtesy. Comcast's General Counsel (the "General Counsel") will have primary authority and
responsibility for enforcement of the Code, subject to the supervision of the
COMPLIANCE AND ENFORCEMENT Governance and Directors Nominating Committee (the "Governance and Directors
All employees, officers and directors of the Company are required to comply with the Nominating Committee") of Comcast's Board of Directors (the "Board of Directors") or,
provisions of this Code. in the case of accounting, internal control or auditing matters, the Audit Committee
(the "Audit Committee") of the Board of Directors.
Violations of the Code can have serious consequences for both the employee, officer
or director, and the Company. Compliance with this Code is a condition of continued REPORTING OF VIOLATIONS OR POTENTIAL VIOLATIONS
employment with, or service to, the Company. Other than in the cases specified below, violations, as well as concerns or questions
Violation of the Code constitutes grounds for disciplinary action, up to and including about potential violations, of the Code or applicable laws, rules, regulations, policies or
termination of employment or service, and legal action, as appropriate. contracts should be promptly reported to any of: (i) the senior-most Human Resources
Department professional in the employee's business unit (the "Senior HR
Disciplinary action may be taken against any of the following persons: Professional"); (ii) a Vice President or higher-level attorney in the Law Department of
1. Any employee or officer who violates the Code or applicable laws, rules, the employee's business unit, or the General Counsel (each, a "Senior Attorney"); or
regulations, policies or contracts, or who directs or assists others to do so. (iii) the Chairman of the Audit Committee (by sending an email to: audit _committee_
chairman@comcast.com). The employees referred to in (i) and (ii) in this paragraph
2. Any employee or officer who deliberately withholds relevant information, or above and in (i) in the paragraph immediately below are referred to in the Code as the
knowingly provides false information, concerning a potential violation of the Code "Authorized Approvers."
or applicable laws, rules, regulations, policies or contracts.
Violations, as well as any concerns or questions about potential violations, relating to
3. A violator's supervisor, to the extent that the circumstances of a violation reflect accounting, internal control or auditing matters, should be promptly reported to any of :
the
1 Source: http://www.cmcsk.com/phoenix.zhtml?c=118591&p=irol-govConduct

(i) a Director or higher-level member of Comcast' s Internal Audit Department (a All communications from employees, officers or directors on matters pertaining to the
"Senior IAD Professional"); (ii) a Senior Attorney; or (iii) the Chairman of the Audit Code will be maintained by the Company in the strictest confidence permitted by law.
Committee. See Section XV for additional reporting obligations of Financial Any employee, officer or director reporting in good faith an actual or suspected
Professionals. violation of the Code will not be retaliated against by or receive discriminatory
treatment from the Company on account of such report. No employee, officer or
Employees with access to TeamComcast should click here for a current list of contact
director can be discharged, demoted, suspended, threatened or harassed as a result
information for Authorized Approvers. Other employees should con tact the Senior HR
of his or her making, or assisting in the handling or investigation of, a good faith
Professional in their business unit for this information.
complaint under the Code.
Any violations, as well as concerns or questions about potential violations, by any of
the following persons, should be reported promptly to the General Counsel or the OFFER OR ACCEPTANCE OF BUSINESS COURTESIES
Chairman of the Audit Committee: (i) Comcast's principal executive officer, principal
financial officer or officers, or principal accounting officer; (ii) any other Comcast GENERAL
officer who is a reporting person under Section 16 of the Securities and Exchange Act
Business decisions made by Company employees, officers and directors should be
of 1934; or (iii) any other Comcast officer who is a "named executive officer" in the
made solely on the basis of quality, service, price and other competitive factors. The
current Comcast proxy statement. The officers referred to in (i) - (iii) above are
offer or acceptance of business courtesies can create the appearance that business
referred to in the Code as the "Executive Officers." Click here for a list of Executive
decisions are being influenced by other factors. Employees, officers and directors in a
Officers, which is included in Item 4A of the Company's most recent Securities and
position to deal with persons or companies with whom the Company maintains
Exchange Commission ("SEC") Annual Report on Form 10-K.
business relationships must be particularly sensitive to the potential conflict of interest
Any violations, as well as concerns or questions about potential violations, by the in the offer or acceptance of business courtesies.
General Counsel, should be reported promptly to Comcast's Execut ive Vice President
A business courtesy is a gift or other item of value (i) for which market value is not
with supervisory responsibility for the General Counsel (the "Executive Vice
paid by the recipient or (ii) which otherwise provides a tangible or intangible benefit to
President"), or Comcast's Chief Executive Officer (the "Chief Executive Officer").
the recipient (or by, or to, anyone designated to receive the business courtesy by the
Any violations, as well as concerns or questions about potential violations, by any recipient). It may be tangible or intangible and includes, but is not limited to, cash, gift
director, should be reported promptly to the General Counsel or the Executive Vice certificates or gift cards, meals, beverages, entertainment, participation in recreational
President. activities or events, transportation, lodging, discounts, tickets, passes or other access
to events, promotional items, contributions to a charity or other non-profit organization,
Employees may instead report violations or potential violations on an anonymous
and the recipient's use of the donor's time, equipment or facilities.
basis. Employees may make such reports by calling the Business Integrity Line, a 24-
hour per day, 7 -day per week, toll-free phone line at (877) 808-4934. Calls will be A business courtesy is substantial if: (i) it has a market value in excess of $250; or (ii)
received by an experienced third -party vendor, categorized by type of incident and its market value, together with the market value of any other business courtesies
timely reported to appropriate Company personnel for evaluation and handling on an offered to the same customer or received from the same supplier, in the same
anonymous basis. Employees with access to TeamComcast should click here for calendar year, exceeds $250. In applying this standard, an employee, officer or
more information on the Business Integrity Line. Other employees should contact the director should aggregate courtesies offered or received by him or her and by others
Senior HR Professional in their business unit for this information.

of which he or she has knowledge. to have a gift made to a relative or friend).

Employees, officers and directors are prohibited from offering or accepting a ACCEPTABLE BUSINESS COURTESIES
substantial business courtesy unless the offer or acceptance has been approved by:
Subject to the limitations provided in Section X.A, the following are acceptable
(i) a Senior HR Professional; (ii) a Senior Attorney; (iii) the Executive Vice President;
activities:
or (iv) the President (or other business unit head) of the employee's business unit (for
example, a Division President in Comcast's Cable Division) or his or her designee 1. Offering business courtesies with a market value that does not exceed $250 in
(any such person, an "Authorized Business Courtesy Approver"). the aggregate in any one calendar year to any one current or potential customer
or other person.
Employees with access to TeamComcast should click here for a current list of contact
information for Authorized Business Courtesy Approvers. Other employees should 2. Accepting business courtesies with a market value that does not exceed $250 in
contact the Senior HR Professional in their business unit for this information. the aggregate in any one calendar year from any one current or potential
supplier.
In the case of offers or acceptances of substantial business courtesies by an
Executive Officer or director, approval is required by the General Counsel, the 3. Accepting customary holiday gift baskets, advertising novelties, articles of apparel
Executive Vice President, the Governance and Directors Nominating Committee, the bearing the offeror's name and other similar items of small or nominal value.
Audit Committee or the Board of Directors.
4. Accepting invitations to supplier-sponsored entertainment and/or meals, to be
Subject to the restrictions in the following paragraph, a business courtesy may be attended by employees of other companies, unless the supplier is paying for any
offered or accepted without prior approval, if it is not substantial. of the associated travel and/or lodging expenses.
Business courtesies of any amount in cash or cash equivalent, or other monetary 5. Accepting invitations to events sponsored by civic, charitable and professional
instrument, should never be offered or accepted. Business courtesies should also organizations, unless the sponsor is paying for any of the associated travel and/or
never be offered or accepted: (i) if there is no bona fide business purpose; (ii) where lodging expenses.
the donor's purpose is to motivate the recipient to take an action (or omit to take an
6. Accepting free or discounted cable, high speed internet or phone service from
action) that would be a violation of law, rule, regulation, policy or contract; or (iii)
another company with which the Company has a reciprocal arrangement.
where public disclosure would be embarrassing to the donor or the recipient.
7. Accepting a discount or other special offer from a supplier or potential supplier
The solicitation of a business courtesy from a current or potential supplier is
which is made available to employees generally.
discouraged, but is not prohibited. Solicitations of substantial business courtesies
must be approved by an Authorized Business Courtesy Approver.
For sales departments of business units that offer business courtesies as a part of PRESUMPTIVELY UNACCEPTABLE BUSINESS COURTESIES
their customary business practices, pre-approval of budgeted or advance planned
The following are unacceptable activities in most circumstances:
business courtesies may be obtained.
1. Soliciting business courtesies from a current or potential supplier in situations
It is a violation of the Code to do indirectly what is prohibited directly (e.g., to arrange
where that supplier (or its competitors) might feel obligated to provide the
courtesy

(or other business courtesy) to maintain or to enhance its chance of obtaining government or foreign official except in accordance with applicable United States
Company business. (including the Foreign Corrupt Practices Act) and foreign laws, and the Code.
2. Soliciting offers by current or potential suppliers to provide fully or partially paid Employees, officers and directors are prohibited from making any gifts of money or
trips or tickets, whether for business or personal use. anything else of value, to any foreign government, foreign official, foreign political
party or candidate for foreign political office, for the purpose of influencing any official
acts or decisions.
BUSINESS COURTESIES OFFERED TO PUBLIC OFFICIALS AND GOVERNMENT
Payments in nominal amounts to obtain or expedite the performance of non-
EMPLOYEES
discretionary, routine governmental actions, such as obtaining licenses to qualify to do
It is in the public's and the Company's best interests to avoid any action which could business in a foreign jurisdiction, mail delivery services, phone services, power and
give the appearance that a public official's or government employee's judgment or water supply and like services, are permitted.
integrity may have been compromised. In addition, the Executive Branch of the federal
Employees, officers and directors should consult with and obtain the approval of a
government, the United States Senate and House of Representatives and various
Senior Attorney prior to making any payment to a foreign government, foreign official,
states and local jurisdictions have gift laws restricting gifts (e.g., meals, entertainment,
foreign political party or candidate for foreign political office.
transportation, lodging and gift items) that may be provided to its officials and
employees. These range from prohibiting any gifts or entertainment regardless of
value to permitting them within certain dollar limits. Therefore, it is against Company
policy to purchase meals, entertainment or gifts for public officials or government
employees (including most importantly those whose duties encompass the oversight
or regulation of the Company), without the prior approval of the General Counsel, the
Executive Vice President or Comcast's Vice President - External Affairs. Specific
guidance on current legal requirements regarding courtesies to government officials
and government employees is available by contacting a Division Vice President of the
Comcast Cable Division's Government Affairs Department or Comcast's Vice
President - External Affairs.
COMPLIANCE WITH LAWS
FOREIGN CORRUPT PRACTICES ACT

The Company will deal with the governments of all foreign jurisdictions in which it
operates in accordance with foreign laws and in an ethical manner. Employees,
officers and directors are not authorized to make any payment to a foreign

249. Alcoa
Alcoa Guide to Business Conduct 1 Resulting Actions

Alcoa will not accept actions against an individual, by anyone at any level in the
ALCOA’S ETHICS AND COMPLIANCE PROGRAM
company, for doing the right thing. Alcoa bans all personnel from taking any form of
action against an employee who reports a concern in good faith.
Ethics and Compliance Line
Disciplinary action, up to and including ending of employment, may occur to any
In addition to normal channels of communication and resources available for help, the employee who does not follow Alcoa’s ethical business practices, or who knowingly
Ethics and Compliance Line is a simple way for any employee to report a concern gives a false report. Employees are expected to cooperate with company
about business or workplace activities that may not align with Alcoa’s values, or to ask investigations into allegations of ethics and business conduct violations and must
a question if clarification or advice is needed. The Ethics and Compliance Line works always be truthful and forthcoming in the course of these investigations.
24 hours a day. Calls to the Ethics and Compliance Line can be made without anyone
knowing who made the call. When reporting a concern, be prepared to give the Conduct Involving Our Business Partners
following information about the situation:
• Time and place Gifts and Entertainment
• Individuals involved (Reference: Business Conduct Policies)
• Other information that might help with follow up In many industries and countries, gifts and entertainment are common practices used
to strengthen business relationships. Throughout the world, Alcoa’s position is clear:
No gift, favor or entertainment should be accepted or provided if it will obligate or
For specific phone numbers and dialing instructions for your country, refer to the appear to obligate the person who receives it. Receiving or giving gifts of cash or cash
Ethics and Compliance Line informational brochures and posters, or find them on the equivalents is never allowed.
Ethics and Conduct page, in the Global Compliance community, on the Alcoa portal. Company employees may accept or give gifts, favors and entertainment only if they
Reporting Concerns meet all of the following criteria:
Every Alcoa employee should raise questions or concerns about workplace behavior. • They are not against the law or the policy of the other parties’ company.
If doubt exists — ask. Many unethical actions are caused by someone not having the • They are consistent with customary business practices in the country or industry.
proper information, not understanding the information they have or by a desire to “just
get things done, ” rather than by poor character or dishonest intentions. • They are reasonably related to business relationships.
An employee, who in good faith seeks advice, raises a concern or reports improper • They do not cost too much, and are consistent with any existing Business Unit
behavior is doing the right thing. guidelines.
• They cannot be viewed as a bribe, payoff or improper influence.
1 Source: http://www.alcoa.com/global/en/ about_alcoa/corp_gov/pdfs/English_US_Guide06.pdf

• Public disclosure of the facts would not embarrass the company or the employee. Conduct Involving Our Communities
• They do not violate our business values or ethics in any other manner.
Anti-Corruption
(Reference: Alcoa Anti-Corruption Compliance Policy)
If you are offered a gift that falls outside the list shown above, you should politely
Alcoa and its management are committed to conduct operations ethically and in
refuse. There may be rare cases, such as a public presentation, where refusal of a gift
compliance with law. This commitment applies throughout Alcoa no matter where we
may not be possible, or, in some countries, cultural norms may prevent refusing a gift
are doing business. Anti-corruption laws exist in most countries and are generally
without being rude. In those situations you may accept the gift and promptly turn it
designed to prohibit various forms of bribery. Alcoa policy prohibits bribery, or giving
over to Alcoa. It is never acceptable to request or ask for personal gifts, favors,
money or anything of value directly or through other parties, to any government official
entertainment or services.
in order to influence their decision. Different types of government officials include:
To prevent conflicts around gift giving, it is often helpful at the start of a business
• Officials and employees of national, regional, or local governments.
relationship to discuss what is not allowed.
• Military personnel.
Money Laundering
• Candidates for political office and political parties.
(Reference: Alcoa Anti-Corruption Compliance Policy)
• Officials and employees of commercial businesses or other businesses that are
Money laundering is the process by which individuals or entities try to conceal
owned or controlled by national, regional, or local governments.
unlawful funds, or otherwise make these funds look legitimate. Alcoa will not condone,
facilitate or support money laundering. Two areas that deserve special awareness are • Employees and officials of public international organizations.
unusual ways in which payments may be requested, and customers who appear to
lack integrity in their operations. Be alert for:
In many countries small payments, often called “grease payments” or “facilitating
• Requests for cash payment, travellers checks or checks from an unknown third
payments”, are expected in order to expedite governmental administrative action.
party.
While these types of payments may be considered a normal business practice, they
• Complex payment patterns. usually violate local law.
• Unusual transfers to or from countries not related to the transaction. Under Alcoa policy, any facilitating payments are only allowed when made for routine,
non-discretionary government action, are less than the small amount stated in the
• Customers who seem eager to avoid recordkeeping requirements.
policy, and must be accurately identified and recorded on Alcoa’s books.
• Transactions involving locations previously associated with money laundering or
Alcoa wants to eliminate facilitating payments completely and expects that they would
tax evasion.
only occur in extreme situations. Some Alcoa Business Units have completely
prohibited these payments as a matter of individual Business Unit policy. If you

anticipate a situation where this type of payment may be necessary, consult with suppliers. As with the manufacturing guide, this document is a subset of our main
Alcoa legal counsel before the situation occurs. guide but is intended for customers and suppliers who may benefit from knowing
how Alcoa employees and agents are expected to conduct themselves in a
business relationship.
• We have deployed mandatory, job-specific, web-based ethics and compliance
About Alcoa – Ethics and Compliance 1 training for corporate officers, business unit leaders, and employees who
negotiate with customers and suppliers, can contractually commit the company,
Ethics and Compliance Program or have access to confidential information. We have also deployed mandatory,
Alcoa's Ethics and Compliance Program is intended to ensure that all Alcoa real-time, job-specific ethics and compliance training to all of our global locations
employees understand and fully comply with the letter and spirit of the laws and for presentation to all shop floor and clerical office employees.
regulations that govern our businesses, as well as our Business Conduct Policies and • We distribute quarterly ethics and compliance communication materials, which
guidelines. deal with business ethics and proper conduct, to all Alcoa locations to maintain
The program is designed, implemented, and enforced so that it will be effective in and further develop overall employee awareness of current ethics and
preventing and detecting conduct not conducive to our Values. We have taken the compliance topics.
following steps to implement this requirement: • We conduct an annual Business Conduct and Conflict of Interest Survey. More
• The program includes globally published workplace standards and behavior than 11,600 employees received the survey in 2007, and we accounted for 100%
expectations, comprehensively explained in Alcoa's Guide to Business Conduct. of all surveys issued. Any issues or requests for clarification raised in these
The guide has been written at a comprehensible language level and translated surveys are completely reviewed. Results are reviewed by the ethics and
into the native language of each significant Alcoa location (21 languages at the compliance officer and the general counsel where required or requested. In 2007,
end of 2007). All employees are required to participate in a training session at the survey process earned a 5 (excellent) in an internal audit.
their location that explains the business conduct standards and their applicability
to the employee's job responsibilities. This training and the guide are part of the
on-boarding process for all new employees and contractors. (View key points of The Compliance Advisory Council—made up of the chief executive officer, chief
the guide.) financial officer, general counsel, director of global compliance, and director of ethics
and compliance—meets on a regular basis to review program effectiveness, assess
• To keep our ethics and compliance efforts effective, we produced two condensed strategic direction, and provide tactical support for this process.
versions to address the needs of focused groups of stakeholders. The Guide to
Business Conduct in a Manufacturing Environment, made available to all Alcoa 2007 Updates
businesses, contains a subset of items discussed in the corporate guide but with In an effort to continuously improve the effectiveness of our Ethics and Compliance
a focus on business conduct issues most likely to exist in a production or Program, we implemented several new initiatives in 2007 that support and enhance
manufacturing environment. We also published a guide for key customers and our current processes.
1 Source: http://www.alcoa.com/global/en/ about_alcoa/corp_gov/sustainability_metrics.asp#

The first initiative was to develop and publish a Leaders’ Guide for all global non-compliant practices, giving us a significant opportunity to investigate these issues
employees who are in a position to supervise others in the organization. While and, if validated, allowing us to take corrective action.
approximately 156,000 copies of the guide were distributed in 19 languages to all
Another significant step in the maturation of our ethics and compliance process was
global leaders, its real focus was directed toward mid-level managers, supervisors,
the development of effectiveness metrics that help provide an objective assessment of
superintendents, and employee team leaders. The intent was to reach both hourly and
the impact of our ethics and compliance program on our organization. Historically, we
salary employees with this effort. While there is no question that “tone at the top” is
have maintained activity metrics. These metrics only measure the degree to which we
essential to the effectiveness of ethics and compliance programs, it has been well
have deployed our ethics and compliance tools and the extent to which they are
established that many program failures happen in the middle with mid-level
utilized. What they do not measure, and what is even more important, is the change
management. We believe attention must be paid to both.
that is brought about within Alcoa as a result of the implementation of these
Our belief is that Alcoa is only as strong as the business conduct of our employees. processes.
While it is understood that legal compliance is a must, we also believe that only doing
The Ethics & Compliance Line program illustrates the difference between the two
what we must do under the law does not and cannot address the day-to-day questions
types of measures. While we measure activity (i.e., call volumes, types of calls,
of managers and employees. We recognize that it is impossible to have written rules
regional activity, accuracy of the service provided, etc.), these metrics alone do not
covering every situation that might arise in our work environment. Managers and
indicate the value the line is providing to both Alcoa and our employees. To gauge
employees require the skills for ethical decision-making. Sound ethical management
effectiveness, calls into the line are analyzed on multiple effectiveness metrics,
relies on commonly held values and principles and is a form of self-regulation.
including the percentage of calls that are anonymous and the ratio of inquiries versus
Our Leaders ’ Guide was developed to provide meaningful guidance to our mid-level allegations of wrongdoing.
managers by assisting them when they are faced with ethics issues raised by their
In our web-based ethics and compliance training, we monitor activity (i.e., number of
employees. We believe line management must “own” ethics and compliance for it to
courses deployed, course completion rates, etc.). To gauge the effectiveness of the
be effective. The Leaders’ Guide provides insights on how to encourage issues and
training, we have also implemented a survey to determine employee perception of the
deal with bad news; emphasizes and reinforces our non-retaliation policy; and
value of this training, i.e., how effectively is the training creating an awareness of
generally suggests ideas to build a culture that encourages employees to raise issues
Alcoa’s business conduct policies and what is the influence of these policies on
when they see conduct that does not support our policies and/or the law.
employee behavior.
The second ethics and compliance initiative undertaken in 2007 was the development
Each quarter, we issue a survey to 200 random participants from the 13,000
and implementation of an exit interview process that incorporates several ethics and
employees enrolled in the training and assure that no one is ever asked to participate
compliance-related questions. The impetus behind this initiative is the belief that the
in the survey a second time in a subsequent quarter. Since its implementation, we
ethical climate of Alcoa, as well as any specific code of conduc t infractions, can be
have experienced a more than 90% response rate every quarter, and the positive
gauged to some degree through the exit interview process. We believe some
responses to the survey questions has averaged between 90-95% consistently,
employees have a hard time talking about compliance violations unless they are
quarter to quarter.
specifically asked. This exit interview process, conducted by an unbiased third-party
vendor, provides exiting employees an opportunity to disclose potentially unethical or Finally, to help reinforce the perception that Alcoa takes disciplinary action seriously,

we issue regular updates via quarterly ethics and compliance articles. These articles Corruption
broadly outline the reports of misconduct or frequently asked questions we are
experiencing and our responses to them, while maintaining confid entiality. These Goal:
quarterly updates, which are published in the employee newsletter at each global
operating location, eventually become not only a codification of ethics-related Zero violations of Alcoa's anti-corruption policies.
developments at the company, but they also become a manifestation of
Challenge:
management’s dedication to an ethical culture and its measurement.
Alcoa is entering or expanding operations in regions of the world known to be prone to
Ethics and Compliance Line
a high degree of corruption, as validated by several international corruption rating
Our global Ethics and Compliance Line provides employees and other concerned agencies. The challenge is to ensure Alcoa employees understand and abide by our
parties an anonymous channel for expressing concerns and raising issues about policy of zero tolerance for bribery and other corrupt activities. Breaking this policy
workplace activities and business practices. Employees are also encouraged to use could result in damage to Alcoa's reputation, legal sanctions, and significant costs.
the line to obtain an interpretation of laws or regulations, see k clarification of Alcoa
Geographical Differences:
policies or procedures, or simply ask for advice on proper actions.
What is considered corrupt in one country may be an accepted form of doing business
The compliance line is available to Alcoa employees worldwide, with the local toll-free
in another. For example, people in some cultures view bribery as an accepted means
compliance lines answered in the caller's native language. We also offer an ethics and
of taking care of family responsibilities. In reality, bribery often violates the laws of
compliance e-mail address (anonymous, if desired) and a postal mail address for
their country.
submission of written inquiries. Every concern or request for advice is addressed and
responded to without reprisal, and we currently have a target response date of 18 Strategy/Key Actions:
calendar days contingent upon the seriousness and number of issues raised. Our goal
Employees of Alcoa must abide by the company's policies, one of which specifically
is to resolve 90% of cases within 12 working days by 2009.
states Alcoa will be in compliance with all laws and regulations. Actions to bring a
When an employee calls or sends written notice, the issue is reviewed immediately. higher degree of vigilance to ensure compliance include:
Those that are felt to pose an immediate threat to the personal safety of employees,
• Training on anti-corruption;
Alcoa property, or the community are sent to pre-determined emergency contacts,
who begin an immediate investigation and institute corrective action when necessary. • Anti-corruption certificates for agents, distributors, and representatives that assert
Non-emergency issues are sent to a regional liaison for review and forwarding to the these individuals and companies understand Alcoa's policies and attest their
appropriate location or business unit for investigation. willingness to abide by those policies;
Once an issue is resolved, a written response on the investigation and any corrective • Increased audits and risk assessment;
actions is submitted to the Ethics and Compliance Line vendor. The caller, who
• A compliance hotline that can be used to report any suspect business practices;
previously was given an identification number, can then call back on the line in 18
and
days to obtain the relevant information from the investigative results.
• Appropriate disciplinary actions when infractions are discovered.

250. Lufthansa Group
Key data on sustainability at Lufthansa – Issue 2008 1 Ethics at Lufthansa
Compliance
1 Source: http://konzern.lufthansa.com/en/downloads/presse/downloads/publikationen/lh_sustainability_2008.pdf

252. DuPont
DuPont Economic, Environmental and Social Performance Data – In the Code of Conduct²
Global Reporting Initiative Format – June 2007 Update1
Gifts, Entertainment & Payments
Policies around bribery and corruption: We are committed to strengthening all of our relationships with customers, suppliers,
DuPont does not seek to gain any competitive advantage through the improper use of and other business associates. We do not provide gifts or entertainment to improperly
business courtesies and other inducements. Good judgment and moderation must be influence other persons’ business decisions, and we do not make illegal or unethical
exercised to avoid misinterpretation and adverse effect on the reputation of the payments. In all situations, we must exercise good judgment and moderation to avoid
Company or its employees. Offering, giving, soliciting, or receiving any form of bribe is the appearance of inappropriate conduct.
prohibited. Gifts & Entertainment
Auditing consistent with the Business Conduct Guide The company does not encourage giving or receiving gifts. When business
Completion of the annual Business Ethics and Compliance Survey is required for all entertainment is appropriate, or in the rare event that a gift is given or received,
full-time DuPont employees, including those who are in majority owned businesses or employees should assure that the gift or entertainment:
for which DuPont has operating responsibility. In addition to the questions we have • Is consistent with customary regional business practices.
always asked, this year’s survey includes questions essential to managing compliance
with the law and our policies, as well as identifying future training needs. For more • Has a clear business purpose.
information see: • Cannot be perceived as a bribe or improper payment.
http://www2.dupont.com/Social_Commitment/en_US/conductguide/index.html
• Is not offered to improperly influence a business relationship.
• Does not violate applicable laws or ethical standards.
• Training on Business Conduct Guide and Ethic Policy
• Would not embarrass the company or the employee if publicly disclosed.
The LegalEagleSM system continues to be an available and valuable training tool
for employees, the library has again been enhanced to include several new • Has been approved by the Vice President or Corporate Officer in the line of
modules. Last year, nearly 55,000 LegalEagleSM global users completed over responsibility if it has a value that may be considered excessive, or equal to or
140,000 modules. greater than the DuPont Gifts and Entertainment policy’s “High Value Amount,”
as determined by each country.
More stringent guidelines may apply within local organizations or specific functions
and with government procurements. Employees should check with their management
for additional guidelines.
1Source: http://www2.dupont.com/Sustainability/en_US/assets/downloads/gri .pdf
²Source: http://media.corporate-ir.net/media_files/irol/73/73320/corpgov/code_conduct.pdf

To prevent conflicts around gift giving, it is often helpful at the start of a business • Competitively justified.
relationship to discuss what is not allowed.
• Properly documented, such as in a negotiated agreement. The documentation
Bribes & Kickbacks should clearly define the nature and purpose of the transaction. (When an
agreement is not practical, the approving business or function should prepare and
Bribes and kickbacks are illegal in almost every country. Any offer of a payment or
file a memorandum that explains the payment. Legal should review this
anything of value to influence an individual’s business decision or government action
memorandum.)
could be considered a bribe or kickback. An employee must never offer, request,
accept, or indicate willingness to accept such a payment. Use caution, as even some • Made by check, bank transfer, or credit note to the business entity listed on the
noncash gifts could be perceived as bribes. original sales agreement or sales invoice, per payment terms as defined in the
agreement.
Facilitating Payments
• Payable to the business entity, not its individual officers, employees, or agents, or
A facilitating payment should occur only under very limited circumstances and with
payable to another business entity.
proper approval. Although the company discourages them, it permits facilitating
payments that are legal under local law, are necessary to transact company business, • Prepared and sent only to the business, or its designated entity’s place of
and that follow an established, well-recognized practice in the region. business or bank account, and the relevant country as listed on the original sales
agreement or sales invoices.
A “facilitating payment” is an unofficial fee paid to officials to speed up routine
transactions that will eventually be completed outside the United States. The unofficial • Free of any falsification, misrepresentation, or deliberate overbilling in any
fee is given only to encourage performance of ministerial or clerical duties that the document (including invoices, consular documents, letters of credit, etc.). This
recipient is already obligated to perform. The fee must not be provided to encourage includes suppression or omission of documents or of information in documents,
performance of discretionary actions, such as the conclusion of a tax audit or and deliberate misdirection of documents.
placement on a list of bidders. Legal must approve this payment before it is provided.
• Charged to the business entity or product benefiting from the payment. The
The payment must also be accurately recorded in the company’ s records to show th
company should provide full visibility regarding any payments and should not
amount, purpose, and person to whom the payment was provided.
charge the payment to a nonrelated account. Otherwise, this action could be
Payments for Products & Services perceived as trying to hide the expense from proper scrutiny.
Sales-related commissions, rebates, discounts, credits, and allowances are customary • In accordance with standard, written trade terms, including paid commissions,
business payments. Employees should avoid illegal or unethical payments, and must rebates, credits, discounts, or allowances.
comply with applicable currency exchange controls and tax regulations.
Payments that the company makes or receives should be:
The person approving each transaction is responsible for understanding the full
• Reasonable in value, relative to the goods or services provided and to industry transaction to ensure it is appropriate to the situation and complies with company
norms. policy.

Generally, a payment does not require special review or a payer’s written request if it penalties for violations can be imposed on both the company and the employees
is made in the same country in which the product or service is delivered. Exceptions to responsible. If unsure how to work with government officials, employees should
the above requirements should be rare. contact Government Affairs or Legal.
Never make payments that may appear to violate tax, exchange control, or other laws. Getting Assistance & Raising Concerns
If unsure of a payment’s legality, or to request an exception to this policy, seek
The company provides resources to assist all employees who encounter ethics and
approval from Legal and the Finance Controller.
compliance issues that are difficult to resolve.
Ensuring Sustainable Practices for Society An employee’s manager or supervisor is the first and best resource, since this person
is familiar with the employee’s duties.
Overall Relations with Government Officials
If the manager or supervisor is not available, or if the employee is not comfortable
When conducting business with a country’s government, employees must understand discussing the matter with his or her manager, the following resources are also
the rules by which it operates. Some governments heavily restrict gifts or meals that available:
their officials can accept and heavily penalize companies that do not comply.
• The employee’s Business, Function, or Site Leadership.
Providing even small gifts or inexpensive meals to government officials may be
improper or illegal and can easily be perceived as a bribe or kickback, even if not • The employee’s Corporate Compliance Officer.
intended to influence a particular action. Legal exceptions may exist, but employees
• Legal or Finance.
should always first review any anticipated payments to government officials with
Legal. • Human Resources, especially regarding workplace issues and policies, such as
non-discrimination, non-harassment, and employee privacy.
Government Contracting
When either directly or indirectly supplying to a government, employees must
understand the government’s rules for interacting with potential or current suppliers, Also, employees can report concerns about suspected misconduct to the DuPont
especially during the procurement process. Doing business with government agencies Ethics Hotline. This hotline is a multilingual service and there is no charge for the call.
is not always the same as doing business with companies. Some practices that are Employees can also use the intranet to submit their concerns. See Resources on the
acceptable with private companies may cause problems with a gove rnment agency. DuPont intranet.
A government’s special rules may span many areas of business conduct, such as The company treats all reports of ethical concerns, including contacts to the Hotline or
collecting and tracking costs for products and services, protecting proprietary through the Internet, as confidential. Management shares information only with
information, offering and accepting gifts or entertainment, and hiring former employees who need to address the question or concern. (In some cases, the
government employees. Additionally, governments often require the contractor to company is required to share the information with legal authorities.)
certify compliance with various contract requirements.
Alternatively, employees can also request to remain anonymous, and the company
Laws regarding government business are often complex, and serious civil and criminal will try to protect the employee’s anonymity if possible and where legal.

Addressing Possible Misconduct
Corrective Action & Investigations

To ensure prompt, consistent enforcement of this Code of Conduct, the company will
investigate reported instances of misconduct, such as violations of the law,
regulations, or company policies and procedures. Where misconduct is identified,
responsible individuals will be held accountable and disciplined, as applicable, up to
and including employment termination and possible civil or criminal action. Making an
intentionally false accusation of wrongdoing is considered misconduct.
Non-retaliation
We must maintain an environment where concerns and potential problems are
brought forward. DuPont will not tolerate retaliation against anyone who, in good faith,
raises a concern, reports suspected misconduct, or provides information related to an
inquiry of suspected misconduct. The company will investigate any instances of
possible retaliation, and discipline employees who have retaliated against someone
who has reported possible misconduct.

256. ABB
The ABB Group Annual Report 2007 1 • Establishing a standing Compliance Committee, following the work of the task
force created in 2006, comprising four members of ABB’s Executive Committee
Corporate responsibility – Key GRI indicators chaired by the Group’s General Counsel, tasked to design and implement the
compliance framework and to manage compliance cases.
SO2 Business units analyzed for corruption risks • Organizing the compliance officers into a regional structure, and increasing the
ABB’ s internal auditors carry out an annual risk assessment encompassing all number of people working in compliance to 206, which corresponds to 55 full-time
business units as the basis for their audit planning for the following year. Anti-fraud equivalents (up from 40 in 2006).
risk assessment is part of this. In addition, every significant project is included in a risk • Continuing to build up the Special Investigations Organization with officers based
review process, which also covers corruption considerations. in three main regions – the Americas, Asia-Pacific, and Europe/Middle
SO3 Employees trained in anti-corruption procedures East/Africa.
In 2006, ABB launched an anti-corruption awareness and training program • Bringing the acknowledgement process for the Code of Conduct to a level where
encompassing all employees. By the end of 2007, the new Code of Conduct had been all employees confirm acceptance and commitment.
fully rolled out and all employees had completed the training. • Introducing a yearly recommitment to the Code of Conduct by the top 500
SO4 Actions taken in response to corruption managers in the Group.
ABB applies a strict zero-tolerance policy to combat corruption. Every incident is • Launching a new Group Directive for Political and Charitable Contributions as
sanctioned, and may include termination of employment. In 2007, ABB identified 15 well as implementing amendments to existing compliance directives describing
new incidents of corruption. During the year, 14 employees were dismissed and seven the structure and contents of corporate governance within ABB, including three
disciplined for incidents of corruption. There were eight incidents where contracts with Group directives addressing intermediaries and agents, bribery and corruption,
business partners were terminated or not renewed due to violations related to and gifts, entertainment and expenses.
corruption. During 2007, ABB fought six legal cases against employees dismissed for • Conducting focused global training workshops for all regional and country
corruption. compliance officers.
Business ethics and compliance • Introducing new e-learning initiatives for selective categories of employees
focusing on Antitrust, and Agents and Intermediaries.
Achievements in 2007 • Consolidating the 24-hour Business Ethics hotline, started in 2006 and operated
During 2007, ABB deepened the implementation of the Group compli ance program by an external provider, where potential compliance violations can be reported in
and strengthened its execution. about 90 languages; if desired by the caller in an anonymous manner.
Achievements during the year have been:
1 Source: http://search.abb.com/library/Download.aspx?DocumentID=ARSR07EN&LanguageCode=en&DocumentPartID=&Action=Launch&IncludeExternalPublicLimited=True

Code of Conduct 1 Reporting non-compliance

ABB is a decentralized group and ABB companies are expected to take their own
Determination – How we help our customers to succeed
independent decisions on various business issues.
We refuse to make improper payments However, the standards addressed in this Code of Conduct represent the core of
ABB’s group culture and commitment. Group-wide and uniform compliance is
ABB’ s reputation for honesty and integrity must not be put at risk by the offer of essential and every employee is responsible for upholding these principles.
improper payments. In dealing with public officials, political parties or their officials or
any private sector worker, ABB employees must neither offer, promise or give any All employees are required to report any suspected or observed violations of the law,
undue financial or other advantage, whether directly or through intermediaries, to of this Code of Conduct or of company policies – or if they are asked to do something
obtain or retain business or any improper advantage in the conduct of business. that might be a violation. Reports may be made to your supervisor, a representative
from Group Function – Legal Affairs & Compliance, your local or regional compliance
We protect our credibility by shunning gifts and favors officer, the chief compliance officer or the ABB Business Ethics hotline.
Accepting gifts and entertainment from business partners or offering such favors Employees may report possible violations anonymously by using the Business Ethics
undermine our credibility. It makes ABB vulnerable to accusations that business hotline or by sending an e-mail to the chief compliance officer at
decisions are influenced by factors others than merit. ethics.contact@ch.abb.com, using an outside e-mail account that does not reveal their
Employees must therefore not offer, make, seek or accept gifts, payment, name (there are many free services such as Yahoo, Gmail, Hotmail, etc.). Employees
entertainment or services to actual or potential business partners which might must be aware, however, that anonymous reports may be more difficult to investigate.
reasonably be believed to influence business transactions, which are not within the Confidentiality will be maintained to the fullest extent possible. Retaliation against any
bounds of customary business hospitality or which are prohibited by applicable law. employee who in good faith reports a concern to the company about illegal or
unethical conduct will not be tolerated and be subject to disciplinary action. The same
Responsibility – How we safeguard the company’s assets applies to any intentional abuse of these reporting processes.
We comply with anti-money laundering rules Employees who have questions about a specific situation should ask for help by using
any of the aforementioned contacts. The key is to speak up and bring concerns into
ABB commitment to fairness, honesty and openness extends to complying fully with the open so that problems can be resolved quickly before serious harm can occur.
all money-laundering laws throughout the world. Money laundering generally occurs
when funds from illegitimate sources are brought into legitimate financial channels to It is also a breach of this Code of Conduct to fail to report a violation or suspected
hide them or make them appear legitimate. violation that employees know about or to refuse to cooperate with the investigation of
a suspected violation.
Employees must protect the integrity and reputation of ABB by helping to detect
possible money laundering activities. They should learn to watch for warning signs, Penalties for violation
which may include customers who are reluctant to provide complete information or Each employee is responsible for ensuring that his or her conduct and the conduct of
wish to make payments in cash. anyone reporting to the employee fully comply with the applicable laws, this Code of
1 Source: http://search.abb.com/library/Download.aspx?DocumentID=7ABA101167&LanguageCode=en&DocumentPartID=&Action=Launch&IncludeExternalPublicLimited=True

Conduct and the company policies. Compliance, both personal and by subordinates, Compliance training²
will be a factor in periodic performance appraisals.
ABB employees worldwide receive training on various compliance topics through e-
ABB applies “zero tolerance” and will take disciplinary action, up to and including learning and/or through local training.
termination of employment, against employees who violate the law, this Code of
Conduct or company policies. ABB also provides some of its business partners with specific training on the Code of
Conduct (pdf, 0,09 MB) and other compliance matters.
The ABB Group – Our Culture1

Compliance program
The compliance program is designed to implement preventative actions and to
enforce ABB’s zero tolerance for unethical behavior.
The program is implemented by the ABB Group compliance office, which is in charge
of compliance matters for all ABB companies worldwide. The global compliance team
is headed by the Chief Compliance Officer, and consists of regional teams with region
and country compliance officers supported by a central team at ABB’s headquarters.
The main responsibilities of the ABB Group compliance office is to manage ABB’s
Code of Conduct process, including training, and to operate the Business Ethics
Hotline. The compliance office is also responsible for:
Developing and ensuring implementation of ABB Group compliance directives
Making sure ABB conducts itself appropriately when working with intermediaries and
third party agents
Ensuring compliance with records management and data privacy regulations.
1 Source:http://www.abb.com/cawp/abbzh252/6b688d1047a76576c1257405004bd871.aspx
²Source: http://www.abb.com/cawp/abbzh252/87d9dfe10b612385c1257405004ebebc.aspx

258. Endesa
Endesa 07 SUSTAINABILITY REPORT1 To ensure that the complaints received via the Ethics Channel are dealt with properly,
ENDESA has a Corporate Audit Department, which reports to ENDESA’s Board of
GOOD GOVERNANCE Directors via its Audit and Compliance Committee, which centralises and channels all
complaints. Reports made via channels other than the Ethics Channel are forwarded
Ethics channel to the Corporate Audit Department, in accordance with ENDESA’s internal
procedures.
ENDESA has set up an Ethics Channel, which can be accessed via the corporate
website, so that all members of the Company’s interest groups can report, securely Also, since January 2007, the Corporate Audit Department has a Fraud Prevention
and anonymously, any unethical or illegal conduct that they consider to have occurred unit exclusively available for the Ethics Channel, to manage any complaints received
in the course of the Company’s activities. The procedure established for the via any medium and develop mechanisms to prevent the risk of fraud.
functioning of the channel ensures confidentiality, since the Channel is managed by The Corporate Audit Department acts independently of the opinions and actions of all
an external company (Ethics-Point), through which any complaints or communications the other departments in the organisation. It has access to all the Company
are processed. documents necessary for the performance of its functions, monitors the
The Ethics Channel classifies complaints in accordance with 13 corporate implementation of the recommendations included in its audit reports and selects
management fields, arranged in accordance with aspects of ENDESA’s Code of external auditors.
Conduct, thereby optimising the monitoring of compliance with the principles of
conduct in internal audits. In all, the channel received 56 complaints in 2007.
Since the Ethics Channel was launched, the main topics of reports by those who have
used the Channel have been improper behaviour by suppliers, embezzlement of
assets and conflicts of interest.
The Ethics Channel is available in all five languages used in the countries where
ENDESA operates, and can by accessed by employees in Argentina, Brazil, Chile,
Colombia, Spain, Portugal, France, Italy and Peru.
Investigations of 76 per cent of the cases reported via the Ethics Channel in 2007
were concluded by the year’s end, and 25 per cent of the complaints made resulted in
corrective measures being taken, either by ending relations with contractors or
dismissing the employees involved in cases where such action was appropriate.
21 per cent of the complaints identified as possible fraud corresponded to requests for
investigation made by the actual business divisions involved, alter anomalies had
been detected.
1 Source: http://www.endesa.es/Portal/es/inf_acc_inv/Informes_Anuales/Informe_de_Sostenibilidad/informe_2007_ing.htm

259. Baosteel Group
Construction of Faithfulness
By Examining Both Root Causes and Symptoms, to Construct a Preventive

Mechanism and Cultivate Honest Culture
In order to cultivate honest culture with faithfulness as its core, the Company has
worked out “Executive comments on building up a system for preventing and
punishing corruption by laying equal stresses on perfecting education, system and
supervision”. The effect of this document covers all the subsidiaries and branches of
Baosteel, and they are implemented through the annual “responsibility assignment”
and demonstration of the managerial personnel.
Through thesis education, special training, professional training, and so on, the
Company gave trainings to the managerial personnel at various levels and employees
on relevant policies and businesses, and has achieved a training coverage ratio of
over 90% for employees, and 96% for the managerial personnel at various levels, and
efforts are being made to achieve a ratio of 100%.
The Company persisted in building up systems for preventing commercial bribery. The
Company launched activities such as writing an “Honest and faithful commitment
letter” and “signing honest commitment letters by both parties”, thus enhanced the
employees’ self-consciousness about commercial faithfulness. Whenever there is an
important case, people were taught they have to respect the regulations of “no pass
under 3 conditions”. In major projects, a “Building high quality project, trying to be
outstanding leading staffs ” drive will be launched. Furthermore, the Company has set
up “Reporting system for combating corruption and advocating honest”, enacted
“Further regulations on being honest in business activities”, expressively specified 8
prohibitions. It has so far published 2 lists of names of units with which no transaction
will be done by Baosteel and units prohibited to do business with Baosteel. It has
canceled businesses with 56 units that had been listed as units prohibited to do
business with Baosteel and investigated 4 discipline violation and illegal cases, with
relevant persons being punished via judicial procedures.
1 Source: http://tv.baosteel.com/ir/other/s2006e.pdf

261. Sharp
Environmental and Social Report 2008 1 each country and region.

2) We will keep the giving and receipt of other monetary rewards or gifts, as well as
business-related entertaining, within reasonable bounds, by placing limits on the
type and frequency, so as to avoid going beyond socially acceptable courtesies in
Preventing Unlawful Grants and Expenditures
each country and region.
The Group Charter of Corporate Behavior and the Code of Conduct contain provisions
that strictly prohibit any form of corrupt behavior such as money extortion or bribery,
and require that donations be handled in a proper manner. To Handle Monetary Gift Contributions and Political Donations Fairly and
Appropriately
Sharp Corporation prevents illegal payoffs and improper expenditures through a
system of compulsory reviews by the Donation Examination Committee in Japan to 1) Regarding contributions and gifts of money, we will proceed strictly in
assess the propriety of monetary disbursements such as donations and contributions. conformance with relevant laws and regulations, as well as relevant internal
company rules, in order to ensure that they do not fall under the category of
Consultation Hotline for Compliance Issues payoffs or illegal payments.
Sharp Corporation and its domestic affiliated companies have a hotline for reporting 2) We will observe Company policy that political donations should be confined to the
problems and providing counselling services related to compliance issues. The hotline absolute minimum necessary given the level of engagement with the local
is open to employees, temporary staff, and employees of business partners, in line community, as well as in compliance with applicable laws and regulations, and
with the spirit of Japan’s Whistleblower Protection Act. In addition, in October 2007, that when making such contributions, we will proceed in strict conformance with
Sharp in Japan set up a contact point outside the company at its legal advisor’s office. relevant internal company rules.
Sharp clearly stipulates that there will be no unfavourable treatment or penalties
against individuals who report compliance violations or seek consultation.
Sound, Equitable Economic Activities
To Practice Fair, Appropriate Purchasing Activities:

Corporate Info – Charter of Corporate Behavior² 1) In selecting a vendor or supplier, we will conduct a fair, transparent evaluation and
assessment based on our position with respect to economic reasonableness, and
Practice of Fair and Open Management in consideration of the legal compliance and business ethics of the target
corporation. Recognizing Sharp's position as a multinational enterprise doing
To Prevent Corruption such as Extortion and Bribery business around the world, we understand the need to conduct fair transactions
1) At home or abroad, we will not entertain, nor give money or goods to public and will carry out our business activities by opening doors widely without
officials(and the like), which is prohibited by applicable laws and regulations in discriminating between domestic and foreign companies.
1Source: http://sharp-world.com/corporate/eco/csr_report/2008pdf/sharp_eall.pdf
²Source: http://sharp-world.com/corporate/info/charter/cc/index.html

2) Based on compliance with laws and regulations related to purchasing transactions employees to ask questions or request a confidential consultation to enable the
in each country or region, we will not engage in acts that are questionable from employee to judge what action should be taken. In Japan, a "Crystal Hot Line" set
the standpoint of business ethics. up on the Sharp corporate intranet is always available to accept questions and
reports. (These may be accepted in writing from persons without access to a
3) We will not accept gifts or business entertainment from existing or potential new
personal computer.)
suppliers/vendors that go beyond the bounds of the socially accepted business
practices of the country or region in question. - An appropriate response to reports received and to requested
consultations will be made, and in the event it is clear that a violation
has occurred, remedial measures will be taken.
Implementation of The Sharp Code of Conduct - Persons making a report or engaging in consultation must never be
subjected to unfavorable treatment as a consequence of having made a
Administrative System report or requested a consultation.
1) Under a resolution passed by the respective Boards of Directors of the Sharp 7) Officers and employees who violate The Sharp Code of Conduct will be subject to
Group companies, the The Sharp Code of Conduct will apply to each company. strict application of measures including disciplinary actions based on the
respective laws and regulations and the relevant provisions in the terms and
2) To conform with the laws, regulations, and customs of a country or region in which
conditions of employment, the work rules and the relevant internal rules of each
a Sharp Group company is located, it may make changes to the The Sharp Code
Sharp Group company.
of Conduct to the extent that they do not violate the underlying purpose and intent
thereof. It should also be noted that any changes made must be approved by a
resolution of the Board of Directors of each company, and prior notification must
Contact
be made to the under-mentioned Contact at Sharp Corporation.
1) Questions and comments related to The Sharp Code of Conduct may be raised
3) The Sharp Code of Conduct will be reviewed and revised as necessary, and in
and referred to the Planning Department of the CSR Promotion Group, or to the
such case, the Sharp Group companies will keep all employees notified of any
General Affairs Department of the Human Resources Group of Sharp
revisions at all times.
Corporation.
4) The Sharp Group companies will prepare and distribute a The Sharp Code of
Conduct Handbook, to promote employees' acquaintance with the code.
5) The Sharp Group companies will take measures including training programs, etc.
from time to time to familiarize employees with the The Sharp Code of Conduct.
6) Each Sharp Group company will establish its own system to enable employees to
report violations related to the The Sharp Code of Conduct, such as business
activities or business conduct in violation of laws and regulations, or to allow

262. Idemitsu Kosan
IDEMITSU Group CSR Report 2008 1
Responding to Social Systems and Contributing to Regional Communities
Establishment of the Compliance Consultation Desk

In May 2004, the Compliance Consultation Desk was established as a window for
consultation and internal communications. This service, which facilitates counseling by
inhouse email, dedicated phone lines and mail, guarantees strict protection of
information and freedom from unfavorable treatment as a result of enquires.
Since FY2007, we have also established an in-house Sexual Harassment
Consultation Desk and an External Compliance Consultation Desk.
Activities to Raise Employee Awareness
In a drive to promote groupwide education and training, the Company created the
Compliance Handbook in FY2004, distributing it to all Group employees. Idemitsu also
started “traveling compliance training” at all business sites.
In June FY2007, we revised the Compliance Handbook to reflect legal amendments
and to enhance understandability, such as by adding graphics. In October of that
fiscal year, we also formulated and issued a compilation of compliance case studies
drawn from Idemitsu and other companies. This is used by each business site to
instigate compliance workshops, providing opportunities for participants to identify
problems and consider the practicality of their solutions.
Eliminating Corruption
Idemitsu forbids the illegal donation or offer of monetary or other economic benefits to
public employees or persons in equivalent positions, either in J apan or overseas. We
also prohibit the donation and solicitation of gifts, hospitality, gratuities and other
economic benefits in excess of socially accepted norms, with regard to customers,
clients and other business associates.
This stance is clearly stated in the Compliance Handbook, which is distributed to all
employees.
1 Source: http://www.idemitsu.co.jp/e/environment/pdf/2008/all_e.pdf

263. Rio Tinto Group
The way we work 1 as appropriate, independently. We avoid selective disclosure.

We give required information to relevant agencies in the jurisdictions where Group
Openness and accountability
businesses operate and widely disseminate it where Rio Tinto shares are traded,
through the media as well as directly, including on our own websites. We voluntarily
Business integrity give detailed social and environmental performance data in separate annual reviews.
We undertake Rio Tinto’s business with integrity, honesty and fairness at all times, These cover the Group and each Group business, extending further the quality and
building from a foundation of compliance with relevant local laws and regulations and quantity of publicly available data.
international standards. Published material can be accessed through Rio Tinto’s external website,
We support free and fair competition. We promote the rule of law and the Group’s high www.riotinto.com. Both this and the Group’s intranet are linked to other websites
standards wherever we are in the world. We have introduced a compliance maintained by Group businesses, offering easy access to a wealth of additional,
programme that all Group businesses are required to put in place. This is based on a detailed information on local operations. Significant events, including financial results
continuously developing system of training, monitoring and procedural checks and presentations and seminars on strategy and corporate social responsibility, are also
balances. available on Rio Tinto’s internet website, as they happen and as an archive.
Bribery, in all its forms, is prohibited. We neither promise, offer nor accept bribes or Rio Tinto seeks and welcomes constructive criticism. We use face to face and written
anything which could be taken for one, either directly or indirectly. communication and formal grievance procedures within our workplaces. We also have
an additional independent and confidential means of communication and feedback for
We only make payments for legitimate business services and at a rate that reflects ideas or concerns about any aspect of Rio Tinto or about the behaviour of individuals,
their market value. We work with business partners, representative agents and without fear of recrimination, through the Group’s Speak-OUT system.
intermediaries after making them aware of Rio Tinto’s policy and being satisfied that
they will not make unauthorised payments indirectly on the Group’s behalf.
We disclose any material transaction or relationship that could reasonably be
expected to give rise to a conflict of interest but strive to avoid them. Gifts and Business integrity guidance²
entertainment are only offered or accepted for conventional social and business
purposes and then only at a level appropriate to local circumstances.
Guidance:
Transparency
Gifts and entertainment
Our commitment, both in principle and practice, is to maximum transparency
consistent with good governance and commercial confidentiality. In certain circumstances, the giving and receiving of small gifts and entertainment is
perfectly acceptable, and is quite distinct from bribery. A business meal, for example,
Rio Tinto disseminates understandable information in a timely way on the Group’s
can provide a relaxed forum for exchanging information.
operational performance and financial condition. We verify its accuracy, internally and,
1 Source: http://www.riotinto.com/documents/ReportsPublications/the_way_we_work.pdf
²Source: http://www.riotinto.com/documents/CorpPub_Business_integrity_guidance.pdf

Nonetheless, exchanges of gifts and entertainment must be subject to strict limits. backhander payments relating to the award of supply or other contracts.
Depending on their size, frequency, and the circumstances in which they were given,
Even though we will never initiate the offer of a bribe, in some countries we are
they may constitute bribes or political payments. The key test we must apply is
sometimes pressured to pay bribes. In such cases, we must refuse to pay, however
whether they could be intended, or even be reasonably interpreted, as a reward or
widespread or condoned the practice may be locally.
encouragement for a favour or for preferential treatment. If the answer is yes, they are
prohibited under Rio Tinto policy. When it occurs, bribery is rarely as explicit as the exchange of cash for a contract. Rio
Tinto’s policy prohibits bribery in all its forms. Thus it applies to:
This applies both to the giving of gifts and entertainment by Group employees and to
their receiving of them. It applies also to indirect gifts, such as, for example, unusually • attempts to secure improper advantage in any area including, for example,
high lecture fees. environmental permits, customs, and judicial proceedings;
Managing directors are recommended to set explicit limits for gifts and entertainment • the offer of any form of undue reward, not just money covering, for example,
for their particular businesses. These should cover the maximum monetary value of offers of employment or lavish hospitality; and
gifts that may be given and received, as well as the frequency with which they may be
• all mechanisms for channelling undue payments or other benefits or for masking
exchanged.
their purpose.
The general rule on conflicts of interest associated with gifts and entertainment is that
they should be avoided. If they appear unavoidable, the member of staff concerned
must advise the managing director of the business of all the circumstances This includes the use of ‘kickbacks’, subcontracts, purchase orders, consultancy
beforehand, so that the situation can be properly reviewed and recorded before any agreements, and the improper use of agents. It also includes any other sort of deal
problematic decisions are made. arranged on concessional terms with politically influential individuals or companies or
organisations linked with them.
Bribery
Consultancy payments should only be made for legitimate services, and at a rate
Under the OECD Convention, signatory governments must make it a crime: “to offer,
which reflects their fair market value. Contracts should document precisely the
promise or give any undue pecuniary or other advantage, whether directly or through
services to be provided.
intermediaries, to a foreign public official, for that official or for a third party, in order
that the official act or refrain from acting in relation to the performance of official Similarly, any arrangements we enter into with politically influential individuals or
duties, in order to obtain or retain business or other improper advantage in the organisations must be for legitimate business purposes only, which are set out in full
conduct of international business”. Complicity, including incitement, aiding and in our contracts or agreements with them. Wherever possible, we must award
abetting, or authorisation of an act of bribery, are also to be made criminal offences, contracts on the basis of competitive tendering. Where this is inappropriate or not
as will be attempts or conspiracy to bribe. The UK implementing legislation also possible, we must ensure, and be able to demonstrate, that we are paying no more
covers bribery of agents, as well as bribery of public officials. than a fair market value for the goods or services received.
Rio Tinto’s policy in The way we work already covers all this ground. It prohibits giving One difficult issue is that, in some countries where we operate, we may be obliged by
of all bribes, whether or not to public officials, and also the acceptance of bribes or local law to pay for the services of public officials, such as customs clearances, local

police protection or the visits of environmental regulators. But we do not expect from lobby for improved standards. Such a combined approach may be the most
these officials any unduly favourable treatment as a result. In these cases, therefore, effective way to persuade state agencies to bring an end to demands for
we must make clear in our discussions with such officials, and set out in our written facilitation payments;
communications with them, that we expect them to do no more or less than to fulfil
• work with other organisations, such as embassies or international development
their legal and regulatory duties. We should request an official receipt for any such
agencies, who may have other avenues to voice opinions to governments.
payments.
Development agencies are now devoting significant resources to issues of
Corruption in the broader environment governance and corruption; and
This last section covers the most difficult situations we confront: that is, when • seek to support governance and capacity building projects as part of our
corruption is occurring and has some indirect link to our business, but we have limited community contributions.
power to prevent it. Such situations include:
• the misuse by state agencies or politicians of the tax and other legal revenues
Rio Tinto External Affairs can provide further advice and assistance in this difficult
raised from our operations; or,
area.
• corrupt behaviour by a major business partner which owns a significant share in a
mine we operate.
The OECD Convention does not extend to small facilitation payments, which are also
sometimes known as expediting or servicing arrangements, on the grounds that
There are no simple solutions in these situations. We cannot jus t dictate how bringing them within the scope of the criminal law did not appear to be a practical
governments behave, and our influence over business partners may be limited. measure. This exemption has been followed through in the implementing legislation of
a number of countries, including the US and Australia.
Nonetheless, we sometimes may decide not to become involved in a project because
we have suspicions about the practices of our potential partners or state agencies. For The main distinction thereby implied between facilitation payments and other forms of
this reason, we should review corruption issues for each project as part of the due bribery is that in the case of the former:
diligence process.
• the sum involved is minor and paid to a low level state official; and
Similarly, if we are already involved in a project where corrupt ion allegations arise, we
• the payment is made to secure an action or service to which an individual or
need to ensure that we clearly state Rio Tinto’s policies and exert pressure wherever it
company is routinely and legally entitled. (Such a service might include mail
is legitimate for us to do so. A number of tactics may be useful and diplomatic
collection, water supply, or a routine processing of government papers such as a
suggestions may achieve the best results. Where appropriate, we should:
visa. It does not include any decision to obtain or retain business, or about the
• make our own representations to governments or business partners, referring to terms of a business.)
the policies in The way we work, and the possible effect of their actions;
• team up with other companies, possibly through a local chamber of commerce, to

In some countries, such payments are regularly demanded and are a common feature In terms of Group wide management systems, managing directors will be required to
of economic life. The new UK legislation makes no exemption for such facilitation report through the annual Internal Control Questionnaire on how they have
payments. As Rio Tinto is incorporated in the UK, it is possible that it could face implemented this guidance. As on other issues, the Internal Audit department may
liability if any part of the Group, and not just employees who happen to be UK make further inquiries as appropriate.
nationals, were to contravene this legislation.
Employees must be made aware that they will be supported in their efforts to comply
The following is an excerpt from guidance on the UK legislation provided by British with the Group’s policies in this area, whatever the inconvenience or extra costs
Trade International, a trade promotion arm of the UK Government: involved. The chairman of Rio Tinto has committed that no employee will suffer in any
way if we lose business as a result of his or her refusal to pay bribes. Equally,
“Blanket exemptions are always liable to misuse, and we do not think it appropriate to
infractions of our policies in this area are likely to result in disciplinary action, up to and
make an exemption for ‘facilitation payments’. However, we do not envisage any
including termination of employment.
circumstances in which the making of a small facilitation payment, extorted by a
foreign official in countries where this is normal practice, would of itself give rise to a The rest of the guidance sets out some clear prohibitions, but also raises a number of
prosecution in the UK. The making of such payments may well, however, be illegal dilemmas where the correct course of action will depend on the precise nature of the
under the law of the country concerned. ” local situation. In such cases, there are two general principles to bear in mind:
Over and above any immediate action, operations should set out a long term strategy • There should be only one set of books, and no transactions should be entered
for reducing exposure to demands for such payments, inform senior officials of into that cannot be transparently included in them. Nothing must be done or
relevant government agencies about any unofficial requests for cash, and seek to omitted which might affect the integrity of our internal or external audits.
build alliances with other firms facing similar problems. Group businesses should
• We should not do anything that would put in doubt the Rio Tinto Group’s
inform External Affairs if they face persistent demands for faci litation payments.
commitment to business integrity if it were accurately reported in a local or
Compliance and implementation international newspaper, or made public in some other way.
This section covers compliance with the particular issues raised in this guidance. In
addition, the Group Compliance officer is reviewing the compliance system for all Rio
If there are any cases of doubt or questions as a result of this guidance that cannot be
Tinto ’s policies and legal obligations.
resolved locally, External Affairs should be contacted. Depending on the nature of the
As a basic principle, managing directors are responsible for ensuring that the policies inquiry, External Affairs will draw in expertise from other Group functions, including the
in The way we work are implemented in their particular businesses. They should issue Legal department, Internal Audit, the company secretary, and the Group Compliance
instructions as appropriate to staff based on this guidance, strengthening officer, as appropriate.
management systems, such as induction of new employees and training of existing
This is in addition to Rio Tinto’s systems of financial control that are in place to provide
employees, where necessary. They also should make any necessary changes to their
assurance regarding:
codes of conduct. In addition they are responsible for drawing our policies to the
attention of business partners. • the safeguarding of assets against unauthorised use or disposition: and

• the maintenance of proper accounting records and the reliability of financial

information used within the business or for publication.
Rio Tinto has developed the following programmes which underpin its business
integrity:
Internal Control Questionnaire
The Internal Control Questionnaire is a risk management system designed for each
Group business to respond to questions relating to legal risk, financial control risks,
business integrity risks and political involvement risks linked to the implementation of
and the adherence to The way we work. It is supervised by the head of Internal Audit.
Group compliance programmes
These programmes are designed to prevent and detect non compliance with local
laws and regulations, as well as non compliance with Rio Tinto ’s policies, procedures
and practises set out in The way we work and in the codes of conduct adopted by the
individual Group businesses in conformity with The way we work. The programmes
are being developed to promote the sensitisation, education and training of employees
in the key substantive areas of legal policy and procedure requirements which apply
Group wide. These programmes will help foster a common corporate approach across
Rio Tinto ’s global operations.
Speak-OUT
The Group’s Speak-OUT programme is a ‘whistleblowing’ system which allows
employees, confidentially and without fear of reprisal, to alert senior management
about their concerns over possible acts which are contrary to Rio Tinto’s business
policies and practices; those which may be against the law; and those which may
otherwise give senior managers cause for concern.

264. Vivendi
Compliance Program 1 • any employee solicited by a third party anxious to form or maintain a business
relationship with a Group company must avoid doing anything which would place
Prevention of conflicts of interest him or her personally in a situation of obligation vis-à-vis the third party or which
could cast doubt an employee’s integrity;
Remuneration, gifts, invitations and benefits offered by third parties • similarly, an employee must take care not to expose a third party to a situation in
All employees must ensure that they guard against situations which could place them which he or she attempts to convince or lead that third party to conclude a
directly or indirectly in a situation of obligation with third parties anxious to form or business transaction with a Group company.
maintain a business relationship with the Group. The effective prevention of such situations can be assured by the observation of
In this context: certain rules which are intended to avoid any initiative taken by an employee giving
rise to criticism or suspicion.
employees cannot accept or solicit any financial reward or benefit of any kind on a
personal basis; Prohibited payments and expenses
• employees cannot accept or solicit any financial reward or benefit of any kind on The resources and assets of a Group company cannot, under any circumstances, be
a personal basis; used to pay bribes to a third party, or to provide such a person with products or
services free of charge, or at preferential prices, for the purpose of influencing the
• gifts and invitations are only acceptable if they do not cast doubt on the honesty outcome of negotiations in which a Group company is involved.
of the giver or the independence of the recipient (such as ordinary gifts with token
value, or promotional gifts). Every employee must refrain from responding favorably to such requests, and
especially from proposing them. In the event that a request of this nature is received,
the employees must refer to their superiors, who must take all necessary measures to
In the event of any doubt as to how to proceed, the Compliance Officer should be put an end to such behavior on the part of the person concerned. If necessary, they
consulted, in accordance with the principle of transparency. will suspend the business relationship with the (public or private) entity represented by
that person.
Commercial ethics Precautionary rules relating to gifts and invitations
Compliance with legislation prohibiting corruption Any initiative which could be interpreted as going beyond the customary conduct of a
business relationship should be avoided. In accordance with rules parallel to those
The receipt from or grant to any third party of an improper adva ntage of any kind for imposed in their dealings with suppliers, employees must rigorously avoid paying or
the purpose of obtaining preferential treatment is seriously damaging to the reputation offering financial rewards or advantages of any kind to persons representing the
of the company authorizing such practices or which is not capable of preventing them. interests of third parties having business relationships with the Group.
In accordance with the rules relating to the prevention of conflict of interest: They must also exercise moderation when offering gifts or extending invitations:
1 Source: http://www.vivendi.com/vivendi/IMG/pdf/20061012_compliance_program-2b-en.pdf

• Such gifts can only be offered on behalf of a Group company when they only the Compliance Officer shall maintain confidentiality regarding the employee’s
have token value and are infrequently given, which do not cast doubt on the approach, if the employee so wishes.
honesty of the donor or the impartiality of the recipient at the time they are
It shall be the duty of every manager and head of department to promote compliance
offered;
with the rules contained in the Compliance Program by giving employees under their
• Invitations must be justified by a professional purpose (which cannot be regarded authority any necessary explanations in a concrete way adapted to their particular
as a pretext for travel or holidays) or must take place in the context of a functions. They shall consult the Compliance Officer whenever necessary. It shall be
promotional campaign or public relations program organized by the Company. their duty to ensure that the Code of Conduct is respected.
They shall inform their company’s Compliance Officer of any breaches of the Code of
Conduct which call for corrective or disciplinary measures, particularly when such
It is also essential to be aware of the status of those who are sent gifts or invitations:
breaches are capable of damaging the reputation of the Group or any of its
in order to protect their independence, their status may sometimes require them to
companies.
refuse to accept such gifts or invitations, even if they satisfy the principle of
moderation referred to above. Any serious breach of the Code of Conduct and any difficulty which cannot be
resolved must be brought to the attention of the Compliance Officer responsible for
Particularly close attention must be paid to this aspect in the context of the
the Compliance Program at Group level.
relationship of Group companies with States or local authorities, to avoid placing their
representatives in breach of their status as public servants and in breach of the duties Audit departments must pay particular attention to breaches of the Compliance
associated with their status. Program and to the risk of lack of control caused by inadequate procedures within an
audited company. Any breaches or risks of breaches that come to their attention must
Monitoring structures and procedures be reported to the Compliance Officer.
Transparency
The implementation of the Compliance Program requires every employee to have a
sense of responsibility.
It is not always easy to identify the best solution to a problem relating to application of
the Code of Conduct. Compliance Officers must make themselves freely accessible
and available, and be attentive to any approach made by an employee seeking advice
and to indicate breaches of the Code.
No employee shall be subject to criticism for having provided such information in good
faith. The Compliance Officer shall ensure in such circumstances that the employment
conditions of the employee concerned are not adversely affected. Insofar as possible,

265. AstraZeneca
CODE OF CONDUCT 1 they comply with any local laws and applicable codes and our supporting policies
(including page 7 of this Code).
Preventing Bribery and Corruption
• Make sure all gifts, activities and conduct are of a nature that would not be open
AstraZeneca directors, officers and employees, and others who act on AstraZeneca’s to misinterpretation if publicly disclosed.
behalf, must not offer, pay or accept bribes.
• Pay particular attention to relationships with third parties; visits to our facilities;
We must not offer or give money or anything else of value either as an inducement to sponsoring people to attend events or meetings; consulting arrangements; post-
make, or as a reward for making, any decision favourable to the interests of marketing studies; gifts and hospitality, and facilitating payments.
AstraZeneca.
• Report any suspicion of potentially corrupt behaviour.
This includes providing such benefits to government officials (including those from
national and local governments and those serving in public international
organisations) and other healthcare professionals and organisations, patients, PUBLIC POLICY AND POLITICAL ACTIVITIES
suppliers, charities and patient groups, whether companies or individuals.
Any public policy or political activity undertaken on behalf of AstraZeneca must be
AstraZeneca also does not permit agents, contractors, advisors or other third parties lawful, ethical and approved under established Company procedures.
working on our behalf to engage in this type of conduct.
PUBLIC POLICY ACTIVITIES
As well as not offering bribes, we must also not accept them. See “Avoiding Conflicts
of Interest ” on page 14 for more information. Employees and others who, on AstraZeneca’s behalf, engage in dialogue with
governments and other public bodies to inform or influence public policy must ensure
Offering or making payments to government officials to obtain favourable treatment, to that all communications are based on facts and evidence and are not misleading or
secure business, or to obtain an improper advantage is a crime in every country in open to misinterpretation. People engaged in these activities must always make it
which we do business, whether such payments are in cash or in kind. It is also a crime clear that they represent AstraZeneca.
in many countries to make these types of payments to government officials of another
country, and also a crime in most jurisdictions to pay commercial bribes to persons All interactions with government officials and other third parties must also be in
who are not government officials. accordance with page 8 of this Code (Preventing Bribery and Corruption).
quick reference: Interactions with healthcare professionals and organisations
• Never make or authorise payments or gifts in order to obtain or retain business or In all our interactions with healthcare professionals and organisations, we must
to secure an improper advantage. Never ask or permit third parties to do so on observe high standards of integrity and honesty.
your behalf. All our interactions with healthcare professionals and organisations must be intended
• It is acceptable to engage the services of healthcare professionals and to ensure the effective use of our medicines and to enhance patient care. This can
organisations, and provide modest and customary meals and gifts, as long as include advancing medical research, enhancing medical knowledge or practice
management, or gathering necessary feedback about our medicines.
1Source: http:// www.astrazeneca.com/_mshost3690701/content/resources/media/az_coc_english.pdf

We must only engage the services of healthcare professionals and organisations We must not accept gifts or hospitality that may compromise our independence or
when they are legitimately needed, and we must not pay more than an appropriate judgement regarding a third party. This includes hospitality or entertainment with a
market rate for the services rendered. value that exceeds locally established limits, that is not customary or that is otherwise
likely to be seen as inappropriate.
We must not enter into business relationships or offer or provide gifts, hospitality or
anything else of value, to induce or reward favourable decisions about our products Whilst we are free to make personal financial investments and to maintain social
and services. relationships with people we meet through business activities, our business
relationships must not create any interests that may conflict, or have the potential to
We must always provide information about our products to healthcare professionals
conflict, with those of AstraZeneca.
and organisations in accordance with the relevant provisions of this Code and
supporting policies. quick reference:
Interactions with healthcare professionals and organisations include all meetings, • Avoid situations where your loyalty may become divided.
communications, research and service arrangements, including pro duct promotion,
• Do not enter into situations in which your personal or family interests may conflict
speaking engagements, advisory board meetings, consulting agreements,
with those of AstraZeneca.
conferences, congresses and symposia.
• Declare any potential conflicts of interest and seek advice from your line
quick reference:
manager.
• Comply with the IFPMA Code of Pharmaceutical Marketing Practices, local laws,
• Report any business dealings between AstraZeneca and companies or
regulations and applicable codes of marketing practice and our own, often more
organisations in which you have, or a family member or an individual you treat as
strict, local codes.
a family member has, a management role or financial interest (excluding interests
• Only make payments to healthcare professionals and organisations when there is of 1% or less in publicly listed companies).
a written contract in place.
• Do not use your position at AstraZeneca for personal benefit or to benefit a family
• Do not offer payments, gifts, hospitality, entertainment or anything else of value if member, friend or associate.
it could constitute a bribe to a healthcare professional or organisation.
• Do not pay a third party more than a contractually agreed, market-based price or
fee for goods or services provided.
AVOIDING CONFLICT OF INTEREST • Do not accept gifts, hospitality or other entertainment of a nature that would be
open to misinterpretation if publicly disclosed.
We must not allow personal or family interests to influence our professional
judgement.
We must never accept anything of value, if it would constitute either an inducement to Who is the Code for and what does it mean in practice?
make, or a reward for making, any decision favourable to the interests of a third party.
This Code applies to all full- and part-time AstraZeneca Group directors, officers,

employees, and other temporary staff worldwide. HOW TO ASK A QUESTION OR RAISE A CONCERN
Our business activities touch many people’s lives, including patients, physicians, Anyone who raises a concern about a possible compliance breach in good faith will be
shareholders, employees, regulators, partners, those who pay for healthcare and the supported by management, and will not be subject to retaliation. Any act or threat of
communities around us. Maintaining the trust and confidence of these groups means retaliation will in itself be considered a serious violation of this Code.
ensuring that our high level values are translated into consistent and appropriate
You may at some time come across a situation that appears to violate an AstraZeneca
behaviour worldwide.
policy. Everyone has a duty to report any suspected violation promptly.
Everyone is required to be aware of, and conduct their activities in accordance with
In general, you should first seek to address your concerns with your manager. If you
this Code, all supporting policies and applicable codes, and the laws and regulations
believe this is not appropriate, you may also contact your Human Resources, Legal
of the countries in which we work and do business. We must operate to the highest of
Department or Compliance representative. If you prefer to contact someone outside
the standards required by these various authorities, and always have due regard to
your area, you may use any of the following contacts:
national legislative requirements, as a minimum, and to circumstances where the laws
of more than one country may apply. • AZethics line See page 20 for the telephone number to call in your country
(MedImmune and Aptium Oncology employees should also refer to page 20 for
Managers are responsible for providing appropriate support to enable their teams to
information on reporting within their organisations)
understand the requirements of this Code and the relevant supporting policies and
how they should be applied in practice. Managers are also responsible for providing • Website AZethics.com
assurance on these matters to the Board of Directors of AstraZeneca.
• Email GlobalCompliance@astrazeneca.com
The following sections of this Code outline AstraZeneca’s core commitments – what
• Postal address Global Compliance Officer, AstraZeneca PLC, 15 Stanhope Gate,
they mean and how they should be actively implemented at all levels within the
London W1K 1LN, United Kingdom
Company.
You must also be prepared to exercise good judgement and common sense in
deciding the right actions to take, because this Code and our supporting policies If the concern relates to accounting, internal accounting controls or auditing matters,
cannot cover every situation that may arise. You should ask questions if you are you may contact the AZethics line, the Global Compliance Officer or the VP, Group
unclear about any aspect of this Code, or if you are not sure how to respond to an Internal Audit.
issue that the Code does not address.
You can provide information anonymously if you prefer, and if your local laws so
You must also promptly report any known, suspected or observed violations of laws, permit. In all instances, every effort will be made to ensure that information relating to
regulations, this Code or supporting policies of which you become aware. a reported violation is kept confidential and communicated on a need-to-know basis
only.
Any failure to comply with this Code or its supporting policies will be fully investigated
and appropriate action taken. This may include re-training, discipline, or other Group Internal Audit, which reports to the Board of Directors, works closely with the
corrective action, up to and including termination of employment, depending on the
circumstances.

Global Compliance Officer to ensure that confidentiality and impartiality are

maintained in the overall process.
The above procedures can also be followed if you have a question, or are seeking
clarification about any aspect of this Code and its supporting policies.
The AZethics line and AZethics.com are managed by a third party on AstraZeneca’s
behalf. When you ask a question or raise a concern, you will be asked to provide
details and whether you wish to disclose your contact information. AstraZeneca UK
Limited may record this information in a database (hosted on its behalf by EthicsPoint
in the US) and may contact you for further information. You have a right of subject
access to the personal information AstraZeneca processes about you.

266. Anglo American
REPORT TO SOCIETY 2007 1 the business principles (compared with 540 in 2006). A further 1,341 were the subject
of disciplinary action, of which 48 were managers.
Governance and transparency
We terminated the contracts of 99 suppliers or contracting companies for breaches of
the principles (compared with 175 in 2006 and 15 in 2005). We are encouraged that
Governance and compliance the system appears to be working and will be reinforced by other supply chain
All employees and regular or significant suppliers must comply with our Good initiatives currently underway.
Citizenship Business Principles. Each year business unit leaders provide the chief Corruption and transparency
executive with letters of assurance on performance, risks and opportunities in
sustainable development and adherence to the business principles. Anglo American continued to play an active role in the Extractive Industries
Transparency Initiative (EITI). It is one of two mining sector representatives on the
In addition, we provide an independently run, global, “speak up” whistleblowing facility Board. Our chairman and our chief executive have both been involved through
to support compliance. In 2007 we undertook a Group-wide internal audit of the advocacy.
enforcement mechanisms and awareness of the business principles. This reached
positive conclusions about the links between the principles and policies. A wide range Company employees were subjected to substantive pressure to pay bribes to public
of internal and external stakeholders is currently reviewing the principles. officials in one country in Latin America and two in Africa.
Blowing the whistle

During 2007 we received 230 alerts (167 in 2006) via the independently run ‘speak up’
whistle-blowing facility, which is available in appropriate languages in every country
where we operate. The system was inadvertently disconnected for a period in Chile in
2007, but has been restored. The legal concerns in 2006 about operating an
anonymous facility in France and Germany have been resolved and we now, once
again, have global coverage.
Many of the 2007 alerts are attributable to a misunderstanding about the rules for a
profit share allocation at our Copebras Brazilian phosphate company. More than 180
alerts have been closed following investigation. Of these, 110 were either not proven
or proved to be false and 28 resulted in management action. Examples of the issues
raised include a human resources manager engaging in irregularities in respect of
appointments, which resulted in his dismissal, theft, fraud, misuse of company
accommodation, assault, and concern about reckless driving.
In 2007, 567 employees, of which 37 were managers, were dismissed for breaches of
1 Source: http://www.investis.com/aa/docs/gr_2008_04_15.pdf

268. New York Life Insurance
Integrity Manual1 invited to be on a vendor "advisory board").

• Gifts and entertainment that are so extensive or frequent as to raise questions of
Avoiding Conflicts of Interest
propriety. Laws regarding gifts and entertainment of federal, state or local public
officials are complex and vary widely from state to state and locality to locality.
Business Gifts and Entertainment Before giving a gift to, or entertaining a federal, state or local government official,
Gifts are a normal part of business life. Buying a meal for a customer or receiving please call Brian Loutrel at Ext. 7384.
flowers from a vendor are acceptable business practices that foster goodwill and
create lasting relationships. But we must be careful. The exchange of gifts and
entertainment in connection with a business transaction should n ever imply an Recording Gifts and Entertainment
intention to seek or receive favorable treatment. Even if there is no deliberate intention All gifts and entertainment valued at $10 or more are reportable. When practical,
to influence the outcome, the perception of bad intention could still be damaging for entertainment given or received and gifts given that are expected to exceed $100
you personally and for the Company. The guidelines for giving and accepting gifts and require pre-approval from your Department Head or an executive officer designated
entertainment help make sure that all business transactions are impartial and by the Department Head. Third party invitations for entertainment hosted at locations
objective, without outside influence. outside of the local business location in which the outside party is paying some or all
Acceptable Gifts the cost of the trip (e.g. hotels, meals, entertainment, tickets to sporting events, etc.)
require the written pre-approval of your EMC member. Transportation expenses
You may accept or receive a gift, meal, or entertainment, if all of the following are met: should always be paid by the Company.
• it is consistent with acceptable business practice; Employees do not have to report gifts and entertainment under the following
• the gift could not be perceived as a bribe, does not make the recipient feel situations:
obligated, and does not make it difficult for the recipient to make a fair decision; • Entertainment given to New York Life agents and their guests - unless the
and, employee's area is required to report the information for regulatory purposes.
• public disclosure of the gift or entertainment would not embarrass the Company. • Business related gifts and entertainment provided by fellow employees or by the
Company or department.
The following gifts are considered unacceptable: • Commemorative items such as an inscribed paperweight, plaque or crystal bowl
received to commemorate a special event or a product/Company promotion.
• Cash or its equivalent. For example, a gift certificate is not acceptable.
• Gifts between employees which are purchased with personal funds.
• Gifts that are solicited or encouraged by the employee.
• Entertainment including meals received at industry meetings if the department
• Transportation expenses paid by anyone other than the Company, including already paid an admission or attendance charge for the meeting.
current or proposed vendors or service providers, (e.g. even if an employee is
1Source: http://www.newyorklife.com/cda/0,3254,15639,00.html

You should also check with your manager to learn about any other standards specific pre-clearance from the senior officer responsible for governmental affairs.
to your department's operations.
Whether or not a gift is granted pre-clearance will depend on several factors, including
Contract Negotiations the applicable gift law, the nature and value of the gift, the prior relationship with the
public official, if any, and other circumstances surrounding the gift.
Vendors sometimes offer gifts or entertainment as an inducement during contract
negotiations. It is inappropriate for employees to accept any gifts or entertainment The Company will be asking employees to verify their compliance with these
during contract negotiations. procedures annually, through the Conflict of Interest Questionnaire.
Entertaining Public Officials Complying with Laws
Laws regarding gifts and the entertainment of federal, state, or local public officials are
complex and vary widely from state to state and locality to locality. Improperly Influencing Government Officials
These various "gift" and entertainment laws generally prohibit or significantly restrict a The Foreign Corrupt Practices Act also prohibits making or offering a payment to a
person from giving things of value to public officials or employees. Items of value representative of a foreign government for the purpose of influencing that
include entertainment (tickets to sporting events, golf green fees, etc.), travel, lodging, government's action or obtaining favorable treatment. The payment may be direct or
transportation, meals, and other tokens of appreciation. indirect, and can be in many forms, including cash, stocks, property, or services.
For purposes of this policy, a government official or employee means any person at In certain countries, it is usual and customary to make nominal payments or tips to
the international, federal, state or local level who is (1) an elected government official; government employees to expedite performance of legitimate duties. Although every
(2) appointed by another government official; (3) an officer or employee of a effort should be made to eliminate or minimize such payments, they may be made
government agency, authority, commission or board or any other entity that is created provided the department head is assured in writing that:
by statute or regulation; (4) compensated in any way through appropriated funds; or
• the government action or assistance sought by the Company is legal and proper,
(5) an officer or employee of a corporation of which the government is at least a partial
owner. It does not include outside consultants or independent contractors of a • the payments are customary in the country in which they are to be made, and
governmental entity.
• there is no reasonable alternative to making such payments.
To determine whether an employee is permitted to entertain a pub lic official, New York
Life requires that all gifts be pre-cleared for approval. To obtain pre-clearance, please
call Brian Loutrel at (212) 576-7384. You should provide the specific names and titles Such payments must be recorded on the books and records of the appropriate
of the officials, as well as complete details of the proposed entertainment and department.
anticipated expenses. For example, if an employee wishes to take a New York City
official to dinner, the employee must receive pre-clearance of the meal.
If you are working directly with the Office of Governmental Affairs in dealing with
public officials, the Office of Governmental Affairs' representative will obtain the
necessary

Getting Help are ethical, and that all our employees and agents are aware of those standards. It
conducts training, audits, surveys, and other programs, and works with the Human
Your Internal Support Network Resources and Agency Departments to develop formal training in ethical sales
practices.
Situations where integrity is questioned are usually emotional and personal, and it can
Brian Loutrel (212) 576-7384
be difficult to be objective. In addition, laws and regulations concerning ethical issues
are often complex and subject to interpretation. This is why we maintain an internal Corporate Ombudsperson
staff with the expertise to monitor, intervene, and interpret these difficult issues.
The Corporate Ombudsperson provides a channel for employees to raise and discuss
Reporting Concerns about Accounting and Auditing Matters known or suspected illegal or unethical business conduct, without fear of reprisal. The
office also provides and suggests alternatives for employees and agents to resolve
Any Company employee may report good faith concerns regarding accounting,
problems informally.
internal accounting controls or auditing matters at New York Life or its subsidiaries
("Accounting Concerns") to the management of the Company without fear of dismissal Interpersonal conflicts, work disputes, harassment, or any issue that cannot be
or retaliation. resolved through normal channels may be brought to the Ombudsperson, who will
strive to discuss issues and provide assistance confidentially. The Ombudsperson is
The Company's Integrity Manual requires all employees to immediately report
objective and neutral, and considers the rights and interests of all parties with the goal
situations that appear to be unlawful or unethical to their supervisor or department
of achieving a fair, win-win outcome.
head. If an employee is not comfortable raising an Accounting Concern with an
immediate supervisor or department head, they should contact other internal staff, Corporate Compliance Department
including the Corporate Ombudsperson, Corporate Compliance and Corporate Audit
Corporate Compliance ensures that our business standards incorporate the best
Departments.
practices of the financial services industry. Its duties include overseeing the proper
To facilitate the reporting of Accounting Concerns in situations where all these screening of prospective agents; contracting and licensing of agents; monitoring sales
avenues of communications have been exhausted, the Company's Audit Committee data to be sure we are operating within the letter and spirit of the law; reviewing
has established procedures for (1) the receipt, retention and treatment of Accounting advertising and sales materials; monitoring customer complaints to be sure they are
Concerns and (2) the confidential, anonymous submission by emplo yees of promptly followed up and resolved; maintaining and overseeing the Company's anti-
Accounting Concerns. money laundering and privacy programs to ensure that business units comply with
appropriate regulations; and routinely reviewing operations for compliance with
The Company's employees may submit Accounting Concerns on a confidential and/or
applicable regulations.
anonymous basis to the Audit Committee through the Office of the Secretary via
telephone, facsimile or regular mail. Confidentiality will be maintained. Corporate Audit Department
Corporate Office of Business Conduct The Corporate Audit Department provides reports to the Audit Committee of the Board
of Directors on the results of its audits, examinations, and investigations of the
The Corporate Office of Business Conduct makes sure that our policies and standards
financial operations of the Company and its subsidiaries. The Department supports

management by performing independent appraisals of the adequacy and Duty to Report Misconduct
effectiveness of the system of internal controls which safeguard assets and ensure the
Employees have an absolute duty to report misconduct. Employees must report
accuracy of financial reporting.
allegations of misconduct, or any ethical concerns, to their supervisor. Alternatively,
Complaint Review employees may contact the Corporate Office of Business Conduct directly on
extension 7384. The Corporate Ombudsperson provides a channel for employees to
Complaints are a vital source of information for us about the qu ality of our products
raise and discuss known or suspected illegal or unethical business conduct without
and services and the way they are delivered. In handling a complaint from a customer,
fear of reprisal.
we first seek to resolve the complaint fairly and quickly. We also try to identify and
resolve any general or systemic problems which could lead to further complaints. The Company is committed to achieving compliance with all applicable securities laws
and regulations, accounting standards, accounting controls and audit practices.
The Complaint Review Division is part of the Corporate Compliance Department. They
resolve complaints according to a procedure that ensures prompt resolution and Any Company employee may report good faith concerns regarding accounting,
compliance with laws and regulations. internal accounting controls or auditing matters at New York Life or its subsidiaries
("Accounting Concerns") to the management of the Company without fear of dismissal
Office of the General Counsel
or retaliation.
The Office of the General Counsel (OGC) provides legal advice to the Company and
To facilitate the reporting of Accounting Concerns in situations where all these
its business units and profit centers, and oversees subsidiary legal operations. OGC is
avenues of communications have been exhausted, the Company's Audit Committee
staffed with practitioners with expertise in insurance, litigation, securities, antitrust,
has established the following procedures for the confidential, anonymous submission
bankruptcy, employment, intellectual property, human resources, and corporate
by employees of Accounting Concerns. See Your Internal Support Network for more
governance.
details.
OGC's primary goals are to: support the Company's business objectives in a complex,
Employees are obligated to follow the procedures given in Integrity, and to cooperate
legal and regulatory environment; and limit legal risk in an efficient and cost-effective
with any investigations or audits of the company's policies or procedures.
manner consistent with overall corporate strategy.
We fully expect employees to follow this code of conduct. If employees fail to follow
Special Investigation Unit
the Company's policies and procedures, they will be subject to disciplinary action, up
The Special Investigation Unit (SIU) of the Corporate Audit Department is an to and including termination of employment. The Company has the right to terminate
independent investigative unit responsible for ensuring that all allegations and an employee for an act of misconduct without a warning.
suspicions of fraud are investigated promptly and discreetly. The SIU will conduct any
New York Life's 160-plus year history of integrity is the foundation of our ethical
type of authorized and legal inquiry. Employees should report suspicions of fraud
reputation. But what keeps us standing tall are the decisions that you make each and
either to management, or on a confidential and anonymous basis to the Corporate
every day. The ethical reputation of the Company remains solid only when the
Ombudsperson or to the Special Investigation Unit.
personal ethical standards of each individual are just as strong. Integrity is up to all of
us.

270. ACS
CODE OF CONDUCT 1 INTERPRETATION AND MONITORING

This Code establishes the principles and commitments of corporate ethics that the
BASIC PRINCIPLES OF CONDUCT
ACS Group and its employees must respect and comply with when carrying out their
activities.
Integrity
Any employee with knowledge or a well-founded suspicion of non-compliance with the
The ACS Group shall promote among its employees the recognition of behaviour in Code may alert his superior according to the corporate hierarchy or communicate the
accordance with the ethical principles of loyalty and good faith, which are declared in non-compliance through the mechanisms which the company establishes for the
the following requirements: communication of suggestions and complaints. The ACS Group shall take the
• Loyalty to the company: When carrying out their professional responsibilities, necessary measures in order to avoid adverse consequences as a result of the
employees and managers must act with loyalty and in the Group’s interests. communications that employees make in good faith according to the provisions
Additionally, they must avoid situations which could give rise to conflict between herein.
personal interests and the interests of the company. Any infringement of or non-compliance with the Code which constitutes a labour
• Compliance with the law: All Group employees and managers must comply with offence shall be penalised in accordance with the legislation in force, without prejudice
the laws in force in the countries where they carry out their activities, in to other liabilities in which the offender may have incurred.
accordance with the spirit and purpose of such laws, and observe ethical A Monitoring Committee is created to ensure fulfilment of the present Code, resolve
behaviour in all of their actions. incidents or questions on its interpretation and adopt the appropriate means for the
• Probity in management: The Group prohibits bribes to authorities and civil most complete fulfilment possible. The composition of the committee shall be
servants and forbids its employees from giving or receiving from third parties established by the Chairman of the Board of Directors of the head company in the
undue payments of any type, as well as gifts, donations or favours that fall Group.
outside of ordinary market use or that, due to their value, characteristics or
circumstances, may reasonably alter the development of commercial,
administrative or professional relationships in which their companies are involved.
• Confidentiality: All employees and managers must maintain strict and permanent
confidentiality with respect to any information which, if disclosed or publicised,
could affect the Group’s interests.
1 Source: http://www.grupoacs.com/ficheros_editor/File/05_responsabilidad_corporativa/08%20Etica%20y%20Profesionalidad%20/codigo_de_conducta_del_grupo_acs_15_03_2007_en.pdf

272. Xstrata
Sustainability Report 2007 1 Ethics Line

The Xstrata Ethics Line is a confidential ‘whistleblowing‘ facility operated
Governance and Ethics
independently of the Group by KPMG. The line exists for employees, contractors,
suppliers, customers or business partners to report any breaches of Xstrata’s
Ethics Business Principles, policies or prevailing legislation in confidence. A free phone
Xstrata’s Statement of Business Principles covers topics such as our commitment to number is provided for every country in which the Group has managed operations and
uphold human rights, support free enterprise and operate with the maximum calls are reported on an anonymous basis to the Global Head Internal Audit and Risk,
transparency commercially possible, as well as our prohibition of political donations who reports directly to the Audit Committee. Ethics line details are published on the
and any form of fraud, bribery or corruption. Non-managed operations in which Xstrata back page of our Statement of Business Principles and are communicated throughout
has a stake are required to have policies and practices that align with our Business the Group.
Principles. Suppliers, contractors and business partners are provided with a copy of In 2007, 17 incidents were reported through the Ethics Line. All reported incidents
Xstrata’s Business Principles before commencing work with the Group. The document were investigated. Investigations into bribery and corruption charges against two
is published in the 15 languages spoken by Xstrata employees and contractors and Xstrata Alloys employees in South Africa confirmed these allegations and led to the
forms an integral part of induction processes. The Business Principles are supported termination of the employees’ contracts. Criminal proceedings have also been
by the specific commitments, expectations and guidelines set out in our policies, initiated. Investigations into two further alleged incidents of bribery and corruption
Sustainable Development Standards and procedures. A copy of the revised Statement remain ongoing.
of Business Principles is provided in the pocket on the inside back cover of this report.
The 17 incidents reported and investigated related to:
• Bribery and corruption (8);
Bribery and corruption risks are assessed at all managed operations, including an
assessment of the identified level of country or regional risks, the policies and • Unfair and discriminatory labour practices (7);
practices of other companies operating in the region and the probity and transparency • Fraudulent practices (1);
of government, suppliers, contractors and other business partners. Each managed
operation is required to maintain appropriate controls to manage these risks. Xstrata’s • Unauthorised divulging of confidential information (1).
internal audit function tests the adequacy of management controls and reviews the
risk identification process on a quarterly basis as part of the Group’s risk management
processes. Procurement of goods and services and interaction with regulators and
government are two higher risk areas for potential bribery and corruption practices.
Eight bribery and corruption incidents were reported through the Xstrata Ethics Line in
2007 (see page 27).
1 Source: http:// www.xstrata.com/assets/pdf/x_sustainability_2007.pdf

Free enterprise
Xstrata’s Business Principles set out our commitment to support free enterprise and
compete fairly for business, with scrupulous regard for those regulations which
promote competition and protect consumers. All relevant employees are required to
complete Xstrata’s bespoke competition and fair trade web-based training programme
annually and achieve a score in excess of 70%. The programme covers all major anti-
trust and competition issues and uses simulated situations and questions to test
employees’ understanding of competition law and appropriate behaviour when dealing
with customers, competitors, trade associations, suppliers and distributors. No
breaches of Xstrata’s policies or competition law occurred in 2007 and no fines were
incurred.

274. Adecco
Sustainability Report 2004–20071 Internally developed charters and principles relevant to sustainable
performance
Governance
Adecco‘s core values are:
Mechanisms for shareholders and employees to provide recommendations to • Respect: Demonstrate respect for the rights and dignity of all people and
the Board of Directors organisations by being fair, just and compassionate.
The shareholders ’ rights are published in the Annual Report 2007, pages 160–161. • Responsibility: Take responsibility for our actions and hold ourselves and each
Adecco S.A.’s Investor Relations Department publishes its contact details and other accountable for what we say and do.
relevant publications, such as quarterly, half-year and full-year results. There is also • Honesty: Communicate in an honest way with our colleagues, associates,
an opportunity to request information and make contact on the “Investor Relations” investors, customers, suppliers, governments and the communities in which we
section of our website ( www.adecco.com). These facilities allow all shareholders to work.
approach Adecco S.A. and express their wishes and views.
• Integrity: Act with integrity by demonstrating the courage and strength of
The Group Communications Department stands as contact point for all other character to do what is right even when this is difficult or unpopular.
stakeholders (see also 4.16, pages 54–55).
Whistle-blower hotline: Employees, investors or other interested parties can report any
allegations of fraud or violations of the law, Company policy, procedure or ethical Based on these values, the Company’s Code of Business Conduct was revised in
standards of conduct by the Adecco Group or any of its employees or agents directly 2004 to include a more comprehensive set of guidelines. The code reflects the
to the Board of Directors, either by calling one increasingly multicultural business environment and the evolution of legal, financial
and regulatory requirements. This document outlines the “way we work” and Adecco’s
of the telephone numbers or writing to the address provided in the “About Adecco” > core values. The code is issued under the authority of the Board of Directors and
”Code of Conduct” section of our website (www.adecco.com). Calls and written applies to all people involved in the Company’s operations. The code is available
correspondence made to the Company or to its Board of Directors via the respective under the “About Adecco” section of our website (www.adecco.com)
telephone numbers or address will be received 24 hours a day, seven days a week,
by a third -party service provider on Adecco‘ s behalf. The Company’s Code of Business Conduct includes the following guidelines and
policies:
In accordance with instructions issued by the Corporate Governance Committee and
the Audit Committee of Adecco ‘s Board of Directors, all call reports or correspondence • Workplace conduct: mutual respect, training and career development, health,
will be forwarded to the intended Board member(s), unless they are of a trivial nature safety and the environment, use of company resources, conflicts of interest,
or otherwise not related to accounting, internal controls, auditing matters, corporate insider information and securities trading.
governance, safety, health or environmental issues, or any other significant legal or • Financial controls and reporting: internal controls, accurate reporting.
ethical issues relating to Adecco.
• Commercial practices: anti-trust and fair competition, contracting,
1Source: http:// www.adecco.com/AboutAdecco/Documents/Publications/1.10_adecco_sr_2004_2007_ang.pdf

confidential information and privacy rights, gifts and entertainment, intellectual suspect, or think there is the potential for, a violation of the law, including incidents of
property, anti-corruption, records management. corruption. To date, we are not aware of any incidents of corruption.
• Political activities and government relations: political activities and contributions,
government relations.
• Reporting issues and concerns: What to do in the case of a reasonable belief of
Code of business conduct 1
the existence of a known, suspected or potential violation of the law, this code or
any Company policy.
Commercial Practices
Anti-Corruption Laws
An environmental policy was adopted by the Board of Directors on September 6, 2004
(see also page 33). Laws have been enacted in many countries around the world to substantially reduce
the cost to business imposed by corrupt governments and government officials. Over
Society 30 nations are now party to the “Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions.” This convention obliges all party
SO2 Business units analysed for risks related to corruption nations to adopt laws to prohibit bribery of foreign officials and punish those who offer
Our internal auditors seek to proactively identify risks and evaluate controls, or accept such bribes. In addition, over 129 countries are participating in the
encompassing all business units. Fraud is always a consideration when conducting development and implementation of a United Nations Convention Against Corruption.
the annual risk assessments or when reviewing control procedures each year. The We are committed to complying with all anticorruption laws to ensure that our global
risk area related to corruption is included as part of any fraud analysis. business operations are conducted lawfully and honestly and are free of the influence
SO3 Percentage of employees trained in organisation’s anti-corruption policies of corruption. You should contact a member of the Legal Department if you have any
and procedures questions about anticorruption laws and how they affect your business activities.
To date, 78% of our employees have completed and passed a related online training Gifts and Entertainment
course, which familiarises them with our Code of Business Conduct – including anti- Strong personal and institutional relationships with our customers and suppliers are
corruption policies and procedures – and tests whether they have understood them essential to our business success. At times it is appropriate to foster such
properly. relationships by exchanging modest gifts or hosting meals or entertainment for a
SO4 Actions taken in response to incidents of corruption business contact. However, we must never offer or receive gifts or entertainment that
might compromise, or even appear to compromise, ethical and legal obligations or
We are committed to complying with all anti-corruption laws to ensure that our global sound business judgment.
business operations are carried out lawfully and honestly, and are free of the influence
of corruption. Our colleagues are advised that a report must be made if they know of,
1 Source: http://www.adecco.com/AboutAdecco/CodeOfConduct/Documents/ Code_of_conduct.pdf

Sometimes it may be difficult to know whether a particular gift or offer of entertainment • Contact the Functionally Responsible Department.
is appropriate under the circumstances. All Colleagues who give or receive gifts or
Review the matter with the manager of the department that is responsible for the
entertainment in the course of performing their jobs should carefully read and
area of concern. Each such department is staffed with experts in various fields
understand the Company’s Gift & Entertainment Policy. Generally, any doubt about
that may be able to assist you in quickly resolving your issue.
the appropriateness of a gift or entertainment can be resolved by consulting the
Company Policy and discussing the situation with your manager. • Contact the Legal Department.
If after considering these issues and discussing them with your manager, you still are The Legal Department is staffed with professionals trained in the law. There is no
uncertain about the appropriateness of a particular gift or entertainment, contact a legal question that cannot be answered either directly by our Legal Department or
member of the Legal Department or the Compliance & Ethics Office for advice. through the use of outside experts that the Legal Department works with.
Reporting Issues and Concerns • Contact the Human Resources Department.
Like the person standing watch on a ship, when we see one of our Colleagues A significant part of the Human Resources Department’s mission is to assist
intentionally or inadvertently acting inconsistently with the Code, Company policy or Colleagues and Associates with issues relating to their working conditions. They
our Core Values, we owe a duty to that person, ourselves and everyone at Adecco are there to ensure you have a place to seek help if you or others are not being
Group to prevent, correct or report such actions. Failure to do so may result in treated fairly.
significant harm to all of us, and the Company.
• Contact the Adecco Compliance & Ethics Department works with. (“ACE”) Line.
If you ever have a reasonable belief of the existence of a known, suspected or
If you feel uncomfortable contacting any of the resources listed above, do not
potential violation of the law, this Code or any Company policy, then you must act by
hesitate to call the ACE Line. If you choose to call the ACE Line, a trained
taking one of the following steps:
person, from a company independent of Adecco Group, will take your call at any
• Do Your Best To Prevent the Problem. time — 24 hours a day, 7 days a week. When you call, you may give your name
or may remain anonymous. If you choose not to give your name when you call,
If possible, talk directly with the colleague or associate involved to stop them from
no attempt will be made to discover your identity except in cases where threats
taking any actions that might violate the law or company policies.
are made against the Company or individuals.
• Contact your Manager.
• Contact the Compliance and Ethics Office.
Review the matter with your manager immediately. Most issues can and should
The Compliance and Ethics Office is staffed with a group of trained professionals
be handled at this level. However, if for any reason, you do not feel comfortable
who are independent of any department or business in the company. Their
raising the issue with your manager, then report the situation to one of the other
primary mission is to foster and promote an ethical corporate culture and to
contacts listed below. You can find the telephone number and email address of
investigate and respond to misconduct. All issues reported to the Compliance and
the contact for your country on Adecco Group Net by clicking on “Reporting
Ethics Office will be handled in a confidential manner and all allegations will be
Issues and Concerns” to access the global contact lists.
taken seriously, whether you choose to identify yourself or remain anonymous.

• Access the Adecco Compliance & Ethics (“ACE”) Conduct website.

ACE Conduct is a secure website managed by a company independent of
Adecco Group. The website is available for you to enter and submit your
allegation 24 hours a day, 7 days a week. You do have the option to remain
anonymous when you submit an allegation on the website.
ACE Line staff can take calls in any language. Once you speak with an ACE Line
representative, that individual will forward your concern via email directly to Adecco
Group ’s Office of Compliance and Business Ethics.
Reports of serious violations of law or those involving Company directors or officers
will be reported directly to Adecco Group’ s Board of Directors.
If you are calling from outside the United States or Canada and do not know your
Country AT&T Access Number, you can obtain that number by logging on to:
www.usa.att.com/traveler/index.jsp. Once you have logged onto this site, select your
country and it will provide you your Country AT&T Access Number.
To call the ACE Line, dial the Country AT&T Access Number and then, when
prompted, dial 800-279-6315. An ACE Line representative will then receive your call
and be prepared to speak with you in any language you choose.
Regardless of whom you call for help, you can be sure that your concerns will be
taken seriously and addressed in a thorough and professional manner.
No adverse action will be taken against any employee for honestly reporting a legal or
ethical concern. Any Company personnel engaging in retaliatory practices against
employees who make good faith reports of potential wrongdoing wi ll be subject to
disciplinary action, including dismissal, and may also be subject to criminal
prosecution.

275. Coca-Cola
2007/2008 Sustainability Review 1 our associate Code but focuses on matters most relevant to that group.
The Code is administered and monitored by our Ethics and Compliance Committee, a
Detailed Performance Review
cross-functional senior management team that oversees all our Company ethics and
compliance programs and determines Code violations and discipline. The Ethics and
Ethics and Compliance Compliance Office (ECO) has operational responsibility for education, consultation,
• More than 20,000 associates completed more than 30,000 in-person and web- monitoring and assessment related to the Code and compliance issues. Associates
based Ethics and Compliance training sessions from August 2007 through June worldwide receive a variety of ethics and compliance training courses administered by
2008. All associates will receive in-person Code of Business Conduct training in the ECO. Regular monitoring and audits of our business operations ensure
2008. compliance with the Code and the law. We also maintain a consistent set of high
standards around the world that governs how we investigate and handle Code issues.
• Introduced a new Code of Business Conduct for Suppliers in 2008, which is being
incorporated into all new contracts and purchase orders, to clarify ethical In 2008, we revised the Code to enhance its effectiveness, clarity and ease of use.
expectations for these business partners. Local Ethics Officers have been appointed in each of our business units to act as a
resource to associates; provide certain approvals required under the Code; and
• More than 150 associates from across the Company helped revise the steward the Company’s ethics and compliance programs locally.
Company’ s Code of Business Conduct. The new edition, which establishes Local
Officers in each business unit, is available in 29 languages and was distributed to ETHICSLINE
all associates in March 2008. EthicsLine, administered by a third party, is our information and reporting service
• As part of our comprehensive anti-corruption compliance program, we conducted through which associates, customers, suppliers and consumers of Company products
anti-bribery audits in locations spanning Company operations across nearly 100 can ask questions or raise concerns about the Code, the Workplace Rights Policy or
countries in 2007. other ethics and compliance matters. EthicsLine is available on the Internet at
www.KOethics.com or by phone toll-free via access codes listed on the website.
Translators are available, and all matters are handled with the utmost confidentiality.
Ethics and Compliance Ethics & Compliance Training
n addition to our Company’s program of regular in-person training on the Code, anti-
Code of Business Conduct
bribery, ethical leadership, and other topics, every associate with a computer receives
Our Company’ s Code of Business Conduct (the “Code”) guides our business web-based ethics and compliance training courses on a three-year cycle, selected
practices, requiring honesty and integrity in all of our business matters. All of our from more than a dozen courses based on risk factors such as geography, job
associates are required to read and understand the Code and follow its principles in function and job grade. Web-based courses include anti-bribery; competition law;
the workplace and larger community. The Code is available in 29 languages to our information protection and privacy; intellectual property and competitive intelligence;
associates and partners on our internal and external websites. Non-employee and environmental stewardship. In 2008, all associates worldwide will receive in-
Directors of the Company and our subsidiaries are bound by a Code of Business person training on the revised Code.
Conduct for Non-Employee Directors that reflects the same framework and values as
1 Source: http://www.thecoca-colacompany.com/citizenship/pdf /2007-2008_sustainability_review.pdf

Code of Business Conduct1 including cash, gifts, meals, entertainment, business opportunities, Company product,
offers of employment and more. There is no monetary threshold; any amount could be
Integrity in Dealing with Others construed as a bribe.
The U.S. Foreign Corrupt Practices Act
Dealing with Governments
Because The Coca-Cola Company is incorporated in the United States, the U.S.
The global nature of our business often requires that we interac t with officials of Foreign Corrupt Practices Act, which prohibits bribes to officials of non-U.S.
various governments around the world. Transactions with governments are covered governments, applies to all employees around the world. Consult Company legal
by special legal rules, and are not the same as conducting business with private counsel about additional local laws that may be applicable.
parties. Consult Company legal counsel to be certain that you are aware of,
understand and abide by these rules. Certain Payments May Be Acceptable
In general, do not offer anything to a government official—directly or indirectly—in A payment to a government official may be allowable under certain narrow exceptions.
return for favourable treatment. You must obtain prior approval from Company legal Obtain approval from Company legal counsel before making any such payment. In
counsel before providing anything of value to a government official. Ensure that any some circumstances, legal counsel may be able to provide blanket approvals for
such payments are properly recorded in the appropriate Company account. certain well-defined interactions with government officials. In addition, employees
should consult Public Affairs & Communication personnel responsible for government
Anti-Bribery relations to ensure that they are acting in accordance with Company policy and
Many countries, including the United States, have passed legislation criminalizing guidelines regarding government relations.
bribery of government officials. The sanctions for violating these laws can be severe, Improper Payments by Third Parties
including significant individual and corporate fines, and even imprisonment.
The Company may be held liable for bribes paid by a third party agent or consultant
Bribes Are Prohibited acting on the Company’s behalf. Take particular care when evaluating a prospective
A bribe is giving or offering to give anything of value to a government official to third party who might interact with the government on behalf of the Company. You
influence a discretionary decision. Examples of bribes include payment to a must not engage a third-party agent or consultant if there is reason to believe that the
government official to encourage a decision to award or continue business relations, agent or consultant may attempt to bribe a government official. Also, ensure that all
to influence the outcome of a government audit or inspection, or to influence tax or agents and consultants agree to abide by the Code of Business Conduct for Suppliers
other legislation. Other payments to government officials also may constitute bribes in to The Coca-Cola Company, which contains anti-bribery provisions.
some jurisdictions. Consult Company legal counsel regarding local anti-bribery laws. Refer to the Anti-Bribery Policy for more specific guidance about payments to
“Anything of Value” government officials and engaging third parties.
This phrase literally means anything that might have value to a government official, Who Are Government Officials?
• Employees of any government or government-controlled entityanywhere in the
world
1 Source: http://www.thecoca-colacompany.com/ourcompany/pdf/COBC_English.pdf

• Political parties and party officials Acceptance of gifts, meals or entertainment that exceeds the following limitations must
be approved in writing by your Local Ethics Officer.
• Candidates for political office
Gifts
• Employees of public international organizations, such as the United Nations
• Do not accept gifts in exchange for doing, or promising to do, anything for a
customer or supplier.
It is your responsibility to understand whether someone you deal with is a government
• Do not ask for gifts from a customer or supplier.
official. When in doubt, consult Company legal counsel.
• Do not accept gifts of cash or cash equivalents, such as gift cards.
Facilitating Payments
• Do not accept gifts of more than modest value. Examples of acceptable gifts
The U.S. Foreign Corrupt Practices Act allows companies to make facilitating
include a logo pen or t-shirt, or a small gift basket at holiday time.
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 • Gifts of symbolic value, such as trophies and statues that are inscribed in
or phone service. At times, such payments may be necessary to obtain these recognition of a business relationship, may be accepted.
services. Nonetheless, the Company discourages facilitating paym ents. Moreover,
• Gifts or discounts offered to a large group of employees as part of an agreement
such payments may be illegal under local law. Always consult Company legal counsel
between the Company and a customer or supplier may be accepted and used as
regarding the acceptability of any facilitating payment under local law, and ensure that
intended by the customer or supplier.
any facilitating payment is recorded properly in the Company acc ounts.
Gifts, Meals and Entertainment
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 • Do not accept meals or entertainment in exchange for doing, or promising to do,
objective business decisions in the best interest of The Coca-Cola Company. anything for a customer or supplier.
Acceptance of gifts, meals or entertainment that exceeds the following limitations must • Do not ask for meals or entertainment from a customer or supplier.
be approved in writing by your Local Ethics Officer.
• You may accept occasional meals and entertainment from customers and
Conflicts of Interest 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
Gifts, Meals and Entertainment entertainment. For example, ordinary business meals and attendance at local
sporting events generally are acceptable.
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.

Travel and Premium Events Resources

If you are invited by a customer or supplier to an event involving out-of-town travel or You have several options for raising issues and concerns. You can contact any of the
overnight stay, or to a premium event such as the Olympics, World Cup, Super Bowl
following:
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 • Your management
travel and attendance at the event.
• Company legal counsel or senior finance personnel supporting your business
Refusing Gifts, Meals and Entertainment
• In the case of potential criminal conduct, Strategic Security in Atlanta
If you are offered a gift, meal or entertainment that exceeds the limits noted above,
• Your Local Ethics Officer
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 • The Ethics & Compliance Office
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. 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.
Gifts, Meals and Entertainment for Customers and Suppliers
• EthicsLine reports can be made anonymously.
Gifts, meals and entertainment for customers and suppliers must support the
legitimate business interests of the Company and should be reasonable and • EthicsLine is available 24 hours a day, seven days a week.
appropriate under the circumstances. Always be sensitive to our customers’ and
• Translators are available.
suppliers ’ own rules on receiving gifts, meals and entertainment.
• EthicsLine reports are forwarded to the Ethics & Compliance Office.
Do not give Company stock as a gift on behalf of the Company under any
circumstances.
Acting with Integrity Around the Globe Anonymity and Confidentiality

When you make a report to the Ethics & Compliance Office or through EthicsLine, you
Raising Concerns may choose to remain anonymous, although you are encouraged to identify yourself
to facilitate communication. If you make your identity known, the Ethics & Compliance
We all have an obligation to uphold the ethical standards of The Coca-Cola Company.
Office and investigators will take every reasonable precaution to keep your identity
If you observe behavior that concerns you, or that may represent a violation of our
confidential, consistent with conducting a thorough and fair investigation. To help
Code, raise the issue promptly. Doing so will allow the Company an opportunity to
maintain confidentiality, avoid discussing these issues, or any investigation, with other
deal with the issue and correct it, ideally before it becomes a violation of law or a risk
employees. Because we strive to maintain strict confidentiality in all investigations, we
to health, security or the Company’s reputation.
may not be able to inform you of the outcome of an investigation.

Investigations
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 complete ly and honestly.
No Retaliation
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.
Addenda
Disciplinary Actions
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 em ployee’s personnel file
as part of the employee ’s permanent record.

277. CRH
CSR Report 2007 1 This new Code is being rolled out across Group subsidiaries duri ng 2008.
Employee Hotline
The Sarbanes-Oxley Act, paralleled by a provision in the UK Combined Code,
Code of Business Conduct requires the Group to put in place procedures which facilitate employee complaints, or
confidential submission of information or concerns, regarding governance, personnel,
The CRH Code of Business Conduct is applicable to all relevant Group employees accounting or auditing matters anywhere in Group companies. Provision of this hotline
and is supplemented by local codes throughout the Group’s operations. Since 2003, facility is embedded in both the previous and the new Code of Business Conduct.
this has been disseminated to all Group subsidiaries. During 2007, it was available in
12 languages to facilitate its full implementation, with the English version available on The Group has been rolling out these confidential hotlines since 2004; implementation
the Group ’s website. was delayed through legal concerns in some European countries, which have now
been resolved. Implementation is also rolled out into new countries as acquisitions are
Compliance was monitored by Group Internal Audit, and no serious breaches were completed. Calls can be made in the local language. There are procedures to ensure
reported on the hotline facility (see below). Consequently there were no serious that all calls are systematically dealt with and appropriate actions taken.
matters relating to implementation of the Code to be reported to the Audit Committee
in 2007. In 2007, there was a total of 215 hotline calls, mostly from North America. This is up
35% from 2006 and probably related to the growth of the Group. The breakdown by
In recognition of increasingly stringent legislation and stakeholder expectations, and in type is shown in the graph. All of the issues raised in the calls have either been
view of CRH’s growth into developing economies, the Board approved an updated resolved or are being dealt with. None were of sufficient gravity to report to the Audit
Code of Business Conduct (2008), now available on our website in 16 languages. Committee.
The Code addresses the following areas systematically: The Group website now lists contact details of persons to which any complaints can
• Protecting our integrity, defining its applicability and compliance reporting be made verbally or by e-mail.
requirements.
Social
• Doing our business in a responsible way, covering conflicts of interest,
competition (anti-trust) law, prevention of bribery, corruption and fraud. Dealing with our Suppliers
• Dealing with our customers, suppliers and the community, including requirements Individual operating companies source raw materials and supplies both externally and
on ethical purchasing, giving and receipt of gifts or political or charitable internally from other CRH companies. Internal sourcing arises from vertical integration
donations. and includes cement and aggregates supplied, for example, to readymixed concrete
• Treating our people with honesty and respect, also covering human rights, or concrete products producers within the Group. Competition in the downstream
employment policies, etc. markets ensures that internal sourcing remains competitive compared to alternatives.
• Managing health, safety and the environment, including policies on drugs and
alcohol.
1 Source: http:// www.investis.com/crhcorp/csrpres /CSR2007.pdf

The majority of external purchases contracts are negotiated by individual operating Code of Business Conduct1
companies. These are supplemented by centrally negotiated supplier agreements at
national, regional or product group level for products such as cement, bitumen and Doing our business in a responsible way
float glass, energy-related inputs such as natural gas, electricity and pet-coke, and
significant consumables such as grinding media, paper sacks and safety equipment. PREVENTION OF BRIBERY AND CORRUPTION
External purchasing contracts are awarded following a rigorous competitive tendering Management must ensure that transactions with third parties are carried out in
process. Decision criteria include price, quality and supplier reputation and CSR accordance with all relevant legislation.
performance. We are committed to responsible and cost-effective procurement from
our diverse supplier base. None of our major suppliers provide more than 5% of total No payment, in cash or otherwise, which could be interpreted as a bribe should ever
Group purchases and most are below 1%. be paid to, or accepted from, an individual or organisation with the express or implied
condition of gaining commercial advantage or favour accruing to the Company. Third
The CRH Code of Business Conduct contains several provisions aimed at ensuring parties include employees or agents (official or unofficial) of suppliers or customers.
that the Group conducts its business activities with its supply chain in a responsible
manner. These relate to legal compliance, use of confidential or inside information, It is also absolutely forbidden for employees of CRH to seek or accept payments or
conflicts of interest, provision or acceptance of gifts and prohibition of any form of favours for the granting of contracts, offers of employment etc.
bribe or similar inducement. These provisions have been strengthened in the new In many countries, the Group is both a direct and indirect supplier to governments.
Code of Business Conduct. Special care should be taken in dealing with governments and their related local,
Due to the local nature of our business, most of these suppliers are based in Europe regional and national agencies. No payments, or inducements of any kind, should be
or North America. Currently only a very small percentage of our purchases are made, directly or indirectly, to government employees, politicians, political parties, or
sourced from developing economies such as China, India or Latin America. Our party members for commercial or any other favour.
procurement standards are applied on a global basis. The new Code of Business
Conduct strengthens the requirement that our principal suppliers meet high standards Dealing with our customers, suppliers & the community
concerning human rights, environment and health & safety.
THE GIVING AND RECEIPT OF ENTERTAINMENT AND GIFTS
It is sometimes necessary, proper and desirable to give to or receive gifts and
entertainment from customers/suppliers. While it is not possible to set specific rules
covering every situation, generally gifts, favours and entertainment may be provided if
they:
• Are consistent with customary business practices;
• Are not excessive in value and cannot be construed as a bribe or a pay-off;
1Source: http:// www.crh.com/crhcorp/about/employeescode/english_code.pdf

• Will not embarrass the Company or the employee if publicly disclosed; in the Employee Section on the CRH website (www.crh.com).
• Are not in contravention of applicable law or ethical standards; Confidential telephone line
• do not violate our customers’ rules pertaining to such matters; CRH also operates a confidential line (“hot line”) for people who wish to use this route
as a means of raising a concern. This is an independent multi-lingual service which
• Are not in the form of cash, shares or similar instruments.
will pass your concern to the appropriate senior person for investigation. The
telephone number for this service will be available in your Company but can also be
found on the Employee Section on the CRH website.
Any doubt of the appropriateness of a gift or entertainment should be discussed with
the Company Managing Director/President. All expenditure on gifts should be Concerns relating to the Code may be made anonymously. However we would
recorded as such in the Company’s records. encourage you to disclose your name if possible as it will allow us to consult and
report back to you. If you give your name it will not be disclosed by CRH unless
Treating our people with honesty & respect required to do so by law. The use of the confidential line in some countries may be
subject to restrictions imposed by local labour and data protection laws.
RAISING A CONCERN
The Head of Internal Audit, at least annually, will prepare a report, on all concerns
Employees should, without fear of recrimination, voice their genuine concerns about raised via the confidential line to the Audit Committee of CRH. Exceptional reporting
matters which they believe violate this Code. may be necessary from time to time for more serious concerns.
There are a number of ways available to ensure that your concern is dealt with by an Company Managing Directors/Presidents shall ensure that all employees are made
appropriate person who can investigate the matter. These include the use of local aware of the existence of the confidential line and the relevant telephone number.
procedures or by contacting one of the following:
It should be stressed that this confidential line is only available for complaints which
• Your immediate supervisor are genuine breaches of the Code. Routine personnel matters such as rates of pay,
conditions of employment etc. must be dealt with at local company level.
• The Company Managing Director/President/ The HR Manager/The Finance
Manager Raising a concern – no reprisal
• The Region/Product Group Directors & Presidents The above procedures are operated in a confidential and trusting manner. There will
be no action or reprisal taken against any person reporting a genuine suspicion. CRH
• The Chief Financial Officer for the Division
will not tolerate retaliation or retribution for reporting such concerns.
• The Head of Internal Audit based at CRH plc.
The persons holding the last three positions have been specifically named as people
nominated to receive such complaints. Their names and contact details are published

Protecting our integrity
VIOLATIONS OF THE CODE

The guidelines set out in this Code apply to every individual employee taking into
account their duties and responsibilities in their employing Company. Any employee
who violates the Code may be subject to appropriate disciplinary action by the
employing Company subject to local law and agreed procedures. Where an action is
also in breach of the law the employee may be subject to prosecution under civil or
criminal law.

280. News Corp.
Standards of Business Conduct 1 Company’s General Counsel. Any expenses incurred by a Company employee in
connection with the matters discussed herein shall be accurately recorded on the
Introduction Company’s books and records.
The Company may regard any employee’s acts in violation of these Standards to be
outside the course and scope of that employee’s employment. Any employee who
shall be found to have violated these Standards may be subject to immediate Business Hospitality
disciplinary action, including reassignment, demotion or, when appropriate, dismissal. Business entertainment (including meals and transportation), gratuities and gifts,
Legal proceedings may also be commenced against such individual to recover the whether offered by Company employees or their families to third-parties or extended
amount of any improper expenditures, any other losses that the Company may have to Company employees or their families by third-parties, are permitted, provided the
incurred or other appropriate relief. Violators may also be prosecuted by public entertainment, meal or transportation provided is not lavish or excessive and the gift
officials under applicable criminal statutes. or gratuity given is of nominal value and does not consist of cash or cash equivalents
(e.g., gift certificates). Neither should exceed the bounds of good taste or customary
Conflicts Of Interest business standards in the community. Care should be exercised to ensure that any
business entertainment or gift cannot reasonably be construed by the recipient as a
Dealing With Government Officials
bribe or improper inducement. The nature of the transactions should be such that their
Employees who have dealings with government officials shall conform to the following public disclosure would not be embarrassing to the Company or the recipient. All
standards: funds expended for business entertainment and gifts must be documented accurately
and reflected in the books and records of the Company.
1. All employees who contact public officials must be familiar with the applicable
lobbying laws and public disclosure requirements, particularly those laws or Prohibited Payments – Bribery And Kickbacks
regulations pertaining to registrations or filings that must be made by the No employee of the Company shall directly or indirectly offer, give, solicit or accept
Company. any money, privilege, special benefit, gift, or other item of value for the purpose of
2. No payment shall be made to, or for the benefit of, any public official in order to obtaining, retaining or directing business, or bestowing or receiving any kind of special
induce or entice such official to: enact, defeat or violate any law or regulation for or favored treatment for the Company. The Company does not permit or condone the
the Company’ s benefit; influence any official act; or obtain any favorable action by use or receipt of bribes, kickbacks, or any other illegal or improper payments or
a governmental agency or official on behalf of the Company. transfers in the transaction of its business. The use of any outside consultant,
attorney, accountant, or agent in any manner or for any purpose that would be
3. Social amenities, entertainment and other courtesies may be extended to contrary to this prohibition will not be permitted.
government officials or employees only to the extent appropriate and reasonable
under applicable laws and customs. Gifts of greater than nominal value to, or Business Dealings Outside The United States
lavish entertainment of, public officials are prohibited. No gifts in the form of cash, The Foreign Corrupt Practices Act (the "Act") prohibits a U.S. citizen from engaging in
stock or other similar consideration shall be given, regardless of amount. Any gift certain types of activities while conducting business outside the United States. In
about which an employee is uncertain should not be made without the prior
written approval of the
1 Source: http://www.newscorp.com/corp_gov/StdBusinessConduct.pdf

accordance with the provisions of the Act, no director, officer, employee, or agent of a process for accepting and handling all complaints concerning accounting, internal
the Company shall give or offer to give, directly or indirectly, anything of value to any accounting controls and auditing matters, we have recently changed our process. This
foreign official (including an official of any political party or candidate for any political section describes the program approved by the Board of Directors of the Company
office) for the purpose of: and its Audit Committee and broadly defines certain critical duties and responsibilities.
It is intended as a tool to prevent or mitigate the effect of improper or ill-advised
• Influencing any act or decision of the recipient in his or her official capacity;
behavior, enhance the Company’s reputation and boost public trust in our business.
• Inducing the recipient to use his or her influence to affect any act or decision of This policy shall be disseminated as required by law.
any foreign government; or
The Company has established News Corporation’s Alertline and Alertline Website to
• Inducing the recipient to do or omit to do any act in violation of the lawful duty of formalize a procedure for the reporting of complaints regarding:
such person.
• The Company’s accounting, internal accounting controls and auditing matters; or
• Notification to the Company of any suspected unethical or illegal conduct or
The Act provides that an individual may be fined up to $100,000 and imprisoned for up violation of any laws or the Company’s Standards of Business Conduct.
to five years for violations of the Act. In addition, the Company is subject to substantial
monetary penalties for violations of the Act by its employees or agents and is
prohibited from directly or indirectly paying the monetary fines imposed on individual News Corporation’s General Counsel (“the Group General Counsel”) is the executive
violators of the law. Modest gratuities and tips may be paid solely for the purpose of responsible for overseeing the investigation and reporting of complaints on matters
expediting or securing the performance of a routine action required to be taken by covered by the Sarbanes-Oxley Act to the Company’s Audit Committee regarding
foreign governmental officials, representatives of customers or suppliers or other accounting, internal accounting controls and auditing issues and violations of certain
persons whose duties are essentially ministerial or clerical in nature. However, such federal and state laws.
payments may not be made if in violation of local law or to influence a foreign official
The Company has designated a Chief Compliance and Ethics Officer who is
or other person to make a decision that the individual is not required to make, such as
responsible for overseeing the ethics program and business conduct matters brought
any decision whether, or on what terms, to award new business to or to continue
to the Company’s attention from external and internal sources, principally through the
business with a particular party. Any expenses incurred by a Company employee in
Alertline and the Alertline Website. The Ethics Officer will report to the Group General
connection with the matters discussed herein shall be accurately recorded on the
Counsel.
Company’s books and records.
Alertline and the Alertline Website are available to assist all employees as well as
Procedure For Receipt And Investigation Of Complaints
vendors, suppliers, customers and others, when reporting any perceived violation of
The Company is committed to honest and ethical conduct in all our business activities. Company policy and foreign, federal, state and local laws or regulations. Calls to the
Our Standards of Business Conduct, including a long-established complaint process, Alertline and reports on the Alertline Website can be made on an anonymous basis
embodies the Company’s values and is the backbone of the Company’s ethics and employees who report alleged wrongdoing based on a reasonable belief or who
program. To ensure compliance with the Sarbanes-Oxley Act of 2002, which requires

participate in an investigation will be protected from retaliation. Complaints regarding

accounting, internal accounting controls and auditing issues that involve senior
executives of the Company will, in addition to being submitted to the Group General
Counsel, be submitted directly to the Chairman of the Company’s Audit Committee.
Complaints by employees regarding workplace discrimination or harassment must
also be reported to a manager in the Human Resources Department or an attorney in
the Legal Department and will be handled in accordance with the Company’s policies
prohibiting discrimination and harassment set forth in Section IV herein.
A dedicated domestic/international toll -free Alertline telephone number has been
established for this purpose. The Alertline telephone number is:
• 866-480-6129
The Alertline may be called any time, day or night, as it is available 24 hours a
day, 365 days a year. Translation services are available through Alertline on
request.
The Alertline Website is accessible at:

• https://www.compliance-helpline.com/welcomepagenewscorp.jsp
Reports on the Alertline Website are also accepted anonymously. However,

anonymity may limit the investigator’s ability to fully investigate a given concern. The
Company, therefore, encourages employees to identify themselves and provide a
detailed complaint in order to facilitate an effective investigation.
All employees of News Corporation companies are encouraged to use the News
Corporation Alertline or Alertline Website to report complaints to the Company so that
they can be reviewed, investigated and resolved expeditiously.

281. BAE Systems
Corporate Responsibility Report 20071 How Our Business Works – External Governance
An external view Laws, Regulations and Sanctions
Governance All aspects of our operations are subject to applicable laws, regulations and sanctions.
These include laws governing the export of controlled goods such as the UK Export
The existence and remit of the CR Committee is commendable. BAE Systems’ Control Act, the US International Traffic in Arms Regulations and laws implementing
numerous other audit bodies and processes show its commitment to developing and the OECD Anti-Bribery Convention and the US Foreign Corrupt Practices Act.
upholding global standards. It is less clear how each of these elements relates to one
another. Clarity is needed to provide reassurance that they are integrated and fit for Ethics
purpose.
It is not clear how senior responsibilities cascade to staff. For example, why is it that Our approach to ethics
only executive remuneration is linked to performance on CR priority areas and not all Key elements of our approach include:
staff? We recommend that staff be engaged more effectively in performance
improvement. • Our Operational Framework, ethical principles and anti-corruption policies apply
to all employees
It is commendable that governance procedures seek to ensure employee compliance
with anti-bribery policies. But the big challenge for BAE Systems is providing greater • Ethics training for all employees and regular refresher courses for employees
understanding of the Company’s processes for preventing bribery and corruption. involved in business development and government affairs
Delivering this in its governance and reporting would show true leadership in the • Our ethics booklet and intranet site which provide up-to-date information and
industry. guidance for employees
BAE Systems uses benchmarking and engagement with external parties to help set • An independent Ethics Helpline for employees to report suspected cases of
priorities. With the exception of the Woolf Committee its engagement has been limited unethical conduct. Calls to the helpline are reviewed by senior management and
to shareholders, employees, customers and suppliers. To be a leader on a par with reported twice a year to the CR Committee
other sectors, BAE Systems should undertake a full stakeholder engagement process
to gain a wider understanding of society’s expectations. Longer term the Company • Extensive compliance and assurance processes.
should work towards setting up a broad-based Stakeholder Panel to give perspective
and challenge to policies and performance.
Business Development
Our main regions for business development (including marketing activity) are the UK,
US, Asia-Pacific, Europe and the Americas and Middle East, Africa and India.
All staff involved with business development are required to undertake a training
1Source: http://www.baesystems.com/BAEProd/groups/public/documents/bae_pu blication/bae_pdf_cr_crreport2007vii.pdf

course on the prevention of corruption, with refresher training every two years. Over Transparency
5,500 employees have undertaken this training since 2001. Training is tracked to
We place a high value on our reputation and the trust our stakeholders have in our
helpensure compliance.
Company. We want them to continue to be confident that BAE Systems is a well
The use of advisers is part of normal business practice for most industries. We work managed company with rigorous standards of ethical business conduct.
with advisers and specialist consultants who provide knowledge o f the local defence
In countries such as the US, the general public perception of the defence industry is
procurement process and regulatory, financial and cultural support.
positive. In other countries, such as the UK, views are more mixed – trust in the
Our Advisers Policy governs the selection, assessment, appointment, renewal and industry is lower and media coverage is more negative in tone.
ongoing management of relationships with advisers. We are aware that some external
Because our business directly relates to matters of national security, transparency can
stakeholders perceive working with third parties as a potential route to corrupt
be difficult for our sector. In addition, legal reasons prevent us from commenting on
practice. We rigorously apply our policies to prevent this and protect both our own
official investigations. But openness about our business practices is the best way to
reputation and that of those we work with.
maintain stakeholder confidence and counter perceptions that our sector is prone to
Payment terms are reviewed by our compliance teams on a regular basis to confirm corruption. We recognise that we need to provide facts and information on how the
that remuneration to advisers is proportionate to the services carried out. We also industry actually operates and evidence on how our ethical standards are applied in
confirm that advisers are operating in line with our standards and that there continues practice.
to be a genuine business need for retaining their services.
Ethics training
We continued to roll out ethical awareness training to employees worldwide through
brochures, online training, DVDs and classroom sessions. At the end of 2007 training
had been completed in the UK, US, South Africa and Australia. Our ethics DVD and
online training have been translated into Arabic and roll out is underway in Saudi
Arabia. A Swedish translation has been developed and will be introduced in 2008.
Ethics helpline
In 2007, we received 327 calls to our ethics helplines and email addresses.
Disciplinary action
260 employees were dismissed for reasons relating to unethical b ehaviour. Reasons
for dismissal included misuse of Company IT, fraud, inaccurate labour charging and
threatening behaviour. More detail is available in our data file on page 24.

CODE OF CONDUCT 1 Our responsibilities under this Code of Conduct
Our workplace responsibilities Compliance with the Code of Conduct
Bribery, gifts and entertainment
Who can I talk to if I have a query or concern?
1 Source: http://www.baesystems.com/BAEProd/groups/public/documents/bae_publication/bae_pdf_759of003_001.pdf

1 Source: http://www.baesystems.com/BAEProd/groups/public/documents/bae_publication/bae_pdf_759of003_001.pdf

285. Mitsubishi Heavy Industries
Corporate Social Responsibility Report 2008 1 Formulating the company’s own guidelines for preventing bribery involving
foreign civil servants
Compliance
In accordance with the Unfair Competition Prevention Law and applicable laws and
regulations in other countries, MHI has operated under the basic policy of never
Compliance Awareness Survey attempting to bribe a civil servant of a foreign country to obtain an improper
The Compliance Committee has conducted surveys on compliance awareness every advantage. The MHI Compliance Guidelines also prohibit improper business dealings
year since fiscal 2004 to determine the extent to which various initiatives have that run counter to the spirit of compliance. In conjunction with these aims, the
changed the awareness of compliance among the company’s employees and company established a Guideline for the Prevention of Bribery Involving Foreign Civil
influenced their everyday behavior. Servants in April 2005. This guideline explains the content of the Unfair Competition
Prevention Law and the company’s basic stance.
In fiscal 2007, a questionnaire was sent to 9,831 employees (a random sample
consisting of approximately 30% of all employees) of whom 7,497 (76.3%) responded. In addition, an English version of this guideline, as well as the Guidelines to Prevent
About 95% of respondents answered that they were aware of compliance, enabling us Bribery of Foreign Public Officials released by the Ministry of Economy, Trade and
to confirm that the awareness of compliance was at high level. Industry, and other documents have been posted on the Intranet so that all those
involved in the company will be able to act properly in the course of conducting
Furthermore, indicators for “level of compliance awareness,” “violation potential,” business overseas.
“recognition of the MHI Compliance Guidelines,” and “workplace environment
regarding compliance” have either improved over the previous year or remained One representative from each company, works and department appointed to be
constant. We believe this indicates steady progress in our compliance promotion in charge of promotion
efforts. The company set up a Compliance Committee in May 2001 to promote fair and
Operation of the contact point for reporting and consultation sincere business activities in compliance with laws and social norms. The committee
is chaired by the Director in charge of compliance and its members are general
In June 2001 MHI established a Hot Line as a special contact point in the Compliance managers of the related departments, business managers of headquarters and
Committee for reporting and consultation, enabling the company to detect and correct divisions, and deputy managers of divisions in charge of managerial matters, branch
at an early stage any unlawful or inappropriate activity. managers, and deputy general managers in charge of managerial matters of works.
The number of submissions has increased since the service became available. We Meeting twice a year, the committee’s activities include deliberating company-wide
believe this is the result of expanding its use to group companies as well as the compliance promotion plans, reviewing the status of submissions to the Special
elevated awareness of compliance among employees. The Compliance Committee Contact Point and compliance training.
quickly investigates each report and effectively addresses these issues. The company In April 2006, Departmental Compliance Committees were established in all
fully protects those who submit letters to ensure they are not treated unfavorably as a departments of the company. Members of the Compliance Committee chair the
result of having provided this information. respective committees that implement compliance measures in the respective
departments.
1 Source: http://www.mhi.co.jp/en/csr/csrreport/contents/library/pdf/csrreport_2008.pdf

Compliance Liaison Conferences and Departmental Compliance Committees were set

up in April 2006. Compliance Committees were also established in each Group
company to conduct voluntary compliance promotion activities, and the Compliance
Liaison Conferences regularly convenes, understanding the importance of maintaining
an ongoing exchange of information among Group companies.

289. L.M. Ericsson
ERICSSON CORPORATE RESPONSIBILITY REPORT 20071 Anti-corruption
Governance As an extension of the Code of Business Ethics and Code of Conduct, Ericsson has
focused on employee awareness and understanding of their responsibilities to uphold
Transparent and accountable governance and management of the company are our anti-corruption commitments. Ericsson operates in a large number of countries
cornerstones of corporate responsibility. Ericsson is committed to running a with different rules and regulations. Globally we strive to raise employee awareness of
responsible and ethical business. the importance of not engaging in corruptive behavior, and to have clear global
The Ericsson Group Management System includes policies and directives, guidelines. The key messages we express to our employees are:
organization and delegation of authority, standardized processes, employee • "Accepted business practice” or “everybody is doing it” are never excuses.
performance reviews and a commitment to operational excellence, which all work
together to ensure transparency and accountability. The Corporate Governance • Corruption is never of benefit to Ericsson.
Report is appended to the Ericsson Annual Report 2007 and provides details of how • Practically anything of value can potentially constitute a bribe depending on the
Ericsson operates in accordance with applicable legislation and listing requirements. circumstances.
Ericsson’s Code of Conduct and Code of Business Ethics guide and shape our day-to- • Benefits should be addressed to the company and not to an individual employee.
day behavior and give clear guidelines in working with suppliers, colleagues and
partners within and outside Ericsson. Ericsson’s Code of Conduct is our commitment • No deal is big enough when brand value is at stake.
to our employees and our supply chain, and it is based on the United Nations Global • Whenever in doubt, always seek advice.
Compact principles that are designed to safeguard human rights, promote fair and
safe labor conditions, environmental management and high ethical standards.
Ericsson’s Code of Business Ethics covers fundamental corporate principles such as
treating employees with respect, safeguarding human rights and the environment, We have run workshops, training sessions and an e-learning program with our
dealing with conflicts of interest, proper use of company assets, and our obligations as businesses around the world to raise understanding and develop the tools and
responsible corporate citizens. It includes a whistleblower procedure for employees to resources needed to roll out the anti-corruption message to employees. The
raise their concerns about questionable accounting or auditing matters, anonymously objectives of the course are for employees to:
if necessary.
• understand the importance of not engaging in corruptive behavior.
Incidents are reported to the Audit Committee of the Board of Directors. There were
no material incidents reported for 2007. All Ericsson employees are periodically • identify potentially questionable situations.
required to acknowledge they have read and understood the Code of Business Ethics. • determine acceptable behavior and so take responsibility for their actions.
• escalate issues internally when necessary.
1 Source: http://www.ericsson.com/ericsson/corporate_responsibility/doc/cr07/Ericsson_CRR_2007.pdf

37,000 established procedure. Managers are expected to seriously address the issue and
work to ensure a satisfactory resolution in alignment with our Group ethics and values
In 2007, 37,000 employees took part in anti -corruption training, which is ongoing. The
and with any local statutory or regulatory obligations.
target for 2008 is that all employees will complete the training.
Concerns regarding questionable accounting or auditing matters, including alleged
All of the Market Units have completed the course with a participation rate close to
violations in relation to accounting, internal accounting controls and auditing matters
100 percent.
conducted by those who are in relevant positions of accounting or auditing
management oversight, may also be reported in accordance with the whistleblower
procedure found at Reporting Violations on Inside.
Ericsson will not accept any discrimination of or retaliation against employees for
CODE OF BUSINESS ETHICS1
having in good faith reported alleged violations.
Dealing with conflicts of interest Our responsibility for compliance
Each of us is required to review and follow this Code, as well as to comply with all
Gifts, benefits, reimbursements and entertainment
applicable laws and Ericsson’s Group policies and directives. Failure to do so may
An Ericsson employee may not offer or accept gifts, benefits, reimbursements or result in civil and criminal liability and may result in disciplinary actions including
entertainment to or from a third party that would constitute a violation of laws or that termination of employment.
could affect, or appear to affect, the professional judgment in the performance of the We place additional responsibilities on our managers. They must, through their
respective work or duties for Ericsson or a third party. actions, demonstrate the importance of compliance. Leading by example is critical, as
Bribes, kickbacks, etc. is being available for employees who have ethical questions or wish to report possible
violations.
No one may, directly or indirectly, demand or accept, offer or give any kind of bribe,
kickback or any other unlawful or unethical benefit to employees or other Managers must ensure that this Code is enforced through appropriate disciplinary
representatives or associates of Ericsson or any third party. An y such offer or measures. Managers may not turn a blind eye toward unethical conduct.
proposed arrangement must be reported immediately to Group management. Waivers of this Code of Business Ethics may be granted on a case-by-case basis but
Reporting violations only in extraordinary circumstances. Waivers of this Code for employees may be
made only by a member of the Group Management Team. Any waiver of this Code for
You are encouraged to report any conduct that you believe, in good faith, to be a our directors, CEO or other senior officers with financial reporting responsibilities may
violation of laws or the Code of Business Ethics to your manager or in accordance be made only by our Board of Directors or the appropriate committee of our Board of
with locally established procedure. If your manager is involved in the situation that you Directors.
wish to report or cannot or has not adequately addressed your concerns, you are
requested to report to a manager of higher rank or in accordance with locally
1 Source: http://www.ericsson.com/ericsson/corporate_responsibility/doc/code_business_ethics.pdf

290. Hindustan Petroleum
Commitment to Global Compact: Communication on Progress at Hindustan

Petroleum Corporation Ltd. 1
The organisation should work against corruption in all its forms, including
extortion and bribery
• The organisation has adopted Conduct, Discipline and Appeal rules for
Management employees and certified Standing Orders for Non-management
employees that bar acceptance of bribes and describe it as a misconduct.
• Checks and measures are in-built in the organisational system that help in
preventing corruption.
• Numerous training programmes and workshops are held for disseminating
knowledge about organisational system, as also for checking corruption.
• Having a full-fledged set up of Vigilance Department in the organization to help in
preventing corruption.
An employee violating the code of conduct and ethics is subjected to investigation and
appropriate action is initiated against him based on result of investigation.
1 Source: http://www.unglobalcompact.org/data/ungc_cops_resources/7EB4BE44-6751-426E-85D9-B7B7C17973F1/COP.doc

291. Aetna
Code of Conduct 1 conflicts of interest or other issues as needed
Introduction
All employees, officers and directors of Aetna must perform their Aetna responsibilities We know that things change. If you have a new situation that may cause a real or
in compliance with this Code of Conduct, applicable laws and company policies. If you apparent conflict of interest, discuss it with your manager or compliance officer right
become aware of a compliance violation related to any of these, or a business away. If you are a director, discuss it with the Corporate Secretary or General
conduct or integrity problem, you must report it right away. If you are ever in doubt Counsel. Also, you may need to update your disclosure on your acknowledgment
about the right thing to do in conducting Aetna business, ask for help. form.
For over 150 years, Aetna has had a reputation for integrity and reliability. Central to Raising concerns and seeking advice
this reputation is the way in which we conduct business. Aetna employees, officers If you are aware of any compliance violation or business conduct and integrity
and directors are expected to perform their Aetna duties in line with the standards of problem, or if you suspect one, you must report it right away. Ask for help if you don’t
ethics and business practices embodied within this Code of Conduct. The Code of know what to do. We have resources, including our Ethical Decision-Making
Conduct guides our day-to-day actions and provides us with a set of unifying Framework, that can help you and Aetna:
principles that help us maintain our high standards of business conduct and integrity.
• Do the right thing
Required Business Conduct and Integrity training and acknowledgm ent
• Work in a way that preserves our reputation
To help you understand our Code of Conduct and our expected standards of business
conduct and integrity, every new employee, officer and director must take Business If you are a director, you can raise issues and get guidance from Aetna’s Corporate
Conduct and Integrity training. Also, you must read this Code. When you are done, Secretary or General Counsel. If you are an employee or officer, turn to your
you must complete an acknowledgment form (available on our intranet site or from manager. His or her business experience may help you make the right choice. For
Aetna Compliance) to: workplace and employment issues, someone in human resources may be the right
person to answer your questions. It is always wise to see your compliance officer or
• Confirm that you have read and do understand the Code, that you are complying internal legal counsel to raise concerns or get help with issues related to business
with the Code and other key Aetna policies, and that you will continue to comply conduct, integrity or compliance.
• Disclose possible conflicts of interest and raise concerns you may have about You can also ask for help or report a violation or problem by calling the Aetna
possible conflicts or Code violations AlertLine® toll free at 1-888-891-8910 in the U.S. It is open around the clock, every
day of the year and you can call anonymously. Or, you can write to Corporate
Compliance at P.O. Box 370205, West Hartford, CT 06137-0205 USA. Our contracted
Every year you are affiliated with Aetna, you must complete: providers and suppliers can use these same avenues to report possible violations or
• Business Conduct and Integrity training, and business conduct and integrity concerns.
• Your acknowledgment form, including updating your disclosure of possible
1 Source: http://www.aetna.com/governance/assets/code.pdf

The Audit Committee of our Board of Directors or the Chairman of the Audit Disciplinary action
Committee, in consultation with the Chief Compliance Officer, Corporate Secretary or
If you are an employee or officer, you may be disciplined, including loss of your Aetna
General Counsel, will review any complaints or concerns about our accounting,
job, if you:
internal accounting controls or auditing matters.
• Do not follow this Code or other Aetna policies
Outside of the U.S., dial the AT&T Direct access code for the country you are calling
from followed by 888-891-8910. AT&T Direct access codes can be found at • Break any laws or regulations that apply to Aetna
http://www.usa.att.com/traveler/index.jsp or by contacting your local operator.
• Tell an employee to break the Code, an Aetna policy, a law or a regulation
Confidentiality and non-retaliation policy
• Do not share information or provide false information about a violation of the
We will do our best to guard your privacy to the extent possible if you report a Code, a law or a regulation
violation, raise a concern or are involved in a complaint or investigation.
• Retaliate against another employee who reports a suspected violation of the
Aetna prohibits retaliating against someone because he or she in good faith: Code, a law or a regulation, or who cooperates or helps with an investigation of a
possible violation
• Makes a complaint or reports a violation
• Cooperates or helps with an investigation
If you manage a person who commits a violation and the investigation shows that you
• Gives information about a breach of federal or state law or Aetna policy
ignored the Code or a law or regulation, you also may be disciplined, including loss of
your Aetna job. See the Workplace Policies section in AccessHR for more information.
This is true whether the person raises the concern to, or cooperates with, Aetna or Conflicts of interest
any law enforcement or other government agency. If a violation is found, appropriate
corrective actions will be taken, including disciplining those involved, as warranted.
Giving or accepting gifts
For more information on discipline, see the Disciplinary action section of this
Introduction. It is important that gifts or promotional items exchanged in the normal course of
business be appropriate. You should generally neither give nor receive expensive gifts
If you report concerns about fraud, waste or abuse related to potential false or
or other benefits. Never accept or give gifts of cash or cash equivalents (such as gift
fraudulent claims for payment from the government, you may also have the right to
certificates). You may accept or give occasional, inexpensive gifts or promotional
employment protections under the federal False Claims Act and si milar state or other
items (such as t-shirts, mugs, and other logo items) if doing so is
applicable local laws. See your compliance officer or internal legal counsel for more
information on:
• These laws and protections
• Aetna policies and procedures for detecting and preventing fraud, waste and
abuse in government health care programs

legal and the gift is neither intended nor likely to be perceive d by others as an attempt Discounts and preferential treatment
to influence business decisions. Any gifts given must be accurately disclosed in the
You must not accept a discount or preferential treatment that you know is offered to
appropriate expense report. It could be unlawful to offer any gift, travel expense,
you because of your position at Aetna, except for discounts that are offered to all
entertainment or meal, regardless of the cost, to a person who works for a federal,
Aetna employees. If you use an Aetna supplier or contractor for personal purposes,
state or local government entity. See Statement 6 of this Code for more detail.
you must pay full market value for the services and materials.
If you are offered or receive an expensive or inappropriate gift, politely refuse by
explaining Aetna’s policy on accepting gifts. Ask your compliance officer for help if you Record keeping and use of Aetna property and resources
are unsure about a gift offered to you.
Bribes and other illegal payments
Travel, entertainment and honorarium
You must not make or approve:
Aetna pays for your business travel costs as permitted by Aetna’s Travel and
Entertainment Reimbursement Policy. These costs generally should not be paid for by • Bribes
others. You may accept meals or entertainment included for all attendees during
• Payment for illegal activity
conferences and similar meetings. You may also occasionally accept meals or
entertainment offered in conjunction with meetings to discuss Aetna business. Do not • Use of Aetna property or resources in a way that creates a conflict of interest or is
accept such offers if they are lavish or expensive or if they are likely to be perceived against the law. See Statement 1 for guidance on giving gifts
by others as an attempt to influence your business decisions. Consult with your
compliance officer if you have questions.
Foreign payments
Aetna will pay for business related entertainment provided to others if permitted by law
and Aetna’s Travel and Expense Reimbursement Policy. It could be unlawful to offer You must comply with the U.S. Foreign Corrupt Practices Act. It makes it illegal for
any travel expense, entertainment or meal, regardless of the cost, to a person who U.S. companies to win, retain or direct business by offering, paying or approving
works for a federal, state or local government entity. See State ment 6 of this Code for payments to foreign government workers, political parties and their officials, and
more detail. political candidates. In many cases, the Act also applies to foreign subsidiaries of U.S.
companies.
You may not be paid (often referred to as an “honorarium”) by others for participating
in activities, professional forums or surveys that are related to Aetna or our business Business and trade practices
interests. If you are on a professional committee or make a platform speech, you
You are expected to obey all laws and regulations that apply to Aetna’s business and
generally may accept the event sponsor’s offer to pay reasonable travel costs as long
to follow all company policies. You must be honest and act with integrity in all of your
as other committee members or speakers who are not Aetna employees are treated
Aetna business dealings.
equally.
Our businesses must comply with many federal, state and local laws, regulations and
rules. How well we comply is often tested through state market conduct exams and
other regulatory requests for information.

Also, our products and services are primarily contractual promises. As we strive to obtained by another person
outperform our competition, we will do so honestly, fairly and with integrity. We will
• Do not ask or permit a past or present employee of another company to
deal fairly with our customers, providers, suppliers and others with whom we do
improperly disclose confidential information about that company
business.
• Do not discuss or share sensitive competitive information (for example, relating to
Here are some key guidelines that you must follow in conducting Aetna business:
pricing or market share) with representatives of other companies or industry and
• You must not break any law or regulation, including unfair trade or insurance trade associations. You may do so only if your manager, in consultation with
practices laws internal legal counsel or your compliance officer, has given you approval to do so.
• You should consult with internal legal counsel on any matter relating to actual or • Do not take part in industry or trade associations unless your manager, after
potential noncompliance with any law or regulation or any of Aetna’s contractual talking with internal legal counsel or your compliance officer, approves it
commitments
• You must not be part of any conduct or sales practice that is intended to mislead,
manipulate, or take unfair advantage of anyone, or misrepresent Aetna products, Government contracts
services, contract terms or policies to a customer, member, provider, supplier or
regulator. If you do so by mistake, talk to your manager, internal legal counsel or Federal government contracts
compliance officer. Then, correct it as soon as you can.
Aetna must follow special rules when we contract with the U.S. federal government,
• You must neither make, approve nor accept bribes, kickbacks or illegal payments including:
• Do not agree with representatives of a competing company, or with others, to be • Employees and officers, and our subcontractors and providers as appropriate,
part of these or any other practices that may illegally restrain competition: must follow the laws, rules, regulations and requirements of contractor conduct in
the Federal Employees Health Benefits Program (FEHBP), Medicaid and
- fixing prices
Medicare and other government programs. This includes our Medicare
- allocating or dividing markets or customers Advantage and Medicare Part D programs. If you are an employee or officer and
you do not follow these rules, you may be disciplined, including possible loss of
- boycotting or refusing to deal with competitors, customers or suppliers
your Aetna job. If you are a subcontractor or a provider and you do not follow
• You must know and follow our Records Retention and Management Policy. Never these rules, you may lose your contract with Aetna.
destroy, change or falsify a document that could be relevant to an anticipated or
• You must follow the rules on recruiting and hiring current or former federal
pending lawsuit or investigation. Meet with and follow the direction of internal
workers. Your internal legal counsel must give approval before you talk to such
legal counsel on these issues.
individuals about working at Aetna.
• Do not get confidential information from others in a way that is not proper
• You must let internal legal counsel or a compliance officer know
• You must not accept, keep or use trade secret information that was improperly

right away if you have been debarred, excluded or suspended from working with
any government sponsored program. This includes Medicare and Medicaid. If you
are a director, you must let the Corporate Secretary or General Counsel know.
You must also tell them if you know of any other reason why you might not be
permitted to perform work related directly or indirectly to a government sponsored
program, or if you know of anyone who works or is affiliated with us who is in this
situation.
• You must not give or accept “kickbacks” or “rebates” (that is, anything of value) in
connection with a government contract.
• You must not use money paid to Aetna from a federal government contract
(referred to as “appropriated funds”) for lobbying activity that is focused on
influencing federal officials and personnel in connection with the awarding of any
federal contract, loan or other business. This same ban on appropriated funds is
often adopted by state and local governments with respect to state or local
government business.
• You must follow all laws and regulations that apply in the countries where Aetna
does business. Do not make any payment that is in violation of the U.S. Foreign
Corrupt Practices Act. Statement 2 has more information on our duties under this
Act.
• If your job includes working with federal contracts, you must follow the federal
privacy laws and regulations that apply to the federal agency that maintains the
contract.
• Be accurate and complete when you represent, certify, negotiate or work with a
federal government contract. You must give the federal government cost, pricing
and other required data that is current, complete and accurate. You and Aetna
may be liable for false, incomplete or misleading:
- proposals, quotes and rates,
- reconciliations,
- certifications, or
- other documents and statements

292. Flextronics International
Corporate Code of Business Conduct and Ethics1 CONDUCTING FLEXTRONIC’S BUSINESS IN COMPLIANCE WITH LAWS
ANTICORRUPTION LAWS
PROMPT REPORTING; NON-RETALIATION
GIFTS, ENTERTAINMENT AND KICKBACKS
1 Source: http://www.flextronics.com/en/portals/0/Code%20of%20Business%20Conduct%20and%20Ethics.pdf

CORRECTIVE ACTIONS Electronic Industry Code of Conduct 1

ETHICS
To meet social responsibilities and to achieve success in the marketplace,
Participants and their agents are to uphold the highest standards of ethics including:
1) Business Integrity
The highest standards of integrity are to be expected in all business interactions.
Any and all forms of corruption, extortion and embezzlement are strictly
prohibited resulting in immediate termination and legal actions.
2) No Improper Advantage
Bribes or other means of obtaining undue or improper advantage are not to be
offered or accepted.
3) Disclosure of Information
Information regarding business activities, structure, financial situation and
performance is to be disclosed in accordance with applicable regulations and
prevailing industry practices.
4) Intellectual Property
Intellectual property rights are to be respected; transfer of technology and
knowhow is to be done in a manner that protects intellectual property rights.
5) Fair Business, Advertising and Competition
Standards of fair business, advertising and competition are to be upheld. Means
to safeguard customer information should be available.
6) Protection of Identity
Programs that ensure the protection of supplier and employee whistleblower
confidentiality are to be maintained.
1 Source: http://www.flextronics.com/en/portals/0/industry%20code%20of%20conduct.pdf

7) Community Engagement
Community engagement is encouraged to help foster social and economic
development.

293. Coles Group
CODE OF ETHICS AND CONDUCT 1 Entertainment of customers and suppliers provided (or received) should not extend
beyond a level reasonably required to maintain an arms length business relationship.
BUSINESS RELATIONS
Travel and accommodation offered by a supplier may not be accepted unless it is
unconditional or of benefit to the Group and has been approved by the Managing
Bribery
Director of the business unit concerned.
Employees and agents of Wesfarmers must not offer or accept cash or any other
incentive, inducement or reward in any form (subject to a limited exception for minor COMPLIANCE
facilitation payments in connection with routine government actions – see section 5.2
below). In particular, payments to win business or to influence a business decision in Code
the Company's favour such as bribes, 'kick-backs', secret commissions and similar All employees have a responsibility to adhere to this Code and ensure that no
payments are strictly prohibited. breaches occur. An employee who breaches the Code may face disciplinary action up
All business dealings should be accurately documented to reflect the true nature of to and including dismissal. If the situation involves a breach of law or regulation, the
the transaction. matter may also be referred to an appropriate law enforcement authority for
consideration.
Employees should take all practical steps to ensure that agents, contractors,
intermediaries or business partners do not engage in conduct on our behalf that would If, after enquiry, the Company is satisfied that a breach of the Code has occurred, the
contravene this Code. nature of the disciplinary action will be determined by the relevant management in
consultation with other appropriate sources of advice, including the Group Human
Bribes and other corrupt payments or benefits are not only a contravention of this Resources Department. The nature of the disciplinary action will depend on the
Code; offering or giving them is a criminal offence under the Australian Criminal Code, seriousness of the breach and other relevant circumstances.
the criminal laws of Australian States and the laws of most foreign countries. Liability
may extend not only to the individuals directly involved in making the payment or If an employee suspects that a breach of the Code has or will occur, he or she must
giving the benefit, but also to the company and to company directors or officers who immediately report that breach see section 9.3 below, headed "Reporting of
expressly or impliedly authorised or permitted the payment to be made or the benefit breaches".
to be given. If employees are in any doubt about the Code or its application, they should
Gifts and Gratuities immediately seek advice from their manager or the Group Human Resources
Department.
Gifts or gratuities may be accepted (or offered) only if they are of an incidental nature
and should not exceed A$150. Gifts in excess of this figure must be brought to the Reporting of breaches
attention of the Managing Director of the business concerned and unless approved by All reports will be acted upon and kept confidential. No employee will be
him or her must be returned without delay with an explanation of the Group’s policy on disadvantaged or prejudiced if he or she reports in good faith a suspected breach of a
these matters. law, regulation or the Code.
1 Source: http://www.wesfarmers.com.au/getfile.aspx?Type=document&ID=33772&ObjectType=3&ObjectID=3139

The Group has appointed Protected Disclosure Officers who are responsible for • The report is made in good faith, and the maker has reasonable grounds to
investigating reported breaches. The Protected Disclosure Officers are the people suspect that there has been a breach of the Corporations Act by the company or
holding the following positions: any of its officers or employees.
• Finance Director;
• Chief Legal Counsel; and Briefly, the protections given by the Corporations Act when these conditions are met
are:
• Company Secretary.
• The reporting person cannot be subject to legal liability for making the report.
• Anyone who victimises or threatens the person making the report is guilty of an
In the interests of confidentiality and efficiency, reports should where possible be
offence and may be liable for damages.
made directly to a Protected Disclosure Officer. However, employees may also make
reports to the appropriate business, division or company manager . Subject to the • The person receiving the report commits an offence if they disclose the
special confidentiality restrictions applying to reports involving potential Corporations substance of the report or the maker's identity, without the maker's consent, to
Act breaches (see section 10 below), reports will be referred under conditions of anyone except ASIC, the Australian Federal Police or the Australian Prudential
confidentiality to a Protected Disclosure Officer for investigation. Regulatory Authority.
BREACHES OR SUSPECTED BREACHES OF CORPORATIONS LEGISLATION -
WHISTLEBLOWER PROTECTION
The Group is committed to full compliance with these protective provisions.
The Corporations Act gives special protection to disclosures about Corporations Act Consequently, when a report involving a possible Corporations Act breach is made to
breaches, as long as certain conditions are met. These condition s are: anyone other than a Protected Disclosure Officer, the person making the report will be
asked to give consent for disclosure of the report to a Protected Disclosure Officer
• The person making the report is an officer or employee of a Group company, a
who can carry out an investigation – if necessary, with external legal assistance on a
contractor or an employee of a contractor.
confidential basis. Even where reports involving possible Corporations Act breaches
• The report is made to: are made directly to Protected Disclosure Officers, consent may be sought to permit
confidential disclosure to external legal advisers for the purposes of investigation and
- Protected Disclosure Officer;
advice.
- a director, officer or senior manager of the Group company concerned;
- the external auditor or an audit team member; or
- the Australian Securities & Investments Commission (ASIC).
• The person making the disclosure gives their name before making the report (i.e.
the report is not anonymous).

295. OMV Group
Corporate Social Responsibility Performance Report 2005/06 1 Employees

Business Ethics
CSR workshops and training sessions
Anybody who works for OMV or on its behalf must carry out his business with honesty
and integrity. Each of us is obliged to deal fairly with our employees, colleagues, During the reporting period, 854 managers and employees in the OMV Group
customers, suppliers, contractors, business associates, competing companies, including Petrom took part in CSR training sessions and workshops covering
authorities and other stakeholders. We have therefore introduced precise rules corporate culture, the importance of the UN Global Compact, human rights and
detailing ethical behaviour with regard to accepting gifts or invitations or granting them stakeholder dialogue etc. Across the Group, 312,800 hours of HSE training was given.
to third parties. There are also clear rules governing the approach to be adopted in The plan for 2007 is to fully integrate CSR into the management training. As part of
cases where there is a conflict of interests. We have recently made these rules more the Group-wide human rights and anti-corruption programme, which was initiated in
stringent, paying particular attention to combating corruption and combined them 2006, compulsory inhouse training sessions are also planned for 2007/08.
under ”Business Ethics“. The more stringent approach is reflected, in particular, in a
careful evaluation of contracts to ensure that we act honestly even in a critical
environment. This is also part of our commitment resulting from membership of the
UN Global Compact. Standards, help-lines and training sessions, in other words, the
Code of Conduct – Our Values²
entire new programme, will be rolled out throughout the Group in 2007/08.
Partners, suppliers and contractors
In this process we are guided by the principles developed by the Partnering Against
Corruption Initiative (PACI). This multi -industry, international initiative aims to counter We work in close cooperation with our partners, contractors and suppliers and
bribery and corruption throughout the world. We were advised by the internationally recognise the mutual benefits to be derived from durable relationships and reasonable
recognised Basel Institute on Governance in this internal process. terms and conditions. Even in the light of all the advantages obtainable from long-term
connections with suppliers, we avoid any agreements which might be construed as
There have been no analyses focusing specifically on the risk of corruption. However,
restricting fair competition.
whenever Internal Audit carries out an audit of the Group's companies or departments,
it is part of their remit to observe whether staff are acting with integrity and complying While we believe in using all appropriate and legitimate means to further the best
with all the associated rules of business ethics. Individual investigations are also interests of our businesses and to achieve our high levels of product and service
carried out if there are grounds for doing so. At OMV, three members of staff were quality, we are committed to irreproachable integrity in all our business relations.
dismissed for breaching internal provisions of this kind in 2005 and another staff
We take account of the sociocultural norms and business practices of our host
member was dismissed for the same reason in 2006.
countries, provided they are not at variance with our fundamental ethical principles.
The programmes to integrate Petrom also include communicating the values and We do not promise, offer, pay or accept bribes in order to obtain unethical
behaviour patterns laid down in the Code of Conduct. Loyalty and integrity featured as advantages. The remuneration our employees and agents receive is appropriate and
part of the ”Developing Petrom“ training sessions. internationally competitive and is paid exclusively for legitimate services. Gifts,
1 Source: http://www.omv.com/SecurityServlet/secure?cid=1193118904015&lang=en&swa_id=1134782031287.5163&swa_site=wps.vp.com
²Source: http://www.omv.com/SecurityServlet/secure?cid=1184681579151&lang=en&swa_id=1134782031287.5163&swa_site=wps.vp.com

hospitality and similar payments are only permissible within the limits of generally Corporate Governance & Organization 1
accepted business practice. When in doubt, our employees are required to consult
their superiors on ethically sensitive issues. Compliance Management
We undertake to demonstrably relate commissions and payments to third parties to Generally every division is responsible for compliance with laws, regulations,
legitimate business expenses, linked to the services rendered and to account for them directives, standards, contractual obligations and voluntary commitments. The
openly. We only enter into partnerships with suppliers and contractors who subscribe Corporate Compliance Officer and the organisation led by him assist the divisions in
to our values. We use our collaboration with partners, suppliers and contractors to especially sensitive matters.
embed key human rights in their business practices and to increase their awareness The Corporate Compliance Officer directly reports to the Executive Board and the
of ethical and ecological standards. Supervisory Board. He is responsible for the monitoring and implementation of
Business ethics compliance with insider rules, capital market law, anti trust law, competition law and
the OMV Business Ethics directive against corruption. Compliance with labour law is
We believe that a company’s business ethics play a major part in shaping its culture. dealt with by Human Resources Management within the Human Resources
Managing cultures means managing results. Representatives of our company must organisation.
act fairly, with integrity and in accordance with the highest ethical standards – no
matter where they are. A risk management implemented throughout the group is part of the compliance
management of OMV. Its efficiency is monitored by the auditors in a special report.
All conflicts of interest or situations where conflicts of interest could be suspected
must be disclosed. We attach particular importance to the proper handling of OMV takes measures to raise awareness and train its employees by publishing
confidential information and take precautions to prevent insider trading. We are aware directives and instructions, as well as providing personal and web-based trainings.
of the importance of good relations with our stakeholders, and we maintain these OMV set up a business ethics hotline and a web-based form, to enable employees to
contacts with care. This care includes awareness of the fact that gifts, donations and ask for advice. Additionally, the every compliance officer can be addressed by mail,
invitations, whether given or received, can be misunderstood. Fo r this reason, we telephone or personally.
handle all such situations in a transparent and accountable manner.
We respect international and local laws and abide by them. We do not tolerate bribery
or corrupt business practices in any form. When we conclude agreements with our
contractors, suppliers and consultants, we take reasonable measures to ensure that
compliance with our ethical Code of Conduct is not endangered.
Providing our employees with the means to express their concerns and to obtain
advice and assistance anonymously when ethical principles are violated is an
important instrument for ensuring that we live up to our high standards.
1 Source: http://www.omv.com/portal/01/com/kcxml/04_Sj9SPykssy0xPLMnMz0vM0Y_Qj4o3i_c1sPRw8ww1CnU08TRwCjKN93Y1AikFShn4m1oEejk6G7kauHt6-HrEG5vq
R-LXEmDp5B1q6Bji4mQS6hnqYRZv6GyAW4-vR35uqn5Qap6-t36AfkFuaES5o6MiAKDi1EE!/delta/base64xml/L3dJdyEvd0ZNQUFzQUMvNElVRS9fNl9NMDlIRklVMlVBNEkwQlI1X0tFMg!!

296. General Dynamics
Standards of Business Ethics and Conduct 1 abide by restrictions regarding the import and export of our products, information, and
technical data.
CONDUCTING OUR BUSINESS
Overseas, we can encounter unfamiliar rules, regulations, business customs,
manners, and cultures. Become familiar with other countries’ commercial practices, so
Gratuities, Gifts, and Entertainment
that we don’t embarrass our company, our business partners, or ourselves.
Commercial Customers: Gifts When conducting international business, it may be customary to accept gifts of
We compete solely on the merits of our products and services. When people substantial value. These gifts are company property. They can be purchased from the
exchange gifts in a business context, it can look as if favors were granted in order to company based on a fair assessment of value, or given to your business unit’s ethics
influence business judgment. We may provide gifts, meals, refreshments, and director for safekeeping on behalf of General Dynamics.
entertainment of reasonable value in the course of doing business with commercial The U.S. Foreign Corrupt Practices Act (“Act”) prohibits giving anything of value to a
customers or non-government personnel, provided that this practice does not conflict foreign official for the purpose of improperly influencing an official decision. It also
with our standards or the standards of the recipient’s organization. You should not prohibits unlawful political contributions to obtain or retain business overseas. Finally,
give or offer any gift if, under the circumstances, such a gift might appear to be this Act prohibits the use of false records or accounts in the conduct of foreign
improper. business. Before offering anything of value to foreign public officials, including
Receipt of Gifts payments to facilitate routine government action, get advance approval from the Legal
Department.
Generally, you should not accept meals from those with whom we do business unless
this activity serves a legitimate business purpose. You may accept small gifts that are United States export control laws and regulations, including the International Traffic in
of modest value only. Regarding the giving or receiving of gifts, you have the following Arms Regulations (“ITAR”), prohibit companies from exporting defense-related and
responsibilities: certain commercial dual-use products and technology to foreign countries or releasing
controlled technology to foreign persons, whether inside or outside of the U.S., without
• Do not offer or provide gifts when prohibited by the recipient’s rules, standards, or a license or other legal authorization. In addition, United States law prohibits (absent
policies; licenses) dealings with certain “sanctioned” or “embargoed” foreign countries,
• Avoid accepting or giving gifts above modest value when dealing with commercial governments, companies and individuals.
customers; When doing business overseas, you have the following responsibilities:
• Ensure that meals and entertainment have valid business purposes. • Keep current with the applicable United States and foreign laws governing your
work;
International Business • Know and follow the laws regarding export and import of our products, technical
data and services, including those restricting releases of technical data to foreign
We follow United States law and the laws of the countries where we do business. We persons in the United States;
1Source: http://media.corporate -ir.net/media_files/irol/85/85778/cg/bluebook.pdf

• Be careful when using international consulting services to represent our interests Employees must get advance approval from their business unit’s ethics director or
outside the United States. International consultants, sales representatives, Legal Department before offering or giving any items to foreign public officials.
distributors, and contractors must comply with General Dynamics’ standards of
Taking Action
doing business.
We are all responsible for acting ethically. We must accept and fulfill our duties to
each other.
Working With the Government
Our Company
We are a leader in the defense industry. One of our major customers is the
General Dynamics updates and distributes the Blue Book to all employees. Through
government of the United States. The laws and regulations relating to doing business
training and communication, we convey to employees our Standards of Business
with the government are complex. Follow these laws carefully to protect our
Ethics and Conduct. We enforce compliance with these standards.
company’s reputation.
We make the following available:
Bribes and Kickbacks
• Policies and procedures;
We adhere to all aspects of the U.S. Anti-Kickback Act. Employees must never offer,
give, ask for, or take any form of bribe or kickback. A bribe or kickback is the giving or • Training and education;
accepting of money, fees, commissions, credits, gifts, favors, or anything of value that
• Confidential resources where you can get advice and make reports; • Hotlines;
is either directly or indirectly provided in return for favorable treatment. Favorable
treatment often can appear innocent, such as paying an invoice earlier than we • Ethics and compliance offices in the business units and at corporate
normally would. However, favorable treatment is illegal when off ered in exchange for a headquarters.
gift.
Gratuities, Gifts, and Entertainment; Government Customers
All conversations, calls, and reports made in good faith will be taken seriously. We will
We compete solely on the merits of our products and services. We do not try to investigate all reported concerns—promptly and in confidence—and resolve those
influence a customer’s decision to purchase from General Dynamics by offering gifts, concerns appropriately. If we find that our standards have been violated, we will take
meals, or entertainment. Government agencies have regulations prohibiting their action, including imposing disciplinary action, implementing system-wide changes, or
employees’ acceptance of items of value from contractors or suppliers. We carefully notifying the right governmental agency. Not only will we deal with a specific situation,
follow these regulations and policies when dealing with agency representatives. These but we will also make changes so that similar problems do not recur.
regulations are complex, so make sure you understand them. Consult with your
Confidential Conversations
business unit’s ethics director or Legal Department.
Conversations with your business unit’ s ethics director are treated confidentially,
Foreign Government Personnel and Public Officials
consistent with our legal obligations and policies. You will be told if your identity is
The giving of gifts, meals, or anything of value to foreign officials may be prohibited. needed to address your question or concern satisfactorily.

Calls to our employee Hotline are confidential and will not be traced. You may remain Disciplinary Action
anonymous when you call. We will attempt to protect the identity of anyone who
Violations of laws, regulations, principles, this Blue Book, or our policies can have
makes a good faith report or inquiry consistent with our legal obligations. Be advised
severe consequences for you and for General Dynamics. Some violations may be
that anonymous communications sometimes make it very difficult to report back to you
criminal in nature and punishable by fine or imprisonment. Violations can jeopardize
and may limit the thoroughness of our investigation.
our relationships with our customers and suppliers, and could result in loss of the
How the Hotline Works privilege to do business in the United States or in other countries. Employees who
violate the laws, regulations, these standards, or our policies are subject to
You can always call our Hotline to express a concern, or report a possible violation of
disciplinary action up to and including dismissal.
laws, regulations, or policies. When reporting a concern, you may be asked to provide
the time, location, names of the people involved, and other details so that we can
investigate your concerns. Every call to the Hotline is handled promptly, discreetly,
and professionally. We will investigate reports of illegal or unethical conduct received
through the Hotline, and take appropriate action to resolve each reported matter.
Investigating Suspected Violations of Our Standards
If you believe that someone associated with General Dynamics has violated our
standards, you are expected to bring the matter in good faith to the attention of your
supervisor or manager, your business unit’s ethics director, Legal Department, or the
corporate Ethics Officer so that we can conduct a prompt and thorough investigation.
You can make reports by telephone, through e-mail, by making an appointment, or by
contacting our Hotline.
You have a personal responsibility to report activity that appears to violate laws,
regulations, policies, or this Blue Book.
Prohibition Against Retaliation
General Dynamics will not retaliate against any person who brings to our attention in
good faith an ethics or compliance issue. Individuals who raise concerns or who help
us resolve reported matters are protected against retaliation. Anyone who uses the
ethics and compliance program to spread falsehoods, threaten others, or damage
another person’s reputation will be subject to disciplinary action.
Discouraging other employees from making a report or getting the help they need is
prohibited and could result in disciplinary action.

297. Bayerische Landesbank
Sustainability Report 1 focus is on assessing BayernLB’s internal warning data. Based on the search results,
the information acquired and the investigation findings, the specialist department then
Integrity take the necessary measures.
The fight against money laundering, economic crime and terrorist financing can only
Fighting money laundering, economic crime and terrorist financing succeed with the support of all employees. For this reason, BayernLB trains all new
Integrity and gravity are key pillars of BayernLB’s social responsibility, particularly its members of staff within their first few months and other staff every two or three years,
responsibility towards staff and customers. The fight against money laundering, depending on the perceived level of danger in individual cases. One of the major
economic crime and terrorist financing is therefore a top priority. BayernLB is bound areas of focus is preventing corruption. These sessions are compulsory for all
by various national and international regulations. The Group-wide credit risk strategy, employees and are adapted to their specific tasks and areas.
the concept for the prevention of money laundering, terrorist financing and economic Compliance/data protection
crime – also applicable across the whole Group – and numerous operating
instructions also lay down the strategic framework for combating money laundering In order to protect its customers, BayernLB endeavours to identity any potential
and criminal economic activity. conflicts of interest between the Bank and its customers, and also between
customers. The necessary organisational precautions and suitable measures have
In order to afford customers and employees the best-possible protection against been taken to avoid conflicts of interest and the consequent disadvantages for
falling victim to criminals acting alone, in groups or even in organised syndicates, and customers.
against abuse in the form of economic crime, BayernLB has implemented the PRIEM
concept (German acronym for prevention, research, information, investigation, Setting clearly defined confidentiality zones hinders the unauthorised passing on of
measures), which is unique within Germany and puts preventative measures at its inside information. The Compliance team monitors and manages this information with
heart. This concept also entails the scrutiny of all business units for potential the help of watch lists and restricted lists. A code of conduct – the guidelines for staff
corruption risks. transactions – has also been implemented, containing the rules applicable to
employees’ own account transactions. For example, they clearly state that such
Various studies by audit firms have shown that around 80 % of all economic crimes transactions must not run counter to the interests of customers or of the Bank. The
carried out within companies are perpetrated by or with the assistance of employees. guidelines also expressly state that no employee may, in performing their duties,
BayernLB therefore sets great store by checking applicants before they join the Bank. demand or accept any financial or non-financial recompense or other benefit for
In addition, the trustworthiness of decision-makers, staff with direct customer contact themselves or for third parties. Any breaches may be dealt with under employment
and staff who can independently order and execute payments is regularly checked. law provisions. Any profits from transactions that breach the employee guidelines
These measures are there to protect the Bank, customers and employees, and are must be donated to charity.
performed jointly with staff representatives. On top of these staff checks, however,
effective prevention also requires customer checks. BayernLB has automated checks
on new customers and ongoing checks of the existing customer base. The specialist
department in question can use both an internal data processing system and external
information sources for its searches. If any internal investigations are required, the
1 Source: http://www.bayernlb.de/ar/Internet/en/Downloads/0100_CorporateCenter/1122Konzernentwicklung/Sustainability_report_2007.pdf

In addition to the correct treatment of market-sensitive customer data, the protection

of privacy is also central to the relationship between BayernLB and its customers, a
relationship which is founded on trust. It is the role of the data protection officer to
ensure compliance with the provisions of the German Federal Data Protection Act and
other data protection requirements. The emphasis is on protecting customers and
staff.
To ensure that the compliance and data protection measures can be properly applied,
staff receive regular information and training; new employees are trained within six
months of joining BayernLB. In this way, employees are kept sufficiently aware and
well-informed to fulfil their obligations.

298. Tyson Foods
2007 Sustainability Report1 ETHICS TRAINING

All Tyson Foods Team Members, including the Board of Directors, annually attend
Ethics and Governance
approximately one hour of Ethics and Code of Conduct training. This training provides
information on various ‘real life’ ethical scenarios. Team Members are taught to make
OUR CODE OF CONDUCT good decisions within the framework of “Doing What’s Right.” They are instructed to
The Code of Conduct sets forth ethical standards that apply to the Board of Directors, ask themselves the following questions when they are uncertain about the proper
all Team Members, business divisions, and subsidiaries of Tyson Foods. Team course of action in a difficult situation:
Members from across the company assisted in the 2007 revision of the Code of • Does it comply with Tyson Foods’ Core Values?
Conduct. The Compliance Coordination Committee, the Executive Compliance
Committee, and the Board of Directors approved these revisions. • Is it the right thing to do?
In conjunction with the release of the revised Code of Conduct, a computer-based • Were others treated the way I want to be treated?
training course for management and management support was implemented. The • Would Tyson Foods or I be embarrassed if this action were reported in the
course ensures Team Member’s awareness of the company’s Code of Conduct newspaper?
requirements with respect to integrity and honor in key business areas, such as:
• Is it legal?
• Food safety
• Animal well-being
MANA GING ETHICAL CONCERNS
• Environmental management
It’s understood that the written Code of Conduct cannot provide guidance on every
• Conflicts of interest situation Team Members may face during their business activities. When the Code of
• Safety and health Conduct is not enough, the Tyson Help Line is available.
• International business practices In 2007, Tyson Foods implemented a new Help Line tracking system. This system
allows Help Line personnel to more accurately analyze calls for the purpose of
investigation and follow-up. In addition, the nature of each call to the Help Line is
Team Members must successfully complete a test to obtain credit for the course. evaluated. Results, trends, and statistics are reported quarterly to the appropriate
Newly hired or promoted management and management support Team Members are Board of Directors committee.
required to complete the Code of Conduct course to ensure their awareness of the The Help Line may be used anonymously to report any suspected violation of the law,
company’s ethical standards set forth in the Code. applicable regulations, company policies, or provisions of the Code of Conduct. The
Help Line is accessible to callers from the United States, Canada, Mexico, and China
24-hours a day, and offers assistance in more than 150 languages.
1 Source: http://www.tyson.com/Corporate/PressRoom/docs/SR2007.pdf

COMPLIANCE International Code of Conduct1

In 2006, the company created the Office of Compliance and performed a Compliance
INTRODUCTION
Risk Assessment. The assessment, which will be updated periodically, was developed
to:
Reporting and Retaliation
• Create an inventory of Tyson Foods’ compliance risks
All Team Members are required to report any suspected violation of the law,
• Measure the likelihood and significance of a compliance violation specific to that applicable regulations, company policies, or the provisions of this Code of Conduct.
risk Tyson provides several options for Team Members to report allegations. Information
• Gauge the effectiveness of management’s efforts to manage the risk should be posted in the local office explaining those options. It is always an option to
contact the Compliance Department or the Legal Department both of which are
• Offer suggestions for improvement located at our World Headquarters in Springdale, Arkansas.
When deciding whether or not an action is ethical, Team Members are encouraged to
A Compliance Coordination Committee was also established during 2006. The consider the following questions:
committee is a cross-functional management team representing key compliance 1. Does it comply with Tyson Foods’ Core Values?
business processes. Its mission is to enhance our ability to collaborate on compliance
best practices. The committee will help foster effective and efficient communication 2. Is it the right thing to do?
across compliance risk areas. 3. Were others treated the way I want to be treated?
The Compliance Coordination Committee provides information on compliance risks 4. Would Tyson Foods or I be embarrassed if this action was reported to the public?
and key business drivers to the Executive Compliance Committee, a committee of
senior leaders at the company. The Executive Compliance Committee sets the tone 5. Is it legal?
and direction of the company’s compliance program.
Retaliation or discipline against those who in good faith report a suspected violation or
wrongdoing is strictly prohibited.
1 Source: http://media.corporate-ir.net/media_files/irol/65/65476/govDocs/TSN_International_Code_of_Conduct_English.pdf

Consequences International Business Practices

Appropriate corrective action, up to and including termination, may be taken against There are many anticorruption, antitrust, and anticompetition laws and regulations
any Team Member whose conduct violates the provisions of this Code of Conduct. governing our actions and interactions intended to curb dishonesty in international
Corrective action may extend to individuals responsible for the failure to prevent, dealings. Compliance with local and international law is each Team Member’s duty
detect, or report a known violation. However, in cases where a reporting Team and responsibility.
Member is involved in a violation, the Team Member may be discip lined when
Because we are a publicly traded company based in the United States, the Foreign
appropriate.
Corrupt Practices Act (FCPA) is an important U.S. law specifically governing our
HOW WE DO IT actions and interactions regardless of geographical location. Team Members must
fully comply with the anti-bribery provisions found within this law and make good faith
Gifts, Gratuities, and Entertainment efforts to maintain accurate records and internal controls to avoid potential violations.
Additional guidance can be found in the FCPA Handbook, a specific FCPA resource
Each country has a different standard as to the acceptability and appropriateness of available to Team Members. Consult with the Legal Department at our World
giving and receiving of gifts, gratuities, and entertainment. In many countries, it is a Headquarters in Springdale, Arkansas, to get a copy of this resource or obtain specific
customary practice to entertain or give/accept gifts or gratuities to/from customers and guidance in your particular country regarding local anticorruption, antitrust, and
clients. Sometimes, however, the entertainment, gift, or gratuity may be construed as anticompetition laws and regulations.
a conflict of interest.
Bribes, Kickbacks, or Payoffs
Gifts and gratuities of more than $50 USD must be communicated to and approved by
The FCPA and other local laws prohibit the payment of any money or giving of
the senior or group vice president of International before it is presented or accepted.
anything of value to a foreign official, foreign political party (or official), or any
Only those gifts of nominal value (less than $50 USD), or a gift of promotional value
candidate for foreign political office for purposes of obtaining, retaining, or directing of
(for example, a gift of advertising or promotional nature with a company logo), may be
business. Always consult with the Legal Department to obtain specific guidance in
accepted or given.
your particular country regarding local antibribery laws and regulations.
Entertainment that could appear excessive or could appear to influence a business
decision should be approved in advance by the senior or group vice president of
International. All entertainment expenses should be consistent with the company’s
Core Values and this Code of Conduct.
Team Members and their immediate families may not accept gifts of money (cash,
checks, gift certificates, or gift cards) from any Tyson Foods s upplier, vendor, or
customer under any circumstances, no matter the value. Consult with the Compliance
Department or the Legal Department both located at our World Headquarters in
Springdale, Arkansas, to obtain specific guidance in your particular country regarding
gifts and gratuities.

299. HCA
Code of Conduct 1 Similarly, when making patient referrals to another healthcare provider, we do not
take into account the volume or value of referrals that the provider has made (or
Physicians may make) to us.
Interactions with Physicians

Extending Business Courtesies and Tokens of Appreciation to Potential
Federal and state laws and regulations govern the relationship between hospitals and Referral Sources
physicians who may refer patients to the facilities. The applica ble Federal laws include
the Anti-Kickback Law and the Stark Law. It is important that those colleagues who Any entertainment, gift or token of appreciation involving physicians or other persons
interact with physicians, particularly regarding making payments to physicians for who are in a position to refer patients to our healthcare facilities must be undertaken in
services rendered, providing space or services to physicians, recruiting physicians to accordance with corporate policies, which have been developed consistent with
the community, and arranging for physicians to serve in leadership positions in Federal laws, regulations, and rules regarding these practices. HCA colleagues must
facilities, are aware of the requirements of the laws, regulations, and policies that consult Company policies prior to extending any business courtesy or token of
address relationships between facilities and physicians. appreciation to a potential referral source.
If relationships with physicians are properly structured, but not diligently administered, Workplace Conduct and Employment Practices
failure to administer the arrangements as agreed may result in violations of the law.
Any arrangement with a physician must be structured to ensure compliance with legal Relationships Among HCA Colleagues
requirements, our policies and procedures, and with any operational guidance that
has been issued. Most arrangements must be in writing and approved by the Legal In the normal day-to-day functions of an organization like HCA, there are issues that
Department. Failure to meet all requirements of these laws and regulations can result arise which relate to how people in the organization deal with one another. It is
in serious consequences for a facility. impossible to foresee all of these, and many do not require explicit treatment in a
document like this. A few routinely arise, however. One involves gift giving among
Keeping in mind that it is essential to be familiar with the laws, regulations, and colleagues for certain occasions. While we wish to avoid any strict rules, no one
policies that govern our interactions with physicians, two overarching principles govern should ever feel compelled to give a gift to anyone, and any gifts offered or received
our interactions with physicians: should be appropriate to the circumstances. A lavish gift to anyone in a supervisory
• We do not pay for referrals. We accept patient referrals and admissions based role would clearly violate organization policy. Another situation, which routinely arises,
solely on the patient’s medical needs and our ability to render the needed is a fund-raising or similar effort undertaken by individual colleagues, in which no one
services. We do not pay or offer to pay anyone — colleagues, physicians, or should ever be compelled to participate. Similarly, when the Company or a facility
other persons or entities — for referral of patients. determines to support charitable organizations such as the United Way, no colleague
should be compelled to contribute to the charitable organization, nor should there be
• We do not accept payments for referrals we make. No HCA colleague or any any workplace consequences of such non-participation.
other person acting on behalf of the organization is permitted to solicit or receive
anything of value, directly or indirectly, in exchange for the referral of patients.
1 Source: http://ec.hcahealthcare.com/CPM/HCA_Code_English_printable%20FINAL%20(2).pdf

Competitive Activities and Marketing Practices (including meals) may be provided. Prior to accepting invitations to training and
educational opportunities that include travel and overnight accommodations at
Foreign Corrupt Practices Act reduced or no cost to a colleague or HCA, consult our policies and seek appropriate
approvals.
The United States Foreign Corrupt Practices Act (FCPA) requires us to exercise care
HCA colleagues may accept gifts with a total value of $75 or less in any one year from
in our dealings with foreign government officials, employees, or representatives; and
any individual or organization who has a business relationship with HCA. For
members of their families. The FCPA prohibits providing anything of value to any of
purposes of this paragraph, physicians practicing in HCA facilities are considered to
these individuals for the purpose of obtaining or retaining busi ness.
have such a relationship. Perishable or consumable gifts given to a department or
Under the FCPA, HCA is responsible for the actions of its agents and representatives. group are not subject to any specific limitation. HCA colleagues may accept gift
Before offering anything of value to foreign government officials, employees or certificates, but may never accept cash or financial instruments (e.g., checks, stocks).
representatives or a member of their family, an HCA colleague must obtain advice Finally, under no circumstances may an HCA colleague solicit a gift.
from the Corporate Ethics and Compliance Department or the Legal Department.
This section does not limit HCA facilities from accepting gifts, provided they are used
Business Courtesies and accounted for appropriately.
Extending Business Courtesies to Non-referral Sources

General
No portion of this section, “Extending Business Courtesies to Non-referral Sources,”
This part of the Code of Conduct should not be considered in any way as an
applies to any individual who makes, or is in a position to make, referrals to an HCA
encouragement to make, solicit, or receive any type of entertainment or gift. For clarity
facility. Such business courtesies are addressed in the Extending Business Courtesies
purposes, please note that these limitations govern activities with those outside of
to Potential Referral Sources section of this Code and Company policies.
HCA. This section does not pertain to actions between HCA and its colleagues or
actions among HCA colleagues themselves. (See “Relationships Among HCA Meals and Entertainment
Colleagues ” on page 25.)
There may be times when a colleague wishes to extend to a current or potential
Receiving Business Courtesies business associate (other than someone who may be in a position to make a patient
referral) an invitation to attend a social event (e.g., reception, meal, sporting event, or
We recognize there will be times when a current or potential business associate,
theatrical event) to further or develop a business relationship. The purpose of the
including a potential referral source, may extend an invitation to attend a social event
entertainment must never be to induce any favorable business action. During these
in order to further develop a business relationship. An HCA colleague may accept
events, topics of a business nature must be discussed and the host must be present.
such invitations, provided: (1) the cost associated with such an event is reasonable
These events must not include expenses paid for any travel costs (other than in a
and appropriate, which, as a general rule, means the cost will not exceed $150 per
vehicle owned privately or by the host entity) or overnight lodging. The cost associated
person; (2) no expense is incurred for any travel costs (other than in a vehicle owned
with such an event must be reasonable and appropriate. As a general rule, this means
privately or by the host entity) or overnight lodging; and (3) such events are infrequent.
The limitations of this section do not apply to business meetings at which food

the cost will not exceed $150 per person. Moreover, such business entertainment with entertainment, meals, or anything else of value to any employee of the Executive
respect to any particular individual must be infrequent, which, as a general rule, Branch of the Federal government or its fiscal intermediaries, except for minor
means not more than three times per year. Consult Company policy for events that refreshments in connection with business discussions or promotional items with the
are expected to exceed $150 or were not expected to but inadvertently do exceed HCA or facility logo valued at no more than $10.00. With regard to gifts, meals, and
$150. That policy requires establishing the business necessity and appropriateness of other business courtesies involving any other category of government official or
the proposed entertainment. The organization will under no circumstances sanction employee, colleagues must determine the particular rules applying to any such person
any business entertainment that might be considered lavish or in questionable taste. and carefully follow them.
Departures from the $150 guideline are highly discouraged.
The Company’s Ethics and Compliance Program
Sponsoring Business Events
Also, HCA facilities may routinely sponsor events with a legitimate business purpose Training and Communication
(e.g., hospital board meetings or retreats). Provided that such events are for business
Comprehensive training and education has been developed to ensure that colleagues
purposes, reasonable and appropriate meals and entertainment may be offered. In
throughout the organization are aware of the standards that apply to them. Code of
addition, transportation and lodging can be paid for. However, all elements of such
Conduct training is conducted at the time an individual joins the organization and
events, including these courtesy elements, must be consistent with the corporate
annually for all colleagues. Compliance training in areas of compliance risk (e.g.,
policy on such events.
billing, coding, cost reports) is required of certain individuals. Company policies outline
Gifts the training requirements.
It is critical to avoid the appearance of impropriety when giving gifts to individuals who All ethics and compliance training is required to be recorded in the Company’s
do business or are seeking to do business with HCA. We will never use gifts or other learning management system, the HealthStream Learning Center (HLC). Through the
incentives to improperly influence relationships or business outcomes. In order to HLC, system administrators and ECOs track colleagues’ compliance with their training
avoid embarrassment, an effort should be made to ensure that any gift we extend requirements and report such information as necessary.
meets the business conduct standards of the recipient’s organization. Gifts to
Many resources regarding our program are available to all HCA colleagues on our
business associates who are not government employees must not exceed $75.00 per
Intranet and to the general public on the Internet. We encourage all colleagues to
year per recipient. Any gifts to Medicare or Medicaid beneficiaries must not exceed
frequently visit both sites.
$10.00 per item nor total more than $50.00 per year per recipient. An HCA colleague
or facility may give gift certificates, but may never give cash or financial instruments Resources for Guidance and Reporting Concerns
(e.g., checks, stocks). The corporate policy on business courtesies permits occasional
To obtain guidance on an ethics or compliance issue or to report a concern,
exceptions to the $75 limit to recognize the efforts of those who have spent
individuals may choose from several options. We encourage the resolution of issues,
meaningful amounts of volunteer time on behalf of HCA.
including human resources-related issues (e.g., payroll, fair treatment and disciplinary
U.S. Federal and state governments have strict rules and laws regarding gifts, meals, issues), at a local level. Colleagues should use the human resources-related problem
and other business courtesies for their employees. HCA does not provide any gifts, solving procedure at their facility to resolve such issues. It is an expected good
practice, when one is comfortable with it and think it appropriate under the

circumstances, to raise concerns first with one’s supervisor. If this is uncomfortable or from corporate-led investigations and immediately recommends corrective action or
inappropriate, the individual may discuss the situation with the Facility Human changes that need to be made. We expect all colleagues to cooperate with
Resources Manager, the Facility ECO, or another member of management at the investigation efforts.
facility or in the organization. Individuals are always free to contact the Ethics Line at
Corrective Action
1 -800-455-1996.
Where an internal investigation substantiates a reported violation, it is the policy of the
HCA makes every effort to maintain, within the limits of the law, the confidentiality of
organization to initiate corrective action, including, as appropriate, making prompt
the identity of any individual who reports concerns or possible misconduct. There is no
restitution of any overpayment amounts, notifying the appropriate governmental
retribution or discipline for anyone who reports a concern in good faith. Any colleague
agency, instituting whatever disciplinary action is necessary, and implementing
who deliberately makes a false accusation with the purpose of harming or retaliating
systemic changes to prevent a similar violation from recurring in the future.
against another colleague is subject to discipline.
Discipline
Personal Obligation to Report
All violators of the Code will be subject to disciplinary action. The precise discipline
We are committed to ethical and legal conduct that is compliant with all relevant laws
utilized will depend on the nature, severity, and frequency of the violation and may
and regulations and to correcting wrongdoing wherever it may occur in the
result in any or all of the following disciplinary actions:
organization. Each colleague has an individual responsibility for reporting any activity
by any colleague, physician, subcontractor, or vendor that appears to violate • Oral warning;
applicable laws, rules, regulations, accreditation standards, standards of medical
• Written warning;
practice, Federal healthcare conditions of participation, or this Code. If a matter that
poses serious compliance risk to the organization or that involves a serious issue of • Written reprimand;
medical necessity, clinical outcomes or patient safety is reported locally, and if the
• Suspension;
reporting individual doubts that the issue has been given sufficient or appropriate
attention, the individual should report the matter to higher levels of management or the • Termination; and/or
Ethics Line until satisfied that the full importance of the matt er has been recognized. If
• Restitution.
a matter that poses concern regarding the safety or quality of care provided to a
patient in the hospital is identified and was reported locally b ut thought to be
unresolved, an additional avenue for reporting is available through notification to The
Acknowledgment Process
Joint Commission. There will be no retaliatory disciplinary action taken against an
employee who reports concerns to The Joint Commission. HCA requires all colleagues to sign an acknowledgment confirming they have
reviewed the Code, understand it represents mandatory policies of HCA and agree to
Internal Investigations of Reports
abide by it. New colleagues are required to sign this acknowledgment as a condition
We are committed to investigating all reported concerns promptly and confidentially to of employment. Each HCA colleague is also required to participate in annual Code of
the extent possible. The Chief Ethics and Compliance Officer coordinates any findings Conduct training, and records of such training must be retained by each facility.

Adherence to and support of HCA’s Code of Conduct and participation in related

activities and training is considered in decisions regarding hiring, promotion, and
compensation for all candidates and colleagues. New colleagues must receive Code
of Conduct training within 30 days of employment.
ethics & compliance1

Ethics Line
Even the most effective compliance training program will not prevent a small number
of employees from engaging in activity that does not comply with the organizations
policies and procedures or with the law. Every ethics and compliance program needs
a method for identifying and resolving this type of conduct. The need for this type of
exception-reporting mechanism is reinforced by the OIG Compliance Program
Guidance for Hospitals, which states: "The OIG encourages the use of hotlines
(including anonymous hotlines), e-mails, written memoranda, newsletters, and other
forms of information exchange to maintain those open lines of communication."
HCA maintains an Ethics Line for reporting possible misconduct or obtaining guidance
on an ethics or compliance issue. The Ethics Line number is 1-800-455-1996, and is
included in our Code of Conduct and on posters throughout our facilities.
1 Source: http://ec.hcahealthcare.com/CustomPage.asp?PageName=EthicsLine

301. Enterprise GP Holdings
CODE OF CONDUCT 1 Conflicts of Interest

Each EPCO employee has a duty to avoid situations that might be adverse to
General Business Principles
Company interests or result in conflicting loyalties or interests. This includes prohibited
involvement with suppliers, contractors, competitors or customers, prohibited gifts and
Business Integrity
entertainment and use of Company information.
The Company insists on honesty, integrity and fairness in all aspects of its business While it is not possible to describe, or even anticipate, all the circumstances and
and expects the same in its relationships with all those with whom it does business. situations that might involve a conflict of interest, they may arise where an employee,
The direct or indirect offer, payment, solicitation or acceptance of bribes in any form officer or director, or member of his or her family has any of the following with respect
are unacceptable practices. to any of the business units for which an EPCO employee provides services:
Company representatives must avoid conflicts of interest between their private • Solicits or accepts, directly or indirectly, from customers, suppliers or others
financial activities and their part in the conduct of Company business. All business dealing with EPCO any kind of gift or other personal, unearned benefits as a
transactions on behalf of each Company must be reflected accurately and fairly in the result of his or her position at EPCO (other than non-monetary items of nominal
books and accounts of that Company in accordance with established procedures and intrinsic value).
be subject to audit.
Company Compliance Policies
Political Contributions and Foreign Corrupt Practices Act
Most of the EPCO compliance policies covering the matters discus sed below are
recorded in written documents and generally may be obtained from the Company’s EPCO has adopted a policy setting forth the standard of conduct to be observed and
Human Resources Department. Others are adapted specifically to certain work areas procedures to be followed in all matters pertaining to political contributions, illegal or
or to EPCO representatives dealing in the areas covered by the policy. It is the questionable payments and related accounting procedures. The use of company
responsibility of every Company representative to conduct his or her job in strict funds or assets for any unlawful or improper purpose, including payments to
compliance with such policies. Questions concerning all policies may be addressed to governmental employees or any other person as a commercial bribe, influence
your immediate supervisor or your Human Resources representative (in the case of payment or kickback, is prohibited. Specifically covered are matters dealing with
an employee), the Vice President, Senior Vice President or Executive Vice President entertainment of or gifts to government officials and employees. As a policy, the
of the business unit for which services are being performed (in the case of an EPCO Company does not make payments with company funds to political parties or
Contractor) or the Company’s Legal Department (in the case of any EPCO candidates for public office. This does not mean, however, that we will not participate
representative). The Company also conducts ongoing educational programs and in public debate. The Company has the right and responsibility, in pursuit of its
training on certain compliance issues for employees. Because written policies and legitimate commercial objectives, to make its position known on matters affecting the
training programs cannot anticipate every possible factual situation, each EPCO community if we have expertise and can make a significant contribution to EPCO and
representative has an obligation to seek clarification and advice whenever a question society.
concerning compliance with our Code arises.
1Source: http://www.enterprisegp.com/pdfs/CodeofConduct_04-18-07.pdf

Gifts and Entertainment Procedures for Obtaining Guidance

Relationships with suppliers must be based entirely on sound business decisions and Our compliance policies and training and our Code are all aimed at avoiding violations
fair dealing. of law and unethical conduct. Our long-term success in this area will depend on each
Company representative recognizing EPCO’s sincere commitment to these goals,
Business gifts and entertainment can build goodwill, but they can also make it harder
seeking advice before engaging in conduct that presents legal or ethical questions
to be objective about the person providing them. In short, gifts and entertainment can
and obtaining correct and unambiguous advice.
create their own "conflicts of interest."
When you have a concern or are called upon to evaluate the legal or ethical
Gifts and entertainment include anything of value, including discounts, loans, cash,
correctness of a course of action as a result of your employment:
favourable terms on any product or service, services, prizes, transportation, use of
another company's vehicles or vacation facilities, stocks or other securities, • Seek out the appropriate policy statement and training manuals and ask your
participation in stock offerings, home improvements, tickets, and gift certificates. The supervisor for clarification when needed.
potential list is endless --these are just examples.
• Don’t debate alone; seek the advice of legal, environmental, human resources
Some types of gifts and entertainment are never permissible, and no one can approve and other administrative organizations that can be of assistance.
these.
• As a guide in making your decision, consider whether if all the facts surrounding
You may never: your decision were published in the local newspaper, you would have any regrets
or concerns.
law. • Understand that EPCO’s best interests can never be served by illegal or unethical
conduct and the Company will never condone it.
• Accept any gift of cash or cash equivalent (such as gift certificates, loans, stock,
stock options).
• Accept or request anything as a "quid pro quo"--in other words, as part of an Any questions concerning legal compliance that cannot be answered promptly and
agreement to do anything in return for the gift or entertainment. clearly should be referred to the Company’s Legal Department. Legal and other
appropriate administrative organizations, working together, will seek to explain in a
• Participate in any activity that you know would cause the person giving the gift or
practical and readily understandable manner what is required of EPCO
entertainment to violate his or her own employer's standards.
representatives in order to comply with the law and with our ethical requirements.
Our compliance policies and training and our Code are all aimed at avoiding violations
Before offering or accepting gifts or entertainment greater than $250, or if the event of law and unethical conduct. Our long-term success in this area will depend on each
involves recreational travel and/or an overnight stay you must obtain approval from Company representative recognizing EPCO’s sincere commitment to these goals,
senior management. seeking advice before engaging in conduct that presents legal or ethical questions
and obtaining correct and unambiguous advice.
Forms for obtaining approval are found on the Company’s portal.

Reporting Compliance Violations Conflicts and Governance Committee. The concept of fraud encompasses acts such
as:
If an EPCO representative has a good faith reason to believe that any violation of our
Code or misconduct including fraud has occurred, he or she is required to report such • Misappropriation of Company assets (theft)
violation through available communication channels. Additionally, any good faith
• Improper manipulation of accounting and financial reporting data
reason to believe that a threat to human health, safety, and the environment or
Company assets has arisen or exists in or as the result of conduct in the workplace • Charging personal items to the Company
must be promptly reported.
• Fabricating and falsifying actual work hours performed
Two avenues are available for EPCO representatives reporting compliance violations.
• Diverting or utilizing Company assets for personal gain
1) Reporting to the Vice President, Senior Vice President, Executive Vice President
in charge of the business unit for which you are working, or in the case of an
employee, to that employee’s Human Resources representative. These parties Discipline & Consequences for Actions
then have the responsibility to see that the Senior Vice President of Human
The EPCO companies will consistently and appropriately enforce compliance with the
Resources and Director of Internal Audit are notified. When compliance with law
Code and Company policies. Discipline for non-compliance will be determined by the
issues are raised, the appropriate representatives of the Company’s Legal
appropriate senior management and/or Company board members. This may result in
Department shall also be notified.
discipline up to and including termination of employment (in the case of employees) or
2) Reporting to the Company’s anonymous reporting Hotline at 1-877-888-0002 also termination of services (in the case of contractors). In certain cases or when required
discharges this obligation. The Hotline is the preferred method for reporting Code by law, law enforcement officials will be informed of facts discovered by any
violations including fraud since it’s operated by an independent third party. All investigation concerning non-compliance with the law. Such actions can lead to
reports are directly communicated by the Hotline provider to the proper criminal prosecution, monetary fines and civil penalties.
representatives of senior management and the appropriate Audit, Conflicts and
Governance Committee chairperson.
STANDARDS OF BUSINESS CONDUCT 1

The Hotline provides a method of reporting without revealing the name of the person
who made the call. Any attempt at retaliation or intimidation against anyone reporting You are responsible for becoming thoroughly familiar with these Standards. If you
in good faith an actual or suspected violation of our Code, fraud, any law or any have any questions concerning a particular situation, you are encouraged to discuss
condition thought to constitute a threat to human health, safety, the environment or the matter with a member of Enterprise senior management or the Human Resources
Company assets is a serious violation of our Code. Those retaliating are subject to Department (in the case of employees) and the Vice President, Senior Vice President
disciplinary action. or Executive Vice President in charge of the business unit for which work is being
All fraud involves the intent to deceive and any instance is therefore a reportable
violation and must be communicated to senior management and the appropriate
Audit, 1Source: http://www.enterprisegp.com/pdfs/EPE_StandardsofBusinessConduct.pdf

performed (in the case of a Contractor). Any suspected violation s should be reported to the receipt or offer of gifts and entertainment:
to the Human Resources Department. Every effort will be made to protect your
1. Gifts
confidentiality, to insure that your questions are answered and your concerns are
investigated promptly. You may call anonymously to the Enterprise hotline at 1- Gifts include merchandise, products, personal services, and tickets to theater or
877/888-0002, if you prefer. sporting events. Employees must not solicit gifts, gratuities or any type of
personal benefit or favor.
Dealing with Suppliers
Employees are prohibited from accepting gifts of money. Employees may accept
People who want to do business, or continue to do business, with Enterprise must
unsolicited gifts having a value of less than $50.00. Gifts of greater value are
understand that all purchases by Enterprise will be made exclusively on the basis of
Enterprise's property and should be reported to a member of senior management.
price, quality, service and suitability to Enterprise’s needs.
2. Entertainment
Reciprocity will not be allowed. Suppliers will not be asked to buy goods and/or
services from Enterprise, an Enterprise employee or his/her family or to donate Employees are prohibited from soliciting entertainment from any company or
money, goods or services to a school, charity or non-profit organization in order to person doing or attempting to do business with Enterprise. Similarly, Enterprise
become or to continue to be a supplier. will not do business with companies or persons soliciting entertainment from
Enterprise or its employees. Entertainment includes, but is not limited to, meals,
Employees or their families must not seek or accept and Contractors may not offer or
golf outings, out of town trips and sporting events.
give any type of payment (direct, indirect, under-the-table, or otherwise), kickback or
rebate related to or based upon Enterprise ’s purchase or sale of goods or services. Permitted entertainment involves the people who would naturally deal with the
Any offer of this type should be immediately reported to the employee’s Senior or issues to be discussed or the business to be transacted. Additionally, the
Executive Vice President or the Human Resources Department. expense and location of the entertainment must be reasonable, given the persons
involved and the nature of the business to be transacted.
Entertainment involving recreational travel and/or an overnight stay must be
We recognize that common business practice permits the offer and acceptance of
approved in writing in advance by the Chairman, President, Group Executive Vice
certain courtesies, usually meals and entertainment. Employees should not accept or
President or their designee. Business Entertainment Record forms are available
offer gifts or entertainment if the other person would believe that the gift or
for this purpose.
entertainment obligates you or Enterprise to do business with that person or that
person’s company.
Many Contractors and customers have standards similar to Enterprise’s which limit or Dealings with Customers and Potential Customers
prevent the acceptance of gifts or entertainment. Employees shou ld insure that each
Enterprise gets and keeps business because of the quality of its products and
company’s Standards are complied with.
services. Enterprise does not give unethical or illegal rebates, kickbacks, under the
To avoid both the reality and appearance of improper relations between Enterprise table payments or other improper favors to customers or their representatives.
employees and Contractors, suppliers or customers, the following standards will apply

Political Activities and Dealings with Public Officials CORPORATE POLICIES1

Employees are encouraged to become active in political and/or governmental affairs
FAIR DISCLOSURE (REGULATION FD) POLICY
on their own behalf. However, remember that only a member of senior management
or other designated employee may act or speak on behalf of Enterprise. If you have
Potential Liability and/or Disciplinary Action
any questions, please consult with the Law Department.
Enterprise funds or other assets cannot be used for payments, gifts, loans or any A violation of Regulation FD will result in a violation of Section 13(a) or 15(d) of the
other transfer, either directly or indirectly to officials, agents or employees of political Exchange Act and may subject the Public MLP (and, in appropriate cases, the
parties, labor organizations, governments or any other person or entity, where such individual at the Public MLP responsible for the violation) to an SEC enforcement
transfer could reasonably be considered a bribe, kickback or other illegal or unethical action, a cease-and-desist order and/or civil money penalties.
payment. Covered Persons who violate this Policy will be subject to disciplinary action up to and
Violations including termination of employment.
Representatives should immediately report violations of these Standards to their Vice EXPORT CONTROL POLICY
President, Senior Vice President, Executive Vice President or the Human Resources
Department (in the case of an employee) and to the Vice President, Senior Vice (formerly known as the COMPLIANCE WITH THE FOREIGN BOYCOTTS TITLE OF
President or Executive Vice President in charge of the business unit for which work is THE EXPORT ADMINISTRATION ACT)
being performed (in the case of a Contractor). EPCO, Inc., its subsidiaries and affiliates, and their respective employees or
Violations may result in disciplinary action ranging from an oral reprimand to representatives (“EPCO”) shall fully comply with U.S. Foreign Trade Controls,
termination of employment (in the case of an employee) or termination of services (in including export control licensing requirements, prohibitions and documentation
the case of a Contractor). All proposed disciplinary action is subject to review by requirements, and prohibitions on dealings with countries and parties subject to
senior management. economic sanctions. In addition, EPCO is subject to the Foreign Corrupt Practices Act
of 1977 (“FCPA”), an anti-bribery law that forbids corrupt payments or gifts to foreign
In addition to any disciplinary action taken by Enterprise, some violations may require officials for the purpose of obtaining, directing or keeping business. Failure to observe
restitution and may lead to civil or criminal action against the persons or entities this policy may create substantial exposure, both to EPCO and to employees and
involved. other responsible individuals, including criminal prosecution, fines, imprisonment, civil
penalties and the loss of export trading privileges.
1Source: http://www.enterprisegp.com/pdfs/EPCO_Corporate_Policies.pdf#FairDisclosure

302. Cosmo Oil
Sustainability Report 2008 1 We carry out thorough education and training in corporate ethics.
• Operate a Corporate Ethics Consultation Helpline in an appropriate manner
We have established the Cosmo Oil Group Corporate Ethics Consultation
Corporate Ethics Consultation Helpline Helpline and operate it in an appropriate manner as a scheme for reporting and
consulting on issues and cases involving corporate ethics.
Cosmo Oil has set up a helpline by which employees or persons outside the Company
can discuss or report legal or ethical problems concerning Group operations or other We are honest in our transactions
related matters. In addition to the helpline, as part of the Corporate Ethics Promotion
Office, a consultation helpline staffed by external experts has been established. Restrictions on entertainment and gifts
Callers are assured anonymity to avoid any adverse repercussions. In fiscal 2007, five
consultation cases were received and promptly addressed. • Restrictions on entertainment and gifts
The Company has also set up a consultation helpline within the Personnel We do not give or receive entertainment or gifts that deviate from social norms or
Department to respond to reports of sexual or power harassment. internationally accepted conventions. Moreover, we do not give or receive
inappropriate entertainment or gifts for the purpose of providing personal or other
Corporate Ethics Training improper benefits.
Cosmo Oil conducts annual corporate ethics training for Group employees. In addition
to stratified training according to rank, training sessions are sponsored by both the
general managers of offices and departments and the presidents of Group companies. Build highly transparent relationships with government and administrative
In the fiscal 2007 training sessions, the Company worked to inst ill a greater agencies
awareness of compliance issues by reconfirming the content of its manual covering • Prohibit entertainment of, and gifts to, civil servants
the Cosmo Oil Group Code of Conduct.
We do not entertain or exchange gifts with civil servants or equivalent persons
(including former civil servants).
• Prohibit improper monetary donations and payoffs, etc. to politicians and political
Code of Conduct² organizations
We do not make improper monetary donations, payoffs or benefits to politicians
We engage in sensible activities as members of society (including political candidates) or political organizations.
Enforce corporate ethics thoroughly • Prohibit bribery
• Carry out thorough training in corporate ethics Whether at home or abroad, we do not engage in bribery, or promise or request
bribes.
1 Source: http://www.cosmo-oil.co.jp/eng/csr/sustain/pdf/2008/sus08e_all.pdf
²Source: http://www.cosmo-oil.co.jp/eng/company/guideline.html

304. Macy’s
Code Of Conduct1 Being Loyal... Conflicts of Interest
Being Honest... Company Assets and Information Gifts and Entertainment
Protection and Use of Company Assets What To Know
What To Know The Company does business on the basis of sound business judgment and seeks to
treat all of its business partners fairly. Accepting a gift from or giving a gift to any
Company assets belong to the Company. We must protect them and use them only business partner or competitor could create the expectation that they will be treated
for Company business. more favorably than others. We could also appear to be unfair and dishonest in our
Associates must not use merchandise, intellectual property, data, supplies, samples, dealings.
software, equipment, fixtures and other assets of the Company fo r personal benefit. Gifts or gratuities could take many forms - cash, loans or non-cash gifts, such as gift
Company computers, for example, are intended for Company business use. Only certificates, discounts, gratuities, services, transportation, use of vehicles or vacation
limited personal use is allowed. An associate’s use of Company equipment, Internet facilities, participation in stock offerings, tickets to sporting events or invitations to
access or e-mail or voice mail systems is not private. The Company reserves the right meals or events. The potential list is endless.
to monitor our use, consistent with applicable laws. What To Do
Theft, fraud, carelessness and waste of Company assets directly affect our reputation Certain gifts and entertainment are permissible, while others are not. When receiving
and profitability. or offering gifts or entertainment, we must follow the Company’s guidelines strictly and
What To Do seek help when we are unsure.
We should all protect our Company’s assets by guarding against and reporting not Usually OK
only any suspicion we may have of theft or fraud, but also any waste or misuse we Gifts that are of “nominal” value and are common courtesies in our business, unless
may observe. they fall in the “Always Wrong” category below, are usually okay to receive or give.
We must not copy or inappropriately use software licensed to our Company, download Associates may give gifts, such as gift baskets, of nominal value and may also receive
unauthorized software onto our Company computers, or use our Company’s such gifts so long as they are shared with co-workers. Occasional invitations to
trademarks or copyrights except as authorized by Company policy. ordinary sports or cultural events and token gifts like pens, mugs and calendars, in
each case with a combined retail value of $100.00 or less, are considered nominal in
Similarly, we should not use Company assets, including merchandi se, or funds for value and may be received and may also be given if we have corporate authority to
illegal, unethical or otherwise improper purposes. For example, we must not seek to incur such expenses. As long as these types of gifts do not total more than $100.00
advance the Company’s business with any governmental authority by means of bribes from or to a single source in a calendar year, they do not require disclosure or
or payments to any third party. approval.
1 Source: http://www.macysinc.com/investors/governance/documents/code_of_conduct.pdf

We may participate as the guest or host in occasional meals with our business Always Ask
partners if:
It may not always be clear to us whether certain gifts and entertainment are
• It is a common business courtesy in our industry, permissible. In such situations we must not proceed without obtaining the written
approval of our HR representative who will consult with the Law Department.
• It is not too frequent or excessive in value, and
Examples in this category include the following, when paid by a current or potential
• There is mutuality in the “give and take” such that we and our business partners business partner:
have a chance to both treat and be treated.
• Gifts and entertainment from or to a single source with an aggregate retail value
of more than $100.00 in any one calendar year.
If we include business partners in meals that we host, the expen se should be • Invitations to special events – such as special or major sporting events (since
classified as “Entertainment” in our reimbursement requests. these usually have a value of more than $100.00).
We may accept invitations to vendor sponsored events or meetings only in • Invitations to attend a seminar or a meeting that requires travel or is held in a
compliance with our Company’s Vendor Paid Trip Policy. resort location the cost of which is partially or fully paid by a third party.
Associates who have been or are likely to be invited to participate in events or trips
that are fully or partially paid for by current or potential ven dors or business partners,
When approval is requested, members of the Law Department will consider the
including all associates in buying organizations, must access, read and understand
following:
our Company’ s Vendor-Paid Trip Policy.
• whether the gift or entertainment would be likely to influence your objectivity,
Always Wrong
• whether there is a valid business reason to attend the event,
Some types of gifts and entertainment are NEVER permissible and no one can
approve them. We may NEVER: • whether we would be setting a precedent by accepting or giving the gift or
attending the event, and
• Accept or give any gift or entertainment that is or could be illegal.
• whether it could reasonably create a negative impression in the minds of our co-
• Accept or give a gift of cash or cash equivalent (such as a check, money order or
workers or outsiders.
a gift certificate that is convertible to cash), loans, stock or stock options.
• Participate in any entertainment that is inappropriate, sexually oriented or
otherwise violates our policy of mutual respect.
• Participate in any activity or accept or give any gift that you know would cause the
person giving or accepting the gift or entertainment to violate his or her own
employer’s policies.

About This Code occurred or will occur. In fact, as Company employees, we all have a duty to report
suspected violations of Company policy. We must, of course, have a reasonable basis
Is it really necessary to raise concerns? for suspecting that a violation has occurred or will occur.
Is it okay to not raise concerns when I am uncomfortable doing so?
Yes, it is absolutely critical to do so. By raising your voice, you help protect our
Company, our co-workers, our Company’s customers and other stakeholders. The No, it is not okay. Integrity Always means doing the right thing, even when it makes us
Company is counting on each one of us to preserve and protect its image and uncomfortable. By doing or saying nothing about actions we honestly believe are in
reputation. A vital way you can do this is by expressing your concern if and when you violation of any Company policy, we are violating this Code and are subject to
suspect in good faith that a Company policy has been violated. disciplinary action.
• Raise concerns early. If you wait, it may get worse. How should I raise a concern?
• You can report anonymously. However, if you identify yourself, the Company may Our Company tries hard to foster an environment of open and honest
be able to follow up with you and provide feedback. If you choose to report communications. Our Company’s “open door” policy gives associates many options.
anonymously, please give enough details so the Company can investigate fully
• Your supervisor – usually a good place to start.
and accurately.
• Your supervisor’s supervisor.
• Confidentiality is respected to the maximum possible extent. If you provide your
name, your identity and report will be shared only as needed to look into and • Your store manager or the head of your Department or location.
address the concern, or if required by law.
• Your HR Department.
• Retaliation is not tolerated. Our Company absolutely prohibits retaliation against
• The Office of Solutions InSTORE
anyone who raises his or her voice of integrity to report a potential violation that
he or she reasonably believes has occurred or is likely to occur. Retaliation is • The Law Department.
grounds for discipline up to and including dismissal. If you believe you have been
• ComplianceConnections.
subjected to retaliation, report it promptly to your HR representative, the Office of
Solutions InSTORE or through the ComplianceConnections.
(ComplianceConnections are telephone and on-line facilities we may use for this
Most issues can be resolved by direct conversations between the people involved.
purpose. Details regarding ComplianceConnections are provided further below.)
However, if an associate is unsure of where to go for answers, uncomfortable raising
issues with individuals within the Company, or wishes to report a potential violation of
Company policy anonymously, he or she may raise the concern by using one of the
If I report a possible violation, will I get in trouble if my concern turns out to be
ComplianceConnections.
wrong?
One of the ComplianceConnections is a toll-free telephone line that is answered by an
No. You will not be punished or disciplined if you report a violation you believe has
operator, 24 hours a day / 7days a week. The other is an on-line facility. To access

Compliance Connections, call 1-800-763-7290 or visit maximum extent possible.

www.macyscomplianceconnections.com. These contact details are the same as for
• The investigators may recommend corrective action, if necessary, to appropriate
the Office of Compliance Associate Hotline that we have had for nearly a decade to
managers for implementation.
ask questions and report misconduct. The difference is that ComplianceConnections
is operated by an independent third party, which is not a part of the Company. • Where appropriate, the associate raising the concern will receive feedback on the
outcome.
What happens when I raise a concern via ComplianceConnections?
If an associate accesses ComplianceConnections by telephone, a live operator from
our third party service provider will answer questions or will give guidance on how to
obtain answers or will check with the right sources within the Company to get the
Policies/Positions 1
associate’s questions answered. This service is available 24 hours a day / 7 days a
week. Compliance and Ethics Program
If an associate calls to report suspected misconduct, the operator will guide the The Company's Compliance and Ethics program is designed to foster a culture of
associate through the process and create a report with the details provided. The ethical conduct and ensure compliance with Company policies and applicable laws.
operator will promptly forward the report to the right sources within the Company for
follow-up. The Company's Compliance and Ethics organization consists of (i) the Compliance
and Ethics Executive Committee, whose members are the Company's General
If an associate accesses ComplianceConnections online, via the web, to ask Counsel, Controller, VP of Internal Audit and Chief Compliance and Ethics Executive,
questions or report suspected misconduct the Company’s third party service provider and (ii) the Office of Compliance and Ethics, which is managed by the Chief
will promptly forward the web communication to the right Company sources for follow Compliance and Ethics Executive who reports to the General Counsel.
up.
The Company's Compliance and Ethics program seeks to achieve continuous
In each case, the reporting associate will be told how feedback will be provided on the improvement through a holistic approach that emphasizes our Company's core value
associate’s questions or concerns. In some situations, however, because of the nature of "Integrity Always." It has many components, including communications and training
of the inquiry, the Company or ComplianceConnections may not be able to provide on the Company's Code of Conduct, legal compliance training, outsourced telephony
feedback on the investigation. and web reporting facilities, periodic legal compliance risk assessments and culture
The Company will investigate concerns about compliance with Company policies as surveys.
follows: The Office of Compliance and Ethics issues regular reports on significant
• The issue will be assigned for investigation to associates who are skilled and developments and program activities to the Company's Chairman and Chief Executive
objective. Officer. In addition, the Office of Compliance and Ethics reports periodically to the
Audit Review Committee of the Board of Directors.
• The investigators will gather information and determine facts. The investigation
will be prompt and thorough, and confidentiality will be maintained to the
1 Source: http://www.macysinc.com/AboutUs/Policies/ComplianceEthics.aspx

Vendor - Employee Conflict of Interest 1 A conflict of interest arises only when favors or gifts become more than nominal and
casual within the framework of the employee's business activities. For example, it
General Policies would not violate our conflict of interest policies to offer occasional invitations to lunch
or dinner which are normal in our business or to give items of nominal value (i.e.
Macy's employees may not: under $100 value) that display the vendor's logo and are used for promotional
purposes.
• Suggest that a Macy's current or prospective vendor may obtain or continue to do
business with the Company in return for a personal benefit (financial or All other gifts (including cash or gift certificates of any value) are not appropriate and
otherwise) or ask a current or prospective vendor to do something for, or to give we ask that our vendors use good judgment in this regard.
something to, the employee or someone else that might represent a violation of If you have questions or need clarification on Vendor-Employee Conflict of Interest
our policies by our employees; policies (gifts or hiring), please contact Macy's, Inc. Office of Compliance and Ethics -
• Engage in improper accounting or payment practices; or www.macyscomplianceconnections.com or 1-800 -763 -7290.
• Share confidential information about Macy's and our business in any

unauthorized way. Sharing that kind of information with a current or prospective
vendor could cost our employee his or her job; and Macy's may decide not to or
cease to do business with a current or prospective vendor that seeks such Macys ComplianceConnections²
information from our employees.
"INTEGRITY ALWAYS." This is one of our core values - a value that requires us to do
the right thing - always. It means that we have to be fair and honest in all our dealings
with our co-workers, customers, business partners, shareholders, competitors and the
Macy's requires full, fair, accurate, timely and understandable recording and reporting
communities in which we live and work. Failure to act with integrity will cost us dearly,
of financial information. Accordingly, all invoices and other documentation provided by
in terms of loss of image and reputation, and ultimately, loss of performance.
our vendors must accurately set forth the details of our transac tions with the vendor.
Our Company has provided this website to enable you to report good faith concerns
Policies Regarding Gifts
you may have about "INTEGRITY ALWAYS." This reporting program may be used to
Macy's employees (including family members) may not request or accept gifs, gift report a variety of ethics, integrity and compliance issues. When submitting a report,
certificates, discounts, gratuities or any other item of value (including services) of any you may choose to remain anonymous or to identify yourself and provide information
nature that would violate our conflict of interest policies from our suppliers or on how your Company may contact you directly if additional details are needed. In
prospective suppliers. Any attempt by a Company supplier or prospective supplier to either case, your report will be handled promptly.
influence an employee to purchase goods and services other than on the basis of
To submit a report, or to follow up on a report already submitted, please select from
quality, service, value and uniqueness could result in the loss of future business with
the links below. You will also find a link to Macy's Code of Conduct. If you would like to
the Company.
read an Overview of the Macy's Code of Conduct, please click here. Thank you for
helping Macy's succeed the right way.
1 Source: http://www.macysinc.com/AboutUs/Policies/Conflict.aspx
²Source: https://www.macyscomplianceconnections.com/

305. Delphi
BUSINESS CONDUCT STANDARDS 1 The Delphi gifts and entertainment policy applies to company operations globally. The
terms “suppliers” and “customers” are used in this policy in the broadest possible
Excellence in Society & Our Communities sense. A supplier is any person or organization, inside or outside Delphi, who
furnishes goods or services to Delphi. A customer is an individual or organization,
Avoiding Improper Payments inside or outside Delphi, who receives goods and services.
We believe in promoting good governance and the fair and impartial administration of Gifts and Entertainment to governmental officials and union officials raise
laws. It is, therefore, strictly prohibited to give a government official anything of value, special risks
directly or indirectly, to influence his or her judgment in the performance of official Never offer or provide gifts, gratuities or entertainment to government officials without
duties. It is likewise prohibited to ask a third party to make any payment, or do any prior approval from a senior officer responsible for Delphi operations or government
other act, that would be inappropriate for Delphi to do directly. relations in the particular country or region involved. It may be illegal or unethical to
In addition, as a U.S. incorporated company, bribery payments to foreign officials by offer such a gift. Delphi has policies on interacting with Government officials of various
any Delphi employee or agent are illegal under the U.S. Foreign Corrupt Practices Act countries that reflect local custom and practice. Make sure you know and follow these
(FCPA). Under FCPA, Delphi is accountable for the actions of its employees, including policies. Similarly, it may be illegal to provide a gift, or entertainment to a union or
non -U.S. citizens and employees of non-U.S. based subsidiaries and agents union official in the United States or other countries. Employees should obtain advice
throughout the world. Similar legislation has been enacted in many countries, from the human resources or legal staffs before providing a gift, entertainment or other
including France, Germany and Japan as part of a global effort to combat corruption gratuity to a union or union official.
and bribery. There are circumstances where facilitating payments may be appropriate, Members of Delphi’s Board of Directors or Executives may also discuss their specific
but those situations must be discussed with the legal staff prior to any action being questions regarding gifts and entertainment with the General Counsel or Chairman of
taken. Any questions as to whether a gift or payment would be considered improper the Board.
under our guidelines or national laws must be discussed with the legal staff.
Soliciting Gifts and Entertainment
Excellence in the Marketplace
Employees and directors may not solicit gifts or entertainment from anyone. Soliciting
gifts or entertainment, either directly or indirectly for yourself or family members, is
Gifts and Entertainment strictly prohibited. The size of the gift or entertainment is immaterial. All conduct in this
Delphi recognizes there are times when suppliers or customers will offer you gifts or regard that creates even the appearance of impropriety must be avoided.
entertainment opportunities and likewise, you may want to offer the same to our Accepting/Providing Gifts or Entertainment From/To Suppliers and Customers
suppliers or customers. It is Delphi’s policy that all relationships with suppliers and
customers must be based entirely on sound business decisions and fair dealing. As a general guideline you should not accept/provide anything that:
Business gifts and entertainment can build goodwill, but they can also make it harder • Compromises, or appears to compromise the integrity of the business
to be objective about the person providing them. In short, gifts and entertainment can relationship;
create their own “conflicts of interest.”
• Places you or others in an unsafe environment (e.g., gifts of
1Source: http://delphi.com/pdf/FoundationforExcellence10Jan2007.pdf

alcohol or alcohol related activities); world. Employees should make every effort to ensure the nature of entertainment
would withstand public scrutiny.
• Potentially embarrasses or damages your reputation or the reputation of the
Company (e.g., adult entertainment or establishments). Examples of permissible entertainment include:
• Refreshments before, during, or after a business meeting;
Accepting/providing gifts or entertainment from/to suppliers, customers, or potential • Meals before, during, or after business meetings or when otherwise business-
suppliers or customers should be infrequent, freely offered, consistent with the related;
customer or supplier’s policy and/or practice, be reasonable and customary in scope,
• Infrequent business related invitations to engage in activities such as golfing,
legal, and have a business related purpose that advances Delphi’s interests.
hunting, fishing, sporting, cultural events or a dinner invitation when accompanied
Infrequent is defined as uncommon, or occurring at widely separate intervals.
by a representative of the supplier or customer.
Employees around the world and directors are to apply this understanding prior to
accepting/providing gifts or entertainment. Cash gifts, or cash equivalents such as gift
certificates, should not be accepted/provided. Gifts may not be lavish. Any gift in
If an overnight stay is involved, the employee should give consideration to the nature
excess of $50.00 U.S. must be reviewed with management. All gifts provided must be
of the business purpose in relation to the entertainment provided. In any case, the
disclosed on an expense report. Depending on the country in which we are doing
employee should advise his or her supervisor that an overnight stay is involved and
business, appropriate gifts or entertainment may vary. Certain exceptions to the
obtain approval prior to accepting.
following guidelines may be made in countries where differing practices are
customary, with approval of your management, in consultation with your local Chief
Compliance Officer. Any questions regarding the appropriateness of a gift should be
addressed with local management and your local Chief Compliance Officer. Your Duty to Speak Up
Examples of generally acceptable gifts/favors, assuming they do not exceed the
No company can live up to its commitment to act with integrity if we, as individuals, do
generally acceptable $50.00 U.S. maximum, include:
not speak up when we should. That is why, in addition to knowing the legal and ethical
• Fruit baskets and other perishable foods; responsibilities that apply to your job, you should speak up if:
• Flowers; • You are ever unsure about the proper course of action and need advice; or
• Standard sales promotion, advertising or publicity items. • You believe that someone acting on behalf of Delphi is doing – or may be about
to do – something that violates the law or Delphi’s business conduct standards.
Business-related entertainment or social contact may be appropriate when properly

conducted on a non-lavish, limited basis and must not involve adult entertainment,
regardless of whether or not it is an acceptable practice in a particular part of the

Where to Go for Help The Delphi EthicsLine is operated by an independent company that helps businesses
respond to concerns about integrity and compliance. The line operates 24 hours a
If you do have a question or concern about ethical or legal stan dards, what should you day/seven days a week, and has translation services available at all times.
do?
• In the U.S. – Call the Delphi EthicsLine at 1 -888 -679 -8848 or visit the website
We work hard to foster an environment of open, honest communication. So if you www.tnwinc.com/webreport.
have a concern about a legal or business conduct issue, you have options. The most
• Outside the U.S. – Visit the website
important thing is that you use one of these options to ask the question or raise the
http://apollo.delphiauto.net/security/ethicsline1.htm for the number in the country
concern.
where you work.
Your supervisor is usually a good place to start with a legal or business conduct issue.
• Write – DELPHI ETHICSLINE, c/o The Network, Inc., 333 Research Count,
You may also get help or advice from: Norcross, GA 30092, USA.
• Your supervisor’s supervisor;
• The head of your department; What Happens if I Call – Can I Call Anonymously?
• Functional experts such as the legal staff, internal audit services, security or If you call the Delphi EthicsLine, the attendant (who is not an employee of Delphi) will
human resources; or listen and make a detailed summary of your call. The detail will be forwarded to
Delphi’s headquarters, where the information will be given confidentially to the
• Delphi’s Regional Compliance Officers or the General Counsel and Chief
appropriate individual to look into the matter.
Compliance Officer.
If you wish, your call can be made anonymously. The EthicsLine assigns tracking
numbers so that employees who do not want to give their name can still check back to
Also, throughout this Code, resources are identified with the symbol where you can receive a response or provide more information. Of course, giving your name can
get help or guidance about that particular section. often help us look into the matter, and as explained below, Delphi has a firm policy
against retaliation for raising a good faith concern under this Code.
The Delphi EthicsLine
Every effort will be made to give your call a quick response, especially when
If you ever feel unsure about where to go or are uncomfortable using one of the other
circumstances make that important. If an investigation is undertaken, we will look into
resources identified in this policy, Delphi has an additional resource that can help: the
the issue promptly and, whenever called for, see that corrective action is taken.
Delphi EthicsLine.
The purpose of the EthicsLine resource is to provide an opportunity to notify the
Company, on an anonymous basis, if requested, about concerns regarding
compliance, integrity and the Delphi business conduct standards described in this
policy.

Retaliation Will Not Be Tolerated Delphi’s Compliance and Integrity Program – What Does It Do?
Any employee who, in good faith, seeks advice, raises a concern or reports The Delphi Foundation for Excellence is more than just a description of our standards.
misconduct is following this Code – and doing the right thing. Delphi will not tolerate It is the centerpiece of the Delphi compliance and integrity program supported by our
retaliation against that person. Individuals engaging in retaliatory conduct will be Board of Directors and senior management.
subject to disciplinary action, which may include termination. If you suspect that you or
Administration of the compliance program is provided by the Company’s Chief
someone you know has been retaliated against for raising a compliance or integrity
Compliance Officer. In addition, the Compliance Review Board reviews programs for
issue, immediately contact the Delphi EthicsLine or Delphi’s regional or chief
adherence to Delphi’s ethics and compliance standards. The Chief Compliance Officer
compliance office.
reports directly to Delphi’s CEO and to the Audit Committee of the Delphi Board of
WE TAKE CLAIMS OF RETALIATION SERIOUSLY. ALLEGATIONS OF Directors.
RETALIATION WILL BE INVESTIGATED AND APPROPRIATE ACTION TAKEN.
Together, the Chief Compliance Officer and the Compliance Review Board monitor
Your Personal Pledge to Do the Right Thing Delphi’s ethics and compliance program. This responsibility includes:
• Assigning roles and responsibilities for the program;
This Foundation for Excellence represents a commitment to doing what is right. By
working for Delphi, you are agreeing to uphold this commitment. Understand the • Overseeing compliance training and communications;
standards set forth in this policy and the guidelines that apply to your job – and always
• Overseeing compliance auditing and monitoring;
follow them. Those who fail to follow these standards put themselves, their co-
workers, and Delphi at risk. They are also subject to disciplinary action, including • Overseeing internal investigation processes;
termination.
• Reviewing disciplinary procedures for Code violations; and
• At the back of this policy is a pledge. After you have reviewed Foundation for
• Monitoring the operation of the Delphi EthicsLine.
Excellence, sign and return the pledge to the designated human resources
representative. All employees who receive this policy must sign the pledge. It is
your commitment to doing what is right.

306. Delhaize Group
CORPORATE GOVERNANCE CHARTER OF DELHAIZE GROUP 1 vendors, suppliers, franchisees, contractors, and other members of the business
community. Each associate and director should endeavor to deal fairly with such
RELATIONSHIPS members of the business community. None should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
Conflicts of Interest misrepresentation of material facts, or any other unfair-dealing facts. Also, associates
must not be influenced by gifts or favors of any kind from other members of the
The company respects the rights of associates and directors to manage their personal business community. It is Delhaize Group policy to discourage the receipt of gifts
affairs and investments and does not wish to intrude upon their personal lives. At the either directly or indirectly by associates that may be misconstrued as an attempt to
same time, associates and directors must act in the best interests of the company and influence business decisions. The company expects each associate to exercise
avoid situations that present a potential or actual conflict between their personal reasonable judgment and discretion in accepting any gratuity or gift offered to the
interests and the interests of the company. associate in connection with employment at Delhaize Group. If an associate is not
It is not practical to list every activity or interest that might represent a conflict of certain whether a gift or favor may be accepted, the associate should obtain
interest. However, for example, a conflict, or appearance of a c onflict, may arise by permission in advance from the associate’s supervisor.
accepting an inappropriate gift (see “Relationships with the Business Community” In any case, the company requires that an associate disclose to such associate’s
below) from a current or potential customer, supplier, franchisee, or competitor; supervisor the receipt of any gifts or favors of any kind from other members of the
owning a significant financial interest in, or serving in a business capacity with, an business community. This does not apply to unsolicited promotional materials of a
outside enterprise that does or wishes to do business with, or is a competitor of, the general advertising nature, such as imprinted pencils, memo pads, and calendars, or
company; serving as an intermediary for the benefit of a third party in transactions other gifts of nominal value in the aggregate as long as the gift:
involving the company; using confidential company information or other corporate
assets for personal profit; conducting business for another enterprise during our • is reasonable and customary, not lavish or extravagant;
normal working hours; or using company property to conduct business for another • is accepted without any express or implied understanding that the recipient is in
enterprise. A conflict can also occur if an associate, a director, or a member of either’s any way obligated; and
family receives personal benefits as a result of the associate’s or director’s position in
the company. • would not embarrass our company if publicly disclosed.
Actions by associates that might involve a conflict of interest, or the appearance of

one, should be disclosed in writing to the associate’s local management for review Presents of a ceremonial nature in keeping with national custom may be permitted as
and approval. The disclosure and approval will be filed in the associate’s personnel long as what is accepted is not in violation of any applicable law, cannot be construed
file. Associates who knowingly fail to disclose conflicts may be subject to discipline, as a bribe or a payoff, and would not embarrass the company if disclosed publicly.
including dismissal.
Relationships with Government Officials
Relationships with the Business Community
Many countries in which Delhaize Group does business have specific laws on
The company strives to maintain a cordial, but professional, relationship with its conducting business with government officials. Under such laws, typically, a company
1 Source: http://www.delhaizegroup.com/LinkClick.aspx?fileticket=oTQATaDixtE%3d&tabid=94

(including its shareholders, directors, officers, other associates, and advisors) is with the degree of cooperation displayed by you and whether the violation is
prohibited from directly or indirectly offering, promising to pay, or authorizing the intentional or unintentional, will be given consideration in the company’s investigation
payment of money or anything of value to a government official to win or retain and any resulting disciplinary action.
business or favorable treatment. The above does not apply to any fees, sometimes
No Retaliation
referred to as facilitating payments, charged by government or non-government
bodies as required by law or for provision of a required service. Each associate and Delhaize Group will not retaliate against anyone who, in good faith, notifies us of a
director should endeavor to deal fairly with government officials. None should take possible violation of law or this Code, nor will the company tolerate any harassment or
unfair advantage of any government official through manipulation, concealment, intimidation of any associate who reports a suspected violation or participates in an
abuse of privileged information, misrepresentation of material facts, or any other investigation of a suspected violation. In addition, there are “whistleblower” laws in
unfair-dealing actions. All associates should be familiar with and adhere to these certain jurisdictions that are designed to protect associates from discrimination or
requirements. Any questions should be referred to your local management or the harassment for providing information to us or governmental authorities, under certain
Office of the General Counsel. circumstances, with respect to certain legal requirements such as those governing
workplace safety, the environment, securities fraud, and fraud against shareholders.
ADMINISTRATION OF THE CODE
Role of Supervisors and Officers

Supervisors and officers have important roles under this Code and are expected to
demonstrate their personal commitment to this Code by fostering a workplace
environment that promotes compliance with the Code and by ensuring that associates
under their supervision are familiar with the Code and participate, as appropriate, in
compliance training programs offered by Delhaize Group.
Investigations; Disciplinary Action
Delhaize Group will initiate a prompt investigation following any credible indication that
a breach of law or this Code may have occurred. The company will also initiate
appropriate corrective action as deemed necessary, which may include notifying
appropriate authorities.
If you violate any provision of this Code, you may be subject to disciplinary action,
including discharge to the extent permitted by applicable law. Please be aware that
Delhaize Group may seek civil remedies from you, and if your violation results in
monetary loss to the company, you may be required to reimburse the company for
that loss. If you are involved in a violation, the fact that you reported the violation,
together

307. Magna International
CODE OF CONDUCT AND ETHICS 1 must seek it in writing from our Corporate
This Code of Conduct and Ethics sets forth the basic principles we are committed to Governance and Compensation Committee and any such waivers granted will be
with respect to our dealings with all of our stakeholders and also acts as a guide to publicly disclosed in accordance with applicable law, rules and regulations. Any
assist our employees in meeting the ethical standards reflected in the Code. employee that is not an officer and who requires a waiver of this Code may seek such
a waiver in writing from our General Counsel, Corporate Secretary or senior human
As a statement of the basic principles we are committed to with respect to our resources officer.
stakeholders, this Code complements our Corporate Constitution which forms a part
of our Articles (charter documents), our Employee’s Charter and a number of our From time to time, an employee may become aware of a violation of this Code by
corporate policies, including those dealing with insider trading, environmental others in the Magna Family of Companies. Any violations of this Code should be
responsibility, occupational health and safety, and the policies set out in our Employee reported through the Good Business Line which we have established, or directly to our
Handbooks, all as amended from time to time. Audit Committee. In either case, an employee may do so anonymously. We will
ensure that an employee will not be penalized, discharged, demoted, suspended or
As a guide to assist our employees, this Code cannot address eve ry situation that discriminated against for reporting in good faith any violation of this Code.
may arise. Where an employee is in doubt about how to act in any situation, they
should first consider whether their action is or would be legal, ethical, honest and fair. We have developed a strong reputation for producing a “better product for a better
It may be helpful for an employee to consider whether he or she would be unwilling or price” and providing innovative solutions to customers, delivering consistent financial
embarrassed to discuss a possible course of action with a friend, family member or returns to shareholders, treating employees with fairness and respect and
co-worker; if so, there is a strong chance that this course of action may violate this demonstrating our commitment to all our stakeholders. The success we have
Code. If still unsure, an employee can discuss the matter with a supervisor as achieved has been based on the dedication and hard work of our employees, the
contemplated by our Open Door policy or call Magna’s Good Business Line on an entrepreneurial spirit of our operations managers and the leadership of our
anonymous basis. Employees will not be penalized, discharged, demoted, suspended management. Our reputation and our success could not have been possible without
or discriminated against for enquiring in good faith about actions which may violate our commitment to a corporate culture rooted in fairness, integrity, honesty and
this Code. concern for people. We believe this Code will help strengthen these principles and
allow us to build on our past successes.
This Code applies to all of our employees, including all of our officers, and to our
directors. Failure to abide by this Code will lead to disciplinary action, proportionate to Fair Dealing
the breach. In the case of a serious breach, an employee may be dismissed for just We will seek to secure business from customers on the basis of having a “better
cause. Our consultants, independent contractors, agents and other representatives product for a better price”.
will be required to meet the same ethical standards as our employees and will face the
same types of consequences, up to and including termination of any consulting, Our employees will not, directly or indirectly, offer bribes, kickbacks or other similar
contract, agency or representative relationship with us. payments, nor promise any other improper benefit for the purpose of influencing any
customer, supplier, public official or any other person, nor will they, directly or
Waivers of this Code may from time to time be granted in limited circumstances to our indirectly, accept bribes, kickbacks or any other improper benefit which could
directors, officers and employees. Any director or officer who requires such a waiver influence or appear to influence them in the performance of their duties, provided that
any
1 Source: http://www.magna.com/magna/en/ investors/governance/documents/pdf/Magna_Code_of_Conduct.pdf

payments which are permissible under applicable law are not prohibited under this
Code. Reasonable business entertainment and gifts or favours of nominal value or
those which are appropriate in the circumstances will not be considered a breach of
our commitment to fair dealing, as long as such entertainment or gifts are consistent
with business practice, not intended as an inducement, not contrary to applicable law
and will not embarrass us or our employees if disclosed publicly.

308. Travelers Cos.
CODE OF BUSINESS CONDUCT AND ETHICS1 entertainment of reasonable value that may be part of the normal business process;
however, you should decline gifts or entertainment that could be interpreted as an
Introduction attempt to influence your judgment. You may never accept gifts of cash or securities.
If you are unsure whether a situation is impacted by the Code of Conduct or other In addition, gifts should not be received on a regular or frequent basis.
Company policies, you should discuss the situation with your supervisor, your HR The “reasonable value” for gifts and entertainment will be determined by Management
generalist or the Compliance Officer or Group General Counsel for your business unit. Committee member responsible for your business group. Gifts or entertainment
If you become aware of any existing or potential violation of any law, regulation or the exceeding a reasonable value should not be accepted. The responsible Management
Code of Conduct, you must notify the Chief Compliance Officer. You may contact the Committee member may authorize acceptance of a gift that is then given to charity in
Chief Compliance Officer directly or you may provide notification by calling the Ethics order to avoid embarrassing a customer or business associate so long as it is clear
Helpline in the U.S. or Canada at 866.782.1441. Persons calling from a country other that the gift was not given to secure a business relationship with the Company. The
than the U.S. or Canada may call the Ethics Helpline collect (toll-free) at responsible Management Committee member may also require that the Company
866.782.1441. Additionally, you may also use the Ethics Helpline Web site reimburse the provider of the entertainment or gift.
(www.ethicspoint.com). Individual business groups may adopt a more restrictive policy with respect to gifts
Every effort will be made to protect your identity when you contact the Chief and entertainment. You should become familiar with your business group’s policy.
Compliance Officer or appropriate designee directly. In some instances, however, it Gift Giving and Unusual or Illegal Payments
may be impossible to keep your identity confidential because of the demands of
conducting a thorough investigation or because of legal requirements. If you are The Company, including its officers, directors and employees, does not offer or make
concerned about confidentiality, you may consider placing an anonymous call to the payments to, and does not provide any other inducements or lavish entertainment to,
Ethics Helpline or submit your concerns via the Ethics Helpline Web site. To government officials, regulators or customers in order to sell our products or services
encourage the reporting of violations of the ode of Conduct and asking of questions or obtain an unfair advantage in the marketplace.
related to compliance and ethics, Travelers will not permit reta liation or harassment for Certain appropriate entertainment may be offered to customers by employees
reports made or concerns raised in good faith. “Good faith” does not mean that the authorized to do so, subject to business expense reimbursement requirements
report or concern raised must be correct, but it does require that the person making applicable to your business. You must comply with all business specific policies
the report or raising the concern believe that he or she is providing truthful information. relating to customer entertainment. If circumstances warrant a gift, carefully consider
how it might appear to others. If your gift could be interpreted as a consideration for an
official or business favor, you must not give the gift. If you are giving a gift in a
personal, not a professional, capacity, that intent must be very clear.
Receipt of Gifts and Entertainment
Federal, state and many local jurisdictions have laws restricting gifts that may be
You may not accept, and may not allow an immediate family member to accept, gifts, provided to its officials. These laws range from absolute bans, regardless of value, to
loans, services or preferential treatment from anyone in exchange for a current or prohibitions on giving gifts in exchange for a favorable decision by an official. In
future business relationship with Travelers. You may accept a non-cash gift or addition, the U.S. Foreign Corrupt Practices Act outlines very serious provisions
1Source: http:// www.travelers.com/iwcm /trv/docs/codeofconduct.pdf

against bribery, including the payment of anything of value to foreign officials. A Where required by law or as directed by Travelers General Counsel, all employees,
foreign official includes any person employed by or representing a foreign officers and directors must cooperate with all Company, governmental, regulatory and
government, officials of a foreign political party, officials of public international other investigations. Any action to fraudulently influence, coerce, manipulate or
organizations and candidates for foreign office. Such payment need not take the form mislead an investigation will result in disciplinary action up to and including immediate
of cash. Providing or offering gifts, services, amenities or other types of consideration termination of employment.
are also prohibited. Individuals may be imprisoned, and together with their
organizations, may be fined for violating the Foreign Corrupt Practices Act. As a
representative of the Company, you must not seek to influence the judgment of any
employee or representative of any government by promising or giving money, gifts or
loans or by any other unlawful inducements. To ensure compliance with these laws,
gifts to foreign officials and regulators must be pre-cleared with the Chief Compliance
Officer.
Certification Obligations
All employees, officers and directors are required as a condition of continued
employment to annually certify their adherence to the Code of Co nduct and all policies
referenced herein. In addition, employees and officers may be required to complete
training programs associated with the Code of Conduct and the policies referenced
herein as determined by the Chief Compliance Officer.
Certification of the Code of Conduct signifies, among other things, that you
understand and agree to comply with the Code of Conduct and all Company policies.
The Company’s policies and procedures, including but not limited to, the Employee
Policy Guide, the Internal Dispute Resolution Policy, the Employment Arbitration
Policy and the Code of Conduct for System Users are also available for your review
on Inside.
Failure to adhere to the Code of Conduct and its associated obligations may subject
you to disciplinary action up to and including immediate termination of employment.
Compliance with Laws, Rules and Regulations
It is the Company’s policy to comply with all applicable laws, rules and regulations. It
is the personal responsibility of each employee, officer and director to adhere to the
standards and restrictions imposed by those laws, rules and regulations.

311. Hartford Financial Services
CODE OF ETHICS AND BUSINESS CONDUCT 1 Integrity in the Marketplace

Ethical Principles
Illegal, Unethical and Improper Business Practices
The Hartford is committed to conducting its business according to the highest
standards of honesty, integrity and respect for individuals and to demonstrating to our Bribes – Employees are strictly prohibited from offering, soliciting or accepting bribes.
customers, investors, business partners and government officials that their trust in The A bribe can be cash or anything of value that is offered or accepted as a “quid pro
Hartford is well deserved. Every employee is expected to abide by the ethical quo,” that is, as part of an agreement to do, or not to do, something in return for the
principles and policies set forth in this Code. The Code applies to all executives, payment or other thing(s) of value.
officers and employees of The Hartford. The Company also expects its business Gifts – For purposes of this policy, a “gift” is defined as “the voluntary transfer of an
partners to act in accordance with the standards or policies described in this Code item by one person or enterprise to another without compensation” and can be
whenever they are working with or on behalf of The Hartford. Throughout this Code, anything of value including goods and services. The terms “gift” and “entertainment,”
the term “business partner” will apply to agents, vendors, suppliers and independent as used in this policy, shall have the broadest meanings possible, including, but not
contractors who provide products or services to or on behalf of the Company. limited to any trips, entertainment, benefits, events and any other gratuitous item or
The success of The Hartford’s compliance programs depends upon each and every thing of value.
employee ’s diligent efforts to comply with this Code. All employees are expected to Employees and their immediate family members may not give a gift to, nor may they
perform up to the highest ethical standards and in accordance with applicable laws, accept a gift from, any third party beyond those courtesies deemed to be customary,
rules and regulations. The Hartford will not tolerate corrupt or illegal practices, reasonable and proper under the particular business circumstances.
including bribery or kickbacks, and such actions will result in disciplinary action, up to
and including termination. Every employee is responsible not only for his own conduct As a general rule, accepting or giving a gift having a value in excess of US $100, in
but also for reporting immediately any known violation of the Code. This reporting any individual situation, is considered beyond what is customary, reasonable and
responsibility extends to situations that involve non-employees, such as business proper. Inexpensive gifts of a promotional nature or social invitations that are
partners. When requested to do so, employees have the duty to cooperate fully with considered customary, reasonable and proper under the business circumstances
internal investigations, which duty includes the truthful disclosure of all relevant (such as a business meal) may be accepted. However, employees must never:
information. The refusal to cooperate constitutes grounds for disciplinary action up to • Accept or give any gift of cash or cash equivalents (such as gift certificates,
and including termination. Any violation of this Code by an employee is against the loans, stock, stock options, etc.); or
Company’s interest and shall be considered activity beyond the scope of that
employee ’s authority to act. • Participate in any activity that they know would cause the person or party offering
or receiving the entertainment to violate any law, rule, regulation or the specific
Conflicts of Interest ethical standards of their own employer.
Forbidden Payments – Employees shall not take or approve any action that will
require payment from corporate funds if such an expenditure is not authorized or
reimbursable under Company policy. Whenever possible, employees should obtain written approval from their supervisor or
the appropriate compliance officer before accepting or giving any gift that might have
1 Source: http://www.thehartford.com/higfiles/pdf/CodeHIG.pdf

a value exceeding $100. When obtaining that approval is not practical prior to appropriateness during the reimbursement process and are subject to subsequent
accepting a gift, such approval should be requested as soon as possible thereafter. review by the Internal Audit Department.
Any supervisor granting such approval must forward a copy of the approval to the
Frequent business entertainment or gifts, given to or received from the same party,
appropriate compliance officer who will maintain a log of all gift activity.
even if within the acceptable monetary threshold in each instance, may still be
Questions regarding the appropriateness of accepting or giving gifts should be considered a conflict of interest. For approval of gifts and entertainment that exceed
directed to the employee’s supervisor and the appropriate compliance officer. It is the monetary limits set forth above, employees should use the Travel & Expense Pre-
every employee’s responsibility to voluntarily seek clarification or approval without the Approval Authorization Form to document the required approval.
need for any inquiry by their supervisor. In addition, employees must respect the
Integrity in Government Relationships
policies regarding gifts and entertainment of our business partners and customers and
avoid creating situations that may violate such policies. See also the Company’s The Hartford is committed to contributing to the betterment of the communities in
policy on Gift Certificates and Non -Cash Awards for Business Partners. which it does business through active involvement in civic and public affairs.
Entertainment – Providing or accepting entertainment in the course of an employee’s This involvement includes participation in policy debates on issues that affect The
work-related activities must always have a legitimate business purpos e and should not Hartford, its customers, employees and shareholders. When representing The
compromise the business judgment, impartiality or loyalty of those being entertained. Hartford, employees must use care in all contacts and dealings with government
Employees may accept a reasonable level of entertainment from business partners officials and their employees and must comply with all applicable laws, rules,
with whom The Hartford has or is seeking a business relationship unless the regulations and corporate policies. Employees are likewise encouraged to participate
employee ’s business unit/department has adopted more restrictive guidelines. as private individuals, on their own time, in the civic and political life of the
communities in which they live and work.
The term “reasonable” can vary depending upon the situation and the level and/or
corporate positions of the parties involved, but in no event should the value of such Government departments and agencies are governed by strict laws, rules, regulations
entertainment, in any individual situation, exceed $250 unless approved by a and internal controls prohibiting acceptance by their employees of entertainment,
supervisor who reports directly to a member of the Office of the Chairman. Employees meals, gifts, gratuities and other things of value from firms and persons with whom
may provide a reasonable level of entertainment to business partners, customers or those organizations do business or over whom they have regulatory authority. All
other third parties with whom The Hartford has or is seeking a business relationship. employees who have contact or dealings with government officials and their
Employees must exercise good judgment in offering entertainment. It should not be employees are required to be aware of and comply with those specific standards.
lavish, unusual or extravagant in the eyes of an objective third party.
Contacts with Government Officials – Contacts on behalf of The Hartford with
Any entertainment, in any individual situation, with a value exceeding $250 must be government officials to influence legislation, regulatory policy or rulemaking, including
approved, in advance whenever possible, by a supervisor that reports directly to a grassroots lobbying contacts, or contacts with senior level state insurance department
member of the Office of the Chairman. Such entertainment must not be offered if the officials on matters involving The Hartford individually, are undertaken only at the
employee knows that it would be prohibited by the specific policies of the other party. direction of the Government Affairs Unit of the Law Department. The hiring of outside
The Hartford’s Travel and Entertainment Policy Guidelines will govern employee counsel or public affairs firms to lobby on behalf of The Hartford requires the approval
expense reimbursement. Entertainment expenses are routinely reviewed for of the Government Affairs Unit.

Government Affairs is responsible for complying with all lobbying registration and filing criminals from using our free enterprise system to fund terrorist and other criminal
requirements at the federal and state levels, as well as documenting lobbying activity activities, including, the so-called USA PATRIOT Act of 2001. Money laundering is the
for tax purposes. Contacts with state insurance departments and other government process of engaging in a financial transaction, or a series of transactions, that involves
agencies to comply with routine regulatory requirements (such as market conduct funds used for or derived from criminal activities. The USA PATRIOT Act makes it
exams or data calls) do not require clearance from the Government Affairs Unit. mandatory for financial services companies to have an anti-money laundering
program that contains four basic components:
Employees involved in sales activities with government entities may be subject to
lobbying and gift laws in some jurisdictions and should consult with the Government • Internal Policies, Procedures and Controls;
Affairs Unit or the appropriate compliance officer before contacting public officials in
• Designation of an Anti-Money Laundering Compliance Officer;
connection with such activities.
• An Independent Audit Function; and
Entertainment or Gifts for Government Officials – No Hartford employee shall
authorize or offer any gifts, gratuities or non-business-related entertainment, even of a • Ongoing Employee Training
token nature, for the personal use of employees or officials of any government agency
to which The Hartford is seeking to sell, is selling goods or services, or is lobbying
without prior consultation with a member of the Government Affairs Unit or the The Hartford is committed to ensuring that its anti-money laundering program meets
Director of Compliance. these requirements and that all employees and business partners comply fully with the
laws and regulations designed to combat money laundering and the financing of
Compliance with Laws
terrorism.
Foreign Corrupt Practices Act – The Foreign Corrupt Practices Act (FCPA) strictly
Under no circumstances may any employee knowingly facilitate or participate in any
prohibits the use of bribes or illegal payments to any non-United States official,
money laundering activity. Any employee who does so will be subject to severe
political party or political candidate to obtain or retain business or other improper
disciplinary action, including possible termination of employment, and may be referred
advantage. Acts prohibited under the FCPA include illegal or questionable customer
to federal or state law enforcement and regulatory agencies for consideration of civil
rebates; commercial bribes and kickbacks; financial transactions that involve
and criminal penalties. Employees with questions concerning their duties,
manipulation of sales, earnings, or other financial data; use of interstate commerce to
responsibilities or obligations under the Company’s antimony laundering program
pay or facilitate payment to any non-United States government official, political party,
should contact the designated anti-money laundering compliance officer for their
or political candidate; and keeping inaccurate books and records that attempt to
business area or the Director of Compliance. For more information, see the
disguise or conceal illegal payments. In addition, the use of an y third party agents or
company’s Anti-Money Laundering Policy. Economic Trade Sanctions/OFAC – The
intermediaries to facilitate any of the illegal payments or actions described above is
Hartford must also comply with the various economic and trade sanctions programs
strictly prohibited. For more information, see The Hartford’s Foreign Business
administered by the U.S. Treasury Department’s Office of Foreign Assets Control
Practices Standard.
(“OFAC”). These sanctions programs prohibit a variety of commercial activities with
Anti-Money Laundering (USA PATRIOT Act) – The Hartford is committed to specified countries, including specific rules relating to insurance transactions, as well
complying with all applicable laws and regulations aimed at deterring terrorists and as specific entities and individuals included on OFAC’s list entitled “Specially
other Designated Nationals and

Blocked Persons” which can be found at the OFAC website at Certification Requirements
http://www.treas.gov/ofac/. All employees must understand the obligations of these
Every employee is responsible for maintaining the standards of ethical conduct as set
policies to ensure that prohibited transactions do not occur. Any questions concerning
forth in this Code. To help ensure compliance with the Code, The Hartford requires all
any situation that may involve a prohibited transaction should be immediately referred
employees to certify annually that they have received and read the Code and fully
to the designated anti-money laundering compliance officer for that business area or
understand their responsibilities to comply with the Code.
the Director of Compliance. For more information, see the company’s Economic
Sanctions Policy. New employees will receive training on the Code upon joining The Hartford.
Employees also will receive additional training on the Code whenever a new or
Reporting Violations of the Code
substantially enhanced version of the Code is adopted. Periodic training will be
Where to Report Violations – Violations of this Code may be reported using one or conducted for all employees as necessary. Managers and supervisors are responsible
more of the following methods: for ensuring that all employees under their supervision have undergone any required
training.
1. Talk to a supervisor. Whenever possible, employees should discuss the matter
with their supervisor. Employees and supervisors are encouraged to work The Hartford’s Director of Compliance will monitor the training and certification
together to achieve a fair resolution of the alleged violation, problem or issue. process for adequacy and compliance. Failure to comply with the required certification
Supervisors also have a responsibility to document the reported issue and to process or the requirements of the Code will result in appropriate disciplinary action,
provide a copy of the report to the Director of Compliance. If the issue remains up to and including termination of employment.
unresolved to the satisfaction of the reporting person, or if a particular situation
does not allow that employee to seek assistance from his direct supervisor, he
should contact the Hartford HR Service Center to speak with an Employee
Relations Consultant or any of the other contacts listed below.
2. EthicsPoint. The Company’s outside service provider, EthicsPoint may be
contacted by telephone at 1-866 -737 -6812 (for employees in the U.S. and
Canada) and 1-866-737-6850 (for employees in all other countries), via The
Hartford’ s EthicsPoint secure Web site, or through written correspondence sent to
The Hartford, c/o EthicsPoint, P.O. Box 230369, Portland, Oregon 97281-0369.
Reports made to the General Auditor or to EthicsPoint on such matters will be
made available to the Audit Committee of the Company’s Board of Directors.
3. Contact the Internal Audit Department - Investigative Services Unit. For all
employees, the contact is Jack Jacewicz at (860) 547-6554.
4. Contact the appropriate Line of Business Compliance Office r.

312. Abbott Laboratories
2007 Global Citizenship Report 1 Ethics and Compliance Disclosure Program, which includes a telephone and Web-
based hotline available around the clock, received approximately 700 questions and
Governance Ethics and Compliance allegations in 2007. We analyze each allegation, take corrective action where
warranted, and generate metrics that allow us to spot trends and respond to them as
Ethics & Compliance need be.
Our integrity is based on decisions – large and small – that our employees at every Employee training and education programs increase awareness of the legal and
level of the company make each day. Our decisions are guided by our values, a sense ethical implications of business decisions. We added a training module on Supplier
of ethics, and respect for the law. Diversity Awareness and 99.81% of the 18,000 employees completed the training.
To support our commitment to ethical conduct and compliance with the law, we have a "When it comes to ethics and compliance, you must set the tone at the top and in the
long-standing ethics and compliance program. It is led by the Vice President and Chief middle, and you also need to get far down in the organization. The further down in the
Ethics and Compliance Officer and supported by a global staff of 61. Next steps organization you can get – both globally and locally – the more likely you are to be
include adding compliance directors in the fast-growing markets of Russia and India. successful. That's what the people in Abbott's Ethics and Compliance program are
really trying to do. You need to make sure the people producing, researching and
Our program is built on seven key tenets: marketing really identify with the company, really care about what they're doing.
• providing strong ethics and compliance leadership Abbott has the advantage of doing health care, something that really matters in
people's lives."
• clearly articulating our standards
— Patricia Werhane, who holds joint appointments in business ethics at DePaul
• encouraging communication University and the University of Virginia's Darden Graduate School of Business
• increasing awareness through training We use a number of approaches to engage employees in our ethics program. One
• delivering accountability successful approach has been the use of interactive ethics challenge games in
conjunction with a help desk or booth activity. These face-to-face interactions allow for
• providing timely assessment informal discussions with OEC personnel and provide opportunities to learn more
• delivering prompt remediation about the company's guidelines, regulations, and the importance of individual actions.
For example, "Score with Ethics," an interactive question and answer assessment
based on the core values of our company, was developed to help international
Our Code of Business Conduct, which is available in 35 languages, helps ensure that employees learn more about the Code and the resources available to them. This
all Abbott employees have a clear understanding of legal and regulatory requirements, learning tool was made available to our affiliates worldwide to test and enhance their
Abbott's policies and procedures, and the company's shared ethical principles. ethics and compliance knowledge. We also customized the U.S. awareness program
Annually, all employees are required to certify to Abbott's Code of Business Conduct. and will introduce it in 2008 at our U.S. sales meetings and plant events. In 2007, we
Two- way communication is key to a successful ethics and compliance program. Our engaged more than 8,000 employees worldwide in this unique awareness and
learning effort.
1Source: http:// www.abbott.com/global/url/content/en_US/40.20.10:10/general_content/General_Content_00258.htm

A key part of Abbott's ethics and compliance programs are the policies and Our approach to ethics and compliance is multifaceted and covers seven key areas:
procedures that the OEC has created to guide employees as they conduct their day to
• Leadership: Abbott's Office of Ethics and Compliance (OEC) is led by our Vice
day activities within the global health care community. To ensure that all Abbott
President and Chief Ethics and Compliance Officer. The OEC has appointed
employees are always working within the standards set by federal, state and industry
dedicated ethics and compliance staff to support each of our businesses. The
regulations, Abbott has made it a point to use PhRMA, AdvaMed, OIG guidance and
Chief Ethics and Compliance Officer makes periodic reports to the public policy
various laws (Federal and State) as the foundation of Abbott's policies and
committee of Abbott's board of directors and gives an annual report to the full
procedures.
board. This officer also chairs our Business Conduct Committee, which oversees
As the healthcare industry continues to grow, more and more laws are being created implementation of the ethics and compliance program.
to monitor health care manufacturer's activities. Some of the new laws that have
• Standards: Abbott's Code of Business Conduct provides guidance on business
emerged recently include state reporting laws, which require health care
conduct and practices to all employees and agents. Our code includes contacts
manufacturers to report marketing costs for a particular state on an annual basis.
for asking questions, requesting further information or reporting suspected
Currently California, Nevada, West Virginia, Minnesota, Vermont, Washington, D.C.,
violations. The code requires that complaints or concerns regarding accounting,
and Maine all have laws or regulations that require this type of reporting. Abbott
internal accounting controls or auditing matters be promptly communicated to
continues to review new laws as they are passed and is in compliance with all
Corporate Internal Audit or the OEC. We continually monitor the nature of
required state reporting at this time.
employee inquiries and make appropriate adjustments to our training and
Operating Globally, Acting Locally communications.
Understanding and adhering to local laws, regulations and other requirements is vital • Communications: We offer a number of resources to employees, such as Abbott's
for our employees no matter where they work. The Affiliate Compliance Program was Ethics and Compliance Helpline, a telephone and Web-based hotline available 24
designed to formalize compliance programs, including distinct policies and procedures hours a day, seven days a week. In addition, the OEC creates opportunities to
in each of the countries where Abbott operates. In 2007, we improved local engage in face-to-face interactions with employees by participating in national
implementation of the ethics program through better information sharing, training, and and regional sales meetings and local site meetings. Issues also are highlighted
awareness across the business. The International Compliance Web site provides on our OEC intranet site and through other targeted communications vehicles.
direction and guidance to help employees understand and operate in compliance with
• Training: Employee training and education programs increase awareness of the
local policies and procedures.
legal and ethical implications of business decisions.
We offer a number of resources to employees, such as Abbott's Ethics and
• Accountability: Abbott does not tolerate retaliation against anyone who makes a
Compliance Helpline, a telephone and Web-based hotline available 24 hours a day,
good-faith report regarding a violation or potential violation of Abbott's code. This
seven days a week.
guideline is well publicized and enforced.
Ethical conduct and compliance with the law are central to fulfilling our responsibility to
• Assessment: Results of program monitoring and compliance audits are shared
our stakeholders. Honesty, fairness and integrity represent the necessary conditions
with each Abbott business. Specified time frames are given to implement
of an ethical workplace and are non -negotiable.
recommendations.

• Remediation: OEC responds promptly to detected problems with corrective (5) Your Division’s Divisional Ethics and Compliance Officer;
action.
(6) The Vice President and Chief Ethics and Compliance Officer, or the
Divisional Vice President, Ethics and Compliance; or
24 -Hour Helpline (7) The Ethics and Compliance Helpline (see contact information on page 5).
We offer a number of resources to employees, such as Abbott’s Ethics and • To contact the Vice President and Chief Ethics and Compliance Officer, who
Compliance Helpline, a telephone and Web-based hotline available 24 hours a day, manages the Office of Ethics and Compliance (“OEC”):
seven days a week.
- Telephone: 1-847-937-5210
- Fax: 1-847-935-3969
- E-mail: OEC@abbott.com
Code of Conduct 1 Address written communications to the Vice President and Chief Ethics and
Compliance Officer, other than faxes and e-mails, to:
Decision-Making; Operation of the Code
• Vice President and Chief Ethics and Compliance Officer
Disclosure Program Abbott Laboratories, Dept. 036X, Bldg. AP6A/1
100 Abbott Park Road
Third, Abbott recognizes that many decisions are not easy. So, any time we have a Abbott Park, Illinois 60064-6008, USA
difficult decision to make, or we don’ t understand how the Code applies in a particular
case, we should ask for advice and guidance. If we become aware of any violations or Clearly mark the envelope with the following phrase:
potential violations of the Code, or if we have complaints or co ncerns regarding “CONFIDENTIAL – TO BE OPENED BY THE VICE PRESIDENT AND CHIEF
accounting, internal accounting controls, or auditing matters, we must promptly notify ETHICS AND COMPLIANCE OFFICER”.
the appropriate persons as indicated on page 5.
Mark e-mails “CONFIDENTIAL”
• For any questions or concerns about interpreting or applying this Code, or any
related Abbott standard, policy or procedure, contact: • The Ethics and Compliance Helpline is available 24 hours a day, 7 days a week.
Calls to the Helpline may be made anonymously. To access the Helpline:
(1) Your manager;
(1) From the United States, Puerto Rico or Canada, dial 1-866-384-2756.
(2) Another manager;
(2) In all other countries, contact the local AT&T USA Direct Operator and then
(3) A Human Resources representative; dial or request the operator to dial 1-866-384-2756.
(4) An attorney in the Legal Division;
1Source: http:// www.abbott.com/static/content/document/COBC_English.pdf

If you have any problems with the toll-free number, place a collect call to 1-847-937- GIFTS, MEALS AND ENTERTAINMENT
5210.
We will not seek, accept, offer, promise, or give (directly or indirectly) anything of
• Anyone who becomes aware of a violation, or potential violation, of this Code or value—including payments, fees, loans, services, entertainment, favors or gifts—from
any related Abbott standard, policy or procedure, must promptly notify the Office or to any person or firm as a condition or result of doing business with Abbott.
of Ethics and Compliance, either directly or through one of the contact
Subject to that general prohibition and to the additional policies and procedures
alternatives listed on page 4. Such notification may be made anonymously. Any
referred to on page 10:
reports or concerns are kept confidential to the extent possible while still allowing
Abbott to investigate and take appropriate action. (1) Abbott’s policy is intended to permit gifts of reasonable value, normal business
meals and entertainment, the exchange of customary reciprocal courtesies
• Anyone who has a complaint or concern regarding accounting, internal
between employees of Abbott and their business associates, and similar
accounting controls, or auditing matters must promptly notify Internal Audit or the
customary and reasonable expenditures to promote general business goodwill;
Office of Ethics and Compliance.
and
• Abbott will not tolerate retaliation against anyone who makes a good faith report
(2) Reasonable expenditures for gifts to, meals for, and the entertainment of business
regarding a violation or potential violation of the Code.
contacts may be made if the expenditures are appropriate and are correctly
• See Part VIII of this Code on page 29 (“Accountability for Adherence to the recorded on the books of the paying entity.
Code”) for more information on how Abbott handles reports of violations or
potential violations of the Code.
Additional policies and procedures apply in certain situations, such as the following:
• For gifts, meals and entertainment involving suppliers, see Abbott’s Corporate
Honest and Ethical Conduct Purchasing Policies.
AVOIDING CONFLICTS OF INTEREST • For gifts, meals and entertainment involving health care professionals and other
customers, see the Divisional Operating Procedures for Program Funding
• We will not accept from or give to any supplier, customer, or competitor any gift or (formerly “Operating Guidelines for Program Funding”) in the United States and
entertainment except as allowed under “Gifts, Meals and Entertainment” on page Puerto Rico, and local policies and procedures in other countries.
9.
• For gifts, meals and entertainment involving government officials or employees,
this Principle is subject to the provisions of “Laws Relating to Payments to
Government Officials/Employees” on page 19, as well as the Divisional Operating
Procedures for Program Funding in the United States and Puerto Rico, and local
policies and procedures in other countries.

Compliance with Laws harbors”, particularly if they lack appropriate safeguards. To ensure Abbott’s
compliance with the antikickback statute, we must carefully evaluate and properly
Laws Relating to Payments to Government Officials/Employees structure any arrangements with parties in a position to prescribe, purchase or
recommend Government-reimbursed products (for example, physicians, hospitals,
We must not directly or indirectly pay, give, offer, or promise any form of bribe, nursing facilities, HMOs, PBMs, GPOs, or pharmacies), and must always avoid any
gratuity, or kickback to any government official or employee. arrangements that could inappropriately influence treatment or purchasing decisions.
We must comply with the United States Foreign Corrupt Practices Act, and with Anti-money Laundering Laws
similar laws elsewhere, that apply to payments to government officials/employees of
We will comply with all applicable anti-money laundering laws, rules and regulations of
other countries.
the United States and other countries having comparable laws.
Under the Foreign Corrupt Practices Act, we may not directly or indirectly pay, give,
The anti-money laundering laws prohibit us from engaging in a financial transaction if
offer, or promise money or anything of value to any officer, emp loyee or
we know that the funds involved in the transaction were derived from illegal activities.
representative of a government outside the United States or of a public international
If you believe that the other party to a business transaction is engaged in any illegal
organization, or to any political party, party official, or candidate for political office
activity or is using proceeds derived from an illegal activity, you must obtain approval
outside the United States in order to (1) secure an improper advantage in obtaining,
from the Legal Division prior to entering into the transaction.
retaining, or directing business, (2) influence any act or decision of the recipient in an
official capacity, or (3) induce the recipient to do or omit to do an act in violation of Accountability for Adherence to the Code
such person ’s lawful duty.
An example of an impermissible indirect activity would be a payment made through an Disciplinary Action
intermediary or agent where we know or should be aware that such payment would be
To the extent legally permissible under applicable law, appropriate disciplinary action
passed along for prohibited purposes.
will be taken, in relation to this Code or any related Abbott standard, policy or
Federal Anti-kickback Statute procedure, for:
The laws that regulate these programs include the Federal anti -kickback statute, • Authorization of or participation in violations
which applies both to our sales and marketing activities and to a broad range of other
• Failure to report a violation or potential violation
activities, including grants, research contracts, and consulting agreements. It generally
prohibits offering or paying (or soliciting or receiving) cash or other benefits to induce • Refusal to cooperate in the investigation of an alleged violation
the purchase, order, or recommendation of products eligible for payment by a Federal
• Failure by a violator’s supervisor(s) to detect and report a violation, if such failure
Health Care Program.
reflects inadequate supervision or lack of oversight
The statute is aimed at fraudulent or abusive practices that could encourage
• Retaliation against an individual for good faith reporting of a violation or potential
overutilization, otherwise increase Federal Health Care Program costs, or bias
violation Disciplinary action may, when appropriate, include dismissal.
treatment decisions by health care providers. But even normal business practices
(discounts, for example) can sometimes violate the statute if they fall outside its “safe

Governance, Ethics & Compliance1

Training & Performance Data
Abbott continually offers and updates a number of ethics and compliance training
initiatives for our employees worldwide. Annually, all employees are required to
recertify to Abbott's Code of Business Conduct. One hundred percent of our
employees worldwide completed a certification that they have rea d, understood and
will comply with Abbott's Code of Business Conduct. Many of these employees were
also required to complete training on newly developed local policies and procedures.
These policies covered topics such as promotional practices, pro fessional services,
privacy, trade associations and the World Health Organization Code on marketing
infant formula (Abbott Nutrition International employees only).
Every employee in the U.S. and Puerto Rico participated in our Legal and Ethics
Resource Network program, a Web-based training system designed to increase
awareness of the legal and ethical implications of business decisions. We added the
following courses to our training curriculum: Privacy Issues, Avoiding False Health
Care Claims and Supplier Diversity.
1Source: http:// www.abbott.com/global/url/content/en_US/40.20.10.15:15/general_content/General_Content_00310.htm

313. Cepsa
Summary 2007 Corporate Responsibility Report 1 recognised labour principles (prevention of enforced labour, discrimination,
working hours, etc.).
Suppliers
• Whether implementation can be demonstrated of appropriate labour practices on
the part of the supplier, to prevent all manner of bribery and corruption.
Case Study – RePro supplier Registration System
• Whether suppliers and contractors are required to apply CR labour practices in
Some of the main Spanish and Portuguese companies operating in the energy sector accordance with international standards, and to have internal measures in place
have agreed to participate in a common system: the RePro supplier registration to prevent bribery and corruption.
database which is a permanently updated tool allowing easy registration of suppliers
and contractors in an objective and non-discriminatory way. This database belongs to
the Achilles Group, a top information management supplier.
This joint registration system allows CEPSA access to a database containing
complete, up-to-date information based on the annual presentation made by each
supplier through a simple computerised questionnaire. The information contributed by
the supplier is structured and updated, so that the same information is provided for all
suppliers.
With a view to extending the Corporate Responsibility commitment to suppliers and
service companies, a work group was set up in 2007, in which CEPSA participated, to
include Corporate Responsibility (CSR) criteria in the RePro supplier registry. The
following human rights and ethics-related content has been included as a result:
• Details of a contact person within the supplier company for CR issues.
• Details of whether the supplier has an assurance system for CR certified by third
parties.
• In the absence of certification, whether this is expected to be obtained within the
next 12 months.
• Whether the supplier has signed any recognised social, labour or ethical
standards or guidelines, such as the Global Compact.
• Whether the supplier has produced a Corporate Responsibility Report.
• Whether the supplier can prove that their practices are in line with internationally
1 Source: http://www.cepsa.com/corporativo/doc/c_1_48/informe_responsabilidad_2007_Ingles.pdf

315. Tata Steel
Corporate Sustainability Report 2007 1 The other stakeholders like vendors, dealers and distributors were also included in
MBE process by involving them in various dialogues and workshops. A uniform policy
SOCIETY PERFORMANCE for penalty for vendors was prepared for dealing with vendors’ misconducts. In order
to involve the community for the success of MBE, a workshop was organised with
CORRUPTION – Management of Ethics eminent representatives of the various fields of the society to formulate a presentation
module for MBE to take it to various levels of community.
The Tata Code of Conduct and corporate values have been deployed in the Company
through Management of Business Ethics (MBE). All the officers of Tata Steel have In order to uniformly deploy various policies like Whistle Blower Policy and Gift Policy
signed the Tata Code of Conduct. Tata Code of Conduct has a specific clause in their companies necessary support was extended to the Associate companies of
pertaining to bribery and corruption, which also addresses Principle 10 of the UNGC. Tata Steel. Eastern Region Ethics Conference was organised with CEOs and Ethics
The organisation has issued a Gift Policy, which clearly articulates the Gift Exchange Counselors of the Tata Companies of Eastern Region in order to share and learn
procedures, values, etc. The Policy is presented in Annexure-VII. The Company has various aspects of MBE. Eminent speakers in this field were invited to share their
an Ethics Counselor to ensure that all the issues pertaining to ethics are dealt with as knowledge. MBE process was initiated in the new companies such as Tata BlueScope
per the Code of Conduct. During the year 94 concerns were received, out of which and Tata Steel (Thailand) Public Company Limited.
about an average of only 25% concerns are valid. A summary is presented in Table The senior leadership team reinforces the ethical behaviour through various fora like
9.1. with regard to bribery and corruption. The organisation has taken very strict the General Dialogue, Senior Dialogue, MD On-line etc. and encourages employees
actions against 14 Officers, 12 Non-Officers and 25 Vendors. The Vigilance Group of to bring to their notice instances of unethical behaviour. Punitive actions were taken
the company deals with bribery and corruptions issues. The focus, this year, was on against employees for unethical conduct, where necessary. The effectiveness of the
re -enforcement of Code of Conduct among all the stakeholders by the process of process is periodically evaluated by the number of concerns received during that
stakeholder involvement. period and various assurance surveys conducted by internal and external agencies.
In order to enhance employees’ involvement in the process, many activities including, These results are analysed and the necessary steps are taken to improve the system
ethics quiz contest were organised during the Ethics Month – July 06. The and processes.
understanding on Code of Conduct was re-enforced through a story based e-learning Tata Steel takes a very serious view of involvement of its employees in bribery and
module which was prepared in Hindi as well as English and was put on our corruption. The Vigilance Group of the Company deals with bribery and corruptions
Company’s Intranet and is being used by all employees. The interaction with the shop- issues. Employees involved in such cases are immediately removed from the
floor employees with the Ethics Group was enhanced through Business Ethics company.
Manthan programme organised through Knowledge Group. In order to generate
confidence in the system, the importance of whistle blowing was emphasised and COMPLIANCE
employees were encouraged to report any misconduct they observe, without any fear The Company has a well-established system, procedures and review mechanisms to
of retribution. A major step in employees’ involvement was taken by involving the identify and comply with various applicable laws and regulations concerning its
office -bearers of Tata Workers’ Union in the MBE process. operations, products and services. During the reporting period, no fines or non-
monitoring sanctions were imposed for non-compliance with laws and regulations.
1 Source: http://www.tatasteel.com/corporatesustainability/pdf/CSR-06-07.pdf

Annexure II – TATA CODE OF CONDUCT 2008 A Tata Company shall comply with government procurement regulations, and shall be
transparent in all its dealings with government agencies as applicable.
Financial Reporting and Records Ethical Conduct
A Tata Company shall prepare and maintain its accounts fairly and accurately in Every employee of a Tata Company, which shall include wholetime directors and the
accordance with the accounting and financial reporting standards which represent the chief executive, shall deal on behalf of the Company with professionalism, honesty,
generally accepted guidelines, principles, standards, laws and regulations of the integrity as well as high moral and ethical standards. Such conduct shall be fair and
country in which the company conducts its business affairs. transparent and be perceived to be as such by third parties. Every employee of a Tata
Company shall preserve the human rights of every individual and shall strive to
Internal accounting and audit procedures shall reflect, fairly and accurately, all of the
honour commitments. Every employee shall be responsible for the implementation of
company’s business transactions and disposition of assets, and shall have internal
and compliance with the Code in his / her professional environment. Failure to adhere
controls to provide assurance to the Company’s Board and shareholders that the
to the Code could attract the most severe consequences including termination of
transactions are accurate and legitimate. All required information shall be accessible
employment.
to company auditors and other authorised parties and government agencies. There
shall be no wilful omissions of any company transactions from the books and records, Reporting Concerns
no advance income recognition and no hidden bank account and funds.
Every employee of a Tata Company shall promptly report to the Management when
Any willful, material misrepresentation of and / or misinformation on the financial she / he becomes aware of any actual or possible violation of the Code or an event of
accounts and reports shall be regarded as a violation of the Code apart from inviting misconduct, act of misdemeanour or act not in Company’s interest, which could affect
appropriate civil or criminal action under the relevant laws. No employee shall make, the business or reputation of his / her or any other Tata Company.
authorise or collude in an improper payment, commission or bribe.
Any employee can make a protected disclosure under the Whistle Blower Policy. The
Gifts and Donations Protected Disclosure should be forwarded under a covering letter, which shall bear the
identity of the Whistle Blower.
A Tata Company and its employees shall neither receive nor offer or make, directly or
indirectly, any illegal payments, remuneration, gifts, donations, or comparable
Annexure-VII
benefits, which are intended to or perceived to obtain business or un-competitive
favours for the conduct of its business and shall participate in efforts to eliminate such GIFT POLICY
forms of bribery, fraud and corruption. However, a Tata Company and its employees
may accept and offer nominal gifts which are customarily given and are of Tata Steel recognises that exchange of gifts with people with whom we do business
commemorative nature for special events. with is not unusual and is considered acceptable. The receipt and giving of gifts is part
of normal social exchange. Such exchange is neither irregular nor is it unusual.
Government Agencies
However, the need is recognised for a stated policy setting caps on the value of such
A Tata Company and its employees shall not offer or give any company funds or gifts and for defining circumstances under which it would be acceptable or not
property as donation to any government agencies or their representatives, directly or acceptable to retain gifts.
through intermediaries, in order to obtain any favourable performance of official duties.

The cardinal principle would be that gifts should not be given or received either to c. Articles of use in an office such as table clocks, stationery, desk accessories
obtain favours / preferential treatment or in return for favours/ preferential treatment. on New Year only with company’s logo in item 2 [i].
The policy will apply to all employees of Tata Steel as well as its subsidiary and
d. Gift worth up to Rs.1000/- for wedding only in item 2[ii].
associate companies.
e. Gift vouchers / Gift cheques only in the case of professional contribution in
1. Gifts could be either solicited or unsolicited. The Company, regardless of the
item 2[iii].
circumstances, does not permit the soliciting of gifts. This policy defines the
circumstances under which unsolicited gifts received either in India or abroad can 5. Circumstances under which gifts can be accepted:
be accepted and retained.
a. Receipt of Cash Gift: Only in the case of retirement or cessation of
2. The circumstances under which gifts might be received fall into various categories. employment. Cash gift of Rs.1000/- and more can be retained by employees.
a. Gifts received on New Year and other festive occasions. b. However, in the case of transfers, collective gift in kind can be received. The
value limit is not applicable in such cases.
b. Gifts received only on occasions of wedding of self or children.
6. Gifts received in recognition of a professional contribution made by the recipient,
c. Gift vouchers / gift cheques received in recognition of a professional
such as for making a presentation, conducting a training programme/workshop
contribution made by the recipient, such as for making a presentation,
for a professional and academic institution etc.
conducting a training programme/workshop for a professional and academic
institution etc. Where the receipt of gift is in gift vouchers and gift cheque and more than
Rs.1,000/-, the recipient will be permitted to retain the full amount received, if
d. Gifts received on the occasion of a terminal event such as a transfer or on
prior permission is taken from the company. However, information to the Ethics
cessation of employment.
Counsellor should be given. No cash to be received.
e. Gifts of any value received for any other reason (not stated in [i] to [iv],
Where the Company has borne expenses, such as travel or lodging, related to
approval to be taken from Ethics Counsellor or PEO.
the event and such expenses are reimbursed by the organisers, all such
3. Declaration regarding receipt of gift: reimbursements will be surrendered to the Company.
In all instances, the recipient of a gift of more than the approved value, will make 7. Receipt of gift from parties having business relationship with the Company
a declaration stating the description of the gift that has been received, the including gifts from subordinates Gifts received from a donor where the donor has
estimated value of the gift and the circumstances under which the gift was a business relationship with the Company and could derive benefits from the
received and particulars of donor. Such declaration should be submitted in the recipient should only be of a value up toRs.1,000/-. Illustrative categories of
office of Ethics Counsellor within 15 days of the receipt. parties with business relationships with the Company would be vendors, dealers,
contractors, consultant and customers etc. However, all such gifts should have
4. Kind of Gift
donor’s Company’s logo or business identity.
a. List of the kinds of gifts that might be received is provided below:
8. No gifts should be accepted from any person or party who is in default of the
b. Articles of only an edible nature for festive occasions in item 2 [i].

Company in any manner. By way of illustration, parties in default would be parties Annexure-VIII
from whom monies are overdue or parties with whom the Company is engaged in
litigation and parties against whom disciplinary action has been taken. Whistle Blower Policy
It is desirable that the recipient should check the status of the parties from Chief
1. Preface
(Procurement) and Chief Financial Controller (Corporate) to make sure that the
provisions of the above clause are not contravened. a) The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, honesty,
9. It is recognised that at times gift exceeding the value caps contained in this policy
integrity and ethical behavior. Towards this end, the Company has adopted the
are to be received as the return of these gifts may cause embarrassment. This
Tata Code of Conduct ("the Code"), which lays down the principles and standards
situation may occur special during overseas visit of our officers where sometimes
that should govern the actions of the Company and their employees. Any actual
expensive gifts are given by the overseas hosts.
or potential violation of the Code, howsoever insignificant or perceived as such,
In this situation the recipient should surrender the gift at the earliest. The would be a matter of serious concern for the Company. The role of the
company will decide the procedure for utilisation of such gifts. employees in pointing out such violations of the Code cannot be undermined.
There is a provision under the Code requiring employees to report violations,
10. The company considers it good practice to share gifts of a nature, which an
which states:
employee is permitted to receive, such as gifts of an edible nature, with fellow
employees. The nature of the gift permitting, it would also be good practice to use "25. Reporting Concerns every employee of a Tata Company shall promptly
gifts in the office. report to the management any actual or possible violation of the Code or an event
he becomes aware of that could affect the business or reputation of his or any
11. Where an employee received gifts exceeding the value caps contain in this
other Tata Company."
policy, it would be advisable to return the gift to donor with a covering letter
thanking the donor for the same and quoting the relevant provision of this policy. b) Clause 49 of the Listing Agreement between listed companies and the Stock
The draft of the letter as and when required may be obtained from the office the Exchanges has been recently amended which inter alia, provides for a non-
Ethics Counsellor. mandatory requirement for all listed companies to establish a mechanism called
'Whistle Blower Policy' for employees to report to the management instances of
12. In case of any clarification / interpretation of this policy the employee should
unethical behavior, actual or suspected, fraud or violation of the Company's code
contact the office of Ethics Counsellor, Tata Steel.
of conduct or ethics policy.
13. The policy will become effective with immediate effect.
c) Accordingly, this Whistle Blower Policy ("the Policy") has been formulated with a
view to provide a mechanism for employees of the Company to approach the
Ethics Counsellor / Chairman of the Audit Committee of the Company.

2. Definitions 3. Scope
The definitions of some of the key terms used in this Policy are given below. a) This Policy is an extension of the Tata Code of Conduct. The Whistle Blower's
Capitalised terms not defined herein shall have the meaning assigned to them under role is that of a reporting party with reliable information. They are not required or
the Code. expected to act as investigators or finders of facts, nor would they determine the
appropriate corrective or remedial action that may be warranted in a given case.
a) "Audit Committee" means the Audit Committee constituted by the Board of
Whistle Blowers provide initial information related to a reasonable belief that an
Directors of the Company in accordance with Section 292A of the Companies
improper or unethical practice has occurred.
Act, 1956 and read with Clause 49 of the Listing Agreement with the Stock
Exchanges. b) Whistle Blowers should not act on their own in conducting any investigative
activities, nor do they have a right to participate in any investigative activities
b) "Employee" means every employee of the Company (whether working in India or
other than as requested by the Ethics Counsellor or the Audit Committee or the
abroad), including the Directors in the employment of the Company.
Investigators.
c) "Code" means the Tata Code of Conduct
c) Protected Disclosure will be appropriately dealt with by the Management / Ethics
d) "Investigators" mean those persons authorised, appointed, consulted or Counsellor / Audit Committee, as the case may be.
approached by the Ethics Counsellor/Audit Committee and include the Vigilance
Dept, auditors of the Company and the police.
4. Eligibility
e) "Protected Disclosure" means any communication made in good faith that
discloses or demonstrates information that may evidence unethical or improper a) All Employees of the Company are eligible to make Protected Disclosures under
activity. the Policy. The Protected Disclosures may be in relation to matters concerning
the Company.
f) "Senior Management" means personnel of the company who are members of its
management/ operating council (i.e. core management team excluding
independent directors). This would also include all members of management one
5. Disqualifications
level below the executive directors.
a) While it will be ensured that genuine Whistle Blowers are accorded complete
g) "Subject" means a person against or in relation to whom a Protected Disclosure
protection from any kind of unfair treatment as herein set out, any abuse of this
has been made or evidence gathered during the course of an investigation.
protection will warrant disciplinary action.
h) "Whistle Blower" means an Employee making a Protected Disclosure under this
b) Protection under this Policy would not mean protection from disciplinary action
Policy.
arising out of false or bogus allegations made by a Whistle Blower knowing it to
i) “Whistle Blower Protection Committee” means a Committee constituted under the be false or bogus or with a malafide intention.
Chairmanship of Dy. Managing Director (Corporate Services) to examine the
grievances of Whistle Blower about the victimisation allegedly suffered by
him/her.

c) Whistle Blowers, who make three or more Protected Disclosures, which have e) Protected Disclosures should preferably be reported in writing so as to ensure a
been subsequently found to be mala fide, frivolous, baseless, malicious, or clear understanding of the issues raised and should either be typed or written in a
reported otherwise than in good faith, will be disqualified from reporting further legible handwriting in English, Hindi or in the regional language of the place of
Protected Disclosures under this Policy. In respect of such Whistle Blowers, the employment of the Whistle Blower.
Company/Audit Committee would reserve its right to take/recommend appropriate
f) If the protected disclosure is received by the Chairman of the Audit Committee,
disciplinary action.
he shall detach the covering letter and forward only the Protected Disclosure to
the Ethics Counsellor of the Company for investigation.
6. Procedure g) Protected Disclosures should be factual and not speculative or in the nature of a
conclusion, and should contain as much specific information as possible to allow
a) All Protected Disclosures concerning financial / accounting matters should be
for proper assessment of the nature and extent of the concern and the urgency of
addressed to the Chairman of the Audit Committee of the Company for
a preliminary investigative procedure.
investigation.
h) The Whistle Blower must disclose his/her identity in the covering letter forwarding
b) In respect of all other Protected Disclosures, those concerning the Ethics
such Protected Disclosure.
Counsellor and employees at the levels of Vice Presidents and above should be
addressed to the Chairman of the Audit Committee of the Company and those
concerning other employees should be addressed to the Ethics Counsellor of the
7. Investigation
Company.
a) All Protected Disclosures reported under this Policy will be thoroughly
c) The contact details of the Chairman of the Audit Committee and of the Ethics
investigated by the Ethics Counsellor/Audit Committee of the Company in
Counsellor of the Company are as under:
accordance with the normal procedure. The Ethics Counsellor/Audit Committee
- Mr. P.K. Kaul, House No. 225, Sector 15-A, Noida (UP) 201 301. may at its discretion, consider the involvement of any investigators/Vigilance
group of the Company for the purpose of investigation.
- Mrs. Rekha Seal, Ethics Counsellor, Tata Steel Ltd. Jamshedpur 831
001 b) The decision to conduct an investigation is not an accusation and is to be treated
as a neutral fact-finding process. The outcome of the investigation may not
- E-mail adds: ethics.counsellor@tatasteel.com, and mail@ethics.com
support the conclusion of the Whistle Blower that an improper or unethical act
d) If a protected disclosure is received by any executive of the company/Vigilance was committed.
Group of the Company other than Chairman of Audit Committee or Ethics
c) The identity of a Subject will be kept confidential to the extent possible given the
Counsellor, the same should be forwarded to the Company's Ethics Counsellor
legitimate needs of law and the investigation.
for further appropriate action. They must take appropriate care so that the identity
of the Whistle Blower does not get divulged in the process. d) Subjects will normally be informed of the allegations at the outset of a formal
investigation and have opportunities for providing their inputs during the
investigation.

e) Subjects shall have a duty to co-operate with the Ethics Counsellor / Audit condemns any kind of discrimination, harassment, victimisation or any other
Committee or any of the Investigators during investigation to the extent that such unfair employment practice being adopted against the Whistle Blowers. Complete
co-operation will not compromise self-incrimination protections available under protection will be given to the Whistle Blowers against any unfair practice. The
the applicable laws. Company will take steps to minimize difficulties, which the Whistle Blower may
experience as a result ofmaking the Protected Disclosure. Thus, if the Whistle
f) Subjects have a right to consult with a person or persons of their choice, save
Blower is required to give evidence in criminal or disciplinary proceedings, the
and except Ethics Counsellor / Investigators and/or the Audit Committee and/or
Company will arrange for the Whistle Blower to receive advice about the
the Whistle Blower. This may involve representation including legal
procedure, etc.
representation. Subjects shall be free at any time to engage counsel at their own
cost to represent them in the investigation proceedings. b) The Whistle Blower shall be protected from any retaliation, threat or intimidation
of termination/suspension of service, disciplinary action, transfer, demotion,
g) Subjects have a responsibility not to interfere with the investigation. Evidence
refusal of promotion, or the like including any direct or indirect use of authority to
shall not be withheld, destroyed or tampered with, and witnesses shall not be
obstruct the Whistle Blower's right to continue to perform his duties/functions
influenced, coached, threatened or intimidated by the Subjects. If he is found
including making further Protected Disclosure.
indulging in any such actions will make themselves liable for disciplinary action.
Under no circumstances, subjects should compel investigator to disclose the c) The identity of the Whistle Blower shall be kept confidential to the extent possible
identity of the Whistle Blower. and permitted under law. Whistle Blowers are cautioned that their identity may
become known for reasons outside the control of the Ethics Counsellor /Audit
h) Unless there are compelling reasons not to do so, Subjects will be given the
Committee (e.g. during investigations carried out by Investigators).
opportunity to respond to material findings contained in an investigation report.
No allegation of wrongdoing against a Subject shall be considered as d) Any other Employee assisting in the said investigation shall also be protected to
maintainable unless there is good evidence in support of the allegation. the same extent as the Whistle Blower.
i) Subjects have a right to be informed of the outcome of the investigation. If Whistle Blower Protection Committee
allegations are not sustained, the Subject should be consulted as to whether
The Company has constituted the Whistle Blower Protection Committee under
public disclosure of the investigation results would be in the best interest of the
the Chairmanship of Dy. Managing Director (Corporate Services) as under:
Subject and the Company.
- Mr. A N Singh
j) The investigation shall be completed normally within 45 days of the receipt of the
Protected Disclosure - Dy. Managing Director (Corp. Services) Chairman
- Mr. D Sengupta VP (Shared Services) Member
8. Protection - Mr. A D Baijal VP (RM & IM) Member
a) No unfair treatment will be meted out to a Whistle Blower by virtue of his/her - Mr. Abanindra M. Mishra VP (HRM) Member
having reported a Protected Disclosure under this Policy. The Company, as a
- Mrs. Rekha Seal Ethics Counsellor Convener
policy,

In case a Whistle Blower feels that he/she has been victimised in employment 10. Decision
related matters because of reporting about the violation of the Code, he/ she can
If an investigation leads the Ethics Counsellor/ Audit Committee to conclude that an
submit a 'Grievance' to the Ethics Counsellor, giving specific details of nature of
improper or unethical act has been committed, the Ethics Counsellor/Audit Committee
victimisation allegedly suffered by him/her. All such grievances will be examined
shall recommend to the management of the Company to take such disciplinary or
by the aforesaid committee. The Committee will meet at regular intervals and
corrective action as they deem fit. It is clarified that any disciplinary or corrective
examine the grievances on their merits. The Committee will also conduct
action initiated against the Subject as a result of the findings of an investigation
necessary investigation of the concern and recommend appropriate action as the
pursuant to this Policy shall adhere to the applicable personnel or staff conduct and
case may be.
disciplinary procedures.
While Management is determined to give appropriate protection to the genuine
Whistle Blower, the employees at the same time are advised to refrain from using
this facility for furthering their own personal interest. If proved, such cases may be 11. Reporting
referred to the Whistle Blower Protection Committee for disciplinary action.
The Ethics Counsellor shall submit a report on a quarterly basis to the Audit
Committee regarding total number of disclosures received in previous quarter, nature
of complaint, outcome of investigation, actions recommended by the Ethics
9. Investigators
Counsellor/Audit Committee and implementation of the same. The EC should also
a) Investigators are required to conduct a process towards factfinding and analysis report to the AC the concern raised for victimization for employment related matters by
related to alleged improper or unethical activities. Investigators shall derive their the Whistle Blower and action taken by the Whistle Blower Protection Committee.
authority and access rights from the Company/Audit Committee when acting
Such Reports on the above shall be reviewed and recorded by the Audit Committee.
within the course and scope of their investigation.
b) Technical and other resources may be drawn upon as necessary to augment the
investigation. All Investigators shall be independent and unbiased both in fact and 12. Retention of documents
as perceived. Investigators have a duty of fairness, objectivity, thoroughness,
All Protected Disclosures in writing or documented along with the results of
ethical behavior, and observance of legal and professional standards.
investigation relating thereto shall be retained by the Company for a minimum period
c) Investigations will be launched only after a preliminary review, which establishes of seven years.
that:
i. the alleged act constitutes an improper or unethical activity or conduct, and
13. Amendment
ii. either the allegation is supported by information specific enough to be
The Company reserves its right to amend or modify this Policy in whole or in part, at
investigated, or matters that do not meet this standard may be worthy of
any time without assigning any reason whatsoever. However, no such amendment or
management review, but investigation should not be undertaken as an
modification will be binding on the Employees unless the same is notified to
investigation of an improper or unethical activity.
theEmployees in writing. This supersedes our earlier Whistle Blower Policy (Ref. no.
AO/2725/04 dated 11.01.2004)

316. Bertelsmann
Code of Conduct 1 Anti-corruption & anti-bribery

We do not engage in corruption, bribery, kickbacks or other illegal transactions with
Business and Finance
private, commercial or governmental parties.
Financial integrity & antifraud • Corruption and bribery entail the making of or promising or asking to make gifts or
payments to others (private or public parties) in exchange for a favor, financial
We conduct our business and manage recordkeeping and reporting with integrity and reward, improper official action or other benefit.
transparency.
• When the exchange of improper gifts, payments or other benefits involves
• All transactions and records relating to our business must be maintained and government officials, political parties or current or potential candidates for public
handled accurately and appropriately. Fraud, theft, embezzlement, money office, there can be severe civil and criminal violations and consequences for the
laundering and terrorism financing are not allowed. company and the individuals involved. This means that we may neither offer nor
• Money laundering occurs when people or companies try to purge the proceeds of receive any improper favors (such as bribes to obtain a contract). The scope of
crime, terrorism or other illicit activity to make them appear legal. The scope of the relevant terms and obligations in this matter may vary from country to country,
the relevant terms and obligations on this matter may vary from country to so the personnel concerned should seek the advice and support of the
country, so the personnel concerned should seek the advice and support of the company’s general counsel to ensure compliance.
company’s general counsel to ensure compliance. • Caution should be taken when requests or offers are made for a “charitable
• Making unauthorized use of company equipment, proprietary information or trade contribution” to a locality or community cause to ensure that it is not a request for
secrets is also prohibited. or offer of bribery in disguise.
• All transactions, assets and liabilities must be properly documented and recorded • If employees suspect that corruption or bribery is taking place, they should
in accordance with the Bertelsmann AG Financial Reporting Guidelines. immediately contact their internal auditor or general counsel inside their company
or at Bertelsmann AG, or the ombudsperson, or use the Internet-based whistle-
• Maintaining recordkeeping integrity means applying high standards of accuracy blower system.
and accountability in all business dealings. Financial accounts, documents,
contracts and other company information may not include incorrect or misleading
entries that are the result of manipulation, distortion or falsification. Gifts & entertainment
• Employees who suspect the possibility of fraud or another financial crime should When giving or receiving business gifts or entertainment, we do so in a transparent
immediately contact their company’s internal auditor or general counsel, the manner that complies with company policy, industry standards and applicable law.
Corporate Audit department of Bertelsmann AG or the ombudsperson, or use the
Internet-based whistle-blower system. When giving or receiving business gifts or entertainment, we do so in a transparent
manner that complies with company policy, industry standards and applicable law.
1 Source: http://benet.bertelsmann.com/imagescom/Code_of_Conduct_English_tcm12-189653.pdf

• We may not let our business decisions be influenced by gifts or entertainment. 2. Ombudsperson
• When necessary or appropriate in the ordinary course of business, it is generally Bertelsmann has appointed third-party ombudspersons to give employees a secure
acceptable to give and receive gifts or entertainment as long as such activity: point of contact for providing information about observed misconduct. Employees and
other parties can confide in this ombudsperson after having observed violations
- Is properly disclosed to next-level management
against the Code of Conduct, specifically illegal business practices. Like certified
- Complies with applicable law as well as company policies lawyers or auditors, the ombudspersons appointed by Bertelsmann are bound to
professional secrecy. They are legally required to keep the identity of the person
- Is reasonable and customary within the industry and national practice
reporting misconduct confidential. The identity of a complainant may be revealed only
- Does not improperly influence the nature or continuation of the business with the complainant’s express consent.
relationship
3. Internet-based whistle-blower system
You can also report substantial violations against the Code of Conduct, specifically
Whom Should You Consult for Help? illegal business practices, using an Internet-based whistle-blower system. Employees’
reports will be treated confidentially. This system is managed by a third-party vendor,
Bertelsmann puts different resources at your disposal to address any concerns you
not a Bertelsmann-owned company.
might have. Please choose the resources that seem most appropriate.
4. The Bertelsmann Corporate Center
1. In your immediate working environment
You may also contact the appropriate departments at the Corporate Center of
You should be able to find a person in your immediate working environment whom
Bertelsmann, i.e., the Corporate Departments for Ethics & Compliance, Human
you can contact to discuss questions regarding the Code of Conduct or to report
Resources, Legal or Audit.
violations; for instance:
• Your supervisor
• The senior management of your company
• The Human Resources, Legal, Finance, Audit or
• IT departments
A list of people to contact within specific Bertelsmann subsidiaries can be found online
at www.ethics.bertelsmann.com.

317. Mitsubishi Chemical Holding
CSR-Report 20081 Mitsubishi Chemical Holdings Group Compliance Code of Conduct²

Compliance Fairness, Equitability and Integrity
Ethical Business and Government Relations

We will abstain from illicit, political donations, illegal incentives and bribe-giving to
politicians and public servants and strive to maintain healthy and transparent relations
with political and governmental organizations at all times.
Prudence
Prudent Conduct
In our relationships with our customers, vendors and other business partners, we will
not engage in misleading acts including offering or receiving business entertainment
and gifts that go beyond social norms or exceed the bounds of socially accepted
limits.
Discontinuance of Empty Formalities
Except for those within the acceptable social norms, in-house and inter-Group gift-
giving and exchange of gifts and items should be shunned in view of abolishing empty
formalities.
Transparency and Openness
Open Workplace
We will maintain an open environment at the workplace where members feel
comfortable about discussing anything. If, at the workplace, one learns of acts
committed that violate laws and regulations or transgress this Code of Conduct, or the
possibility of such acts, one must not conceal or neglect it but report it to the Company
for a solution through the management or other systems, such as the Compliance Hot
Line.
1Source: http://www.mitsubishichem-hd.co.jp/english/csr/pdf/20081204-1.pdf
²Source: http://www.mitsubishichem-hd.co.jp/english/csr/compliance.html#01

319. Commonwealth Bank of Australia
Corporate Profile 1 mal-administration or serious and substantial waste by others. A system has been
established which allows staff to remain anonymous, if they wish, for reporting of
Statement of Professional Practice these matters.
Any breach of this Statement of Professional Practice constitutes misconduct and The policy has been extended to include reporting of auditing and accounting issues,
employees may face disciplinary action including termination of employment and/or which will be reported to the Chief Compliance Officer by the Chief Security Officer,
legal action. If you are in difficulty or have any questions about this Statement you who administers the reporting and investigation system. The Chief Security Officer
should approach your Manager. reports any such matters to the Audit Committee, noting the status of resolution and
Dealing with Customers and Avoiding Conflict of Interest actions to be taken.
• You should avoid placing yourself in a position where you may stand to benefit,
even indirectly, from a transaction between the Bank and another party. Where
there is any likelihood of such conflict arising you should make full disclosure to
the Bank and obtain the Bank's approval prior to acting. Customer Commitment – Practices³
• You should ensure that your personal relationships with customers do not Anti-Money Laundering & Counter-Terrorism Financing
influence or prejudice your obligations to the Bank. In particular, you should not
The Commonwealth Bank Group (the Group) is subject to, and complies with,
accept commissions and should use commonsense regarding gifts or hospitality
applicable Australian laws including the Anti-Money Laundering and Counter-
from customers. If a gift, payment or entertainment is offered that could be
Terrorism Financing (AML/CTF) Act 2006 (the Act).
construed by others as improper, the offer must be reported to your Business Unit
Group Executive. Under the Act, the Group has adopted an AML/CTF Program consisting of a set of
standards which set out how it identifies, mitigates and manages money laundering
• You should not use information obtained in the course of your employment about
and terrorism financing risk. View the AML/CTF Disclosure Statement
the Bank's affairs or those of customers for your own gain, that of others or for
any other purpose. Background to the Act
The Act received Royal Assent and came into effect on 12 December 2006, and is
part of a legislative package that will implement reforms to Australia’s AML/CTF
regulatory regime. These reforms are designed to bring Australia in line with
Corporate Governance² international AML/CTF standards. The Act is being introduced in phases over a two-
year period. The Federal Government’s Australian Transaction Reports and Analysis
Behaviour Issues Centre (AUSTRAC) is responsible for overseeing and monitoring compliance of the
The Group is strongly committed to maintaining an ethical workplace, complying with Act. More information about the AML/CTF Act.
legal and ethical responsibilities. Policy requires staff to report fraud, corrupt conduct,
1 Source: http://shareholders.commbank.com.au/group_display/0,1922,CH2221%255FTS11018,00.html
²Source: http://shareholders.commbank.com.au/group_display/0,1922,NI2221%255FCH2221,00.html#ethical
³Source: http://www.commbank.com.au/about-us/customer-commitment/practices/anti-money-laundering/default.aspx

Our Aspirations: Through our AML/CTF Program we look to: Identification and reporting of suspicious matters
• articulate, to customers and employees, the Group’s commitment towards fighting The Group will look to identify customers or employees behaving in a suspicious way.
money laundering and terrorism financing There are many different ways of identifying suspicious matters. Time and again, it’s
often a number of factors that may raise suspicion. Some situations that may be
• protect the Group, our customers and our employees from becoming a victim of,
considered suspicious could include:
or an accomplice to, illegal activities
• the unusual nature or circumstances of an interaction with a customer
• define how the Group will govern itself under the AML/CTF Act and associated
laws • a knowledge of the customer’s background
• promote ethical and professional standards within the Bank and broader financial • the customer’s transaction
sector
• the business of the person involved.
• adopt “better practices” that satisfy our regulatory obligations in a sustainable
manner.
The Group has the relevant policies and procedures in place to ensure any suspicious
customer activities or transactions are reported to AUSTRAC.
Money laundering
The primary goal of criminals is to make money. Often criminals use financial
institutions to conceal their illegitimate funds with the aim of making ‘dirty money
clean’ – known as money laundering.
The process of money laundering is generally completed over three stages:
1. Dirty money is ‘placed’ into the financial system.
2. A series of transactions provide a ‘layering’ effect to hide the origin of the funds.
3. Funds are ‘integrated’ back into the economy and appear to be lawful.
The Group will continue to work with AUSTRAC and the broader fin ancial industry to
curtail money laundering activity.

320. Humana
Principles of Business Ethics 1

Getting Answers to Business Ethics Questions
1 Source: http://media.corporate-ir.net/media_files/irol/92/92913/pdf/Business_Ethics_Sep04.pdf

Reporting and Investigation of Violations

Gifts, Favors, Travel and Entertainment


Doing Business with Government
Marketing Practices

321. Massachusetts Mutual Life Insurance
Corporate Responsibility Report 1 Additional Compliance Policies

Agents in the field are subject to the Producer Compliance Manual, which can be
Ethics and Conduct
accessed through our secure FieldNet extranet site. FieldNet is dedicated to servicing
and providing information to agents. Additionally, agents must satisfy ethics and
Corporate Business Ethics and Compliance Guide compliance training which is conducted at the local agency level by the agency’s
The company has specific compliance policies set forth in a comprehensive Corporate supervisory officers who generally ensure the agency’s compliance.
Business Ethics and Compliance Guide. The Guide outlines our standards on a range MassMutual’s detailed Business Courtesies and Business Entertainment Policy
of topics, including: outlines clear rules around the provision and acceptance of business gifts and
• employee conduct, including the company’s Code of Business Conduct and business entertainment to and from external parties, including MassMutual employees
Ethics for Directors, Officers and Employees; and producers. The Policy, which includes a recordkeeping requirement, is designed
to ensure compliance with applicable regulatory requirements and to assist in
• privacy and confidential information; managing conflicts of interest.
• ethical market conduct; Obligation to Report
• conflicts of interest and; Employees are obligated to report known or suspected violations of our ethical
• anti-money laundering. standards. To ensure employees are able to raise issues regarding possible ethics
violations, the company has adopted the industry best practice of establishing a
hotline maintained by an external third-party vendor.
The Guide also includes a section specifically aimed at international business Employees can contact the hotline by phone or online to report any ethics or
conduct. MassMutual, its employees, agents, joint-venture partners, and others must compliance concerns or complaints on an anonymous or identified basis. In addition,
strictly comply with the United States Foreign Corrupt Practices Act of 1977. employees still have the option of reporting potential violations on an
New home office employees must undergo mandatory compliance training that entails anonymous or identified basis to their local compliance officer, Human Resources
a facilitated overview of the Guide and related policies by compliance personnel. Business Partner, or the Chief Compliance Officer. Ethics reports are reviewed with
All employees annually must acknowledge their understanding of the Guide and agree the Audit Committee, giving employees a direct line to the Board of Directors.
to comply with its content.
Even temporary employees must sign off on a version of the Guide tailored to their
needs. The Guide and other compliance manuals are available on the company
intranet, as are the compliance manuals for three of our subsidiaries:
Babson Capital Management LLC, MML Distributors LLC and MML Investors
Services, Inc.
1Source: http://www.massmutual.com/mmfg/pdf/cr_report.pdf

Code of Business Conduct and Ethics for Directors, Officers and Employees1 Violations of the law, this Code or other Company policies and procedures can lead to
disciplinary action up to and including termination. Disciplinary action may also be
We Will Avoid Conflicts of Interest and Even an Appearance of a Conflict of taken against individuals who condone, permit or fail to take appropriate preventative,
Interest corrective or other action against illegal, unethical or other improper conduct.
We will avoid conflicts of interest and, to the extent possible, even appearances of Waivers or exceptions of the Code for directors or executive officers may be made
conflicts of interest. A “conflict of interest” exists when an individual’s private interests only by the Board of Directors or by a Committee of the Board of Directors. Questions
compromise his or her ability to perform his or her responsibilities on behalf of the about other waivers or exceptions should be discussed with MassMutual’s Chief
Company objectively and fairly. Conflicts of interest can arise when an individual or a Compliance Officer or a Compliance Council member.
member of his or her family benefits or could benefit personally as a result of the
individual’s position with the Company. Certain situations require heightened Note: Questions or concerns can be raised anonymously via the Business Ethics and
sensitivity to a potential conflict of interest. Compliance Helpline or Website.
These include situations involving business gifts and entertainm ent, loans, and
honoraria; outside employment; directorships; family and personal relationships; and
supervisor and subordinate relationships.
We Will Report Illegal or Unethical Behavior
Each of us is obligated to promptly notify the Chief Compliance Officer or a
Compliance Council member of any actual or suspected illegal or fraudulent activities,
or violations of this Code. Individuals who have questions or concerns about any laws
or regulations, ethics or compliance issues, the Code, or other corporate policies or
procedures, should ask for help. The following resources are available in confidence:
• Contact MassMutual’s Chief Compliance Officer; contact the Business Ethics and
Compliance Helpline at 1-800-422-1381or Website at
www.massmutual.com/ethics; or contact a Compliance Council member.
It is a serious violation of this Code for anyone to: (1) knowingly raise a false
allegation, or (2) initiate or encourage retaliatory action against any person who in
good faith reports known or potential violations. Further, We must cooperate in any
Company investigation of violations, suspected violations, and compliance reviews.
1Source: http:// www.massmutual.com/mmfg/pdf /employee_code.pdf

323. Fujifilm Holdings
Sustainability Report 1
Compliance
1 Source: http://www.fujifilmholdings.com/en/sustainability/pdf/2008/ff_sr_2008_all.pdf

Code of Conduct 1
Open, Fair and Clear Corporate Activities
We strive to ensure that the corporate activities we are involved in are always open,
fair and clear. Contravention of the points listed below may lead not only to legal
sanctions, but also to loss of trust in the company. To ensure our activities are open,
fair and clear, it is important to aim for sincerity, openness, and highly ethical practices
that encourage people to state the truth. Moreover, it is vital that corporate activities
are promptly and accurately reported via managers and that all steps of the
designated procedures are carried out
Prevention of corruption
We exercise prudence and scrupulous care in our relationships with government
officials and other public employees, and we do not take part in corrupt behavior.
Restriction on gift-exchange and entertainment
To maintain sound relationships with business partners, including sales outlets and
suppliers, and to maintain clean relationships with all government officials and other
public employees, we do not engage in gift-exchange or entertainment that could
undermine fairness.
1 Source: http://www.fujifilmholdings.com/en/about/philosophy/law/honesty.html

325. Alcatel-Lucent
Corporate Social Responsibility 2007 1 The company created a Compliance Training Roadmap to prioritize training needs
across 18 compliance program areas, and launched both the National Security
GLOBAL POLICY FOR CHARITABLE CONTRIBUTIONS Agreement (NSA) and Anti-Corruption Training Programs together with subject matter
Alcatel -Lucent seeks to be an active, contributing member of the communities where it experts in these areas.
does business and has a heritage of social responsibility. The following policy, which The Office of Business Conduct is also responsible for overseeing the coordination of
applies to all Alcatel-Lucent employees and all subsidiaries and consolidated joint overall compliance training and education for all employees, as well as specialized
ventures of the company, governs its contribution of money or other resources for training for defined target audiences based on job function.
charitable purposes:
These audiences include corporate executives (some 400 senior leaders) and
“All charitable contributions must be made in full compliance with applicable employees determined by operating unit compliance leaders based on guidance from
legislation. All contributions must be done in accordance with the company’s Compliance Program owners.
Statement of Business Principles, including its anti-corruption policies. Alcatel-
Lucent allows only Regions, Business Groups, Corporate Functions, Fondation
Azaria, and the Alcatel-Lucent Foundation to make contributions. No other donations
shall be made outside of these organizations and entities.” Business Guideposts²
ETHICS AND COMPLIANCE
Our Customers
All in it together: The Alcatel-Lucent compliance hotline
We Do Not Buy Business Through Gifts and Favors
In 2007, the company began deploying an all-employee Compliance Hotline. By the
Never pay, offer or promise to provide money, favors, inappropriate gifts or anything
end of the year, 58 countries in Europe, North and South America had ‘gone live’.
else of value to influence, direct, obtain or retain business or secure any improper
Consistent with regulatory requirements and local law, employees can use the Hotline
advantage. Never allow an agent, representative or business partner to make these
to report compliance issues, concerns, violations or suspected violations of law or
types of payments, offers or promises on Lucent’s behalf. These payments or favors
company policy. The initiative supports the efforts of all employees who can report, in
may be considered bribery, which violates Lucent’s policy, as well as the laws of most
good faith, suspected unethical business conduct or any dishonest, destructive or
countries where we conduct business. It is equally unacceptable to take bribes in any
illegal actions. The Hotline is operated by a third-party vendor, available 24 hours a
form, although certain gifts may be accepted in accordance with the standards set
day, seven days a week, and supports virtually any language. Deployment of the
forth in “Our Suppliers – Gifts.”
hotline to the remaining countries will continue in 2008, in line with local laws and
regulations. May I give one of my customers or suppliers tickets to a sporting or cultural event?
Committed to training Giving tickets to a customer or supplier is acceptable if it is part of relationship
management, and if your supervisor gives approval in advance. However, giving gifts
Throughout 2007, Alcatel-Lucent initiated ethics and compliance training activities.
1 Source: http://www.alcatel-lucent.com/flash/CSR/2007report_va/docs/all.pdf
²Source: http://www.alcatel-lucent.com/wps/DocumentStreamerServlet?LMSG_CABINET=Docs_and_Resource_
Ctr&LMSG_CONTENT_FILE=Corp_Governance_Docs/BusinessGuideposts.pdf&lu_lang_code=en_WW

to a customer is prohibited if your customer is a U.S. government official, employee or employees of government-owned or controlled customers, political party officials and
representative. If the customer is owned or controlled by a government outside the candidates for political office or political parties.
United States, or is a representative or employee of a government-owned or
A ”foreign official” may be defined as:
controlled customer, giving tickets, gifts or anything of value may only be done in
certain limited circumstances. Before proceeding, you must ensure that the • Any officer or employee of another country’s government or any governmental
circumstances are appropriate under applicable laws and are consistent with Lucent organization;
policies. See “Government Customers Outside the United States” or contact the Law
• Any officer or employee of a public international organization;
Division for assistance.
• Any person acting in an official capacity for or on behalf of any such entity; or
We Comply With All Rules and Regulations That Apply to Sales to Government
Customers Which Are Branches of a Government Entity or Are Government- • Any officer, director or employee of a government-owned or controlled company,
Owned or Controlled members of royal families, consultants and others who exercise official influence.
Special care must be taken when dealing with customers and all employees of those
customers that are branches of a government entity or are owned, in whole or in part,
Many of Lucent’s customers outside the United States are government-owned or
by a government. Activities that might be appropriate when working with private sector
controlled. Employees of these customers are defined as “foreign officials.”
customers may be improper and even illegal when dealing with branches of a
government entity or government -owned or controlled customers and their employees. If, in connection with Lucent business, you want to provide a gift, meal, entertainment
The same caution should be used when providing goods and services to another or favor to any of these persons, or you want to invite them to a Lucent-sponsored
customer who, in turn, will deliver the product or service to a government end-user or event, you must obtain prior approval in accordance with the Lucent Gifts, Travel and
a government-owned or controlled customer. If you work with government customers, Entertainment Guidelines, available at the Anti-Corruption – Foreign Corrupt Practices
be aware of applicable procurement, bribery and other laws in that country. Act Web site. The Law Division can assist you in determining whether your activities
are covered by the laws and special rules applicable to dealings with government
How can I find out if my customer is owned or controlled by a government?
officials and provide appropriate guidance. Contact the Compliance Hotline if you
You should check the Anti-Corruption – Foreign Corrupt Practices Act Web site or suspect a violation of these laws or otherwise have questions.
contact the Law Division for additional information.
U.S. Government Customers
Government Customers Outside the United States
The U.S. government has very strict rules prohibiting the provision of gifts,
Generally, it is Lucent’s policy not to offer or provide gifts, entertainment, tips, favors entertainment, meals, favors or anything of value to its employees. These rules also
or anything of value (including, in some countries, meals and travel expenses) to an apply to government contractors and subcontractors. It is never appropriate to offer or
employee of a government-owned or controlled customer, a foreign official, foreign provide gifts or other favors to a U.S. government official, employee or customer,
political party or foreign political party official or candidate. Additionally, most countries regardless of the value of such gift or favor. Under certain circumstances, you may not
have anti-corruption laws prohibiting or restricting the provision of gifts, entertainment,
meals, tips, favors or anything of value to both domestic and foreign officials, including

receive gifts, entertainment, meals or favors from your suppliers if you are directly or In parts of the world where gift giving is common practice and not accepting a gift
indirectly involved in providing products or services to the U.S. government. For more could reflect badly on Lucent, it may be appropriate to accept a gift of more than
specific guidance, consult the Lucent Government Compliance and Integrity Program. nominal value, provided that doing so would not violate any laws or in any way
If you work with the U.S. government, you are required to become familiar with this discredit Lucent, and the gift is unsolicited and not given to influence your judgment. If
program. you receive such a gift, it is important to notify your supervisor in writing as soon as
possible to determine whether you may retain the gift or whether the gift should
May I invite a U.S. government customer to participate in a working lunch paid for by
become Lucent property.
Lucent?
For more information, see “Our Customers – Government Customers Outside the
Yes. However, U.S. government regulations require that the government employee
United States” and “Our Customers – U.S. Government Customers.”
reimburse Lucent for the cost of the meal.
One of my suppliers sent me a personal gift during the holiday season as a “thank
What is the Lucent Government Compliance and Integrity Program and to whom does
you” for Lucent’s business. May I keep it?
it apply?
You may accept the gift if it meets all of the following criteria:
There are special rules and regulations that Lucent employees and contractors must
follow if they work on any U.S. government contract or subcontract. The Lucent • It is unsolicited;
Government Compliance and Integrity Program supplements Lucent’s Business
• It is inexpensive;
Guideposts in this area.
• It will not influence, or be perceived as influencing, your business judgment; and
Our Suppliers
• You have discussed the situation with your supervisor, and your supervisor
We Do Not Accept Inappropriate Gifts and Do Not Allow Gifts and Entertainment approves.
Offers To Affect Our Purchase Decisions
Gifts
Entertainment
Gifts are generally given to create goodwill and, in some parts of the world, declining a
Appropriate entertainment and hospitality are important components of building
gift may insult the giver. On the other hand, accepting a gift may create a conflict of
relationships between Lucent and its customers, suppliers and business partners. The
interest or the appearance of a conflict of interest. This presents a dilemma for the
type of entertainment provided and the manner in which it is provided should be
recipient of a gift. Generally, you may accept a gift if it is unsolicited, inexpensive (less
consistent with business goals, in good taste and not offensive or dangerous to any of
than US $100) and not given to influence your judgment. Otherwise, you should
the participants.
decline it and explain Lucent’s policy to the gift giver. Never solicit gifts, directly or
indirectly, from customers or suppliers. Under no circumstances may you accept, • Examples of events at inappropriate venues, such as adult entertainment clubs;
directly or indirectly, payments, loans, bribes, kickbacks, special privileges, favors or
services from anyone.

• Excessive use of alcohol while representing Lucent; and You may accept the invitation provided that your participation at the conference is
important to the business, the conference agenda is primarily business-related and
• Lewd or vulgar behavior (such as use of offensive language).
you have obtained prior management approval consistent with Lucent’ s Approval
Matrices and Travel Policy. If the same invitation came from a supplier, you must
make certain that acceptance of the invitation does not create a conflict of interest or
You may accept occasional meals or other modest forms of entertainment from
appearance of a conflict of interest, or otherwise improperly influence your judgment
customers or suppliers as a courtesy extended during the normal course of business,
or business decisions.
provided that the entertainment is not being offered to influence your business
decisions. If a customer or supplier proposes entertainment that is more than modest We Select Sales Consultants, Agents and Other Representatives Whose
or routine, you must consult your supervisor before accepting the invitation. Conduct Reflects Lucent’s Values
Employees may not use, for personal or other non-business related purposes, Lucent- Lucent carefully reviews the credentials and reputations of prospective sales
owned assets (such as club memberships) that are intended for business use. consultants, agents and representatives and selects them in accordance with the
Foreign Corrupt Practices Act (FCPA) Guidelines for Hiring Sales Consultants and
For more information, see “Our Customers – Government Customers Outside the
Representatives, which is available on the Anti-Corruption – Foreign Corrupt Practices
United States ” and “Our Customers – U.S. Government Customers.”
Act Web site. Lucent retains these individuals or entities based solely on the terms of
My sales team is entertaining customers at a sporting event. May we have alcohol at written agreements after the appropriate approvals are secured. Lucent carefully
this event? monitors the performance of its sales consultants, agents and representatives to
assure that they comply with applicable laws and conduct their business in a manner
Consumption of alcoholic beverages at company-sponsored events requires senior
consistent with Business Guideposts and other applicable Lucent policies. Sales
management approval and may be authorized provided that, among other things,
consultants, agents and representatives are subject to the same laws as our
consumption is limited, consistent with local customs and does not endanger the
employees and, therefore, they cannot do what Lucent’s employees are legally
personal safety of the participants or interfere with their ability to conduct business
prohibited from doing. If you know or suspect that any agent, consultant or
effectively. See the Employment Policy Guide for more details.
representative is conducting business in an unethical or illegal manner, contact your
I am taking some customers and employees out to dinner and some of the supervisor and the Compliance Hotline immediately.
participants would like to go to an adult entertainment club after dinner. Is it
permissible if everyone pays his or her own expenses? Our Competitors
No. This type of entertainment is inconsistent with Lucent’s Values and is not We Employ Only Ethical Means of Obtaining Information About Our Competitors
permissible under any circumstances. “Local custom” is not an acceptable justification – Competitive Information Gathering
for this conduct and does not supersede Lucent’s code of conduct.
Gathering information about competitors, when done properly, is a legitimate business
One of my customers has invited me to attend a three-day conference sponsored by activity. It enhances our knowledge of the marketplace and helps us understand and
his company at a major resort. The conference agenda includes some business meet customer needs. However, competitive information should not be obtained,
activities but also provides leisure activities. May I accept the invitation to attend? If directly or indirectly, by improper means. It is improper to be involved in bribery,
the same invitation came from a supplier, may I accept? misappropriating trade secrets or other confidential information, inducing someone to

breach a nondisclosure agreement, making improper requests of a competitor or Reports can be filed anonymously and the identity of those who report will be
customer, or using deceit or trickery. Improperly collecting or using competitive protected to the extent consistent with law and Lucent policy. Lucent will investigate all
information may subject Lucent, and the individuals involved, to lawsuits or criminal reports, including those made anonymously, and provide feedback when appropriate.
penalties, up to and including imprisonment. The same rules appl y when we retain Employees may report on a confidential or anonymous basis, 24 hours a day, seven
consultants to gather competitive information on our behalf. days a week.
Special laws govern the collection of competitive information in connection with a U.S. Consequences of Violating Business Guideposts
government contract or subcontract. For more specific guidance, consult the Lucent
Lucent is committed to the highest levels of business ethics, personal integrity and
Government Compliance and Integrity Program.
compliance in all aspects of its business. Employees who do not comply with the
Compliance with Laws provisions of Business Guideposts, other company policies and/or applicable laws
may be subject to disciplinary action up to and including dismissal. Additionally,
Lucent Complies With Applicable Anti-Corruption Laws in the Countries Where certain kinds of conduct can lead to criminal and/or civil liability.
We Conduct Business
Lucent complies with applicable anti-corruption laws and regulations that govern our
business activities around the world. Lucent’s policies and procedures in this area are
provided in the sections entitled “Our Customers” and “Our Suppliers.” Ethics and Compliance1
Managing Compliance With Business Guideposts Compliance Program
Reporting Improper Conduct Responsibilities of the Chief Compliance Officer

We are each responsible for contacting the Compliance Hotline immediately if we Alcatel-Lucent’s Chief Compliance Officer has responsibility for ethics and compliance
suspect, observe or learn of unethical business conduct or the commission of any across the company. In this role, its reports to the CEO as well as to the Audit and
dishonest, destructive or illegal act. Ignoring or remaining silent about such conduct or Finance Committee of Alcatel-Lucent’s Board of Directors. The Chief Compliance
acts is not acceptable. Officer oversees the implementation of an effective program of compliance consistent
In addition, employees can use the Compliance Hotline to report accounting, internal with applicable international laws, standards and appropriate business practices as
accounting controls or auditing matters, including any questionable accounting or set forth in Alcatel-Lucent’s Statement of Business Principles. The specific
auditing practices. Internal Audit, the Law Division and the chairman of the Audit and responsibilities of the Chief Compliance Officer include:
Finance Committee of the Lucent Board of Directors will receive and review reports of
these incidents.
1 Source: http://www.alcatel-lucent.com/wps/portal/!ut/p/kcxml/04_Sj9SPykssy0xPLMnMz0vM0Y_QjzKLd4x3c3IDSYGYRq6m-p
EoYgbxjggRX4_83FT9IH1v_QD9gtzQiHJHR0UA1x1yVg!!/delta/base64xml/L3dJdyEvd0ZNQUFzQUMvNElVRS82X0FfRkJF#tabAnchor3

1. Overseeing and monitoring the implementation of the Company’s compliance Directive anti-corruption relative aux déplacements, à l’hébergement, à la
activities, with particular focus on Anti-Corruption. restauration, aux divertissements et aux présents²
2. Coordinating the education and training programs that focus on ethics and Principe généraux
compliance.
3. Assisting senior financial management in coordinating internal compliance
reviews and disclosure decisions.
4. Ensuring independent investigation and action, as appropriate, on compliance
matters.
5. Developing policies and programs to encourage reporting of suspected fraud or
other misconduct without fear of retaliation.
6. Establishing procedures to capture and record compliance violations.
Statement of Business Principles 1

Our Customers
Alcatel -Lucent is committed to maintaining our customer’s trust and respect. Alcatel -
Lucent competes fairly, honestly and by delivering superior products and services to
our customers. Alcatel-Lucent does not authorize, condone, encourage or promote,
directly or indirectly through others, unlawful or unethical behavior, such as bribery,
kick-backs, payoffs, promises to pay cash or things of value, or any other activities
that may be construed as being corrupt, unlawful or unethical.
1Source: http:// www.alcatel-lucent.com/sbp
²Source: http://www1.alcatel-lucent.com/gsearch/accessFile.jhtml?sendURL=http%3A//www.alcatel-lucent.com/wps/
DocumentStreamerServlet%3FLMSG_CABINET%3DDocs_and_Resource_Ctr%26LMSG_CONTENT_FILE%3DUser_Guides/Anti-Crruption_Policy_-_
French.pdf%26lu_lang_code%3Den_WW&sendCollection=RESOURCE_CENTER&sendTitle=Anti+Corruption+Policy+French&specialColl=
Portée

Mesures relatives aux déplacements d’affaires et aux frais associés

d’hébergement, de restauration et de divertissement ; aux réunions
professionnelles et aux frais associés de restauration et de divertissement ; aux
é vénements publics et privés

Directive relative aux présents


326. Australia & New Zealand Banking
The ANZ Code of Conduct & Ethics 1 discounted products, free travel or accommodation, if it could create any
obligation or expectation that could conflict with your work at ANZ.
What will happen if I breach the Code?
• Never try to improperly influence the outcome of an official decision, for example
Failure to comply with the principles or the spirit of the Code or the Policy Framework by offering a payment or benefit that is not legitimately due. These payments or
will be considered a serious breach of ANZ policy and will be investigated. Breaches benefits are unacceptable.
of the Code or the Policy Framework will result in disciplinary action, ranging from a
verbal warning through to the termination of your employment for serious breaches. Only accept gifts or entertainment in line with applicable policies and processes.
How does ANZ ensure the Code is effective? • Never make any donation or other financial contribution from ANZ to a political
party or candidate unless it has been approved by the ANZ CEO and the ANZ
Group Human Resources is responsible for ongoing review and development of the Board.
Code.
• Only entertain customers and business associates with lunches, dinners or other
On commencement of employment and every twelve months after that, everyone who events (such as football, cricket or the theatre) if the nature and value of the
is employed by or works at ANZ must complete the Code of Conduct and Ethics entertainment is reasonable in light of the nature and value of the business
Declaration, to show that they understand the principles of the Code, confirm that they relationship with ANZ and the seniority of the parties attending.
have complied with them in the previous 12 months and agree to comply with them
going forward. • Obtain proper approval for and properly record any donations, sponsorships,
charitable contributions, gifts and entertainment you accept from, or give to, a
All breaches of the Code of Conduct and Ethics are required to be recorded and third party on behalf of ANZ.
reported in line with ANZ’s policies and procedures.
We do not make or receive improper payments, benefits or gains Integrity and
trust are inconsistent with improper payments, benefits or gains of any kind. We comply with this Code, the law and ANZ policies and procedures
There are certain situations that have a higher risk of an improper payment, benefit or As a global organisation, we are subject to laws and regulations in all the locations in
gain being made or received. These include rewards from current or potential which we do business.
customers or suppliers that are out of the ordinary, such as cash, cheques, gifts, gift You must be familiar and comply with all relevant laws and regulations in the location
certificates or travel of a high value. or locations in which you work. Any breaches of the law can have serious
Where rewards from a current or potential customer or supplier c reate any obligation consequences beyond your employment, both for ANZ and for you as an individual.
or expectation that you will give preferential treatment to the person or company Although the laws that apply may be complex, ignorance is no excuse. You are
offering the reward, the reward is improper and must be refused. ultimately responsible for understanding which laws and regulations apply to you and
What you must do: the work you do. ANZ is committed to helping you by designing systems and
processes that comply with the law, and by providing relevant policies and training.
• Never accept any gift, reward or entertainment, including
1 Source: http://www.anz.com/documents/au/policies/ANZ-Employee-Code-of-Conduct.pdf

This Code, and ANZ’s policies, procedures and practices take into account not only In most cases, you should raise breaches of the Code, the law or policies and
the strict letter of the law but also the ANZ way of doing things. In many cases, the procedures with your line manager, your human resources representative or your
standards expected by ANZ exceed those required by law. Wherever there is an operating risk and compliance representative.
inconsistency between an applicable law and this Code, an ANZ policy, procedure or
There may be times where it is inappropriate to raise a concern within your business
practice, you must comply with whichever is the higher standard.
unit, in which case you may contact an ANZ Whistleblower Protection Officer (WPO)
What you must do: or use ANZ’s Whistleblower hotline (1800 997 448 (Aus); 0800 376 325 (NZ); + 61 3
9667-3731 (other Intl)). Reports to WPOs or the hotline are confidential and protected
• Not take any action, or fail to take any action, that may breach this Code, the law,
by the ANZ Global Whistleblower Protection Policy.
ANZ policies, procedures or practices.
What you must do:
• Complete all required training and education programs to build and maintain your
awareness and understanding of relevant laws, policies, procedures and • Be conscious of what others around you are doing.
practices.
• Honestly report all actual or suspected breaches of this Code, the law or ANZ
• If you are unsure whether a particular law, policy, procedure or practice applies, policies and procedures immediately to your line manager, human resources
seek guidance from your supervisor, line manager, human resources representative or your operating risk and compliance representative.
representative or operating risk and compliance representative.
• Remember that at any time you are able to report conduct under the ANZ
Whistleblower Protection Policy where the conduct is dishonest, corrupt,
fraudulent, illegal, unethical or any other type of reportable conduct.
We immediately report any breaches of the Code, the law or ANZ policies and
procedures
As someone working with ANZ, you are required to comply with thi s Code and report
any conduct that may be in breach of the law, this Code, the underlying Policy
Framework or any other ANZ policies or procedures as soon as you can. ANZ GLOBAL ANTI-BRIBERY POLICY1
Any reports of a breach of the Code will be taken seriously and investigated Executive Summary
appropriately by ANZ. It is important that all reports are based on truth and fact. If you
make a report in good faith, you will not be disadvantaged personally or in your Why does ANZ have this Policy?
employment, even if the conduct that is reported is later found not to be in breach of
the Code. At the same time, if you make an intentionally false or malicious report, you ANZ places great importance on the values of honesty, integrity, quality and trust.
may find yourself in breach of the Code, and dealing with the consequences that Bribery and corruption are incompatible with ANZ’s values and present significant
follow. There are many different avenues for reporting a breach - who you should risks to its aspirations. This ANZ Global Anti-Bribery Policy supports ANZ by:
raise the matter with will depend on the particular circumstances. • prohibiting bribery and corruption (as required by law)
1 Source: http://www.anz.com/documents/au/policies/ANZ_GLOBAL_ANTI-BRIBERY_POLICY.pdf

• establishing an appropriate anti-bribery compliance program • only make a donation or community investment that is worth:
• protecting ANZ’s reputation and its employees - more than AUD500 (or lower local limit if one has been established) and
less than AUD10,000 to a third party such as a charity or community
body where this has been approved by their line manager and a Group 2
How does this Policy apply at ANZ? Executive; or
This Policy is a level 2 Group Compliance policy that applies to all ANZ Divisions and - more than AUD10,000 where this has been approved in accordance
Business Units and has global application. This Policy applies to all employees with the Corporate Responsibility Expenditure Guidelines
working in an ANZ Business Unit or Group Member (where ANZ owns more than 50%
• record gifts, entertainment and donations where required
of the company).
• not make any political donation without approval of the Board and the CEO
Key obligations
• report conduct that could be a breach of this Policy or any concerns about their
Employees must:
personal safety if they receive a demand for payment, whether in connection with
• not engage in bribery or improper influence their employment or not to their Business Unit Risk Manager as soon as possible
• not accept any bribe or allow business decisions to be improperly influenced in
any way
Line managers and supervisors must regularly monitor the gifts and entertainment
• seek review from the Business Unit Compliance Manager if a transaction or received or offered by employees that report to them.
opportunity presents a risk of bribery or corruption, or could damage ANZ’s
Role of Group Compliance – Policy owner
reputation
Group Compliance is responsible for managing implementation of the Policy. It also:
• escalate concerns about the conduct of other employees
• provides general awareness training for all employees on anti-bribery
• not personally accept gifts valued at over AUD500. As refusal may sometimes
offend the giver, employees may accept these on ANZ’s behalf (in which case the • will coordinate the acquisition and implementation of a Gifts RegisterANZ
gift becomes the property of ANZ) and in consultation with their line manager GLOBAL ANTI-BRIBERY POLICY
(and if above AUD10,000, in compliance with ANZ’s Corporate Responsibility
• establishes guidelines for the implementation of the Policy
Expenditure Guidelines), pass the gift on to an appropriate charity
• only accept an invitation to enjoy entertainment valued at over AUD500 (per
person) with the approval of their line manager and a Group 2 Executive
• only offer a gift or entertainment to someone that is worth more than AUD500
with line manager and a Group 2 Executive’s approval

Anti-Money Laundering and Counter-Terrorism Financing Program 1 • be alert to suspicious customer behaviour
• report suspicions about customer behaviour to their business’ Money Laundering
Executive Summary
Reporting Officer
Why does ANZ have this Program? • never discuss concerns of suspicious customer behaviour with customers
• Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) legislation • complete any anti-money laundering or counter terrorist financing training ANZ
requires ANZ to have an AML/CTF Program in place that is subject to oversight asks them to complete
by the Board. The Program incorporates an AML/CTF Policy, which contains the • follow business processes for record retention
key obligations that apply directly to employees.
• The primary purpose of ANZ’s AML/CTF Program is identifying, mitigating and
managing the risk ANZ may reasonably face of its products and services being Role of Group Compliance – Program owner
involved in or facilitating money laundering or terrorism financing. Under the Program, relevant responsibilities of Group Compliance include:
• As required, ANZ’s Program is risk-based and sets out ANZ’s approach to • establishing and documenting ANZ’s risk-based approach to AML/CTF
activities including training of employees, employee due diligence, reporting of compliance
suspicious matters and ongoing customer/transaction monitoring and customer
identification processes and procedures. The program is to be implemented over • promoting compliance with ANZ’s AML/CTF and Economic Trade Sanctions
time as the requirements of the Australian legislation come into effect. obligations
• the development and maintenance of ANZ’s Compliance Framework and the
Group AML/CTF Program, including ensuring that these and all related
How does the Program apply at ANZ? documents are relevant in light of a changing external environment (including
ANZ’ s Group AML/CTF Program applies to all ANZ business units and majority owned significant changes identified in ML/TF risk)
subsidiaries that are members of the ANZ Designated Business Group (a group of • developing and maintaining general awareness training on AML/CTF for all
entities formed for the purposes of adopting and reporting on compliance with ANZ’s employees
AML/CTF Program).
Key obligations
Those aspects of the Program that apply directly to employees require them to:
• follow business processes to confirm the identity of new customers and be
confident that customers they are dealing with are who they claim to be
1 Source: http://www.anz.com/Documents/AU/policies/ANZ_ANTI-MONEY_LAUNDERING_COUNTER_TERRORISM_FINANCING_PROGRAM.pdf

ANZ GLOBAL FRAUD AND CORRUPTION POLICY1 Accreditation Framework
Executive Summary
Line managers are required to:
Why does ANZ have this Policy? • promptly seek clarification regarding any unclear Policy requirements or from
• The purpose of this Policy is to provide guidance to staff on how to identify, requirements which they believe exemptions may be required
report, and help prevent fraud or corruption occurring at ANZ. • ensure reporting of fraud is escalated
• A key objective of the Policy is to support and enable the right organisational • complete fraud risk assessments and ensure strong internal controls are in place
culture to proactively prevent fraud and corruption. and operating effectively
• The Policy is aligned to the ANZ Operational Risk Framework. It sets out • conduct employee probity checks
minimum operational risk requirements for governing fraud risks and prescribes
consistent fraud management practices across ANZ. • ensure employees have undertaken fraud training
• encourage staff to take 20 days annual leave each year of which 10 days should
be consecutive
How does this Policy apply at ANZ?
This Policy is a level 2 Group Operational Risk policy that applies to all ANZ Divisions
and Business Units and has global application. The Policy represents minimum Each Divisional and Business Unit Head must ensure that their staff are aware of and
requirements and Divisions and Business Units may introduce subordinate policies in adhere to the Policy.
line with their risk appetite to further manage and mitigate the risks of fraud and Role of Group Operational Risk and Risk Services – policy owner
corruption.
To support this Policy, Group Operational Risk and Risk Services must develop a
Key obligations framework and supporting policies for the management of fraud & corruption risks,
Under this Policy, employees must: monitor fraud trends, ensure Divisions and Business Units have sound practices for
identifying new and emerging fraud risks, report material operational risks and loss
• be alert to any fraudulent activity data to OREC and RC, and approve use of Divisions and Business Units’ new fraud
• if they see or suspect any fraudulent activity, report it immediately to their line technology solutions.
manager. If for some reason they cannot approach their line manager, they must
report the matter to an Operational Risk Manager. Alternatively, they must
contact Group Operational Risk or Group Investigations
• comply with fraud awareness training requirements following ANZ’s Risk
1Source: http://www.anz.com/documents/au/policies/ANZ_GLOBAL_FRAUD_AND_CORRUPTION%20POLICY.pdf

ANZ Global Whistleblower Protection Policy 1 General Manager, Compliance and Chairman of the Audit Committee). Prior to the
release of the Code of Conduct and Ethics, Regional WPOs and Alternate Regional
Executive Summary WPOs will also be appointed for each of the regions of Asia Pacific, India, New
Zealand and Europe/United States.
Why does ANZ have this Policy?
Key obligations
• ANZ has a strong values-based culture that encourages openness, integrity and Employees must:
accountability. The Corporations Act in Australia and similar legislation in other
jurisdictions also require ANZ to protect whistleblowers. • consider whether a matter can be more appropriately escalated or effectively
addressed under another ANZ policy or process before making a report (e.g. to a
• The purpose of the ANZ Whistleblower Protection Policy is to encourage, support line manager, HR, Risk & Compliance Manager or Group Investigations)
and promote honest and ethical behaviour by providing a framework for the
escalation of ‘Reportable Conduct’ which is conduct that is dishonest, fraudulent, • make reports in good faith
corrupt, illegal, in breach of local laws, unethical, an unsafe work practice or a • report concerns about the resolution or the conduct of investigations of
repeated breach of ANZ policy or administrative procedures (including breaches disclosures under the Policy to the Chairman of the Audit Committee
of the Code of Conduct and Ethics).
• not disadvantage or victimise another employee who makes a report
• undertake the online General Awareness Training Module offered by Group
How does this Policy apply at ANZ? Compliance within two months of commencing employment
This Policy is a level 2 Group Compliance policy that applies to all ANZ Divisions and
Business Units and has global application. This Policy applies to everyone working at
ANZ, whether or not they are ANZ employees. It allows directors, managers, Role of Group Compliance – Policy owner
employees, contractors and consultants to ANZ to make a report and requires ANZ to Group Compliance is responsible for managing the implementation of the Policy,
protect them from being victimised as a consequence. including ANZ’s relationship with Deloitte. It also:
Under the Policy, reports are made by contacting either: • provides general awareness training for all employees
• a designated Whistleblower Protection Officer (WPO); or • provides assistance and role-based training to WPOs
• the ANZ Whistleblower Hotline (managed by Deloitte). • provides role-based training to Whistleblower Protection Champions (WPCs),
who are responsible for being a point of contact in the business
ANZ has two Group WPOs (Group General Manager Internal Audit and Group • reports de-identified statistical information to Audit Committee and the
General Counsel & Company Secretary) and two Alternate Group WPOs (Group Operational Risk Executive Committee about the number and type of Disclosures
under the Policy in February and July of each year
1 Source: http://www.anz.com/documents/au/policies/ANZ_GLOBAL_WHISTLEBLOWER_PROTECTION_POLICY.pdf

327. 3M
3M Business Conduct1 regulations, agreements or reasonable customs of the marketplace.

• Make sure any business gift is nominal in cost, quantity and frequency and that
PROTECTING 3M ’S REPUTATION AND ASSETS
the gift can withstand public scrutiny without damaging 3M’s reputation.
Business Gifts and Entertainment Policy • Gifts of 3M consumer products are generally likely to be appropriate, as are gifts
of items that are marked with 3M promotional labeling.
Applies To: 3M employees worldwide, anyone doing business for or with 3M and
others acting on 3M's behalf. As a global policy, it applies to all locations where 3M • Properly record any business gift on your business unit’s books and make sure
business is conducted and to all company-sponsored events. that it complies with any policies of your specific 3M business unit.
Policy statement: The term “business gifts” in this policy includes business • When deciding on the appropriateness of giving or receiving a business gift,
entertainment, as well as gift items. The giving of business gifts is a customary way to consider how the gift compares in value to the usual gift-giving practices in your
strengthen business relationships and, with some restrictions, is a lawful business industry and country, the sum of gifts to or from that entity over time, the
practice. It is 3M policy that company employees may give and receive appropriate, suitability of the gift given your position at 3M, the impact of the gift on building
lawful business gifts in connection with their 3M work with comm ercial customers and positive business relations with the recipient, and how the gift might look to an
other nongovernmental parties, provided that all such gifts are nominal in value and outsider.
not given or received with the intent or prospect of influencing the recipient’s business • These guidelines apply even when no reimbursement from the company is
decision -making. sought.
Special laws and rules apply to gifts to government employees and it is 3M policy to • If you plan to give or accept a business gift of more than a nominal value, you
strictly comply with all such restrictions. Local laws in the United States and around must inform your supervisor.
the world strictly limit gifts to government employees. These may be criminal acts,
regardless of whether they are paid for with 3M or personal funds. • Coffee, doughnuts, soft drinks and similar refreshments of nominal value
provided other than as part of a meal are not considered to be gifts under the gift
Bribery is illegal and violates this policy. 3M policy does not allow for corrupt practices rules for executive branch employees. Therefore, these types of nominal
in any form, including bribery. refreshments may be provided to executive branch employees. Do not be
Even when legal, employees cannot give or receive business gifts if doing so would offended if they seek to make reimbursement, however, and accept any such
violate this policy. Any business gifts given or received by a 3M employee must be payment.
nominal in cost, quantity and frequency. Never accept or offer gifts of cash or cash • Consult with your assigned 3M legal counsel before giving business gifts to
equivalents, such as gift certificates. Never accept a gift that could be viewed as consultants and employees of state and local government agencies.
lavish.
What to avoid
What it means
• Giving or receiving money or other cash equivalent as a business gift.
• No 3M employee may give or receive a gift that violates the law,
1Source: http://multimedia.mmm.com/mws/mediawebserver.dyn?6666660Zjcf6lVs 6EVs66S7cECOrrrrQ-

• Unless it is clear that applicable laws and regulations permit it or prior approval the consultants, sales agents and certain business partners with whom 3M does
has been obtained from assigned 3M legal counsel, offering business gifts to U.S. business. 3M may also be liable for the prior acts and omissions of businesses that
government employees. Although U.S. executive branch employees may lawfully 3M acquires or with which it enters into joint ventures.
accept some nominal gifts, the gift rules for U.S. judicial and legislative branches
This policy prohibits bribery and imposes mandatory due diligence, internal approvals,
differ from the executive branch and are sometimes even stricter. Because of
books and records entries, and document retention requirements in six key areas
these strict limitations, 3M employees should avoid giving gifts to any U.S.
related to Government Officials. It also requires audits to help ensure compliance, as
government employees, including military personnel, regulatory agency
well as appropriate scrutiny of acquisition and joint venture target companies that
employees and U.S. government employees located outside the United States.
have had foreign government sales and other significant governmental interaction.
• Giving or receiving gifts that are too costly or frequent to be within the customs of (Receiving or offering gifts, travel or anything of value to a third parties who are not
the marketplace. Government Officials must comply with the Business Gifts and Entertainment Policy.)
• Giving any gift to reward a government employee. A “Government Official” is:
• Giving or receiving gifts that influence or give the appearance of influencing • any government employee or elected or appointed official
business judgment.
• a political party
• Offering a gift if you know it would violate the recipient’s policy to accept it.
• a candidate for political office (even if not currently in office)
• Giving or receiving entertainment, such as tickets to a sporting event, where a
• an official or employee of an international organization such as the United
representative of the company offering the gift will not be accompanying the
Nations, Red Cross/Red Crescent, International Monetary Fund, World Bank.
recipient to the event.
• an employee of a quasi-public agency and other companies or organizations
partly or wholly owned or controlled by a government.
Operating in a Global Marketplace
Anti-Bribery Policy A “bribe” is the offering, authorizing or giving of anything of value to a Government
Official directly or indirectly with the intent to obtain or retain business or gain an
Applies To: 3M employees worldwide, anyone doing business for or with 3M and improper advantage. An “improper advantage” is broadly defined to mean something
others acting on 3M's behalf. As a global policy, it applies to all locations where 3M to which the company is not clearly entitled, such as a price increase approval,
business is conducted and to all company-sponsored events. favorable product specification selection, contract award, grant of operating permits,
product use/registration approval, favorable court decision, or tax dispute settlement.
Introduction: Certain activities related to Governmental Officials (defined below) –
such as providing gifts, political contributions, entertainment, travel related benefits or Policy Statement: It is 3M policy to comply with all applicable anti-bribery laws,
facilitating payments - can violate anti-bribery laws around the world. 3M may also be including the U.S. Foreign Corrupt Practices Act and all applicable local laws where
liable under some circumstances for the bribes or attempted bribes made or offered
by

3M operates, and to accurately reflect all transactions on 3M’s books and records. It is on 3M’s behalf
also 3M’s policy to require those agents, consultants and business partners who work
4. Facilitating or “grease” payments to any Government Official
on 3M’s behalf before Government Officials to comply with these same laws and
practices. 5. Activities with certain business partners who may interact with Government
Officials directly or indirectly on 3M’s behalf
What it means: 3M requires that:
6. Political contributions to any Government Official, political party, candidate or
• Its employees not engage in acts or omissions that offer, authorize or give a bribe
political organization
to a Government Official, or create the impression that a bribe has been offered,
authorized or given;
• Its employees take affirmative steps to prevent those doing business directly or 3M employees can access these Mandatory Operational Standards and related tools
indirectly before a Government Official on 3M’s behalf from engaging in bribery; on the 3M Legal Center Intranet site, under the topic “Anti-Bribery”.
• Its employees adhere to 3M’s mandatory due diligence, internal approval, What to avoid
financial reporting, and document retention requirements in the six key areas
• The direct or indirect provision of cash or anything of value to a Government
listed below and as fully set out under the topic “Anti-Bribery” on 3M’s Legal
Official to obtain an unfair business advantage or to obtain or retain business.
Center.
• Authorizing or providing travel benefits, gifts, entertainment, or political
• Its employees scrutinize activities of certain acquisition targets and joint venture
contributions for the benefit of a Government Official without the required due
partners to identify and address potential bribery issues;
diligence assessment and internal 3M business and legal approvals.
• Its employees promptly report to 3M any suspected violations by 3M employees
• Entering into a consultant or sales agent agreement that will result in contacts
or others doing business before a Government Official on 3M’s behalf; and
with Government Officials without conducting due diligence, obtaining the
• Its auditing function audit 3M’s businesses as appropriate for potential bribery required internal business and legal approvals, retaining all due diligence for eight
activities and risks. years, and accurately recording on 3M's book and records all related payments.
Six Key Areas: In addition to those obligations set forth above, 3M requires specific • Making any "grease" or facilitating payments without obtaining the required 3M
due diligence, internal legal and business approvals, financial reporting, and internal business and legal approvals.
document retention requirements in six key areas:
• Making any incomplete, false or inaccurate entries on 3M's books and records.
1. 3M sponsorship of any travel-related benefits for any Government Official
2. Gifts to, entertainment for, or charitable contributions on behalf of any
Government Official
3. Use of consultants and sales agents who may interact with Government Officials

Dealing with Governments • Obtain prior clearance from Human Resources and assigned legal counsel to
discuss employment with or offer employment (either as an employee or
Doing Business with Government Agencies and Government Contractors Policy consultant) to former and current government employees, as detailed in 3M's
Hiring Former and Current Government Employees and Consultants Policy.
Applies To: 3M employees worldwide, anyone doing business for or with 3M and
What to avoid
others acting on 3M's behalf. As a global policy, it applies to all locations where 3M
business is conducted and to all company-sponsored events. • Violating national, state, province, or local government laws or regulations
concerning offering or providing business gifts and gratuities to government
Policy statement: It is 3M policy to conduct its government contract and subcontract
employees or employees of government contractors or subcontractors.
business in strict compliance with all applicable national, state, province and local
laws and regulations and all contract requirements. • Making false statements or certifying false data to government employees,
government agencies, or government contractors or subcontractors.
What it means: 3M employees and others acting on 3M's behalf must:
• Deviating from government contract or subcontract requirements or making
• Understand and follow the Government Contract Compliance Policies, Standards
unauthorized contract or subcontract substitutions, including failure to perform
and Procedures posted in the Policy Center on 3M Source.
required tests and inspections.
• Follow contract negotiation requirements, such as special bidding rules and the
prohibition against obtaining "inside information" about the procurement.
If You Have a Business Conduct Concern
• Set up processes to abide by contract obligations and inform other employees
who have responsibility for contract performance regarding special pricing, Upholding 3M’s Business Conduct Policies and values is the responsibility of
intellectual property rights, subcontracting requirements and other special everyone acting on 3M’s behalf. It is also everyone’s responsibility to raise a concern
government contract requirements. promptly about a possible violation of 3M policy or law. It is vital to address problems
early while they are small and more easily fixed. Serious damage, fines, penalties and
• Be honest and accurate in all dealings with government officials, government
loss of confidence in 3M can result if small problems are allowed to grow into big
agencies, government contractors, and government subcontractors. Ensure that
ones.
certifications and representations are accurately made.
Where to Go with Questions
• Understand and follow 3M's Business Gifts and Entertainment Policy regarding
gifts to U.S. and international government employees. No written policy can anticipate all the situations and circumstances to which the
policy might apply. If you have a question about a Business Conduct Policy, how the
• Be aware that applicable laws and regulations may vary from state to state,
policy relates to your job or how a policy may apply to a specific situation, you can go
province to province, country to country, and government agency to government
to any of the resources listed in How to Report a Suspected Violation of these Polices
agency. If you have questions about any law or regulation applicable to
section.
government contracts, subcontracts or purchase orders, seek advice from your
assigned 3M legal counsel. Also, understand and follow 3M's Anti-Bribery Policy.

How to Report a Suspected Violation of These Policies • The 3M Director, Business Conduct and Compliance 220-9-E-02, 3M Center 3M
Company Saint Paul, MN 55144-1000 Telephone : 1-651-733-1540, (3M
Most days, you don’t have to look very hard to find newspaper articles about
Triminet) 733-1540
companies facing investigations and litigation concerning illegal or unethical behavior.
No company - no matter how good its compliance program and corporate culture are -
should be so na ïve as to think it will never have a legal or ethical compliance issue.
If you are raising a concern under the Harassment Policy, you also can go to your
The measure of a good company, and a good compliance program, is whether a
local Human Resources Manager or someone higher in the 3M Human Resources
company finds problems early and fixes them while they are small. The best way for
organization.
3M to find out early about suspected violations is when employees and others acting
on 3M’s behalf support the compliance program by being the “eyes and ears” of If you are raising a concern regarding accounting, financial reporting, internal
compliance in the company. accounting controls or auditing matters, you also can go to:
Studies show that many people are reluctant to report a suspected violation involving • General Auditor
a coworker. To address this natural reluctance, 3M has a strict policy prohibiting 3M Corporate Auditing Department
retaliation against anyone who raises a business conduct concern or cooperates in a 224-06-N-11, 3M Center Saint Paul, MN 55144-1000
company investigation. We stress with our employees and others acting on 3M’s Telephone : 651-733-3252, (3M Triminet) 733-3252
behalf that reporting a suspected violation is the right thing to do, because every
violation of law or 3M policy creates risk for employees, the company, customers and
What If You Wish to Remain Anonymous
the communities in which 3M operates.
First consider whether you are comfortable raising your concern directly within 3M,
You have a number of options to report what may be a violation of 3M Business
such as to your manager or to someone else in your department. 3M has found that
Conduct Policy or law. You can raise a concern orally or in writing to:
internal concerns usually can be resolved most quickly and satisfactorily when they
• Your management. You can go to your direct supervisor or manager, or to a are raised with internal resources such as management or human resources. If you
higher level of your management, if you prefer. Because your management is are uncomfortable doing so, if you do not know whom to contact, or if you believe your
closest to the issue, this may be the best place to go to resolve an issue quickly. concern has not been satisfactorily addressed, you can submit your concern
anonymously (unless anonymous reporting is prohibited by law in your country) by
• Your assigned 3M legal counsel.
using the following options:
• 3M-ethics.com. This website is operated by a third party vendor, EthicsPoint.
• You can go to 3M-ethics.com. EthicsPoint does not trace phone calls or use
EthicsPoint is an independent, professional reporting service retained by 3M to
Caller Identification. In addition, EthicsPoint does not generate or maintain
assist with the receipt of questions or business conduct concerns. From this site,
internal connection logs containing Internet Protocol (IP) addresses, so no
you may submit your concern by completing a web-based form or by calling the
information linking your computer to EthicsPoint would be available. Reports
toll-free Helpline. EthicsPoint offers confidential and anonymous reporting 24
hours a day, with the ability to report concerns in many languages.

from your computer would come through a secure Internet portal, which does not
trace or show user screen names. Finally, EthicsPoint removes Internet
addresses to ensure that anonymity in the EthicsPoint system is maintained.
EthicsPoint will not use information reported to it for any purpose other than
passing along the information to 3M for appropriate handling.
At the end of your telephone call or web-based report, EthicsPoint will provide
you with a report key and ask you to create a password. You will be asked to
telephone 3M's Business Conduct Helpline, operated by EthicsPoint, or visit the
EthicsPoint website two or three business days after you make your initial report.
At that time, you can monitor progress on your report and learn whether any
additional information is needed from you to address your concern.
• You can mail a letter to the Director, Business Conduct and Compliance, at the
address above.
If you choose to identify yourself in reporting your concern, 3M will make every
reasonable effort to hold your name in confidence during the investigation.
How 3M Will Respond to a Report
If warranted, 3M will commence an appropriate investigation, using internal or external
resources with expertise in conducting investigations. The information in your report is
shared with appropriate investigation team members, and the concern is investigated
promptly and discreetly. You will be notified at the conclusion of the investigation. If
you do not believe your concern has been adequately addressed, please raise it with
another of those resources listed in How to Report a Suspected Violation of these
Polices section.
3M prohibits retaliation against anyone who raises a business conduct concern or
cooperates in a company investigation. Complaints made in good faith will not expose
you to any sanctions, regardless of whether the underlying facts prove to be correct or
result in any corrective action. If you believe you have faced retaliation of any kind,
please report it so the 3M can investigate.

328. Rite Aid
Code of Ethics and Business Conduct1 associate is asked to attend an overnight event with a vendor, he/she must obtain
prior approval from his/her department’s Executive/Senior Vice President.
Responsibility to the Corporation
Giving gifts
Dealing with suppliers and others Associates may not furnish or offer to furnish any gifts, entertainment, meals,
compensation, credits, or anything of value to a person who has business dealings
Associates who make or are involved in making business decisions for the with the Corporation (suppliers, purchasers, and competitors), except when authorized
Corporation must do so using consistent and unbiased standards. Associates by the department’s Vice President. If authorized, the item must be reasonable and
interacting with any person who has business dealings with Rite Aid (including proper under generally accepted business practices and ethics.
suppliers, customers, competitors, contractors, and consultants) must conduct such
activities in the best interest of the Corporation. Therefore, associates must not accept Prohibition of gifts to government officials and employees
any gifts, entertainment, or gratuities that could influence or be perceived to influence The various branches and levels of government have laws that restrict the giving of
their business decisions or be in a position to derive any direct or indirect benefit or gifts, including meals, entertainment, transportation, and lodging, to government
interest from a party having business dealings with the Corporat ion. officials and employees. Associates must obtain pre-approval from the Legal
Business courtesies department before providing any gift, meal, or anything of value to a government
official or employee.
The type of business that Rite Aid does involves dealing with a wide range of
suppliers, many of whom may consider it standard practice to provide gifts and Discipline for violations
entertainment as a gesture of appreciation. The giving or receiving of gifts or Rite Aid intends to use every reasonable effort to prevent the occurrence of conduct
entertainment by any associate acting in his/her capacity as a Rite Aid associate or by not in compliance with its Code of Ethics and Business Conduct and to halt any such
members of an associate’s immediate family can potentially be problematic because conduct that may occur as soon as reasonably possible after its discovery. Associates
such acts may be construed as attempts to influence the performance of duties. who violate this Code and other Corporate policies and procedures may be subject to
Receiving gifts disciplinary action, up to and including discharge. In addition, disciplinary action, up to
and including discharge, may be taken against anyone who directs or approves
Associates and/or members of an associate’s immediate family may not request or infractions or has knowledge of them and does not move promptly to correct them in
accept gifts in connection with Rite Aid business beyond that of a nominal or token accordance with the Corporation’s policies.
value (less than $25). This includes gifts, payments, consulting fees, loans, or other
benefits of value received directly or indirectly from any existing or potential customer, Reporting violations
supplier, or competitor. Gifts of a nominal or token value, motivated by commonly If associates know of or suspect a violation of applicable laws and regulations, the
accepted business courtesies, may be accepted. However, any gift that could create Code, or the Corporation’s related policies, they must immediately report that
or appear to create an obligation to the donor or influence the business relationship information to their supervisor, a higher level of management, the individuals or offices
with the donor may not be accepted. Associates may accept an occasional meal or identified in the section above, or the Corporation’s hotline discussed below. No
outing with suppliers or customers if there is a valid business purpose involved. If an associate reporting a suspected violation will be subject to retaliation because of a
1 Source: http://www.riteaid.com/www.riteaid.com/w-content/images/company/governance/code_of_ethics.pdf

good faith report.

The Corporation’s hotline
Rite Aid has a 24-hour hotline, 1-888-RITE-CALL (1-888-748-3225), which can be
used to report violations of the Code, applicable laws and regulations, and the
Corporation’s policies, including the theft of Corporate assets or other types of
business abuse. All calls are kept confidential.

329. Hanwha
Code of Ethics 1
Ethical Management
Hanwha is working hard to further improve its transparency in management and to
establish a sound organizational culture. Declaration of Ethical Management Since the
WTO emerged from the Uruguay Round in the early 1990s, the world has moved to
become more and more like a single market. The importance of environmental issues
and the severity of problems regarding pollution have been continually emphasized
since the Green Round in 1997. Recently, one can see movement, initiated by the US,
toward the Ethical Round, aimed at regulating international trade of products and
services provided by companies deemed to be unethical.
Even if a Korean company were to be found guilty of bribing public officials of a
foreign country, that company would not be subject to punishment according to
Korean domestic law. However, there has been strong movement toward anti-
corruption since the turn of the millennium through the so-called Corruption Round led
by the US, which resulted in the OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transaction in 1992.
The convention opened the door for domestic law to punish domestic companies that
bribe public officials in another country. International movements such as this have led
to the enactment of the “Foreign Bribery Prevention Act,” as well as the activities of
the “Anti-corruption Committee” and the “Korean Academy of Business Ethics,” which
brought about significant changes to the business environment and practices within
Korea.
1 Source: http://english.hanwhacorp.co.kr/comp/ma/et/index.asp

330. Softbank
Compliance 1 Efforts on Penetration of Compliance²
Group Compliance Structure Trainings

SOFTBANK Group companies are making efforts to raise an awareness of
Hotline (Internal Reporting System) compliance within officers and employees by providing e-learning trainings, trainings
by department, by theme, and by job position such as trainings for officers, trainings
A Hotline that enables all officers and employees of Group companies to report and
for management level, and trainings for new comers. As one of the Group-wide
consult when they aware any violation of compliance or any possibility of violation has
initiatives, Group officers attend compliance discussion sessions which invite an
been established to discover, improve or prevent any compliance risk in the business
external lawyer as an instructor to reaffirm the officers' responsibility on compliance. In
activities at an early stage. An appropriate action shall be taken for the report or
fiscal year 2007, 16 sessions with 8 themes such as 'Officers' Responsibility', 'Insider
consultation after the sufficient investigation. For any reason, a person who report or
Trading', 'Long Working Hours and Mental Issues', etc. were held which were
consult will never be subject to retaliation for using the hotline.
attended by a total of more than 300 officers.
There are several Hotlines for users to be accessible. In addition to each group
Compliance Awareness Month
company's Hotline, the Group Hotline has been opened to receive reports and discuss
issues from all Group officers and employees. The Group Hotline has two contact A poster for the Compliance Awareness MonthStarting from fiscal year 2006, August
points, one is staffed by internal Compliance department, and the other is staffed by was designated as Compliance Awareness Month for all Group officers and
external lawyers. Consultation may be made directly by face-to-face meeting, employees to raise awareness of compliance. Throughout the month, seminars and
telephone, email or postal service, and it may be made anonymously. For officers and evens with various themes such as internal control, intellectual property right,
employees in overseas subsidiaries, we also accept English or Korean reports or information security, harassment, etc. were organized by inviting SOFTBANK
consultations. managements and external lecturer, and in total, more than a thousand officers and
employees attended these events every year.
1 Source:
http://www.softbank.co.jp/en/initiatives/compliance/structure/index.html
²Source: http://www.softbank.co.jp/en/initiatives/compliance/efforts/index.html

331. GasTerra
Annual Social Report 2007 1

Code of conduct (inside the annual social report)
GasTerra has set up a code of conduct for employees. This is distributed to all
members of staff as a written document. New employees receive this code when they
commence employment. The code can also be consulted at any time on the
company’s own intranet ‘InTerra’. Issues are also raised here throughout the year with
the aim of refreshing employees ’ knowledge and keeping up awareness of this code.
The company is very restrained when it comes to donations and granting favours.
Donations to politicians and/or political parties are fundamenta lly forbidden. The
donation policy prescribes that only organisations that are of good standing and
verifiable as such are eligible for support. On the other hand, GasTerra employees are
not permitted to allow their activities to be affected by donations or favours. The
normal amount for gifts or gestures of goodwill is the standard value of 50 euros used
by the tax authorities.
Discrimination or intimidation are not permitted and inappropriate behaviour falling
under these headings should be reported immediately. GasTerra has a complaints
committee whose members can be consulted on a confidential basis . GasTerra
approved a whistle-blowers’ scheme in 2007, whereby employees who report
irregularities benefit from protection and are given recognition for making the report
and being observant. This too has been brought to the attention of the entire staff and
forms a standard part of the information on the internal website. The provisions and
regulations are included in the HRM handbook.
GasTerra has no foreign branches or projects. Human rights, child labour, freedom of
association and working conditions are subject to Dutch law and form part of the
consultations between company, works council and trade unions.
1 Source: http://www.gasterra.com/notices/Documents/Annual%20reports/MJV_2007_ENG_def.pdf

332. Merck
Corporate Responsibility 2006–2007 Report1 ETHICAL RESOURCES FOR EMPLOYEES
Conducting Ourselves Ethically and Transparently The Merck AdviceLine, a telephone line available to employees around the world 24
hours a day, seven days a week, is staffed by an independent organization that allows
Adherence to the rule of law, ethical working practices, good corporate governance employees to remain anonymous in accordance with applicable legal standards for
and transparency are critically important to our stakeholders and to our sustainable operating whistle-blowing hotlines. Multilingual report processing with language
success. interpretation is available in up to 150 languages, allowing employees to communicate
But it takes more than the right mechanisms and standards to ensure an ethical in their native language to ensure accuracy of reported information. In addition, the
business environment. At Merck, ethics are an integral part of our business decisions Merck Ombudsman Program offers a “safe haven” for U.S.-based employees to
and inform how all employees conduct themselves every day. express work-related issues without fear of retaliation. This program confidentially
addresses employees’ concerns about conduct that may be inconsistent with Merck’s
Merck’s commitment to ethics extends beyond the Company’s boundaries. We policies, practices, values and standards. Outside the United States, employees may
actively promote the development of codes and standards for ethical and transparent contact the Office of Ethics directly or use the AdviceLine to raise concerns.
business practices that can help to foster respect and promotion of human rights, limit
corruption, ensure fair and open competition and encourage a better business ADDRESSING MISCONDUCT
environment, all of which are essential to economic growth. In 2008, we implemented our global guidelines for escalation, investigation,
ETHICS TRAINING AND DEVELOPMENT remediation and recognition of noncompliant activities or actions across our different
divisions and geographies. When Merck substantiates allegations of ethical
In 2007, the Office of Ethics launched a global compliance training series, consisting misconduct, it imposes a variety of disciplinary actions on those responsible for the
of online training programs to provide employees with tools and resources for making misconduct, such as dismissal from the Company, issuance of final written warning
responsible business decisions. The first course, Know the Code, complements the letters and financial penalties.
Company’s established classroom-style ethics training and covers such topics as:
PERFORMANCE
• Can competitive information obtained from a physician be shared?
To date, 90 percent of Merck employees have taken the Know the Code training and
• What is Merck’s policy on human rights? we anticipate this will be nearly 95 percent by the end of 2009.
• Can I give samples to a physician for his personal use? The number of calls to the Office of Ethics/Ombudsman has declined somewhat since
2005, including a 30 percent reduction in calls about human resource-related issues.
We believe this can be attributed to our strengthened performance management
All new employees are required to complete Know the Code within 30 days of hire. processes: more ongoing performance discussions between managers and their
For information on additional training courses that support our ethical business reporting staff are preempting and resolving more issues. The decrease in calls also
practices, go to www.merck.com/cr/ethics. reflects the decrease in employee numbers in recent years due, in part, to our
restructuring program. The calls to the Merck AdviceLine almost doubled from 2006 to
2007, due, in part, to greater awareness of the AdviceLine as a result of increased
1 Source: http://www.merck.com/corporate-responsibility/docs/cr2006-2007.pdf

employee communications. Code of Conduct 1

ENSURING ETHICAL INTERACTIONS WITH GOVERNMENT OFFICIALS
Relationships with our Customers
WORLDWIDE
All Merck employees are required to adhere to Merck’s high standards and act with Gifts and Hospitality
integrity when interacting with government agents or engaging in any conduct related
to governmental health care programs. This includes ensuring that all information Giving Gifts
provided to governmental entities is complete and accurate to the best of the We believe in competing on the merits of our products and services and wish to avoid
employee ’s knowledge and belief. Merck’s standards for governing interactions with even the appearance of improper conduct with our customers. The giving of gifts
government officials include guidelines concerning the U.S. Foreign Corrupt Practices whether in cash or non-cash, including services, to customers is prohibited unless it
Act to ensure employees strictly adhere to Company policies and procedures, local complies with the specific exceptions described below. We recognize that in certain
laws and U.S. laws when interacting with government officials, their family members cultures there may be an occasion when gift-giving is customary and expected.
and their representatives. The standards state: Decisions about these situations must be carefully weighed, and prior written approval
“Merck’s Ethical Business Practices Policy and these standards prohibit payments, must be obtained from your manager before proceeding.
including payments of Company funds or other assets, directly or indirectly, to To Physician Customers: Because we wish to safeguard the public’s confidence in
government officials (including Foreign Officials) or persons acting on their behalf for physicians to make decisions solely on the basis of patient health, we do not provide
the purpose of improperly influencing decisions or actions respecting Merck’s gifts or other incentives to our physician customers. As part of informing physicians
business… Failure by employees to comply with these standards may have severe about our products, we may provide occasional educational and practice-related
internal consequences, up to and including termination from the Company, as well as items, as long as they are of nominal value and medically relevant (e.g., medical
external consequences, including possible criminal prosecution and/or significant textbooks and other items that serve a genuine educational function). Additionally,
fines.” promotional items of nominal value are also permissible (e.g., pens, notepads,
As part of Merck’s global ethics and compliance training, in 2008, we are rolling out a calendars, etc.), provided that they are related to a physician’s practice.
new e-learning course on anticorruption and bribery designed to help employees Remember that some localities have more restrictive policies based on local laws or
understand our corporate policy on ethical business practices and compliance with the industry codes regarding gifts to physicians. Please consult your local/regional lawyer
U.S. Foreign Corrupt Practices Act. for additional guidance.
To other Health Care Customers: In addition to physicians, we also interact with other
important customers, including wholesalers and distributors. With respect to these
customers, only business related items of nominal value are permissible.
Gift giving to these customers must comply with local laws, Company policies, and
relevant industry codes.
We may accept meals or modest social entertainment provided that it meets Merck
1 Source: http://www.merck.com/about/code_of_conduct.pdf

criteria . Government Officials or Employees: Gifts, Meals, Hospitality or Other Benefits

Receiving Gifts The Company does not make payments or provide benefits to government officials or
employees to obtain or retain business. For this reason, providing gifts, meals,
(While the receipt of gifts may be more common in the context of supplier
hospitality, or similar benefits to government officials or employees is generally not
relationships, these guidelines are included here for ease of reference and
acceptable. In addition, the Company wishes to avoid even the appearance of
convenience.)
impropriety. Laws concerning appropriate gifts and hospitality with respect to these
As a common business courtesy, we may receive occasional gifts, provided that: groups are complex and can vary from country to country—and even within a country
(e.g., local versus national laws). Therefore, consult the Legal Department before
• The gift is of nominal value (e.g., pens, notepads, calendars, etc.);
providing a gift, invitation, hospitality, or other benefits of any kind to a government
• Doing so is legal; and employee. Please be aware that, in some cases, physician customers of the Company
are also considered government employees.
• The gift is neither intended nor likely to be perceived by others to improperly
influence our business decisions. Relationships with Our Communities and Society
Improper Payments
Occasionally, there may be times when refusing a gift would be impractical or
embarrassing. In those rare instances where the gift is of substantial value, accept the To promote good government and fair, impartial administration of laws, we may not
gift on behalf of the Company, report it to your manager, and turn the gift over to your promise, offer or make payment in money or anything of value to any government
local/regional finance director, who will handle its disposition. official or political party with the intent to obtain or maintain business, or any unfair
competitive advantage, or to improperly affect government decisions.
Providing and Accepting Meals and Other Hospitality
Our standards do not necessarily take into account all local legal requirements. Where
We may provide or accept occasional meals or hospitality, provided that it is:
more restrictive local laws exist, those take precedence. Seek the advice of the Legal
• In the course of a bona fide business relationship; Department if there is any uncertainty about the propriety or legality of an action. For
additional information, refer to the Gifts and Hospitality section on page 9.
• An accompaniment to an educational or business event/function;
Raising Concerns
• Legal;
We hire employees with sound character and judgment, who we trust will act
• Consistent with Company policies and procedures;
responsibly. However, there may be times when we need to raise concerns about
• Not likely to be perceived as an attempt to improperly influence business behaviour which we believe violates Merck’s values and standards. If you observe
decisions; and such behavior, you have an obligation to discuss it with the appropriate parties. Doing
so will provide the Company with the opportunity to correct the problem. The reporting
• Not embarrassing to the Company if it were to receive public scrutiny;
process is flexible, allowing you to raise concerns through a variety of channels. For

the appropriate resources in your location, please refer to the Additional Assistance communication. Should you choose to identify yourself, the Office of Ethics will make
Page found on the inside cover of this booklet. every reasonable effort to keep your identity confidential in a manner consistent with
conducting a thorough and fair investigation as may be required under the law. To
• The Office of Ethics provides services to Merck employees, worldwide, with
assist the Office of Ethics in maintaining confidentiality, however, it is imperative that
ethical questions or concerns. The Office of Ethics is responsible for both the
you practice discretion and refrain from discussing your Office of Ethics consultation
Ombudsman Program and the AdviceLine.
with colleagues or co-workers.
• The AdviceLine, available to employees around the world 24 hours a day, seven
Employees can also report concerns anonymously by using the AdviceLine, a line
days a week, is staffed by an outside organization and employees can remain
answered by a third-party vendor.
anonymous when they call. The operator will not directly provide advice to the
employee, but rather, will relay the information to the Merck Office of Ethics, Anonymous callers are provided with a case number and instructed to call back within
providing the employee with a case number and a call-back date. While questions a certain timeframe to receive an update or to provide additional information which
and concerns raised to the AdviceLine will be forwarded to the Office of Ethics for may be necessary to properly investigate their concern. To learn more about the
review, no identifying information will be forwarded without the caller’s consent. AdviceLine, please access the Office of Ethics Web site at: http://ethics.merck.com.
• The Ombudsman Program promotes the positive and fair treatment of employees Retaliation
by providing an alternative channel for use by employees to address work-related
Employees who raise concerns help the Company to correct problems before they
concerns, including conduct inconsistent with the Company’s policies, practices,
grow. We will not tolerate retaliation against any employee for raising a business
values and standards. The program is designed to provide a “safe haven” where
practices issue in good faith. Raising a concern in “good faith” means that you have
these issues can be addressed in confidence and without fear of retaliation.
made a genuine attempt to provide honest and accurate information even if you are
later proven to be mistaken. The fact that an employee has raised concerns in good
faith, or has provided information in an investigation, cannot be a basis for denial of
You may call either the Office of Ethics or the Ombudsman Office to discuss matters
benefits, termination, demotion, suspension, threats, harassment or discrimination.
in a confidential environment. The AdviceLine offers complete anonymity, as it is
operated by an external vendor. Similarly employees who work with those who raise concerns should continue to treat
them in a courteous and respectful manner and should not engage in behavior that
Investigation of Reported Misconduct
might alienate or intimidate colleagues. This protection extends to anyone giving
The Company takes all reports of misconduct seriously. We will confidentially information in relation to an investigation. If you or others have been retaliated
investigate all alleged misconduct to determine if any law, regulation, policy or against, you should report this behavior to your supervisor or the Office of Ethics.
procedure has been violated. Please note that Merck reserves the right to discipline anyone who knowingly makes a
false accusation, provides false information to the Company or has acted improperly.
Anonymity and Confidentiality
Guidelines for Raising Concerns
When you contact the Office of Ethics to raise an issue, you may remain anonymous,
although you are encouraged to identify yourself, since doing so will facilitate It is never easy to raise concerns about possible misconduct. It requires courage and
integrity.

Listed below are some general ideas on how to discuss your conce rn with your corruption, encourage fair and open competition, and lead to a better business
management: environment.
1. Schedule a specific time with your manager or another Company resource to
discuss your issue.
2. Discuss your issues calmly and professionally.
Ethical Operating Standards Handbook²
3. Highlight the risks to the Company and the potential impact of the particular
misconduct. OVERVIEW
4. Acknowledge (when appropriate) that you may not have all of the information or At Merck, our ethics and values are the foundation for each employee’s conduct in
facts relevant to the issue. pursuit of Merck’s business objectives. Our ethics and values inspire trust and
confidence on the part of patients, the medical community, government officials,
5. State any concerns that you may have about the confidentiality of your report. (If regulatory agencies, financial markets, and our customers—all of whom are essential
you are concerned about confidentiality, be careful when sharing information with to our success.
other colleagues who might inadvertently disclose information.)
It is critical that we—the Merck employees—understand how our actions in the United
6. Thank the individual for their time and their attention to the issue. States can affect Merck’s standing and reputation. Improper conduct by Merck
employees can lead to Merck losing its ability to do business with federal and state
governments, as well as jeopardize Merck’s standing with commercial partners like
other pharmaceutical companies, managed care entities, pharmacy benefit managers,
and hospitals and physicians.
Fostering a Fair, Transparent and Open Environment1
Even conduct that is limited to a commercial setting can have consequences on our
Merck’s Approach
ability to continue to participate in federal and state government healthcare programs.
In an effort to combat global corruption, the World Economic Forum Partnering
Every Merck employee regardless of position, division, or region has an obligation to
Against Corruption Initiative (PACI) was formally launched by CEOs from the
follow Merck ’s policies and procedures, as well as the U.S. federal and state laws and
Engineering & Construction, Energy and Metals and Mining industr ies in January
regulations that apply to Merck’s business. To make sure we adhere to the laws and
2004. Prior to the 2008 annual meeting in Davos, Merck joined a global community of
regulations that guide our industry, Merck has a robust compliance and training
138 companies from various industries and regions of the world that have committed
program. This program helps us understand and put into practice Merck’s ethics and
to strengthening efforts to counter corruption and bribery through the PACI by signing
values and teaches us the process for reporting and investigating allegations of
a statement supporting the PACI Principles for Countering Bribery. Signing on to the
misconduct. Details about compliance training pertaining to field-based and
PACI Principles is a natural extension of Merck's longstanding commitment to high
Marketing-related activities in the United States are provided in the “Training and
ethical standards and transparent business practices. By working across industries
Testing” section of this handbook.
and continents to promote ethical behavior, we believe this initiative can help limit
1 Source: http://www.merck.com/corporate-responsibility/business-ethics-transparency/ethics-open-trade/
²Source: http://www.merck.com/about/pdf/eos_handbook.pdf

It is your responsibility to safeguard against violations and to take the appropriate professionals, hospitals, Pharmacy Benefit Managers (PBMs), and Group Purchasing
action if you suspect that improper business conduct has occurred. Failure to report Organizations (GPOs).
improper conduct that you are aware of is, in and of itself, a serious violation.
A violation of the anti-kickback statute can carry severe penalties. Civil monetary
Improper business conduct can have serious consequences for you, including
penalties may be imposed, as may criminal penalties of up to five years imprisonment
disciplinary action up to and including termination, and even criminal and civil
for an individual and/or a USD $25,000 fine. Any violation of the anti-kickback statute
penalties. Details about this process are provided in the “Reporting Concerns and
also leads to automatic exclusion from Medicare, Medicaid, and other federal
Allegations of Misconduct” section of this handbook.
healthcare programs.
To avoid improper business conduct, you must consistently practice the values and
In parallel with federal anti-kickback statutes, many states have adopted their own
standards that have guided this Company for more than 100 years. Our values and
anti-kickback laws.
standards are the foundation of our Company and all that we stand for. They are the
basis of our success and the way we earn the trust of our custom ers every day. FEDERAL BRIBERY, GRATUITY, AND CONFLICT OF INTEREST STATUTES
Marketing-related Activities The federal bribery statute prohibits offering a bribe or gratuity to a public official.
Specifically, it is illegal to directly or indirectly give, offer, or promise anything of value
FEDERAL AND STATE ANTI-KICKBACK LAWS to a public official to influence any official act, any act of fraud on the United States, or
any action or omission that violates the lawful duty of that person.
The federal anti-kickback statute is an important law that impacts many of the
Public officials can include any Member of Congress; any officer, employee, or person
activities that Field-based and Marketing-related employees who operate in the United
acting for or on behalf of the United States or any departments, agencies, or branches
States are involved in every day. This law prohibits offering, paying, soliciting, or
of the federal government; any former public official; or any person selected to be a
receiving any remuneration to induce the purchase or order of an y drug that may be
public official. The penalty is a fine of up to three times the amount of the bribe and/or
paid for by a federal healthcare program. Remuneration is defined broadly to include
from two to 15 years of imprisonment.
payment made directly or indirectly, overtly or covertly, in cash or in kind. This law is
enforced to prevent fraud, over-utilization, and excessive costs in Medicare, Medicaid, The federal conflict of interest statute forbids giving, promising, or offering any
and other federal healthcare programs. compensation for representational services to any employee of any branch or agency
of the federal government. This includes Members of Congress, Commissioners,
Activities that seek to improperly influence the decision making of a healthcare
Members and Commissioners Elect, and Federal Judges.
professional may violate this law. For example, entering into arrangements with
physicians for services that are unnecessary, paying for services at above-market The statute relates to any matter in which the United States is a party or has a direct
value, or offering an educational grant to a physician to switch to that company’s or substantial interest before any government office or agency. It does not include
drugs are the types of arrangements that may violate this law. Certain arrangements matters that are part of the government employee’s proper discharge of lawful duties.
with other stakeholders, such as payments to pharmacists or managed care
The penalty for violating this statute is imprisonment of an individual for one to five
organizations to market a product, can also violate the anti -kickback law. As a result,
years, and/or a fine of USD $50,000 for each violation or the amount of the
you must consider this statute carefully when entering into relationships with
compensation offered, whichever is greater.
healthcare

THE FOREIGN CORRUPT PRACTICES ACT (FCPA) standards require full and accurate documentation of the appropriateness of providing
the payment, and pre-approval of the payment from the appropriate organizations and
The U.S. Foreign Corrupt Practices Act (FCPA), which is essentially an anti-bribery
at the appropriate level of management.
statute, applies to U.S.-based companies as well as subsidiaries and agents under
their control, whether or not they are in the United States. The FCPA prohibits giving, A more complete description of the FCPA and related standards for interacting with
offering, promising, or paying money or anything of value, directly or indirectly, to a foreign officials are set forth under Corporate Procedure 20, bearing the heading
foreign official for the purpose of obtaining or retaining business or obtaining an Merck Standards Governing Interactions with Government Officials. Any question
improper advantage. In addition, the FCPA prohibits payments to intermediaries or regarding compliance with the FCPA or related standards may be referred to your
third parties if there is a reason to believe that all or any portion of the payment would manager, the Office of General Counsel, your Divisional Business Practices &
be provided to a foreign official for such an inappropriate purpose. Compliance (BP&C) department, or the Office of Ethics.
The FCPA applies to Merck ’s overseas operations, to its foreign subsidiaries, and to Individuals who violate the anti-bribery provisions of the FCPA are subject to civil fines
any parties acting for or on behalf of Merck and its subsidiarie s. of up to USD $10,000 per offense, as well as criminal penalties of up to USD
$250,000 per offense and up to five years in prison. Corporations are subject to civil
The term “foreign officials” under the FCPA includes, but is not limited to, the
fines of up to USD $10,000 per offense, and criminal penalties of up to USD $2 million
following:
per offense. Penalties may also include fines based upon repayment of the benefit
• Direct employees of foreign governments performing government functions, such obtained or sought. Moreover, violations of the accounting provisions of the FCPA are
as product approvals, pricing, reimbursement, and government purchasing. subject to separate penalties.
• Those engaged by foreign governments to provide advice involving a government
Merck’s Compliance Program
function, such as experts, consultants, and members of advisory panels.
• Those employed by foreign government agencies, which includes government- REPORTING CONCERNS AND ALLEGATIONS OF MISCONDUCT
owned or government-controlled businesses that perform a function that in other
What do you do when you have been asked to engage in conduct that you believe
countries is performed privately, such as physicians and purchasing agents at
might violate a federal or state law? Or a Merck corporate policy or the Code of
state-owned hospitals.
Conduct? What do you do when you suspect a colleague is violating the law or
• Officers of political parties, candidates for political office, and members of public Merck’s policies?
international organizations, such as the United Nations, World Bank, and World
The most important thing when you are unsure about the appropriateness of the
Health Organization (WHO), as well as their staffs, business partners, close
conduct is that you turn for help. There are several places you can turn for assistance.
associates, and family members.
The first option is to talk with your manager. If you do not feel comfortable with that
course of action, the other resources that you should contact are:
Merck requires that any payments made or benefits provided to foreign officials be • Office of Ethics
subject to evaluation and fact-finding in accordance with approved standards. Those
• Global Support/Business Practices & Compliance Departments (BP&C)

• Office of General Counsel In situations where an investigation is appropriate, it is imperative that you refrain from
discussing with colleagues or co-workers your contact with the Office of Ethics,
• Human Resources Department
Divisional Business Practices & Compliance Department, Office of General Counsel,
or Human Resources Department. This discretion will help the Company maintain
confidentiality of the investigation and your identity.
To contact the Ethics Officer, you may use either the AdviceLine or the Ombudsman
Program. Both resources are managed by the Office of Ethics. To learn more about the AdviceLine and the Ombudsman Program, please access the
Office of Ethics Web site at: http://ethics.merck.com
AdviceLine
Non-Retaliation
The AdviceLine is available to employees around the world 24 hours a day, seven
days a week. The AdviceLine is staffed by an outside organization, and you can Reporting a concern is hard enough, without having to worry about internal
remain anonymous if you so choose. The operator will not give you direct advice; he consequences. If you need to report a concern, you can be assured that Merck stands
or she will relay the information to the Merck Office of Ethics, and provide you with a by you. The Company will not tolerate retaliation against any employee for raising a
case number and a call -back date. While questions and concerns raised to the business practices issue in good faith. “Good faith” means that you have made a
AdviceLine will be forwarded to the Office of Ethics for review, no identifying genuine attempt to provide honest and accurate information even if you are later
information will be forwarded without the caller’s consent. proven to be mistaken.
The Ombudsman Program The fact that an employee has raised concerns in good faith, or has provided
information in an investigation, cannot be a basis for denial of benefits, termination,
The Ombudsman Program is staffed by employees of Merck’s Office of Ethics. It
demotion, suspension, threats, harassment, or discrimination. Similarly, if you are
promotes the positive and fair treatment of employees and provides an alternative
aware that a colleague has raised concerns, you are expected to treat that person in a
channel for use by employees to address work-related concerns. These concerns can
courteous and respectful manner. Certainly, do not engage in behavior that might
include conduct inconsistent with the Company’s policies, practices, values, and
alienate or intimidate colleagues.
standards. The program is designed to provide a “safe haven” where these issues can
be addressed in confidence and without fear of retaliation. You may contact the This protection extends to anyone giving information in relation to an investigation. If
Ombudsman by telephone, by e-mail, or in person. Employees may remain you or others have experienced an act of retaliation, report this behavior to your
anonymous if they choose to do so. manager, the Office of Ethics, or your Divisional Business Practices & Compliance
Department.
Reporting and Confidentiality
For more information, you can review Corporate Policy 57 at:
Merck takes all reported concerns seriously, and when appropriate, will investigate to
http://policy.merck.com/company/cpo57.html
determine if there has been a violation. If you report an alleged violation, Merck will
make every reasonable effort to keep your identity confidential while conducting a CONSEQUENCES OF UNETHICAL OR ILLEGAL BEHAVIOR
thorough and fair investigation as required under the law. If you wish, you may remain
Violations of the laws and regulations discussed in this handbook and Merck policies
anonymous when making a report.
not only can have a negative impact on Merck’s reputation; they can result in criminal

and/or civil penalties to both the Company and the individual employee. Urging Merck policy documents, including the Code of Conduct and certain Merck corporate
employees to report suspected misconduct is a necessary part of Merck’s compliance policies.
activities. Stopping misconduct before it occurs and addressing misconduct as soon
Thorough, engaging training programs will ensure employees are equipped with the
as possible gives Merck the opportunity to limit damage to the business community
knowledge to define, explain, and apply the rules regarding the regulated environment
and its reputation. Early reporting also helps Merck work with l aw enforcement
in which Merck operates.
authorities to ensure that the responsible parties are held accountable.
Training Levels
In addition to criminal and civil penalties, failure to comply with Merck standards and
to report suspected misconduct can have serious employment consequences, up to Merck employees in the United States must complete annual Web-based Awareness
and including termination from employment at Merck. Training, the most fundamental level of training. Employees who take Awareness
Training will be expected to review the training materials, acknowledge their
Remember the Merck Decision Test for assessing whether conduct can lead to
understanding of the materials, and complete a certification test.
violation of laws, regulations, or Merck policies. The Decision Test asks every
employee to consider: Awareness Training provides key information regarding Merck’s Ethical Operating
Standards. This includes the laws and regulations governing our industry, Merck’s
• Is the action legal?
Compliance Program, the Guiding Principles governing our activities as well as
• Does it comply with the letter of our standards and policies? Merck’s obligations under the Corporate Integrity Agreement.
• Does it comply with the spirit of our standards and policies? Knowledge Training provides a broad overview of how the Guiding Principles apply to
specific field-based and Marketing-related activities. The training describes our
• How would it look in the newspaper? Would it appear to be improper or make you
marketing activities, associated risks, and high-level roles and expectations.
feel embarrassed?
Employees who engage in specific U.S. field-based or Marketing-related activities
involving U.S. healthcare professionals, customers, or institutions are required to take
Knowledge Training. It is not intended to provide details about the execution of
Once you answer these questions, if you are still unsure about what to do, contact
particular activities. Those details are provided in the Mastery Training level.
your manager, the Ethics Office, the Divisional Compliance Officer, or the Office of
General Counsel. Mastery Training is the most comprehensive level of training. Mastery Training is
focused on implementation excellence and provides in-depth training on the
TRAINING AND TESTING
processes, procedures, check-lists, and other requirements for executing specific
The laws and regulations governing Merck business and Merck’s policies and activities. All employees who execute and direct activities must complete Mastery
Guidance Documents are too important to rely on informal communications. Merck Training on the activity before they can direct or execute that activity. First-line
recognizes training is critical, and Merck employees in the United States who are managers of employees who direct or execute an activity must complete Mastery
involved in the sales and marketing of pharmaceutical products, as well as Merck Training on the activity before they can provide oversight on the activity. The activity
employees with certain cross-functional responsibilities, will receive training and leader listed at the top of each Guidance Document will instruct you regarding your
testing in the laws and regulations discussed in this handbook and other relevant Mastery Training requirements for the activity.

Training Requirements
All current employees described above must participate in annual Awareness,
Knowledge, and Mastery Training, as appropriate. If you receive new responsibilities
following the annual training cycle, you should receive all relevant training prior to
assuming the new responsibilities. You and your supervisor are responsible for closely
overseeing your training to ensure it is consistent with your new responsibilities.

333. Lafarge
Sustainability Report 2007 1 training. Now the Lafarge Way is included in our Meet the Group management training
for all new entrants, a three day course which includes Executive Committee member
GOVERNANCE & PUBLIC POLICY participation.
Lafarge Way Opinion of our stakeholders on the 2007 Sustainability Report
Lafarge’s goal is to be the undisputed world leader in building materials, i.e. the best Growth in emerging markets
in our industry for all our stakeholders. We are committed to being the:
As Lafarge expands its presence in rapidly-industrializing developing countries, it must
• preferred supplier for our customers, not lose sight of its commitments on sometimes sensitive issues, such as upholding
• preferred employer for our employees, human rights, cultivating strong local stakeholder relations, and fighting corruption.
• preferred partner for our local communities and We welcome Lafarge’s commitment to bringing all acquired plants worldwide in line
with Group standards. An ongoing problem for this industry sector, and one where it
• preferred investment for our shareholders. Our common values are - courage, can play an important leadership role, is in dealing with bribery and corruption. This
integrity, commitment, consideration for others and an overriding concern for the issue continues to be a severe problem in the building and construction industry, with
Group’s interest. diverse players and many SMEs involved. This is where we give the strongest
encouragement to Lafarge as an international leader in developing its leadership role,
catalyzing action through industry associations and voluntary initiatives such as the
We share clear processes and rules which allow everyone to understand how a UN Global Compact.
decision is made and who is ultimately responsible.
The commitment to supplier audits and reference to Global Compact principles in
Our Code of Business Conduct sets standards of behaviour for all Lafarge employees supplier contracts need to be taken seriously.
and officers and those individuals providing goods and services on behalf of the
Group. A Group-wide edicated phone number allows employees to report violations of The Panel was heartened to see the question of Human Rights placed on the agenda
the Code. We conducted a Group-wide corruption survey in late 2007. The survey of its last meeting. Next year’s report should include an analysis of the consequences
covered analysis of risk, anticorruption training policies and actions taken in response of the Orascom acquisition, in particular outlining clearly in which countries the ex-
to any incidents of corruption. Orascom assets are located, and how Lafarge will ensure that Human Rights are
respected at local level in these countries. In addition, the Group should support local
We will use the results to spread best practice and ensure effective delivery of our managers in implementing the Code of Conduct. This could be done with the help of a
commitments. As a building materials company, we are much less exposed to third party monitoring and reviewing process.
corruption than companies that have clients in the public sector.
Knowledge and understanding of the Lafarge Way are essential for all our
collaborators to operate positively. Its introduction was accomp anied by widespread
1 Source: http://www.lafarge.com/05062008-publication-sustainability_report_2007-uk.pdf?xtmc=report&xtmr=1

Code of Business Conduct1 Violations of the Code

The Code set forth rules which all employees and officers are required to follow, within
the limits of their duties. More precise descriptions of certain principles set forth in this
Code are contained in the policies, charters and other codes of conduct prepared by
Compliance with laws on corruption the Group or its entities on these topics. Employees and officers are encouraged to
It is prohibited for any person to offer, promise or give any undue pecuniary or other read these policies and are required to do so if they are affected by any of these
advantage, whether directly or through intermediaries, to a public and/or private topics in their duties. For any questions regarding the implementation of the rules of
official, in order to obtain a favourable treatment or to influence the outcome of a business conduction in specific situations, employees and officers are to contact their
negotiation in which the Group is interested. Doing so is illegal in most countries and supervisor who will inform the Legal Department. In case the situation makes it difficult
would be violating the international convention on combating bribery of foreign public for an employee to contact her/his supervisor, the dedicated line should be used.
officials in force in many countries. An employee or officer who commits bribery while Failure to comply with the rules set forth in the Code will be considered as misconduct
on duty could be subject to criminal penalties and termination of her/his employment. and subject the employee or officer to legal action in accordance with applicable laws
and regulations.
PREVENTING CONFLICTS OF INTEREST
Payments, gifts and benefits

No gift, payment or other benefit should be received by an emplo yee and an officer
from a competitor, client or supplier of the Group. However, to receive gifts that are
not excessive in value, do not constitute cash gifts, are consis tent with customary
business practices and do not violate any laws or regulations is permitted.
IMPLEMENTATION OF PROCEDURES AND VIOLATIONS
Alertness
Employees should see that these rules are complied with both by themselves and
other employees. A dedicated line is made available to employees for them to report
observed violations of the Code. When the situation requires so, the identity of an
employee who has reported a violation shall be kept confidential. No entity of the
Group will be permitted to take retaliation measures against an employee who has
reported a violation in good faith.
1Source: http://www.lafarge.com/lafarge/PUBLICATION/20041028/102804-Publication_group-Code_of_business_conduct-uk.pdf

334. Deere
Code of Ethics 1 Reporting Violations of the Code or Applicable Law
Conflicts of Interest If employees become aware of actions in violation of this Code or applicable laws,
rules and regulations, they should contact their immediate supervisor, their unit or
Deere & Company expects employees and directors to be conscientious and loyal in department manager or, if they wish, the Chief Compliance Officer, the General
representing the Company and in using and conserving its resources. They should Counsel, the Comptroller or the Director of Internal Auditing of Deere & Company;
report any personal interests or obligations which could conflict with the conscientious directors should contact one of the above-named officers or the Chair of the Corporate
performance of their duties or create any suspicion or perception that decisions they Governance Committee.
make for the Company might be improperly influenced by their personal interests.
John Deere Compliance Hotline
Employees and directors are prohibited from (a) taking for themselves personally
opportunities that are discovered through the use of Company property, information or To provide an alternative means for confidential reporting of possible unethical or
position; (b) using Company property, information or position fo r personal gain; and (c) improper actions, the Company has established the John Deere Compliance Hotline
competing with the Company. Employees and directors owe a duty to the Company to (the "Compliance Hotline"), which includes a toll-free (in the United States and
advance its legitimate interests when the opportunity to do so arises. They should not Canada) telephone line, a post office box and an anonymous e-mail address:
accept gifts or favors that could compromise their loyalty. In addition, except where • Telephone: 1-800-933-373
credit is extended as part of the ordinary course of business of the Company, loans to, Compliance Hotline Committee
or guarantees of personal obligations of, employees, officers or directors are
prohibited. • P.O. Box:
Post Office Box 1192
Employees should always report potential conflicts of interest t o supervisors and Moline, IL 61266-1192 USA
through the Company's on-line conflict of interest reporting system. Each such conflict
of interest will be reviewed and a determination made whether, for the Company's
protection, the parties involved should be requested to take action, as appropriate to The toll-free telephone line is available 24 hours per day. Individuals who call the toll-
the circumstances. Employees should consult the Business Conduct Guidelines for free number or send information to the post office box or e-mail address have the right
additional information regarding handling conflicts of interest. to remain anonymous. Calls to the toll-free number will not be traced, and will not be
Directors should bring to the attention of and review with the Chair of the Corporate recorded (unless the caller elects to leave a recorded message after business hours).
Governance Committee matters which they deem to constitute a conflict or the Any form of retribution directed towards individuals who in good faith report
appearance of a conflict. If the Chair determines a conflict could exist, the Chair shall transactions or activities under this policy will not be tolerated.
refer the matter to the full committee for consideration. If the committee determines a
conflict exists, the matter shall be handled appropriately to eliminate the conflict, or The toll-free telephone line, the post office box and the e-mail address are intended to
shall be referred to the full Board to determine whether a waiver is appropriate. supplement established reporting practices. Employee questions concerning
Potential conflict situations involving the Chair of the Corporate Governance compensation and job performance should be addressed through current Human
Committee shall be reviewed by the Chair with the full committee. Resources processes.
1 Source: http://www.deere.com/en_US/ir/corporategovernance /ethics.html

Accountability for Adherence to the Code and Development’s Convention of Combating Bribery and the U.N. Convention
Against Corruption, prohibit improper payments to government or private officials.
Employees and directors will be held accountable for adherence to this Code.
These legal requirements prohibit the Company from offering or giving anything
Employees who violate the Code will be subject to disciplinary action, including
of value to a foreign official or politician or political party, or authorizing any
potential termination of employment, depending upon the particular circumstances
person to do so, for the purpose of influencing a discretionary act of any foreign
involved. Information regarding possible infringement of the Code by directors will be
official. Even the appearance of such conduct must be avoided. The Company
referred to the Chair of the Corporate Governance Committee for handling as
will comply with these legal requirements, as well as other laws applicable in the
appropriate to the circumstances.
countries where Deere does business.
In addition to the Business Conduct Guidelines, other Company policies and
procedures apply to employees of the Company. Employees are directed to consult
the Business Conduct Guidelines for reference to these policies. This Code of Ethics The FCPA contains an exception from its prohibition on payments to government
is not intended to supersede or amend such policies and procedur es. officials. This exception may permit making minor payments to local officials when
required as a condition of their taking routine action to which the party is legally and
properly entitled (so-called “facilitating payments”). The Company’s policy is that
facilitating payments by Company employees are not permitted. An exception to this
policy is when the immediate health or safety of an employee or the employee’s
BUSINESS CONDUCT GUIDELINES 1 family is at stake (for example, when an employee is in a country suddenly subject to
Improper Payments political unrest, and exit papers to which the employee is entitled are denied or
delayed absent a facilitating payment). Any other exception to this policy (including
The Company, and its affiliates, will compete in the global marketplace on the basis of health and safety matters that are not urgent) must be pre-approved by the senior-
price, quality and service and the Company and its employees will not act unethically most manager in the employee’s local unit and by the Company attorney responsible
or illegally in obtaining or retaining business or in carrying out activities on behalf of for FCPA matters.
the Company.
If a facilitating payment is authorized under one of the circumstances above, the
• No payments will be made either directly or indirectly to anyone, including payment must be for the minimum amount necessary and must be accurately
representatives of governments or private firms, in order to improperly influence documented and recorded through appropriate expense reporting procedures.
the discretionary authority of such persons. This restriction includes any gifts to
government employees or elected officials for any purpose as more fully • If a question arises regarding a particular situation or any of these provisions, the
described in Chapter 10. Law Department should be contacted for guidance.
• The U.S. Foreign Corrupt Practices Act (FCPA) imposes special obligations on • Employees whose jobs include regular or extensive international business or
the Company and its employees in dealings with foreign governments, their travel, or who have overseas assignments, are required to understand
agencies or instrumentalities, or commercial enterprises in which they own an regulations regarding improper payments. Such employees are expected to
interest. Other regulations, notably, the Organization of Economic Cooperation undergo Company training on these laws and regulations and are expected to
maintain their
1Source: http://www.deere.com/en_US/ir/media/pdf/corporategovernance/English_Guidelines.pdf

knowledge through periodic retraining. Such employees should contact their The following guidelines apply:
managers or the Law Department if they have not received this training or if they
a) Working with Suppliers:
have questions regarding whether training is required.
Employees working with suppliers are not permitted to accept gifts from current or
• In some circumstances, courtesy may call for the giving or exchange of non-cash
potential suppliers.
gifts of modest value. This policy does not prohibit such gifts or appropriate
business entertainment; however, employees should consult Chapter 5 – • This includes gifts of nominal value.
Conflicts of Interest for guidance on gifts and appropriate hospitality. Employees
• Employees working with suppliers should proactively discourage gift giving by
performing a supply management function should consult Chapter 8 –
providing suppliers with the John Deere Supplier Code of Conduct which contains
Relationships with Suppliers for guidance in this area.
information on the prohibition of gifts.
• Although gift giving is acceptable in some cultures, suppliers are requested to
Conflicts of Interest - Gifts respect John Deere’s policy of not accepting gifts.
Company policy permits the acceptance of gifts only under the strictest of conditions • If a supplier does present an employee with a gift and it is impractical or offensive
by an employee or member of the employee’s immediate family. This includes gifts to refuse such a gift, the employee’s manager should be consulted, a proper
from any organization doing business or contemplating doing business with the disposition of the gift agreed upon, and reporting completed as outlined below.
Company, or from representatives of such an organization. An employee should never
b) Other Situations:
become involved in any situation which might place him or her under obligation to any
organization with which the Company does business or is contemplating doing • Even when employees are not working with suppliers, gift giving should be
business. In doing so, the employee may be influenced to reach decisions not in the discouraged. In the majority of situations where gifts are received, they should be
best interest of the Company. politely refused or returned to the sender with a letter of explanation. For
example, an employee may be offered a gift for speaking at an association
For these reasons, every effort should be made to discourage the practice of gift
conference and should politely refuse the gift.
giving.
• Only when it would be impractical or offensive, for cultural reasons or otherwise,
It is difficult to predict every gift situation that may arise. It is important that the unique
to refuse such a gift, employees may accept gifts of nominal value. Nominal value
facts of particular conflict situations be discussed by an affected employee and the
is equal to $50 or less in aggregate value per source per year. Examples are
employee ’s manager to determine an appropriate outcome. These discussions,
promotional or similar materials such as calendars or other mementos. When
together with good judgment and use of the on-line reporting system, ensure that
gifts are accepted under this limited exception, the employee and his or her
employees’ decisions reflect the best interests of the Company.
manager should agree upon the proper disposition of the gift (e.g., the gift may be
donated to charity), advise the sender of the disposition and report as outlined
below.

Gift Reporting Our Commitments
a) Gifts from Suppliers: John Deere Non-Compliance Reporting

• Gifts received from current or potential suppliers, including information and Unethical or improper actions should be reported to company management. To
disposition, must be reported if the gift value is more than $50. provide an alternative means for confidential reporting, the Company has established
a toll-free telephone system for the “John Deere Compliance Hotline,” a post office
b) Gifts from Other Situations
box and an anonymous Web site:
• Other Gifts Valued at $50 or Less: Information regarding gifts from other parties
The “John Deere Compliance Hotline” is available 24 hours per day. Individuals who
must be reported if the gift is anything other than advertising or promotional
call the toll-free number or send information to the post office box or Web site have
materials of a nominal value, such as calendars or promotional pens.
the right to remain anonymous. Calls to the “John Deere Compliance Hotline” will not
• Other Gifts Valued at More than $50: In all cases where non-suppliers present be traced and will not be recorded. The telephone
gifts valued at over $50, information regarding the gift and the disposition must be
“John Deere Compliance Hotline,” the post office box and the anonymous Web site
reported.
are intended to supplement established reporting practices. Employees should
address questions concerning compensation and job performance through current
Human Resources processes.
If questions exist concerning the appropriate handling of gifts, employees should
consult with their manager. All instances requiring reporting mu st be reported to the Non-Retaliation
employee ’s manager and via the on-line reporting system.
Any form of retribution directed towards individuals, who in good faith report
Conflicts of Interest –Entertainment transactions or activities under these Guidelines, will not be tolerated.
Acceptance of entertainment by an employee or immediate family member is
generally prohibited. Such entertainment can create feelings of obligation. If the event
is required to strengthen a business relationship, management approval is required
and the event must be reported in the on -line reporting system.

335. Oil & Natural Gas
Code Of Conduct1
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL
GIFTS AND DONATIONS

The Directors and the Senior Management shall neither receive nor offer or make,
directly or indirectly, any gifts, donations or comparable benefits which are intended to
or perceived to obtain undue favours in the transactions detrimental to the interest of
the Company, except for nominal value, which are customarily given and are of
commemorative nature for special events and should never be of a kind that could
create an appearance of impropriety.
CONSEQUENCES OF NON- COMPLIANCE OF THIS CODE
In case of breach of this Code by the Directors, the same shall be dealt with by the
Board of Directors for initiating appropriate action, as deemed necessary.
1 Source: http://www.ongcindia.com/investor_centre/code_of_conduct.pdf

336. Bank of Nova Scotia
2007 Corporate Social Responsibility Report 1 a responsibility to act with integrity
a responsibility to meet customer needs Guidelines for Business Conduct and supporting policies
Anti-money laundering and anti-terrorist financing efforts The Scotiabank Guidelines for Business Conduct are an important part of our
commitment to integrity and ethical business practices, and are supported by various
Scotiabank is committed to adhering to the highest level of safeguards against money supplemental policies and procedures.
laundering and terrorist financing to maintain a secure financial system that benefits
the Bank, our customers and all Canadians. The guidelines are built around five key principles:
• We operate a Global Anti-Money Laundering Compliance Unit within our Group • Follow the law wherever the Bank does business.
Compliance department, under the direction of the Chief Anti- Money Laundering • Avoid putting yourself or the Bank in a conflict of interest.
Officer. This team oversees the design, implementation and maintenance of the
Bank’ s Anti-Money Laundering/Anti-Terrorist Financing Program throughout the • Conduct yourself honestly and with integrity.
Bank and our subsidiaries. • Keep Bank transactions, communications and information accurate, confidential
• In 2007, Scotiabank continued to enhance its systems that assist in detecting and and secure, and Bank assets safe.
reporting suspicious activity to the Financial Transactions and Reports Analysis • Treat everyone fairly and equitably – whether customers, suppliers, employees or
Centre of Canada. others who deal with the Bank.
- Our automated monitoring system allows the Bank to methodically
assess selected portfolios and customer transactions for money
laundering or terrorist financing activity; and The guidelines include a supplemental Financial Reporting Whistleblower Policy and
Procedures. This policy empowers every Scotiabank Group director, officer and
- Our automated customer risk management system scans domestic and employee to report auditing or accounting concerns or suspected fraudulent activity.
select international operations for matches against various national and The policy also protects them from retaliation for all such reports made in good faith.
international sanction lists and Politically Exposed Persons databases.
We also identify individuals and entities subject to government Reports can be made through the existing Chain of Communication process, or
sanctions, including the United Nations and Canada Criminal Code. directly to the Bank’s Chief Auditor. Alternatively, reports can be submitted through a
confidential, anonymous hotline or website, both of which are accessible 24 hours a
day, seven days a week. Reports made through the hotline are submitted to the Chair
of the Audit and Conduct Review Committee of the Board of Directors, or to the
Bank’s Chief Auditor (depending on the nature of the concern), for independent
review, investigation and disposition.
1 Source: http:// www.scotiabank.com/images/en/filesaboutscotia/17460.pdf

Scotiabank promotes awareness of the guidelines through a variety of other Conduct Yourself Honestly and with Integrity
mechanisms, including training programs on a variety of business conduct issues.
Copies of the Guidelines for Business Conduct and supplemental guidelines are Bribes, Payoffs and Corrupt Practices
available at www.scotiabank.com.
Scotiabank prohibits taking or offering bribes, kickbacks, extraordinary commissions
or any other kind of payment or benefit to or from suppliers, customers, public officials
or others in exchange for favorable treatment or consideration.
Guidelines for Business Conduct 1 Dealers, lawyers, consultants, brokers, other professionals and suppliers should be
selected on the basis of qualifications, product or service quality, price and benefit to
Introduction Scotiabank. Refer any offers or suggested payoffs to your manager for investigation.
For additional guidance on Scotiabank’s policies with respect to the prevention of
Consequences of Failing to Comply with the Guidelines bribery and corruption, refer to the Scotiabank Anti-Corruption Policy and Guidance.
Unethical or illegal conduct puts Scotiabank, and in some cases its customers,
shareholders, employees and other stakeholders, at risk. For example: Improper Transaction Prevention
• Scotiabank and/or an employee could be subject to criminal or regulatory Detecting and Reporting Suspicious or Improper Transactions
sanction, loss of license, lawsuits or fines.
Employees should familiarize themselves with the policies, procedures and processes
• Negative publicity from a breach could affect our customers’ or potential related to anti-money laundering and anti-terrorist financing. Be alert to any illegal,
customers’ confidence in Scotiabank, and their willingness to do business with suspicious or unusual activity, including fraud, money laundering and terrorist
us. financing. Promptly report any unusual account activity to your manager or, in the
case of suspected money laundering or terrorist financing, your designated Anti-
Money Laundering Compliance Officer. If you fail to report a transaction that there are
Adherence to the Guidelines is therefore a condition of employment at Scotiabank. reasonable grounds to suspect is associated with money laundering or terrorist
Any breach will be treated as a serious matter, and may result in discipline up to and financing, you may be committing a criminal offence. It is also a breach of the
including termination. Guidelines, and an offense in many jurisdictions, to warn a customer that a report has
Scotiabank may be required to report certain types of breaches to law enforcement or been made about them or their activities.
regulatory authorities. A breach may result in you being subject to criminal or civil
penalties. Ethical Business Practices
Offering and Accepting Gifts and Entertainment

Customers and business associates often try to show their appreciation by providing
1 Source: http://www.scotiabank.com/images/en/filespersonal/18492.pdf

gifts and entertainment to Scotiabank employees. Accepting gifts can be problematic Remember the following when considering whether to offer a gift or entertainment:
because it may lead others to believe that your decisions have been improperly
• Be especially careful when offering gifts or entertainment to government officials
influenced. In extreme cases, such as a lavish gift, acceptance could be construed as
and public office holders. Some countries have strict laws regarding offering
taking a bribe.
anything of value to these individuals.
In general, the giving and accepting of gifts and entertainment are appropriate in the
• Always comply with the Scotiabank Policy on Offering Gifts and Entertainment.
following circumstances:
• the gift would not affect the recipient’s objectivity;
• there is no suggestion that the donor is trying to obligate or improperly influence Getting Help or Reporting
the recipient;
Protection from Retaliation
• offering or accepting is "normal business practice" for the purposes of courtesy
and good business relations; Scotiabank will protect from retaliation any director, officer or employee who, in good
faith, reports actual or perceived breaches by another employee, supplier or
• offering or accepting is legal and consistent with generally understood ethical
contractor, or problems with Scotiabank’s policies, procedures or controls. Retaliatory
standards;
action of any kind against a director, officer or employee who makes a report in good
• neither you nor Scotiabank would be embarrassed if the public became aware of faith is grounds for termination with cause and may be subject to civil penalties.
the circumstances of the gift or entertainment;
Scotiabank further protects employees by providing a number of anonymous and
• it is not a gift or prize of cash, bonds, negotiable securities, personal loans, or confidential mechanisms for the disclosure of wrongdoing or irregularities (see below).
other valuable items (e.g., airline tickets for your personal use, the use of a
How to Report
vacation property, etc.).
a. The Chain of Communication
You should report any breach of the Guidelines to your manager or any manager
Remember the following when considering whether to accept a gift or entertainment:
as set out in the Chain of Communication. Consult a more senior officer if you do
• You may not use your position for improper personal gain. Tactfully discourage not receive what you consider to be a reasonable response from the first person.
customers, brokers, suppliers or others in business with Scotiabank, if they Employees can also report harassment or other workplace issues to Employee
suggest offering benefits to you or your family. Relations through their local Human Resources Call Centre, or to their local
Human Resources department.
• Where it would be extraordinarily impolite or otherwise inappropriate to refuse a
gift of obvious value, you may accept it on behalf of Scotiabank. In these cases, Breaches or suspected breaches of the Guidelines will be dealt with promptly and
immediately report the gift to your manager who will advise you how to deal with fairly. However, if you do not feel your complaint or concern has been
it. Such gifts may not be taken for your personal use or enjoyment. appropriately

resolved, you should write, without fear of reprisal, to the President and Chief
Executive Officer of the Bank or your subsidiary, or other senior officer as
appropriate.
b. Alternative, Confidential Avenues
It may not always be appropriate or adequate to report breaches or concerns
through the Chain of Communication. (For example, you may be concerned
about the possibility of reprisal by persons involved in a breach of the
Guidelines.) Scotiabank has therefore created alternative, confidential avenues to
disclose breaches, problems and irregularities:
- The Financial Reporting Whistleblower Policy and Procedures, which is
a supplement to these Guidelines, outlines the process for reporting
accounting and auditing concerns, suspected fraudulent activity and
whistleblowing retaliation and retribution. It includes information on how
to report anonymously.
- The Staff Ombuds Office is also available to provide confidential advice
or assist you in identifying an appropriate way to report your concerns.
(For information on how to contact the Staff Ombuds Office, consult the
Key Sources of Guidance and Advice addendum.)

337. Apple
Business Conduct – The way we do business worldwide1 without checking with Government Affairs in advance. See page 7 for more
information on gifts to government officials.
Your Responsibilities
Apple’s business conduct policy and principles apply to employees, independent
contractors, consultants, and others who do business with Apple. All such individuals This policy does not preclude Apple as an organization from receiving and evaluating
are expected to comply with Apple’s business conduct policy and principles and with complimentary products or services. It is not intended to preclude Apple from giving
all applicable legal requirements. Apple retains the right to discipline (up to and equipment to a company or organization, provided the gift is openly given, consistent
including termination of employment) or end working relationships with those who do with legal requirements, and in Apple’s business interests. The policy also does not
not comply. preclude the attendance of Apple employees at business-related social functions, if
attendance is approved by management and does not create a conflict of interest.
Customer and Business Relationships
Kickbacks
Giving and Receiving Business Gifts Kickbacks are payments or items of value given to individuals in connection with the
purchase or sale of products or services, typically for providing a discount in a sales
Employees may not give or receive gifts or entertainment to or from current or agreement. Employees are prohibited from giving or receiving kickbacks.
potential vendors, suppliers, customers, or other business associates unless all of the
following conditions are met: What is an example of a kickback?
• Nominal value. The value of the gift is less than US$150. Exceptions must be Apple provides discounts to certain customers. However, if a customer gets an
approved by your Vice President (for Vice President–level employees, exceptions inappropriate discount, and a sales representative gets a payment in return, this is a
must be approved by your manager). kickback.
• Customary. The item is a customary business gift and would not embarrass Governments and Communities
Apple if publicly disclosed.
• No favored treatment. The purpose of the gift is not to obtain special or favored Governments as Customers
treatment. Governments are unique customers for Apple. Governments often place special
• Legal. Giving or accepting the gift is legal in the location and under the bidding, pricing, disclosure, and certification requirements on firms with which they do
circumstances where given. business. Discuss these requirements with the appropriate Apple attorney before
bidding for government business. For example, Apple may have to certify that it is
• Recipient is not a government official. Never provide a gift, including meals, supplying the government with the lowest price charged to Apple’s commercial
entertainment, and other items of value, to a U.S. or foreign government official customers. Apple may also have to certify that its prices have been arrived at
independently—that is, without collaboration with a third party.
Gifts—even small items such as a meal or T-shirt—may be prohibited when dealing
1 Source: http://media.corporate-ir.net/media_files/irol/10/107357/corpGov/AAPL_BCPolicy_0108.pdf

with government officials. In addition, there may be special reporting requirements Responsibilities to Apple
related to gifts. (See the sections that follow for more information on gifts.)
Gifts to U.S. Officials Money Laundering
It may be illegal to give a gift, even an inexpensive meal or a T-shirt, to a government Money laundering is the process by which individuals or organizations try to conceal
employee. The rules vary depending on the location of the employee (for example, illicit funds or make these funds look legitimate. If you are in a position to deal directly
rules may vary by state, school district, and city) and the position held by the with customers or vendors, the following examples may be indications of potential
employee (for example, there may be different rules for various elected and money laundering:
nonelected officials). If you work with government officials, check with Government
• Attempts to make large payments in cash
Affairs to determine whether gifting is permitted and the legal limitations on gifts.
• Payments by someone who is not a party to the contract
To prevent violations, review planned gifts to government officials with Government
Affairs in advance of giving a gift. • Requests to pay more than provided for in the contract
What is considered a gift to a U.S. or foreign official? • Payments made in currencies other than those specified in the contract
In most cases, anything of value that is given is considered a g ift. This includes items • Payments from an unusual, nonbusiness account
such as meals, golf, entertainment, and product samples. Cash is never an
acceptable gift. Typically, giving cash is viewed as a bribe or kickback and is against
Apple policy.
Taking Action
Gifts to Non-U.S. Officials
Your Obligation to Take Action
In many countries it is considered common courtesy to provide token gifts on certain
occasions to government officials to help build relationships. Check local requirements Always apply Apple’s principles of business conduct, follow Apple policies, and
and review any such gifts exceeding US$25 in advance with the Legal Department. comply with laws and regulations. When you are unsure, take the initiative to
investigate the right course of action. Check with your manager, Human Resources,
Offering or giving anything of value to a foreign official for the purpose of obtaining or
Legal, Internal Audit, or Finance, or review our policies on AppleWeb. If you would like
retaining business or to secure any improper advantage is illegal. There is a very
to talk with someone outside your immediate area, consider contacting the Business
limited exception for “facilitating payments” to foreign officials to expedite performance
Conduct Helpline.
of routine activities such as obtaining permits or licenses; processing visas and work
permits; or providing police, mail, or inspection services. All facilitating payments must If you have knowledge of possible violations of Apple‘ s business conduct principles,
be preauthorized by the Legal Department and properly recorded and accounted for. policies, or legal and regulatory requirements, you must notify your manager, Human
Check with your manager or finance representative to determine the appropriate Resources, Legal, Internal Audit, Finance, or the Business Conduct Helpline.
manner of reporting them.

Business Conduct Helpline

The Business Conduct Helpline is available to all employees worldwide and is active
24/7. It helps to answer your questions on business conduct issues, policies,
regulations, and compliance with legal requirements and Apple’s business conduct
policy. It also allows you to advise Apple of situations that may require investigation or
management attention.
The Business Conduct Helpline is committed to keeping your issues and identity
confidential. If you would be more comfortable doing so, you may contact the Helpline
anonymously. Your information will be shared only with those who have a need to
know, such as those involved in answering your questions or inve stigating and
correcting issues you raise. Note that if your information involves accounting, finance,
or auditing, the law requires that necessary information be shared with the Audit and
Finance Committee of Apple’s Board of Directors.
In France, due to legal restrictions, anonymous use of the Business Conduct Helpline
is discouraged and the Helpline may be used only to report accounting, finance, and
auditing issues.
When you use the Business Conduct Helpline to report an issue, you are protected
from any form of retaliation. Retaliation will not be tolerated.
The Business Conduct Helpline is available on AppleWeb.

338. Alstom
Our Code of Ethics 1 THE ROLE OF EMPLOYEES AND THE ALERT PROCEDURE
Any employee who has reason to believe that a law, regulation or code of ethics rule
OUR THREE FUNDAMENTAL RULES
is being violated, can, according to the rules applicable in the country where he lives
or works, inform his direct manager as soon as possible.
Rules regarding bribery and corruption
The employee can equally use the Group’s Alert Procedure, also respecting the laws
Alstom’s policy is to avoid all unlawful payments and practices. In particular, Alstom is and rules applicable in the country where he lives or works, if he has reason to believe
committed to the elimination of bribery and corruption in business transactions. that corruption, competition, securities or accounting laws or rules are not being
Alstom companies and employees shall conform to all relevant laws of the countries in respected.
which they operate. No Alstom company or employee shall, directly or indirectly, offer The Alert Procedure should only be used when the employee has reason to believe
or provide an undue pecuniary or other advantage to or for a public official, political that first informing his hierarchy would cause difficulties or has reason to believe that
party or customer employee or agent, or employee or agent of a lending agency or the proper follow-up may not be given as result of reporting the alleged irregularity.
bank, in violation of the official’s or employee’s legal duties or in violation of applicable
law, in order to obtain or retain business. In this case, the employee can contact the Group General Counsel or the SVP of the
Ethics & Compliance Department, who will deal jointly with the subject by using Group
THE OTHER RULES OF OUR CODE OF ETHICS competencies, including Internal Audit.
All measures will be taken to respect employees’ wishes for confidentiality. Alstom will
Conflict of Interests honour its commitment that no employee will suffer a change of status, harassment or
Employees shall not accept, or allow a family member to accept payments, gifts, any other form of discrimination as result of using the alert procedure or disclosing
loans, entertainment or preferential treatment from anyone doing business with information in good faith.
Alstom. However, an employee may accept occasional business meals that can be CONSEQUENCES OF VIOLATIONS OF CORPORATE POLICIES
reciprocated or occasional gifts, other than money, of purely no minal value.
Each employee is responsible for ensuring that his conduct and the conduct of a direct
The test for a possible conflict is simple: might accepting the gift or service influence report of the employee fully complies with this Code of Ethics and all applicable
the employee ’s judgement or action? Will the person offering it think the employee has Corporate Instructions. Violations of certain instructions may have severe and/or
been compromised? If the answer to either of these questions if ‘’yes’’, the employee lasting negative impact on Alstom’s image, commercial relations and financial
should refuse it gracefully, advising the giver of Alstom’s policies prohibiting situation. Where circumstances warrant, Alstom may seek civil or criminal prosecution
acceptance. and dismissal of the employee(s) involved.
Should protocol, courtesy or other circumstances suggest acceptance or offering of a
gift or service of more than a nominal amount, the employee must report the
circumstances to his immediate manager.
1 Source: http://www.alstom.com/home/about_us/code_of_ethics/_files/file_43585_51500.pdf

339. Iberdrola
Sustainability Report 2007 1 At ScottishPower, over 3,500 employees have received training on this subject, and
20 employees of Iberdrola Inmobiliaria have received training on Prevention of Money
The value of people: social information Laundering.
In Brazil, four persons have been fired for incidents associated with corruption. Of
Hiring and human rights these, three have appealed to the courts, which in the first instance ruled favorably for
In recent fiscal years, some affiliated companies, both in Spain and in Latin America, the Company.
have held courses on corruption-prevention procedures, which were attended by In Procurement, no contracts have been cancelled for actions of this nature.
employees of all levels. In any event, the Code of Conduct clearly defines how the
employees are to act so as not to violate any regulations.
ANTI-CORRUPTION POLICY AND PRACTICES
In defense of an ethically responsible corporate action, IBERDROLA opposes corrupt CODE OF PROFESSIONAL CONDUCT²
practices in any of their forms.
THE IBERDROLA GROUP ENVIRONMENT
From the external point of view, employees of the Group must comply with the Codes
of Conduct and the approved business policies, which establish that these practices
Society – Anticorruption policy
must not be used as a way to obtain personal benefits or advantageous treatment for
the Company. The Iberdrola Group expresses its firm commitment not to adopt practices that might
be considered corrupt in its relations with customers, providers, suppliers,
In addition, IBERDROLA’s risk management system considers bribery and corruption
competitors, authorities, etc., including those relating to money laundering. To such
to be potential business risks.
end, professionals will receive appropriate training on applicable legislation in the
In 2007, none of the Group’s companies contributed to the financing of political parties countries where the Iberdrola Group operates.
or subordinate organizations. In the United Kingdom, ScottishPower spent some
10,000 euros on activities associated with party conferences. THE IBERDROLA GROUP’S PROFESSIONALS
This is not assistance, but rather it allows the Company to express its views.
Gifts and presents
From the internal viewpoint, IBERDROLA has stringent procedures against corruption.
Iberdrola Group professionals may not give or accept gifts or presents in the
In the General Administration, it has established procedures aim ed at eradicating
performance of their professional activities. As an exception, the delivery and
fraud, among other things. In the Procurement area, bidding and award procedures
acceptance of gifts or presents shall be allowed if a) they are of insignificant economic
are designed to avoid irresponsible conduct. IBERDROLA Inmobiliaria has a specific
value, b) they correspond to customary business gifts and tokens, and c) they are not
risk regarding money laundering and the prevention and blockage of terrorism
forbidden by law or by generally accepted business practices.
financing and has developed an internal set of procedures to monitor it and a control
body to ensure that the procedures are followed.
1 Source: http://www.iberdrola.es/webibd/gc/prod/en/doc/InformeSostenibilidad2007.pdf
²Source: http://www.iberdrola.es/webibd/gc/prod/en/doc/codigoiberdrola.pdf

Iberdrola Group professionals may not give or receive any type of bribe or commission In addition, the Corporate Resources Division may establish procedures to allow
from, or made by, any other party involved, such as government officials or personnel for and ensure the confidential treatment of communications regarding the
of other companies or political parties, customers, providers, s uppliers or commission of irregularities or acts contrary to law or inconsistent with the rules
shareholders. Acts of bribery, which are expressly prohibited, i nclude the offer or of action spelled out in the Code of Professional Conduct, when circumstances
promise, whether direct or indirect, of any kind of improper advantage, any instrument make it advisable.
designed to conceal them, and influence-peddling. Money may not be received from
4. The identity of the person reporting an irregular action shall be deemed to be
customers or suppliers on a personal level, not even as a loan or advance (except for
confidential information. The Iberdrola Group undertakes to take no direct or
those granted by financial institutions in the ordinary course of business).
indirect reprisals against the professionals reporting an irregular action.
Iberdrola Group professionals may not accept hospitality which influences, might
5. If the Corporate Resources Division determines that an Iberdrola Group
influence, or might be construed as influencing decisions. In the event of any doubt as
professional has engaged in activities which breach the provisions of law or the
to what is acceptable, the offer must be turned down or, if appropriate, first discussed
Code of Professional Conduct, disciplinary measures shall be applied in
with the professional ’s immediate superior.
accordance with the offenses and penalties system set forth in the Collective
THE DISCIPLINARY SYSTEM OF THE CODE OF PROFESSIONAL CONDUCT Bargaining Agreement of the Company where such professional is employed or
in applicable labor legislation. Such measures shall be reported to Iberdrola’s
1. The Iberdrola Group shall develop the measures needed for the effective
Regulatory Compliance Unit.
application of the Code of Professional Conduct.
2. Nobody, regardless of rank or position, is authorized to request that a
professional commit an unlawful act or breach of the provisions of this Code of
Professional Conduct. No professional may justify improper or unlawful conduct
or conduct that contravenes the provisions of the Code of Professional Conduct
in reliance on an order from a superior.
3. If there are reasonable indications of the commission of any irregularity or of an
act which is unlawful or which breaches the rules of the Code of Professional
Conduct, such information must be reported to an immediate superior or, if
circumstances so require, in writing to the Corporate Resources Division. The
immediate superior of the person communicating such information shall in turn
notify the Corporate Resources Division thereof in writing.
In case of potentially significant irregularities in financial and accounting matters,
the professionals of the companies of the Iberdrola Group may report directly to
Iberdrola’ s Audit and Compliance Committee through the procedure established
for these purposes in order to report such irregularities on a confidential basis.

340. Alliance Boots
Code of Conduct and Business Ethics1 Employees must also conduct themselves in a manner that avoids any dealings that
might be perceived as attempts to influence public officials in the performance of their
Our key relationships and partners official duties. Accordingly, unless allowed under applicable local law, employees must
not give or receive gifts or pay for meals, refreshments, travel or lodging for
Suppliers government employees or officials.
Group businesses deal with a wide range of suppliers of goods and services. They Many laws restrict companies that do business with the government from hiring as an
include professional advisers and consultants. All suppliers are an important resource employee or retaining as a consultant a present or former government employee other
and should be treated with fairness at all times. than secretarial, clerical, or other similar grade employees. These restrictions also
cover informal arrangements for prospective employment under certain
Alliance Boots will comply with the laws of all the countries where we do business. circumstances.
Alliance Boots is committed to ensuring compliance with the principles of the United Employees must therefore obtain written clearance from the Company Secretary of
Nations Universal Declaration of Human Rights and, specifically, Alliance Boots Alliance Boots before discussing proposed employment or retention with any current
supports and respects international human rights within the Group’s sphere of or any former government employee who left government employment within the past
influence. We are committed to ensuring that Alliance Boots is not complicit in human two years.
rights abuses.
It is Alliance Boots intention to source from suppliers who can satisfy our standards
with regards to labour and welfare conditions, health and safety and environmental Facilitation payments, sometimes called ‘speed’ or ‘ grease’ payments, are generally
management or who have given a commitment to achieve these standards within an defined as small payments made to secure or expedite the performance by a low-level
agreed time-frame. official of a routine or necessary action to which the person making the payment has
legal or other entitlement. Business Units, their employees and agents are prohibited
Procurement decisions are made on the basis of ethical standards, quality, service, from making facilitation payments (directly or indirectly) where this would be in breach
price, delivery, best value and other similar factors. of any applicable law.
We will observe high ethical standards in all our dealings with suppliers. Any corrupt, In countries where such payments are not prohibited by law, they are in any event not
improper or unethical behaviour in dealings with suppliers is prohibited. encouraged and all Business Units must strive to eliminate them.
Public and government officials & employees Bribery and corruption
Many laws impose strict rules governing business relationships, contract negotiations Corruption can cause distortion in markets and harms economic, social and political
and contract terms with government agencies and their officials. All employees development, particularly in developing countries.
engaged in business with a governmental body, agency or official must know and
abide by those rules, violations of which may result in harsh penalties for Alliance Bribery is a common form of corruption. and includes any gift, payment or other
Boots, and even criminal prosecution. benefit to which the recipient is not legally entitled and which is offered in order to
secure an improper business or other advantage.
1 Source: http://www.allianceboots.com/medialibrary/boots/Corporate%20Governance/Item%209f%20Code%20of%20Conduct.pdf

Bribery is illegal, and any Alliance Boots employee who elicits, participates in or Our core principles and business ethics
condones a bribe, kickback, or other unlawful payment or attempts to participate in
any such activity, will be subject to strict disciplinary action, including dismissal. Acceptance of entertainment, hospitality and gifts
Alliance Boots also reserves the right to refer such matters to public authorities for
possible criminal prosecution. Business related entertainment and hospitality such as occasional invitations to lunch,
dinner, theatre, a sporting or cultural event, and the like, is generally appropriate if it is
Business Units must ensure employees do not, directly or indirec tly, give or receive
of a reasonable nature and is in the course of a meeting or another occasion, the
any gift, payment or other benefit to any person for the purposes of securing or
purpose of which is to hold bona fide business discussions or to foster better business
providing any improper business or other advantage.
relations.
Money Laundering
No hospitality or entertainment should be provided or accepted, and no gift should be
Money laundering is the process of concealing the identity of illegally obtained money given or accepted, in circumstances where it may have, or could be seen as having, a
so that it can be transformed from “dirty” money into “respectable” money or other material effect on any business transaction which has been, or may be, entered into
assets. by or on behalf of the Group, without prior written approval of the Company Secretary
of Alliance Boots
Alliance Boots will not engage in any transaction which they know or suspect involves
the proceeds of criminal activity. The offering or giving of gifts should be avoided and employees are also not
encouraged to receive business gifts.
All Business Units will pursue practices directed towards ensuring that their activities
do not inadvertently contravene relevant money laundering legisl ation. The receipt of gifts of more than nominal value, or entertainment that is more than
routine and social, can appear an attempt to influence the recipient. It may be
Most jurisdictions impose laws making it a criminal offence to e ngage in money
interpreted as an inducement to grant a favour in return and may put the recipient at a
laundering activity by entering into transactions involving asse ts which are known to
disadvantage in business dealings or under an obligation that could distort judgement.
be derived from criminal activity.
Gifts of money or equivalent must never be made or accepted.
All Business Units are required to take steps to minimise the risk of inadvertent
participation in transactions involving the proceeds of criminal activity and should be The acceptance or giving of any gifts may be approved only if it is reasonable and
alert to circumstances which ought to give rise to a suspicion of money laundering ethical to do so, is modest in amount, is not intended to gain unfair business
activity. advantage, does not violate any law and is properly accounted for.
Business Units must also put in place processes for the early detection of any Before accepting any level of hospitality beyond lunch, dinner, theatre, a day’s
dishonest involvement in money laundering activity by employees. sporting or cultural event in the country in which the employee is employed, the
employee’s line manager should be notified who should ensure that the hospitality is
reasonable, modest in value and for the benefit of the Group’s businesses before
written approval is given. Where hospitality is accepted, travel and accommodation
costs should, wherever possible and feasible, be met by employees, unless otherwise
agreed with the employer , or if paid by the provider of the hospitality, notified to and

approved by the employer. Employees can speak directly to their line manager, talk to an independent and
trusted senior manager or can make contact with the Director of Internal Audit and
Employees must not accept gifts such as merchandise or products, personal services
Risk Management.
or favours (other than modest hospitality covered above) that are valued at more than
£ 100 or local currency equivalent, nor in excess of £250 annually without first notifying In some cases, employees may feel they want to remain anonymous and in the UK
and obtaining written approval from the relevant Alliance Boots Executive Director employees can ring the free to call, confidential independent service ExpoLink 0800
responsible for their Business Unit or corporate function and in the case of Alliance 374199 where individuals will not be asked for their name but will be given a reference
Boots Directors through the Company Secretary of Alliance Boots number so they can ring back again later to be updated of the outcome.
In the event that, culturally, refusal of a more lavish gift would give cause for serious Employees can also make contact confidentially with the Company Secretary of
offence, such gifts may be accepted on the approval in writing of the Managing Alliance Boots who is the designated officer for Alliance Boots by writing to Alliance
Director of the Business Unit or the Company Secretary of Alliance Boots for Boots, Sedley Place, 361 Oxford Street, London W1C 2JL, UK or by telephone on +44
corporate employees and on the basis that the gift will become the property of the (0)207 495 8880.
relevant company unless it decides otherwise . Receipts of gifts and hospitality should
All genuine concerns however raised will be investigated properly and the identity of
be acknowledged on the relevant company headed paper or by email within seven
the person raising the concern will be kept confidential, or in the case of ExpoLink in
days.
the UK will be kept anonymous. When the investigation has been completed, the
A central record should be kept and maintained by each Business Unit and the person who raised the concern will be informed of the outcome directly, or in the case
corporate function of any gift or hospitality, offered and declined, offered and of the ExpoLink service by the person calling back with their reference number.
accepted, as well as any given.
Concerns might relate to some unlawful conduct or non-observance of this Code, be it
Disclosure of concerns, speaking up and ‘whistleblowing’ harassment, bullying, dishonest activity, accounting or other irregularity
The Group encourages any employee who suspects wrongdoing at work - whether by Anyone raising a concern in good faith will not be criticised or penalised in any way
their employing company or another employee - to raise their concern. Although the even if it is shown, after investigation, that they were mistaken. Any form of reprisal or
vast majority of employees are honest and act reasonably, no organisation is immune victimisation against anyone who has raised a genuinely held concern is forbidden
to acts of dishonesty and other misconduct. and will not be tolerated and will itself be treated as a serious disciplinary matter. If a
concern was to be raised maliciously then that would be a serious disciplinary matter.
Incidents of misconduct, fraud and dishonesty damage employee morale and
business reputation but could remain undetected for some time without someone The whistleblowing procedure is not intended for use where an employee is unhappy
voicing their concern. Everyone can play their part in raising concerns and all with their personal employment position, for example lack of promotion or a smaller
employees are encouraged to do so. If employees have concerns there are several than expected wage increase - the Group’s grievance procedures are available in
alternative ways they can report these. those cases.
Alliance Boots is committed to an open working environment in which employees feel
able to voice their concerns.

Required standards and compliance

Breaches of this Code and other Group policies may have serious adverse
consequences for the Group including damaging its reputation. Breaches and non-
observance of the Code and other Group policies will result in appropriate remedial
action being taken including disciplinary action and possibly dismissal for employees
and termination of other relationships where appropriate.
Employees will be asked to complete a form of acknowledgement to confirm they are
aware of and understand this Code.

343. East Japan Railway
Compliance
Internal compliance awareness

We adopted a Policy on Legal and Regulatory Compliance and Corporate Ethics in
2005, and distributed a booklet titled “Compliance Action Plan” to all employees of
Group companies in order to raise their awareness of the necessity for compliance.
At the same time, we established a “Compliance Hotline” to receive both internal and
external information. In addition, in March 2006, prior to the promulgation of the
Whistleblower Protection Act in April of the same year, we established rules to handle
information that is in the public interest with the objective of protecting whistleblowers.
Furthermore, with the dual objectives of increasing employee compliance awareness
and penetrating ways to seek advice from the Compliance Hotline, in March 2008, we
distributed a Compliance Card.
Raising employee awareness
We regularly provide training sessions for employees of our branch offices and Group
companies, in order to enhance levels of compliance and ensure the highest levels of
ethical standards. In fiscal ended March 2008, we continued to o ffer a variety of
training, including Legal Skills Training, a Management School compliance course,
Basic Legal Training, and Regular Legal Seminars for employees o f JR East and our
Group companies.
Additionally, we actively promote activities that are designed to raise awareness of
compliance-related issues by holding compliance seminars and workshops, and
include compliance-related articles in our internal newsletter.
1 Source: http://www.jreast.co.jp/e/environment/pdf_2008/all.pdf

345. Aisin Seiki
Business Ethics Guidelines1
In Conducting Business Operations
Gifts and business entertainment

While gifts and business entertainment are provided for building smooth business
relationships, excessive gifts or business entertainment resulting in special
advantages will not be given or received.
AISIN Charter of Corporate Behavior²

In the event of a violation of the principles of this charter, t op management shall
investigate the cause of the violation, develop reforms to prevent its recurrence and
make information publicly available regarding our intended actions for reform. After
the prompt public disclosure of appropriate information regarding the violation,
responsibility for the violation and its effects should be clarified and disciplinary action
should be taken which includes top management where necessary.
1 Source: http://www.aisin.com/profile/comp/guide.html
²Source: http://www.aisin.com/profile/comp/kensho.html

347. Kansai Electric Power
CSR-Report 20081 Compliance promotion activities at each workplace

• Training based on workplace examples
Strict Enforcement of Compliance
Awareness-raising training (example-based training) is carried out at each
Consciousness raising and autonomous efforts in individual workp laces workplace using specific examples of compliance risk in that workplace. In fiscal
2007, our Compliance Committee Secretariat (Legal Department) compiled 33
System for Promoting Compliance examples and published them as the Collection of New Compliance Case
In November 2002, the Company established the Kansai Electric Power Compliance Studies. These examples are helpful in consciousness-raising efforts at Company
Committee to reinforce the strong public confidence the Company already enjoys and workplaces.
promote a corporate culture of frank and open dialogue. In February 2003, this • Shared awareness of compliance risk at all workplaces
Committee prepared a Compliance Manual, which is distributed to all employees. This
Manual explains in straightforward language the minimum standard of conduct With the objective of fostering a shared recognition of workplace compliance
expected of all employees in the execution of their duties, from the perspectives of the risks, in fiscal 2007 compliance promotion staff led brainstorming sessions at
law, business ethics and internal Company rules. each workplace regarding latent risks in their operations. These exercises were
followed by extensive discussions.
At the same time as the Compliance Manual was being produced, Kansai Electric
Power established Compliance Consultation Desks to serve as resources for In fiscal 2008, the Company will raise awareness to new levels regarding
employees who have concerns about compliance. These desks are located both in- compliance risk in numerous fields of real operations, drawing on results from the
house (Office of General Administration (Legal Affairs)) and outside the Company previous fiscal year as feedback.
(legal offices), and have started to accept a wide range of consultations. From 2005,
the Company expanded access to these desks for consultations to include the Kansai
Electric Power Group as a whole, and they now also handle issues faced by our Dialogue and training activities with frontline workers
Group companies. In fiscal 2007, compliance promotion staff dedicated themselves to raising
From April 1, 2006, in tandem with the enforcement of the Whistleblower Protection consciousness of compliance in the workplace. At the same time, the Compliance
Act, the Company has informed employees of business partners of the role of the Committee Secretariat (Legal Department) focused on direct dialogue and training
Compliance Consultation Desks, and has been collecting risk information extensively activities with frontline workers. Both of these efforts served to support independent
from such personnel as well. and practical compliance activities at each workplace.
To promote independently motivated compliance activities at each workplace, the • Promotion of dialogue with frontline workplaces
head of each workplace, department or section is designated as its compliance Staff from our Compliance Committee Secretariat (Legal Department) visit our
promotion officer. Compliance promotion staff are then appointed for each workplace frontline workplaces for dialogue and training. In fiscal 2007 such visits covered
(equivalent to a section head) to carry out grassroots compliance activities. all 90 of our frontline workplaces, including our sales offices, operation and
1 Source: http://www.kepco.co.jp/english/action/pdf2008/e2008.pdf

maintenance offices, and power stations. Participation was widened to include available to all employees of all Kansai Electric Power Group companies, providing
not only compliance promotion staff, but also unit leaders and senior persons in the entire Group with a thorough grounding in understanding compliance.
charge (number of participants: 1,256).
From January 2007, Kansai Electric Power have made available on the Company
• Raising consciousness at frontline workplaces In dialogue and training activities Intranet a “Column on Current Affairs in Compliance,” discussing specific incidents
with frontline workplaces in fiscal 2007, the Company explained a number of and other related matters in the news today. The Company uses these timely updates
issues, drawing on examples from the Company’s own operations and from in morning assemblies, meetings and other occasions as tools to promote
incidents at other companies that are currently in the public eye. We explained understanding of and raise consciousness of compliance. In fiscal 2008, topics will be
and underscored the importance of compliance as a form of risk management, introduced relating compliance issues to current trends in society, further supporting
socially accepted standards as criteria for action, the dangers of concealment and this consciousness-raising process.
falsification, and the role of managers in promotional activities.
The Company also used these activities to canvass employees on their opinions
and hopes regarding compliance activities. In addition, to ensure that employees
are fully aware of the activities and role of the Compliance Consultation Desks,
we circulated information about the Desks, their operations and why they matter
to employees. In October 2007 a PR leaflet on the Compliance Consultation
Desks was distributed to every employee in the Kansai Electric Power Group.
• Follow-up on earlier discussion and training activities with frontline employees
To reduce the sense of distance between senior management and frontline
workplaces, and to improve and build on employees’ awareness of compliance
issues, Kansai Electric Power will expand its program of direct visits to frontline
workplaces for dialogue and training activities in fiscal 2008.
In addition to promoting general understanding of compliance matters,
compliance officers probed deeply into potential sources of legal and other risk in
individual sections and departments, in a bid to enhance employees’ recognition
of compliance issues still further.
Tools for raising awareness of compliance issues

In March 2008, the Company launched an e-Learning course entitled “Compliance:
What You Need to Know in 2008.” Using specific examples, this course outlines the
approach to compliance needed to ensure prudent risk management. The course is

348. Poste Italiane
Code of ETHICS 1 i. to refrain from conduct that may benefit competitors.
General principles In the event of doubt over the conduct to be adopted, each relevant person is required
to speak to their head of department, if an employee, or their contact within the
Relations and conduct, at all levels of the Company, must adhere to the principles of Company, if otherwise.
honesty, fairness, transparency, confidentiality, impartiality, diligence, loyalty and
mutual respect. RELATIONS WITH INSTITUTIONS AND GOVERNMENT, ENTITIES,
ASSOCIATIONS, POLITICAL AND UNION ORGANISATIONS
Relevant persons must avoid even occasional acts that may involve a conflict with the
interests of the Group or that may interfere with the ability to make decisions Relations with institutions and government (2), entities, associations and political and
consistent with the Company’s objectives. union organisations are based on the principles of fairness, impartiality and
independence and are reserved for the appropriate functions within the Company.
In particular, all relevant persons are required:
With the exception of the union prerogatives provided for under existing laws and
a. to avoid situations in which their personal interests may result in conflicts of contracts, each relevant person must be aware of the fact that any involvement in
interest with those of the Group; political activity takes place on a personal basis, in the employee’s own time, at their
b. to refrain from pursuing, in the course of their employment, personal interests that one expense and in compliance with the law.
may enter into conflict with those of the Group; Group companies do not make either direct or indirect donations to political parties,
c. to refrain from taking direct or indirect advantage of business opportunities union movements, committees or organisations, or to their representatives.
available to Group companies, either for their benefit or for the benefit of third Internal control system and violation of the Code
parties;
The internal control system consists of a set of essential tools and procedures used in
d. to refrain from accepting gifts, favours or benefits of any kind, with the exception coordinating, managing and auditing the activities of Poste Italiane, guiding it towards
of giveaways and business favours of modest value provided that they are not the achievement of the Company’s objectives and prevention of the related risks.
designed to obtain improper advantages;
The control system as a whole helps to ensure compliance with the law, internal
e. to refrain from making gifts in the form of cash or goods, with the exception of procedures and the Company’s strategies and policies, the achievement of targets,
giveaways and business favours of modest value; protection of the Company’s tangible and intangible assets, management of the
f. to refrain from carrying out business in competition with Group companies; Company based on the criteria of effectiveness and efficiency, and the reliability of the
accounting and operating information disclosed to internal and external parties.
g. to conduct relations with third parties in compliance with the law, the rules of
conduct contained in this Code, and internal regulations and procedures; For this purpose every operation and transaction, once appropriately authorised and
recorded, can be checked with the support of adequate documentation. All relevant
h. to refrain from using information received in the course of carrying out their persons are responsible for the operational effectiveness of the internal control
functions within the Company in order to obtain advantages, either directly or system, as part of their functions. Each employee is required to immediately inform
indirectly, and to avoid any improper or unauthorised use thereof; their direct superior of any aspects or events that may interfere with correct working
1 Source: http://www.poste.it/en/azienda/chi_siamo/Code_of_Ethics.pdf

procedures.
The effectiveness and functionality of the internal control system is ensured by the
supervision and controls carried out by the relevant functions.
Violation of this Code damages the relationship of trust established with Poste Italiane
and may result in legal action and the adoption of measures, in respect of relevant
persons, in accordance with the law and the relevant contract te rms and conditions.

350. Mitsubishi Motors
Social and Environmental Report 2008 1 well as internal regulations, including those prohibiting the disadvantageous treatment
of whistleblowers. Furthermore, to create a framework that facilitates internal
Compliance reporting, MMC is endeavoring to disseminate regulatory information within the
company by holding briefings, including information in the company newsletter, and
Initiatives to Implement Compliance adopting other measures.
In fiscal year 2007, under the theme of “From revitalization to the future, ”MMC In April 2007, MMC fully revised its “Business Ethics of Mitsubishi Motors
worked to encourage voluntary activities grounded on workplaces and operations by Corporation”— MMC’s corporate ethics standards — to turn them into more practical
individual staff members, while holding training sessions and ot her events with the aim guidelines for guiding employees’ actions. The company is using opportunities such
of sharing information within the group. as meetings on business ethics issues at each workplace to help employees gain a
full understanding of its content. At the same time, all employees and directors have
Awareness-Raising Activities signed oaths of compliance with these standards. Furthermore, in January 2008, we
In fiscal year 2007, MMC held training sessions on compliance led by instructors from revised the “Mitsubishi Motors Corporation Code of Conduct,” guidelines for conduct
outside the company as part of training seminars for directors and corporate auditors, that all employees must keep in mind at all times. We distributed these booklets to all
with a total of 24 fulltime directors at the executive officer level or above and statutory employees and directors, and by making use of them on a daily basis, we aim to
auditors taking part. ensure thorough compliance with business ethics.
Meetings are held three times a year in each workplace at which familiar business Activities to Spread Compliance Among MMC Group Companies
ethics problems are examined and solutions reached through discussion. These MMC believes that restoring trust in the company requires a concerted effort by the
meetings provide a good opportunity to enhance ethical awareness and improve entire MMC group. To this end, domestic group companies (including exclusive
communication through discussion using actual examples. dealers) have taken the lead in carrying out initiatives since fiscal 2005. In fiscal 2006,
In addition to these types of discussions at each workplace, compliance measures almost all companies completed the establishment of systems to ensure compliance
specific to each department were formulated and implemented under the direction of with business ethics. They regularly conduct training on resolving corporate ethics
compliance officers. In these and other ways, MMC worked to promote compliance problems and the development of precedents. In addition, major overseas affiliated
with business ethics. companies have begun establishing concrete systems to promote compliance,
following the completion of an evaluation of the status of their compliance systems
Establishment and Dissemination of Regulations and activities.
MMC is giving priority to its internal reporting system in order to create a highly Other Initiatives
transparent workplace environment that is not conducive to scandals and promotes
their early detection as well as self-correction. MMC has already established the To prevent past errors such as the regrettable recall problems from being forgotten
Employee Counseling Office and external counseling channels through outside over time, January 10 and October 19 have been designated “Safety Pledge Days,”
attorneys. In April 2006, in line with the enforcement of the Whistleblower Protection since two fatal accidents occurred on those days involving large trucks manufactured
Act, MMC established operational criteria related to the internal reporting system, as by Mitsubishi Fuso, a former MMC division. All employees observe a moment of
1 Source: http://www.mitsubishi-motors.com/corporate/environment/report/e/pdf/2008/2008e_all.pdf

silence on these days, and the previously mentioned meetings to review business
ethics problems are held around these times.
MMC reports on the status of these activities to the Business Ethics Committee, which
acts as an advisory body to the Board of Directors and is made up of external experts.
MMC directors receive objective, common-sense guidance and advice regarding
these matters.
In fiscal year 2008 onward, MMC will continue to further develop and promote
initiatives to ensure compliance based on the theme of “building a sustainable
relationship with society.”

351. National Grid
GROUP POLICY STATEMENT 1 company has or may have a business relationship

• secondary employment (including a directorship of any company or entity) or any
Policy Framework – Mandatory content of written codes of ethics
other external activity which might conflict with the interests of National Grid or
any of its businesses or otherwise interfere with the discharge of the employee's
Potential conflicts of interest
responsibility to National Grid or any of its businesses
The code of ethics for each business shall state that it is the duty of individual • the acceptance and offer of business hospitality, including meals and
employees to avoid conflicts of interest and ensure that their outside activities or entertainment, where these are of significant or disproportionate value.
personal or family interests do not impair their ability to undertake their work
effectively.
In this context, each code of ethics shall draw attention to unacceptable conflicts of Payments to public officials
interest and which are therefore prohibited, including: Each code of ethics shall draw the attention of employees to their personal
• the exploitation for personal gain of any business opportunity of which an responsibilities as described in the Group policy statement on Anti-Fraud and Bribery
employee has become aware through use of the company's property or and shall state that the following are expressly prohibited:
information and in which the company has a proprietary interest, including a • offering, promising, paying or authorising the payment, directly or indirectly, of
reasonable prospect of pursuing the opportunity on its own account anything of value (for example a bribe or kickback).
• the acceptance or solicitation of any gift which is, or might be seen as, a reward • payments including “facilitating" or "expediting” payments to others in order to
or inducement for showing favour in connection with any business of the secure prompt or proper performance of routine duties;
company
• the use of subcontracts, purchase orders or consulting agreements either as a
• t
he offer of any gift, other than of trifling or nominal value, to anyone employed by means of channelling payments, or otherwise rewarding such persons or their
an outside business, supplier or organisation with which the business has, or relatives or business associates;
might have, a relationship.
Whistleblowing Procedures
Each code of ethics shall also draw attention to situations or actions which may
potentially involve an unacceptable conflict of interest and on which employees may Individual businesses within National Grid must each put in place arrangements,
therefore be recommended to declare their interest or otherwise seek approval or supported by a detailed Whistleblowing procedure, to enable it to deliver the outcomes
advice e.g.: required by the Board.
• a personal or family interest, of a magnitude which is material to the employee Whistleblowing procedures must ensure that:
and/or to the other party involved, in any company or other entity with which the • employees are able to raise anonymously and with an
1 Source: http://www.nationalgrid.com/NR/rdonlyres/ECD76CC5-AA8D-454D-B87D -4160539D6A76/14775/CodeofEthics20091.pdf

independent party (that is, a party which has no interests to defend in the concern • Assurance that they will not be subject to any reprisals or retaliation of any kind.
being raised) concerns about actual or suspected malpractices However National Grid reserves the right to take disciplinary action if they have
acted unethically or acted to avoid personal detection
• ll such concerns are investigated promptly and impartially and that any
a
employee who raises a genuine concern is protected from retaliation in the form • Assurance that the matter will be dealt with confidentially and their identity
of demotion, penalty or other adverse consequences provided that they have not protected (if requested), unless National Grid is required to disclose their identity
been personally involved in any wrongdoing. in any subsequent court proceedings
• insensitivity to or disregard of the principles set out in this policy may be grounds • If practical, prior notification should it become necessary to disclose their identity
for disciplinary action, up to and including termination of employment. in any subsequent court proceedings
Employees should be made aware of their personal responsibilities and be The Group Company Secretary & General Counsel must be notified at least quarterly
encouraged to use the Whistleblowing procedure to report actual or suspected of all reports alleging serious malpractice or unlawful conduct and of the way in which
malpractices. such reports have been investigated and resolved.
Clear procedures must be established and responsibilities assigned for the prompt
investigation and resolution of whistleblower reports in a manner appropriate to the
nature and seriousness of the report.
Anti-Fraud and Bribery Policy1
If an employee comes forward in good faith and uses the Whistleblower procedure, it
is expected that Objective
• 
In good faith, they have reason to believe there has been a wrongdoing National Grid is committed to the prevention, deterrence and detection of fraud,
• They provide full details of the facts, as they are aware of them bribery and all other corrupt business practices. National Grid has zero tolerance
toward such behaviour. Losses due to fraud, bribery and all other corrupt business
• 
They fully disclose any personal involvement in the wrongdoing practices can be more than just financial in nature; they can potentially damage the
• They co-operate fully in any subsequent investigation company’s reputation as well. The reputation of National Grid for lawful and
responsible business behaviour is of paramount importance and is one of its greatest
assets.
In return, that person will receive from National Grid The key legislation and/or sources of Global best practice that input into this policy
• vailability of an external helpline to allow issues to be raised anonymously, if
A are:
required
• Assurance that the facts will be investigated fairly, thoroughly and Promptly
1 Source: http://www.nationalgrid.com/NR/rdonlyres/39B443D1-95E5-4000-82F0-88E5F45B78CE/14773/AntiFraudandBribery2009.pdf

• UK Fraud Act 2006 • meet all legal and regulatory requirements governing the lawful and ethical
conduct of business;
• UK Anti-Terrorism, Crime & Security Act 2001
• ensure all breaches or suspected breaches of this policy are fully investigated
• UK Combined Code on Corporate Governance
and, if appropriate, invoke disciplinary measures and take prompt action to
• Anti-bribery laws of all US states with which National Grid and its subsidiaries do remedy the breach and prevent any repetition;
business
• make all employees aware of their personal responsibilities and adhere strictly
• UN Convention Against Corruption and at all times to this policy;
• Convention on Combating Bribery of Foreign Public Officials in International • provide information to all employees and further guidance if they have any
Business Transactions (OECD) question or uncertainty regarding these requirements;
• US Sarbanes - Oxley Act 2002 • provide information to all employees on the procedures available to them to
report any breach or suspected breach of this policy, in accordance with the
• US Foreign Corrupt Practices Act 1977
Group's policy on The Requirement for Written Codes of Ethics for employees
(incorporating) Whistleblower Protection;
Policy Framework • include in agreements with third parties, in connection with international ventures
or projects, appropriate clauses to ensure that persons who are acting on
Every National Grid business is required to have an effective compliance program that
National Grid 's behalf do not engage in any illegal, improper or questionable
prohibits unethical conduct, which includes but is not limited to, the following
conduct, particularly if there are factors that might increase the risk of breach of
components:
this policy, such as accepted custom and practice within the country of operation;
• communication of a code of conduct to employees;
• prohibit employees or persons and entities acting on behalf of National Grid to
• reporting and investigation of allegations of fraud, bribery and other corrupt receive, offer, promise, improperly influence payment, authorise payments or
practices; contract award, directly or indirectly, in return for anything of value (for example a
bribe or kickback). Further guidance should be sought from the policy documents
• appropriate disciplinary procedures for employees who are found to have
detailed in section 4;
engaged in such practices;
• prohibit payments including “facilitating" or "expediting” payments to others in
• monitoring of the effectiveness of such controls.
order to secure prompt or proper performance of routine duties;
• prohibit the use of subcontracts, purchase orders or consulting agreements either
Consequently, National Grid and each of its businesses must take the appropriate as a means of channelling payments, or otherwise rewarding such persons or
steps to ensure that it and all its employees and those acting on its behalf: their relatives or business associates;

• ensure transactions are properly and accurately recorded.
The relevant laws extend to activities undertaken by others acting on National Grid’s
behalf. Their actions can subject National Grid to liability and therefore care should be
taken to ensure that contractors, agents and others who are acting on behalf of
National Grid do not engage in any illegal or improper conduct.
Every National Grid business is expected to take firm disciplinary action in cases of
proven fraud, bribery or other corrupt practices. This will very likely be immediate
termination. Furthermore, all significant cases of such practices shall be reported to
the public authorities unless the Group Company Secretary and General Counsel
approves otherwise.

352. Countrywide Financial
Code of Ethics1 for additional information on associate conduct. The corporation may publish
additional policies as deemed necessary or appropriate. Talk to your manager and
Introduction visit the internal Web site for your line of business to determine all policies applicable
Bank of America Corporation1 is committed to the highest standards of ethical and to you.
professional conduct. To help you understand how these standards apply to you and You are expected to follow the information in this code, other policies referred to in
your teammates, this Code of Ethics provides basic guidelines of business practice, this document, additional policies that apply to your job, and the spirit and letter of all
and professional and personal conduct you are expected to adopt and uphold as a laws and regulations.4 Violation of the Code of Ethics or these other policies, laws and
Bank of America associate. regulations constitutes grounds for disciplinary action, including termination of
The public judges Bank of America by the actions of its associates. This code is employment and possible legal action.
intended to guide your conduct to instill public trust and confidence. The following Governance and Administration
pages include sections on:
If you have any questions or concerns regarding the Code of Ethics:
• Avoiding conflicts, or even the appearance of conflicts, between personal
interests and the interests of Bank of America, its shareholders or customers. • Consult your manager
• Keeping information confidential and secure. • Contact the Personnel Center’s Advice and Counsel at 1.800.556.6044
• Properly caring for and protecting Bank of America property and assets. To report complaints or possible violations regarding ethical issues, call the Ethics and
Compliance Hotline:
• Conducting your personal financial affairs responsibly and keeping your business
expenses in order. • Callers in the United States, Canada, Puerto Rico and U.S. Virgin Islands call toll
free 1.888.411.1744.
• Not taking any action, either personally or on behalf of Bank of America, which
violates any law, regulation or internal policy. • For other international associates, toll-free dialing instructions will vary by
location. Please see the international dialing instructions for details.
• Avoiding misuse of material, nonpublic information relating to securities or other
financial instruments.
• Promptly reporting any knowledge or information about Bank of America Complaints can be submitted anonymously and in complete confidence.
associates or agents you suspect of committing crimes. The Ethics Oversight Committee resolves any issues regarding the Code of Ethics,
including potential violations and certain exceptions, and will review the information
from the Ethics and Compliance Hotline. The committee includes the corporation’s
Your division or team may have additional or more restrictive policies you must follow. general auditor, general counsel, principal compliance executive and chief
Your manager or compliance officer will provide you with any manuals, policies and administrative officer.
procedures related to your specific job. You should refer to the Associate Handbook
1Source: http://media.corporate -ir.net/media_files/irol/71/71595/corpgov/CodeofEthics12908.pdf

Reporting certain conduct • Customers

Bank of America can be held criminally liable if one of its associates or agents • Suppliers
commits certain crimes. You must promptly report any knowledge or information about
• Government officials and agencies
employment -related conduct by another associate or agent of the corporation that you
reasonably believe to be:
• A crime In addition, you must not accept or provide hospitality or entertainment from or to
current or prospective customers or suppliers unless it is for a valid business purpose,
• A violation of law or regulation
providing an opportunity for a meaningful business conversation.
• A dishonest act, including misappropriation of funds or anything of value from
These restrictions are not intended to apply to gifts, hospitality or entertainment based
Bank of America or the improper recording of the corporation’s assets or liabilities
on obvious family relationships or close personal friendships, where the
• A breach of trust circumstances make it clear that it is the relationship— rather than Bank of America’s
business—that is the motivating factor.
You should not participate in any activity that could embarrass or reflect poorly on
Non-Retaliation
Bank of America. To ensure compliance with various state and Federal laws relating
You must report the relevant facts, as well as any other circumstances or activities to interaction with government officials and agencies, associates must contact their
that may conflict with the Code of Ethics, to the Ethics and Compliance Hotline. You Senior Line of Business Manager, in consultation with their Line of Business
will not be retaliated against for reporting information in good faith in accordance with Compliance Officer, before entertaining or giving any item to a government or public
this policy. official. Your activities should be legal, and should not be frequent or extravagant.
More information is available in the Working at Bank of America section of the
Conflicts of Interest Associate Handbook or to learn more about Bank of America’s gift and entertainment
guidelines and restrictions, please visit the Gifts and Entertainment Policies Web
Gifts, hospitality and entertainment page.
A conflict of interest may arise when you give or receive gifts, hospitality or
Compliance with Law
entertainment.
Associates must not give or receive gifts of money to or from current or prospective Anti-money laundering
customers or suppliers, unless given as part of an approved Bank of America
Money laundering is disguising the proceeds of criminal activity through a series of
customer satisfaction program, in which case, such gift(s) must comply with all
otherwise legitimate transactions. Every associate has a role to play in Bank of
program restrictions. There are restrictions on giving or receiving discounts and non-
America’s anti-money laundering (AML) effort. For example, you:
monetary gifts to or from current or prospective:
• Should be able to recognize “red flags” and report potentially
1Source: http://media.corporate -ir.net/media_files/irol/71/71595/corpgov/CodeofEthics12908.pdf

suspicious or unusual activities

• Must make reasonable efforts to determine the true identity of all customers
• Must follow “Know Your Customer” procedures for your line of business
• Must complete all required AML training courses for your line of business
For an overview of AML, visit the Global Compliance & Operational Risk Web site.
Fair dealing
Associates are expected to deal fairly with Bank of America’s customers, competitors,
suppliers and other associates.
• You should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of facts or any
other unfair-dealing practice.
• You must not give or accept bribes, kickbacks, promises or preferential
extensions of credit.
• You must approve or award orders, contracts and commitments based on
objective business standards to avoid favoritism or perceived favoritism.
• You must not conspire or collude in any way with competitors.

353. Tech Data
Code of Ethics 1 product are in accordance with company policy. Meals, entertainment or social
functions should have a legitimate business purpose and a value deemed to be
International Business reasonable, customary and proper under the circumstances. Avoid gifts or
Tech Data conducts business in many different countries and is committed to entertainment that cannot be reciprocated, carry a business obligation, or cause
following the laws and regulations in effect wherever it does business. All transactions embarrassment to you or the company. Other than inexpensive promotional items with
must be conducted in accordance with the applicable import, export and money- a company’s logo, no gifts or entertainment should be offered to government
laundering control regulations of the United States, and all other jurisdictions in which representatives.
the company operates. Tech Data’s policies on export/import and money-laundering
control contain specific guidance for obtaining proper authorization, establishing
credibility of trading parties, and proper documentation and record retention.
The United States, through the Foreign Corrupt Practices Act (FCPA), and many other Employee Gifts, Entertainment and Sponsored Travel Policy³
countries prohibit the payments or offering of anything of value to government officials
for the purpose of securing or maintaining a business advantage. Each employee What is a Business Gift?
must be alert to the potential for an improper payment, including inappropriate gifts. The propriety of a business gift should be considered primarily in the context of a
The FCPA also requires the company to maintain adequate financial records and possible conflict of interest and improper personal gain. The business gift represents a
internal controls to identify such payments. potential conflict of interest because it has the potential or appearance of undermining
Tech Data will not participate in any boycott not sanctioned by the United States or the one’s judgment to act in the best interests of Tech Data.
United Nations, nor provide information that could be construed to further Business gifts should be interpreted in the broadest sense to include anything of value
unsanctioned boycotts. given or received because of a business relationship where the recipient does not pay
fair market value. Business gifts may include, for example, products, meals, services,
tickets to entertainment, golf fees, expense paid trips, or discounts not generally
available.
Conflicts of Interest² The purpose of business gifts is to establish and foster business relationships and
their exchange within reasonable bounds is normal and appropriate. Tech Data
generally permits the giving and receiving of business gifts in accordance with the
The offer and receipt of gifts and entertainment are an accepted practice to establish nature of the gift and monetary limits that are periodically reviewed by Senior
and foster valuable business relationships. However, we must exercise good Management and the Board of Directors. This standard is intended to be both flexible
judgment in this practice. Gifts and entertainment are broadly defined to include in order to accommodate the customs and practices where the company does
physical articles, events, trips, services, benefits and other things of value. Gifts may business throughout the world, and sufficiently objective to provide useful guidance.
be infrequently exchanged with business associates as long as all gifts and loans of
1 Source:http://www.techdata.com/content/td_ethics/internationalbusiness.aspx
²Source: http://www.techdata.com/content/td_ethics/conflictsofinterest.aspx
³Source: http://www.techdata.com/content/td_ethics/businessgifts.aspx

What is not a Business Gift? report to his/her manager.

Business gifts do not include and therefore the limitation on the value of the gift does Food and beverages consumed at a business function, or unsolicited promotional
not apply to: items with logos or advertising are acceptable. Infrequent business gifts or sports
tickets having a retail value of less than $300 at which the business associate is not
• Gifts, meals and entertainment provided as the result of a personal relationship.
present are acceptable.
This would apply to relationships that were developed and/or maintained
independent of the employee’s connection with Tech Data. If the cost of the gift is to be reimbursed to an employee by Tech Data, the full cost
must be identified together with the name and business relationship of the recipient.
• An award or prize achieved as the result of an incentive or promotion offered by a
Business gifts by an employee must be authorized in writing in advance by a Vice-
business associate. Such payments can be made in a variety of forms and for
President if less than $50 in value, or by a Senior Vice-President if in excess of $50 in
many reasons. The guiding principle is that the promotion or contest be
value.
announced in advance for which an award based upon achieving certain goals.
While there may be no gift limitations applicable there may be tax reporting and When in doubt disclose it and seek guidance on the gifts receipt and disposition from
withholding requirements. an Ethics Adviser.
Certain business gifts and entertainment are never permitted to be given or
received, including:
Appropriate business gifts
• Cash or its equivalents, loans, securities
In general each employee should carefully consider the appearance and
appropriateness of accepting a business gift. The value and nature of a business gift • Offensive, lewd or illegal products or services
should be commensurate with the circumstances of the offer or receipt. The gift
• Solicitation of a specific gift
should enhance the Tech Data’s business relationship with the giver or receiver and
not create an obligation or embarrassment. The gift should be in accordance with • Gifts given immediately preceding or in direct response to a favorable business
accepted practice and custom and not offend the other party. The status of the giver decision
or recipient should correspond to the value of the gift. A recipient of a business gift
• In violation of a known policy of the recipient or giver
should consider the motives of the giver and the perception its acceptance will have
upon others both within and outside of Tech Data. • Prohibited by law or regulation, or
In general, infrequent meals, tickets for sports and entertainment events that a • Persons representing the government (other than TD promotional gifts valued at
business associate provides and at which the host business representative is present less than $20)
are appropriate. The standard is that the cost of the meal, ente rtainment or event
should be reasonable in light of the location, the level of the employee, and the
context and nature of the event. The employee should consider whether there is a
necessary and valid business reason to be present. If the cost of the meal or event is
unreasonable or their occasion frequent, then the employee must promptly submit a

An employee may accept a business gift and is not required to re port it under Other restrictions on business gifts
the following circumstances:
In addition to the above guidelines, additional responsibilities apply to employees with
Infrequent business gifts having a value of $300 or less or its foreign equivalent direct purchasing responsibility. Such employees must report all gifts, except
(herein “gift limit value”). promotional items of nominal value, to their manager.
• Perishable food or beverage consumed at a business function. Or Gifts, payments or any thing of value from a contractor to the US Government for the
purpose of improperly obtaining or rewarding favorable treatment is prohibited and
• Giveaways of business related products, which individually or in the aggregate
should be referred to the Director of Ethics and Compliance.
exceed the gift limit value, if made at industry-wide events to the general
attendees at the event. A gift to a spouse or family member is considered to be a business gift if given as a
result of a Tech Data business relationship. Such gifts are subject to the same policy
affecting employees and apply both to the giving and receiving of business gifts.
An employee may accept a business gift that exceeds the gift value limit, but is
Reporting excessive valued business gifts, event, meals or company-sponsored
required to report it under the following circumstances:
travel
• A gift of a product that Tech Data sells or is likely to sell, which is provided to the
In the event an employee receives a business gift that exceeds the gift limit value, that
employee for demonstration or testing purposes, which is loaned or donated
is not otherwise excluded from reporting as described above, or a meal, event or
product received in accordance with the Gift and Loaned Product Policy
entertainment that was unreasonable, or sponsored travel the employee should report
Procedures.
it to their manager.
• A gift that the employee accepts on behalf of Tech Data that is capable of being
turned over to a charitable organization designated by the company. The
employee where possible should advise the giver of the company’s intention to
donate the item to charity.
Following the Code1
Associates are not only encouraged, but have a responsibility, to bring violations or
Accepting and reporting events and travel suspected violations of the Code of Ethics to an appropriate party. You may have
The employee may infrequently accept sponsored travel by the vendor or customer to questions related to the Code, its standards or the operation of the program. The
a business-related event; however, the travel must be attended by a representative of company has a variety of ways to report violations and suspected violations, or to
the sponsoring organization, and reported and approved in writing (as described answer questions about the Code, related policies, laws and regulations. These
below), in advance by the traveler’s supervisor. avenues include your supervisor/manager, Human Resources, Internal Audit, the
Legal Department, your local ethics advisor, the Director of Ethics and Compliance,
"Ask The CEO" on TDnet, "Open Up" forms, and the confidential or anonymous Ethics
Reporting Hotline. All communications with your ethics advisor or the Director of
1Source: http:// www.techdata.com/content/td_ethics/followingthecode.aspx

Ethics and Compliance will be treated confidentially in accordance with legal

obligations. The Director of Ethics and Compliance will make every effort to maintain
your confidentiality but cannot guarantee it, particularly in the event of legal
proceedings. Anonymous communications are accepted on the "Hotline." If the
anonymity of your call makes it difficult to effectively address your concern, you will be
so advised at that time. Any attempt to misuse the Ethics and Compliance Program to
intentionally harm a person through false accusations or other wrongful conduct is
prohibited. However, associates who report a problem in good faith will not suffer
punishment or retaliation. Any such retaliation is strictly prohibited.
• Ethics Reporting Hotline 866-833-8442
• Director of Ethics and Compliance 727-538 -5854
Ethics Reporting Hotline1

If you have knowledge of any activities involving unethical beha vior, violation of policy,
conflicts of interest, violation of laws or regulations, fraud, waste or abuse of Tech
Data ’s operations or property, you may contact our 24/7 Ethics Reporting Hotline.
• U.S. and Canada
1-866-TD ETHIC (1-866-833-8442) or 727-532-8065
• International Locations
You can dial a toll-free AT&T Direct Access number and then at the voice prompt
use the toll-free Ethics Reporting Hotline number.
All calls will be received by an independent, third-party provider, Global Compliance

Services. Employees and others may use this option to confidentially (and
anonymously, if desired) report any activity they believe to be in violation of company
policy, law or regulations.
1 Source: http://www.techdata.com/content/td_ethics/hotline.aspx

354. Nordea Bank
Code of Conduct 1 • discriminate based on gender, ethnic background, religion or any other ground.
Ethical employee behaviour • We are committed to equal opportunities. We seek high professionalism and
make it possible for our employees to develop and assume responsibility. We
• Employees do not offer, request or accept inappropriate gifts, payments or travel. support diversity and a fair representation of women and men as well as ethnic
• Except when using the services provided to ordinary customers through minorities in our organisation.
electronic media (e.g. internet banking), employees do not execute their own • We are committed to caring for the environment. We work to reduce negative and
financial transactions. increase positive environmental impact from our business activities. We have
• Employees do not participate in business transactions where conflict of interest signed the UNEP Banking Principles.
can arise with their own economic standing or with a third-party where a close • We are committed to good citizenship. We respect the laws, regulations and
relationship exists. norms of the countries where we operate while also adhering to our Group
• Employees do not conduct transactions that even can give the impression of policies. We work with others for a prosperous and sustainable development in
using insider information and dishonesty or will undermine the trust and the communities where our customers and employees do business and live.
confidence in Nordea. • We are committed to ethics, honesty and sincerity. We do not offer, request or
• Employees do not conduct private transactions or provide economic guarantees accept unwarranted gifts and payment nor limit free and fair competition. By
that can seriously undermine their own private financial standing. adhering to Group policies so that our integrity can not be questioned, we enable
shareholders, customers, employees and other concerned parties to make
• Employee external engagements do not interfere with their ability to perform their balanced and well-founded decisions.
duties and functions as an employee or undermine trust and confidence in
Nordea. In cases of uncertainty external engagements are declared.
To ensure performance according to these principles, we adopt relevant policies, set
targets in our management system, ensure that these principles are known throughout
the organisation and encourage reports on non-compliance, carry out systematic
The Nordea Corporate Citizenship Principles² follow up and deliver open and reliable reporting.
Nordea is committed to sustainable development by combining financial performance

with environmental and social responsibility.
• We are committed to freedom. We stand for democracy and a responsible market
economy. We support the UN Global Compact and follow the UN declaration of
Human Rights, ILO-conventions and the OECD Guidelines for Multinational
Enterprises. We do not
1 Source: http://www.nordea.com/sitemod/upload/Root/www.nordea.com%20-%20uk/AboutNordea/Nordea_Code_of_Conduct.pdf
²Source: http://www.nordea.com/sitemod/upload/Root/www.nordea.com%20-%20uk/AboutNordea/Nordea_Corporate_Citizenship_Principles.pdf

355. L’Oréal
Sustainability Report 2007 1 We also have an Open Talk process to encourage a culture of openness where
employees can raise their genuine concerns. The normal route for employees to raise
ETHICS issues is via their management or Human Resources Manager. Additional resources
may be available in countries such as specially appointed Ethics Correspondents,
How ethics are managed at L’Oréal staff representatives, grievance procedures or helplines. Employees may also contact
the Director of Ethics directly. Anonymous reports are not prohibited but not
The Director of Ethics, Emmanuel Lulin, reports directly to the Chief Executive Officer, encouraged.
Jean-Paul Agon. The Director of Ethics’ role includes:
Monitoring ethics
• promoting and embedding good ethical practices throughout the group, namely
by offering training and guidance, Country Reporting Ethics, an annual reporting system on ethical issues including
communication of the Code of Business Ethics, prohibition of child and forced labour,
• regularly measuring and assessing the group’s performance on ethical issues, discrimination, sexual and moral harassment and integrity and loyalty, has been
and providing regular reports to the CEO and the Executive Committee, helping assess the group’s performance since 2005.
• ensuring compliance with L’Oréal’s ethical standards, addressing concerns and In 2007, 12 of The Body Shop subsidiaries were integrated. In comparison to 2006,
taking corrective action when required. the 2007 results showed an increase in communication and training on the Code of
Business Ethics, in part due to the launch of the new Code.
The Director of Ethics has full access to all information and documents relating to
L ’Oréal’s activities.
Embedding the new Code of Business Ethics Code of Business Ethics²
The Office of the Director of Ethics unveiled a new intranet site packed with
information to support the launch of the Code. In particular, the new Code is THE L’ORÉAL SPIRIT
accessible to visually-impaired employees through this site.
As a business
The launch of the new Code will be followed in 2008 by a heightened level of
education and training, with an ethics module being included in all our “Discovery” Our strategy for leadership is based on continuous investment in rigorous scientific
induction programmes and in L’Oréal’s Country Managers seminars. research and development. This enables our brands to deliver products which are
innovative, highly effective, practical and pleasant to use, and which are manufactured
Embedding the Code requires the alignment of company processes with the values
to the most demanding standards of quality and safety. We aim for excellence, and
set out in the Code. For example, two new management competences have been
constantly challenge ourselves and our methods. We place great value on honesty
integrated into L’Oréal’s annual staff appraisal system: “leading with human
and clarity: our consumer advertising is based on proven performance and scientific
sensitivity” and “achieves results with integrity”.
data. We are committed to building strong and lasting relationships with our customers
and our suppliers, founded on trust and mutual benefit. We do business with integrity:
1 Source: http://www.loreal.com/_en/_ww/pdf/LOREAL_RDD_2007.pdf
²Source: http://www.loreal.com/_en/_ww/html/company/pdf/code_of_ethics_uk.pdf

we respect the laws of the countries in which we operate and adhere to good AS A BUSINESS
corporate governance practices. We maintain high standards in accounting and
reporting, and support the fight against corruption. We deliver long-term, sustained BRIBERY AND FACILITATION PAYMENTS
shareholder value by protecting and making the most effective use of company
assets. We believe that corruption is unacceptable. Such behaviour is not in line with the
L’ORÉAL SPIRIT, does not benefit the communities in which we operate, and
HOW TO USE THIS CODE represents a cost for the Company. Bribery is a form of corruption, and is illegal in
most countries, particularly where public officials are involved. Some countries even
RESPECT FOR THE LAW ban “facilitation payments”. These are defined as payments used to secure or speed
up routine legal government actions, such as issuing permits or releasing goods held
L ’ORÉAL operates in many countries – home to a wide variety of cultures, laws and
in customs. Most are, in effect, a form of bribery.
political systems.
We are all expected to:
As a basic rule, we as a business and as individuals in the performance of our duties,
must always respect the laws of the countries in which L’ORÉAL operates. • Never make, offer or promise cash or services (including gifts and entertainment)
to government personnel, other officials and those who influence them
L ’ORÉAL is particularly attached to the spirit and the letter of laws governing:
• Never knowingly make such payments through third parties - which means
• Human rights: prohibition of child labour and forced labour; discrimination;
carefully selecting and monitoring contractors, agents and business partners
working time and remuneration; employees’ collective representation Quality,
health and safety standards • Ensure that, if we find ourselves in a situation where such payment would be
unavoidable, we inform our Country Manager immediately, and fully document
• The environment
the request
• Corruption and bribery
• Taxation and the accurate communication of financial information
Remember: If you’re facing an issue around bribery and facilitation payments, don’t
• Fair competition keep it to yourself. You’ll get help and support from discussing it with your
management, your Purchasing Manager or your Human Resources Manager (see
also the chapter on “Open Talk”).
L ’ORÉAL seeks to share these principles with its business partners and to ensure, as
GIFTS AND ENTERTAINMENT
far as possible, that such partners also respect these laws and regulations.
Exchanging gifts and entertainment can help build understanding and improve
working relationships, but they can also cause a conflict of interest between personal
interest and professional duty.

When receiving gifts or entertainment, the “golden rule” is full disclosure. We recognise that employees may have concerns about certain practices and need
advice and guidance to help resolve them.
When giving gifts or entertainment, the “golden rule” is reasonableness and how this
would be perceived by the wider public. It is our policy that any concerns raised in good faith about misconduct on the part of
the Company or any of its employees or business partners are thoroughly
We are all expected to:
investigated, and that appropriate actions are taken to deal with the outcome of that
• Never accept gifts or entertainment from any supplier unless they are clearly investigation. “Good faith” means that you have provided information that you believe
symbolic in value to be honest and accurate at the time, even if you are later proven to be mistaken.
• Never give or accept cash gifts We will provide feedback to the individual who has raised the concern, to the extent
that it is appropriate and can be given without infringing legal requirements or other
• Ensure that all gifts and entertainment offered are appropriate and in line with
duties of confidentiality.
L’ORÉAL ’s values
We will ensure a fair process in case of an investigation and, in particular, respect the
• Make sure that when establishing a new business relationship, all parties are
principles of due process and the presumption of innocence.
aware from the outset of L’ORÉAL’s guidelines on gifts and entertainment. In
turn, find out what our business partner’s policy is on these issues. That can go a All information given in the course of an investigation will be communicated on a
long way to avoiding any misunderstandings “need-to-know” basis, and any employee raising such concerns in good faith will be
protected against retaliation. Full cooperation is expected during such investigations.
• Immediately disclose to our management any gift or invitation we have received
The normal route for raising such issues is via your management. If for any reason
you feel uncomfortable with this route, you should raise the issue with your Human
Remember: If you’ re facing an issue around gifts and entertainment, find out your Resources Manager. There may also be additional resources available in your
Country’s policy and don’t keep it to yourself. You’ll get help and support by country, such as staff representatives, grievance procedures or a helpline.
discussing it with your management, your Purchasing Manager, or your Human
In your country, it is the Country Manager who is ultimately responsible for ensuring
Resources Manager (see also the chapter on “Open Talk”).
the respect of the L’ORÉAL SPIRIT and THE WAY WE WORK.
OPEN TALK
If you have raised the issue locally and you are still not satisfied with the answer you
L ’ORÉAL encourages a culture of openness where employees can raise their genuine were given by local management, or in the exceptional case that it is inappropriate to
concerns. raise the issue locally, you may contact the Group Director of Ethics of L’ORÉAL as
follows:
All employees are expected to take personal responsibility for ensuring that our
conduct complies with the L’ORÉAL SPIRIT and THE WAY WE WORK. • website: www.lorealethics.com
We encourage all employees to air their views, defend their opinions and signal • letter: Group Director of Ethics, L’ORÉAL, 41, rue Martre, 92117 CLICHY,
unacceptable behaviours or demands. FRANCE

Please note that while we do not prohibit anonymous reports, we do not encourage including the Ethics Maze learning tool. The Office of the Director of Ethics also helps
them. We believe we offer sufficient guarantees to make it unnecessary for an countries develop local communication campaigns on various ethical issues.
employee reporting a concern in good faith to conceal his or her identity. It is also
Training
difficult to investigate a matter thoroughly if it is reported a nonymously.
The Ethics training model is based on blended learning techniques and, as far as
possible, integrated into existing training modules to be as close as possible to day-to-
day operations. The aim is not only to train employees on specific ethical subjects
such as corruption, supply chain management etc.. but also to develop a series of
ETHICS 1 ethical competencies which include "Demonstrating a High Level of Personal
L’ORÉAL’S ETHICS PROGRAM Integrity", "Developing Ethical Reasoning" and "Understanding the Business Case for
Ethics and its Relation to Value Creation".
L ’ORÉAL’s Ethics Program is voluntary and proactive, and develops in tandem with
the Group’s growth. Under the supervision of the Director of Ethics, the program Open Talk
centres around: We encourage all our employees to air their views, express their opinions and signal
• Policy and guidance unacceptable behaviours or demands. We recognize that employees may have
concerns about certain practices and need advice and guidance to help resolve them.
• Communication The normal route for raising such issues is via management. If for any reason
• Training employees do not feel comfortable with this route, employees can raise the issue with
their Human Resources Manager. There may be additional resources available in
• Open Talk process countries, such as staff representatives, grievance procedures or a helpline. In each
• Monitoring country, it is the Country Manager who is ultimately responsible for ensuring the
respect of the Code of Business Ethics. If the employee has raised the issue locally
and is not satisfied with the answer given, or in the exceptional case that it is
Policy and guidance inappropriate to raise the issue locally, employees may contact the Group Director of
Ethics of L’ ORÉAL.
The Office of the Director of Ethics regularly offers guidance to management on
ethical decision-making and also publishes tools and policy papers on various Monitoring
subjects. Recent examples include a risk analysis tool for Management Committees Country Reporting Ethics, an annual reporting system on ethical issues including
and a policy paper on child labour. communication of the Code of Business Ethics, prohibition of child and forced labour,
Communication discrimination, sexual and moral harassment and integrity and loyalty, has been
helping assess the Group’s performance since 2005. L’ORÉAL ensures the respect of
The Office of the Director of Ethics runs the Ethics intranet site, open to all employees fundamental rights and in particular the Fundamental Conventions of the International
and accessible to visually-impaired employees. It offers information and resources, Labor Organization by its suppliers. All L'ORÉAL suppliers must commit to respect
1Source: http:// www.loreal.com/_en/_ww/html/our-company/l-oreal-s-ethics -program.aspx

these ethical standards and agree to be audited.

These social audits, carried out by external auditors, cover the following issues:
• Child labour
• Forced labour
• Health & safety
• Freedom of association
• Non-discrimination
• Disciplinary practices
• Sexual and moral harassment
• Remuneration
• Working time
• Relations with sub-contractors and suppliers

358. Schlumberger
Code of Ethics 1
Our relationship within the community
Improper Payments Recognizing and avoiding conflicts of interest
1 Source: http://www.slb.com/media/about/slb_code_of_ethics.pdf

About the Code – Questions and compliance

359. McDonald’s
2008 CR Report1 approval of the McDonald’s area of the world president of the market in which the
contribution will be made. Also, McDonald’s Board of Directors, by resolution, may
McDonald's Corporation Political Contributions Policy establish an annual aggregate spending limit for the Company’s political contributions.
How we run our business
CONTRIBUTION APPROVAL GUIDELINES
Success in any marketplace isn’t just about results. At McDonald’s, each one of us
Any political contribution made by the Company must be approved in advance by the has a responsibility to do the right thing. Our Standards of Business Conduct provide
head of the Government Relations Department of McDonald’s Corporation, and must a framework for living up to this responsibility. These Standards provide clarity,
support a political candidate or ballot initiative that the head of the Government guidance and resources on a wide range of issues for operating on a daily basis with
Relations Department determines is beneficial to the long-term interests of the fairness, honesty and integrity.
Company and its system of restaurants. In determining whether or not to approve a
request to make a political contribution, the head of the Government Relations First published more than 40 years ago, the Standards are updated regularly. In 2008,
Department may examine many factors, including, but not limited to, the merits of the we revised them once again (They were last revised in 2003). At the heart of the
candidate, election or ballot initiative, the value of the contribution to the election or Standards are three basic principles—personal accountability, open communication
ballot initiative, the quality and effectiveness of the organization to which the and responsible action. Enhancements in the 2008 Standards include:
contribution will be made and the appropriateness of the Company’s level of Affirmative statements on McDonald’s policies related to human rights and the right to
involvement in the election or ballot initiative. When possible, the Company should association Explanation of special responsibilities of supervisors and officers and a
avoid making political contributions through a conduit or intermediary organization. greater emphasis on our policy protecting employees who report wrongdoing against
All political contributions must also: (1) comply with all current applicable laws and retaliation. An expanded explanation of our anti-bribery and anti -kickback policies The
regulations in the jurisdictions in which the contributions are made (including the duty of employees to cooperate in internal investigations Description of appropriate
Foreign Corrupt Practices Act); (2) adhere to this Policy and McDonald’s Standards of use of electronic communications Importance of protecting confidential information
Business Conduct; and; (3) not be made to any organization in the United States and privacy of employee, franchisee and customer data.
required to report their contributions and expenditures to the IRS under 26 USC Sec. ONGOING EFFORTS TO STRENGTHEN OUR ETHICS AND COMPLIANCE
527. However, even where applicable law would permit the Company to make a PROGRAM
political contribution, the decision may be to deny the contribution request. In making
any determination, the head of the Government Relations Department may consult Employees are the face of our company. They have the power to shape and
with legal counsel, compliance personnel, and members of the Company’s strengthen the McDonald’s way of doing business and protect our bottom line. So we
management. expect them to exercise good judgment.
In addition to the approval of the head of the Government Relati ons Department, any One of the most critical elements of the McDonald's compliance program is the
request for political contributions to a single candidate, political party or ballot initiative continued training and education of employees on their obligations under applicable
that will aggregate to more than U.S. $100,000 in a calendar year shall require the laws, regulations and company policies.
1 Source: http://www.crmcdonalds.com/publish/csr/home/report/corporate_ethics.printreport.html

Each year, McDonald's provides training on the Standards of Business Conduct, as Standards of Business Conduct 1
well as topics including anti-trust, confidentiality, e-compliance, HIPPA privacy and
security, mutual respect, privacy, records management and trademarks. Finally, the INTRODUCTION
company conducts anti-corruption training for employees outside the U.S., with
special priority given to markets considered to have high levels of public corruption. Additional Responsibilities of Supervisory Employees
Since our 2006 Worldwide Corporate Responsibility Report, we have also expanded Those employees who have supervisory authority over others are in positions of trust
our compliance efforts to be more collaborative and global in scope. One of the most and influence. Therefore, they have special responsibilities under the Standards of
effective tools we’ve introduced is compliance service visits. These visits present Business Conduct to sustain an ethical work environment and to lead by example.
unique opportunities for compliance staff to collaborate with our worldwide employees They must ensure that the employees who report to them understand and follow the
and business partners in identifying and responding to specific risk areas that are Standards and complete all required compliance and ethics training. In addition, they
unique to certain countries. must communicate relevant McDonald’s policies to employees and assist them in
We have also rolled out an expanded due diligence program, which involves cross- understanding such policies.
functional collaboration to ensure that the company is making wellinformed decisions Supervisors must maintain open and honest two-way communication with employees.
about business relationships. We communicate our antibribery policy to our suppliers,
contractors, agents and partners and require them to certify tha t they will abide by all This means encouraging employees to ask questions, make suggestions and report
applicable laws and regulations. wrongdoing. Finally, supervisors must follow up on allegations of wrongdoing that are
brought to their attention and take appropriate corrective or disciplinary action.
We are in the food business, so we care a lot about where our food comes from and
how it is produced – well before it enters our restaurants. We strive to ensure that Open communication/ Business Integrity Line
every link of the supply chain contributes positively to the safety, quality, and At McDonald’s, we speak honestly and openly and listen for understanding. We raise
availability of our final products. We also want our product ingredients to be produced questions or issues, even if they are difficult.
in ways that contribute positively to the development of sustainable agricultural and
food manufacturing practices. If you know of any violation of the Standards of Business Conduct or of any applicable
law, you are responsible for reporting the violation immediately.
There are a number of ways to raise issues. If you believe that a law has been
violated, consult with the Global Compliance Office or the Legal Department
immediately. For other matters, you can talk to your direct supervisor or another
member of management, or contact Human Resources or the Global Compliance
Office. You can also call the McDonald’s Business Integrity Line, a toll-free telephone
line reserved specifically for employee calls on ethics and compliance issues.
1 Source: http://www.crmcdonalds.com/publish/etc/ medialib/mcdonalds_media_library/report/downloads/standards_of_business_conduct.Par.0001.File.tmp/standards_of_business_conduct.pdf

The McDonald’s Business Integrity Line is staffed 24 hours a day, 7 days a week, 365 International Business
days a year by an outside firm experienced in handling sensitive calls. Phone 1 -800-
McDonald’s complies with all applicable laws and regulations wherever we do
261 -9827 within the United States. Reverse charges if outside the U.S. Interpreters
business. Almost every country in the world prohibits making payments or offers of
are available. Callers may report anonymously, and no attempt wi ll be made to identify
anything of value to government officials, political parties or candidates in order to
them. Anonymous callers should know, however, that it is sometimes more difficult to
obtain or retain business. We must never pay commissions or fees to dealers,
follow up on issues raised anonymously.
distributors, agents, finders or consultants that are used as a bribe or kickback.
Ethics As a U.S.-based company, many U.S. laws apply to our business both inside and
outside the U.S. Among these are laws that:
CONFLICT OF INTEREST – Gifts, Favors & Business Entertainment
• Ensure that companies do not cooperate in any way with unsanctioned boycotts;
We will not pay bribes or provide anything of value that may inf luence or appear to
• Restrict trade with certain countries;
influence the judgment or actions of another. We will not seek o r accept bribes,
kickbacks or any improper payments. We exercise good judgment and moderation in • Prohibit dealings that could aid terrorists or organizations that support terrorists;
providing business gifts or entertainment. We respect the policies of other and
organizations with whom we do business.
• Require that transactions are not being used for money laundering.
The purpose of business gifts and entertainment in a commercial setting is to create
goodwill and sound working relationships.
Anti-Bribery
The following applies to Company employees, immediate family members of
Company employees, and agents or third parties working on behalf of the Company: For more than three decades, the U.S. Foreign Corrupt Practices Act (“FCPA”) as
applied to McDonald’s business operations globally. The FCPA is a U.S. law that
Do not offer, give or accept any gift, entertainment or other personal benefit if it:
makes it a crime to pay or offer to pay anything of value, directly or indirectly, to any
• Is inconsistent with customary business practices; non-U.S. official, including employees of state-owned companies, political candidates
or anyone acting on behalf of a public organization. The FCPA also requires that all
• Is cash or a cash equivalent;
publicly-traded companies maintain a system of internal controls and books and
• Is excessive in value; records that accurately reflect every transaction. All employees, agents, consultants,
representatives and joint venture partners acting on behalf of McDonald’s or its
• Could be construed as a bribe or payoff; or
controlled subsidiaries must fully comply with the provisions of the FCPA. We do not
• Violates any laws or regulations. tolerate violations. Compliance is a condition of employment or association with our
Company. Interpreting the FCPA is not a simple task. There are times when situations
fall into the “gray areas” of the FCPA. If you have any questions regarding the FCPA
If you are not certain about whether any gift, proposed gift or other personal benefit is or a request for payment, contact the Global Compliance Office or the Legal
appropriate, you must consult your supervisor before taking any action. Department.

362. Michelin
Michelin Performance and Responsibility Charter 1
Implementing our values, exercising our responsibilities
Serving our customers through our attitude
1 Source: http://gestdoc.webmichelin.com/repository /DocumentRepositoryServlet?codeDocument=163&codeRepository=MICHCORP&codeRubrique=PRM

364. Nationwide
Code of Conduct & Business Practices1 customers

associate responsibilities
Gift giving and entertainment
The success of each associate – and Nationwide as a whole – depends on
strengthening the reputation for trust we have in our dealings with each other and with Giving gifts, gratuities and entertainment that are reasonable complements to a
customers, policyholders, agents, stockholders, vendors and those with whom we do business relationship and are of modest value is generally permissible. We expect all
business. of our vendors to respect our gift and entertainment policy when doing business with
us. Similarly, we will not give any gifts or provide any entertainment that go against the
Acting with integrity, complying with applicable laws, rules and regulations – both in rules or policies of a recipient's company. Bribes and kickbacks are unacceptable and
letter and in spirit, and living up to the Code are basic requirements to earn that trust. illegal.
All associates are expected to read, understand and acknowledge the Code. Failure
to comply with the Nationwide Code of Conduct and Business Pract ices can result in conflict of interest
appropriate disciplinary action, up to and including termination of employment.
No reason, including the desire to meet business plans or profit objectives, can ever Gifts and favors
be an excuse to compromise the law or the guidelines in the Code. Additionally, no Gifts from any company or person who does business with, is a competitor of, or is
associate may use a contractor, consultant, agent broker or other third party to do seeking to do business with any Nationwide company must not be sought or
anything prohibited by law or Nationwide policy. accepted. This includes favors not available to all company associates, such as
It is the responsibility of all associates to promptly bring to management’s attention special discounts or low interest rate loans. Common courtesies or business gifts of a
any matters that are not consistent with the law, this Code or Nationwide’s minimal value may be accepted if they are associated with normal business practices.
longstanding commitment to integrity. Reports of suspected wrongdoing can also be Care should be taken to avoid accepting frequent gifts or favors from the same person
made to Human Resources or anonymously to the Office of Ethics, if necessary. In or organization.
addition, the Office of Ethics is a resource to answer questions and provide guidance • It is never permissible to accept a gift in cash or cash equivalents.
in making ethical business decisions.
• Associates who can influence vendor selection or contract negotiations must not
Inquiries or reports may be made by calling the Ethics Helpline at 1-800-453-8442. accept any gifts, favors or entertainment from vendors during contract
Anonymous callers interested in following up on their concerns will be assigned a negotiations.
confidential case number. No caller ID or recording devices are used. Knowingly filing
false or misleading reports violates this Code. • Associates acting as government contractors are prohibited from accepting gifts,
favors or entertainment other than common business courtesies that are
Retaliation against any individual for making a good faith report is strictly forbidden. reasonable in nature and cost.
1 Source: http://www.nationwide.com/pdf/ethicsprtopt.pdf

Recipients of prohibited gifts should notify their manager and return the gift with a For example, these laws address prohibitions against money laundering and foreign
letter explaining Nationwide‘s policy. If a gift is perishable and impractical to return, it corrupt practices. The Foreign Corrupt Practices Act (FCPA) prohibits associates,
should be shared with the department or donated to a charitable organization with a agents and representatives from offering or paying bribes or other corrupt payments to
letter of explanation to the donor. If turning down a gift would cause undue government officials, political parties, candidates for political office and officers of
embarrassment to Nationwide, the recipient may accept it on behalf of the company public international organizations directly or indirectly. Associates engaging in
and turn it over to management for appropriate disposition. business outside the U.S. are encouraged to seek additional guidance from the Office
of General Counsel.
Entertainment
office of ethics as a resource
To judge whether it is appropriate to accept an invitation for entertainment, ask
whether the entertainment is appropriate and reasonable. How would the The majority of concerns associates face can be resolved through good
entertainment appear to others? communications with management or Human Resources. The Office of Ethics and
Business Practices is a widely-used resource to answer questions, provide guidance
• A meal or social outing with the host following a business meeting or for business
in making ethical decisions, or to report concerns of suspected wrongdoing.
or charitable purposes will usually appear acceptable. On the other hand, tickets
to the Super Bowl, Olympics, or golf at exclusive resorts, for example, may Inquiries or reports may be made anonymously by calling the Ethics Helpline at 1-800-
appear to be excessive and to influence objective judgment. Frequent 453-8442. Callers outside of the U.S. may reverse charges to 614-249-2120.
entertainment with the same vendor also raises questions and concerns that are Translation services are available. No caller ID or recording devices are used. Callers
important to address with management. interested in following up on their concerns will be assigned a confidential case
number. Knowingly filing false or misleading reports violates this Code.
• It is inappropriate to accept invitations from vendors, suppliers or brokers that last
for several days where the host is paying for travel, hotel and other expenses. On Complaints or concerns regarding questionable accounting, internal accounting
occasion, it might be desirable for business purposes to accept an invitation to controls or auditing matters may be directed to the Audit Committee of the Board of
this type of outing. In these cases, Nationwide should pay for travel, lodging and Directors by calling the Office of Ethics at its special toll-free telephone number (1-
other expenses. If in doubt, consult with management or the Office of Ethics. 888-422-4646). Complaints or concerns may be made on a confidential and
anonymous basis.
Retaliation against any associate for making a good faith report is strictly forbidden.
communities
International business
Nationwide complies with all applicable laws and regulations, wherever we do
business. As a U.S.-based company, many U.S. laws apply to our business both
inside and outside of the United States.

366. AMR
2007 ENVIRONMENTAL RESPONSIBILITY REPORT 1 STANDARDS OF BUSINESS CONDUCT²
Appendix B: Governance Introduction

The company is committed to maintaining the highest standards of business ethics
Training and complying with both the letter and the spirit of the law in everything that we do
and in every country in which we do business. Doing so will also maintain the hard-
Corporate Environmental provides specialized training to our staff at stations with
earned respect that we have established over the years with our customers.
specific environmental requirements. These courses are usually associated with EPA
Consequently, employees are prohibited from participating in or condoning illegal or
enforcement initiatives (like the recently revised oil spill prevention regulations) or
unethical activity. Remember that illegal acts by employees can cost the company
serious audit findings. American Airlines takes social responsib ility very seriously and
millions of dollars in fines, and the penalties for corporations convicted of federal
has established a variety of initiatives to educate employees, including a web-based
crimes are severe. And employees who violate the company’s ethical standards will
training program on business ethics. This program includes training on American
be subject to disciplinary action up to and including termination.
Airlines policies regarding anti-corruption, fraud, environmental responsibility,
workplace harassment, unlawful discrimination and safety. Management and specific To ensure compliance with this company policy, we have adopted these Standards of
non -management employees are required to take the training. You can read about Business Conduct for all employees. These Standards also apply to all agents,
other community involvement practices in the 2008 Citizens Report at www.aa.com. consultants, contractors, and others when they are representing or acting for the
company. We expect our vendors and suppliers to be guided by these principles.
Business Ethics Training reporting Illegal or Unethical Conduct
(includes anti-corruption)
You may safely report suspected illegal or unethical activity through any of the
Employee Group Percentage following means:
Management 88% • To your immediate supervisor;
Non-Management 2% • To The Network ReportLine SM - (800) 241-5689 - available 24 hours a day,

seven days a week, for employees wishing to remain anonymous. Employees
Total Employees 10% outside North America can call The Network collect at 770-409-5006, or see
http://jetnet.aa.com (Policies & Procedures) for information on calling the
ReportLine if collect calls are prohibited from your location.
• To Corporate Security by boardmail (MD 5555 HDQ1) or by calling (ICS or 817)
967-2142 (for questions or concerns about theft and security violations);
• To the Business Ethics & Compliance Office by boardmail (MD 5675 HDQ), by
calling (ICS or 817) 967-6923, or by e-mail to Business.Ethics.Office@aa.com;
1Source: http://www.aa.com/content/images/amrcorp/amrerr.pdf
²Source: http://www.aa.com/content/amrcorp/corporateInformation/facts/ethics.jhtml

• To American Airlines, Employee Services, by boardmail (MD 5137 HDQ) or by financial institutions at prevailing market rates), services, preferential treatment,
calling (800) 447-2000 -- Press“4 ” as soon as you hear the greeting to be excessive entertainment or travel, or gifts of more than nominal value, from any
transferred to a representative (for questions or concerns about harassment, individual or organization doing or seeking to do business with the company.
discrimination, or hate-related behavior);
• Never solicit any gift or entertainment or anything of value, or accept any gift or
• To American Eagle, People Department, by boardmail (MD 5485 HDQ) or by entertainment that would be illegal or result in any violation of law, from any
calling your local Human Resources Representative -- contact information can be individual or organization doing or seeking to do business with the company.
found on Jetnet, from the American Eagle home page, select People, and Human
• Never accept any gift of cash or cash equivalent (such as gift certificates, loans,
Resources (for questions or concerns about harassment or discrimination, or
stock, or stock options), or accept anything as a “quid pro quo,” or as part of an
hate-related behavior); or
agreement to do anything in return for the gift, from any individual or organization
• To your local Human Resources Department for international employees from the doing or seeking to do business with the company.
Europe/Pacific Division.
• Never accept any gift or entertainment that violates your own department ’s more
restrictive standards.
Conflict of Interest • Never participate in any activity that you know would cause the person giving the
gift or entertainment to violate his or her own employer’s standards.
As an employee, you or any member of your immediate family should not engage in
any activity that might benefit you or your family member personally at the company’s • Never attend or participate in any entertainment that is unsavory, sexually
expense, or that would be harmful to the company or contrary to the company’s oriented, or otherwise violates the company ’s commitment to mutual respect, as
interests, without the express written consent of the company’s General Auditor or, for a guest of or host of any individual or organization doing or seeking to do
an executive officer, the consent of the Board of Directors or a Board Committee. business with the company.
Every employee owes the company a duty of loyalty, which includes protecting the • You, or any immediate member of your family (spouse, domestic partner,
company’s legitimate interests, and advancing those interests when the opportunity parents, children and their spouses, domestic partner’s children and their
arises; protecting the company’s assets and ensuring their proper and efficient use; spouses), may not have a business interest in any organization doing business
and using company assets only for legitimate business purposes. with, or seeking to do business with, or competing or seeking to compete with,
the company. (This does not include a non -material interest (less than 1%) in
While it is not practical to list all situations that are prohibited because they might lead
securities in widely held corporations that are quoted and sold on the open
to or constitute a conflict of interest or violation of trust, t he following Key Points to
market.) Ownership of or an interest in a travel agency by you, or a family
Remember are good examples.
member who resides with you, is never permitted.
Key Points to Remember:
• You, or any immediate member of your family, may not, directly or indirectly buy,
• You, or any immediate member of your family, may not accept commissions, a sell, or lease any kind of property, facilities, equipment, or services from or to the
share of profits or other payments, loans (other than with established banking or company through another company, firm, or individual.

• You may not use or release to a third party any proprietary or confidential Gift Policy for Public Officials
information about the company, including information concerning company
The vast majority of public officials are hardworking, dedicated people who often make
operations, practices, decisions, plans, or competitive bids.
personal sacrifices to serve what they believe is the public’s best interest. Because of
• You, or any immediate member of your family, may not receive improper personal their public service, they often become familiar faces and household names like
benefits (including loans to, or guarantees of obligations) as a result of your celebrities. It is natural, especially in a service business such as ours, to want to offer
position in the company. special treatment to celebrities or people who have done good things for the company
or for the public in general. In most instances, such a reaction is appropriate.
• You may not work for a company doing or seeking to do business with the
company, or competing or seeking to compete with the company, if you are a However, public officials and those who deal with them must be very cautious to avoid
management/specialist, individual contributor, function in a manager, supervisor, the appearance that the public official’s actions are influenced by any special
or team lead capacity, or are an officer or function in an officer capacity for treatment they receive from us. In fact, fears that public officials might trade on their
American, American Eagle, or any other AMR-affiliated company; or if you will be official status for their own personal gain have resulted in the enactment of numerous
working in a management/specialist or officer/director capacity at the other laws, rules, and regulations dealing with when gifts and other benefits may be given to
company. This includes any company engaged in a phase of aeronautics, such and accepted by public officials.
as other air carriers and most of American ’s and American Eagle’s suppliers of
Under federal law and most state and local laws, it is illegal for the company or any of
aircraft, aircraft parts, and aircraft accessories.
its employees to give a public official a gift or anything of value to influence or induce
that public official to take action or refrain from taking an official act. It is also against
the company’s policy to attempt to influence official actions through gifts or other items
Note: If you work for another company or are self-employed, you must notify your
of value. This would also include return or appreciation for an official act the public
manager in writing, and a copy of this letter must be placed in your Personnel file. If
official has taken or may take on the company’s behalf. Violations of the various
you are not in the Europe/Pacific Division, you also must inform your immediate
federal, state, and local bribery and gift statutes may, in some instances, result in
supervisor in writing if your immediate family member works for a travel agency or in a
serious criminal sanctions, not to mention possible public embarrassment and
management/specialist or officer/director capacity for a competitor.
damage to our reputation.
A copy of this letter must be placed in your Personnel file.
Accordingly, all employees must follow these policies when dealing with federal, state,
• No outside activities, including outside employment, may interfere with your job or local public officials, who include:
performance for the company.
• Members of Congress (Representatives and Senators).
• A current or former employee may not solicit, directly or through a third party,
• Executive Branch officials and employees, including officials of the office of the
current company employees to terminate their employment.
President and Vice President and members of the President’s Cabinet and
officials or employees of bureaus, offices, or regulatory agencies under a Cabinet
member’s jurisdiction, such as U.S. Embassies (Department of State), FAA, DOT,
etc.

• State and local officials and employees such as state senators, county • Never aggressively offer gifts, services, special treatment, or entertainment to
commissioners, and/or city councilmen. public officials. Keep in mind that in some instances public officials are prohibited
from accepting even occasional meals or promotional sales items. If the public
• Staffers working for officials covered in the above bullet points.
official declines the offer of a gift, service, special treatment, or entertainment,
• Family members of officials and staffers covered in the above bullet points. accept the decision without question and do not attempt to change his/her mind.
Family members include: spouse, domestic partner, children, parents, siblings,
• Politely refuse any public official who demands inappropriate gifts, services,
siblings-in-law, and dependant relatives.
special treatment, or entertainment. If the public official continues to insist,
contact the company’s Government Affairs office at (ICS or 202) 496-5666.
Key Points to Remember: • If you regularly deal with public officials, you must familiarize yourself with and
obey all laws relating to their activities.
• Never give a gift of cash to a public official.
• Never give, directly or indirectly, a gift, service, special treatment, or
entertainment to any public official to influence or induce the public official to take The application of the various federal, state, and local gift laws and rules as applied to
or refrain from taking official action. airline benefits (many of which don’t have a fair market value) can be confusing. So if
you have any questions about how to apply this policy, contact Government Affairs at
• Never give, directly or indirectly, a gift, service, special treatment, or
(ICS or 202) 496-5666, or the Business Ethics & Compliance Office at (ICS or 817)
entertainment to any public official in appreciation for official acts the public
967-6923.
official has taken or may take on the company’s behalf.
Bribes, Illegal Payments, and Illegal Solicitations
• You may give gifts, services, special treatment, or entertainment to a public
official that would be provided to any customer in the same or similar Bribing foreign government officials to obtain or maintain business is a crime under
circumstances. For example, you should treat a public official, who also happens the U.S. Foreign Corrupt Practices Act (FCPA) as well as under the laws of many
to be a qualified Platinum member, like any other Platinum member. Do not treat countries in which the company does business. It is unlawful, except in limited
a public official differently than any other similarly situated customer simply circumstances, for the company or its employees to offer, corruptly pay, authorize, or
because he or she is a public official. promise to pay money or provide anything of value to a foreign official to obtain,
retain, or direct business to that company. This includes payments made to foreign
• Never give gifts, services, special treatment, or entertainment that would
officials, political parties, political party officials, or candidates, or officers or
reasonably be considered to be lavish or excessive -- in terms of quantity or
employees of certain public international organizations. (Public international
frequency. Gifts, services, special treatment, or entertainment must be of such a
organizations covered by the FCPA include such diverse agencies as the International
modest scale and nature that they don’t compromise the integrity or reputation of
Bank for Reconstruction and Development, the Food and Agriculture Organization, the
the public official or the company. In making this determination, a good rule of
International Civil Aviation Organization, and the International Committee of the Red
thumb is to consider whether you would be comfortable if the giving of the gift,
service, special treatment, or entertainment became a matter of public
knowledge.

Cross. If you have questions about whether the FCPA applies to a particular • If you regularly deal with travel for foreign officials or employees of foreign
international organization, please consult the Legal Department.) governments, you should be familiar with the information contained in the AMR
Policy and Procedures for Providing Discounted Travel to Officials and
U.S. federal laws and regulations also prohibit payments to federal agencies, federal
Employees of Foreign Governments.
officials, government contractors, and government subcontractors to improperly obtain
favorable treatment or business. Federal laws also prohibit asking for or receiving • Promptly report to the Business Ethics & Compliance Office or the General
proprietary information or selection information about the procurement of a Auditor any solicitation of improper payments, information, or benefits by foreign
government contract. officials.
These laws can be difficult to interpret and apply, so any exception to the company
policies set forth below must first be discussed with the Legal Department.
Training Records
Key Points to Remember:
State and federal regulations require that the company provide certain training and
• Don’t give or offer money or anything of value to a foreign official (including maintain accurate and complete training records. Any failure to train or any
officials of state-owned enterprises such as foreign-government-owned airlines), discrepancy in these training records -- accidental or otherwise -- could violate these
political party, political party official, or candidate, or an officer or employee of regulations and result in penalties against the company as well as against any
certain public international organizations, to obtain, retain, or direct business to individual who committed the violation. Failure to complete training required for you to
the company. do your job can result in your being withheld from work, without pay, until the training
is completed. Continued failure to complete required training can result in disciplinary
• Don’t give or offer money or anything of value to any other person if you know or
action, up to and including the termination of your employment. Falsification of training
suspect it will be offered as a bribe to a foreign official, political party, political
records can also result in the termination of your employment. The Employee Training
party official, or candidate, or an officer or employee of certain public international
policy can be found on Jetnet in the Employee Policy Guide. Employees in the
organizations to obtain, retain, or direct business to the company. Under this
Europe/Pacific Division should check the European Employee Guide or their country-
policy, “knowing” includes consciously avoiding the truth or ignoring clear “red
specific Human Resources Guide.
flags” that the transaction is likely improper, such as unusual requests to segment
a payment or pay a portion offshore to an agent or other third party. Business Ethics Training and Compliance Certification
• Don’t give or offer any money, fee, commission, credit, gift, object of value, or Key employees and those in sensitive positions must also attend Business Ethics
compensation of any kind, directly or indirectly, to a U.S. or foreign government Training and annually complete the Compliance Certification. You will be contacted if
official, government contractor, or government subcontractor to improperly obtain you are required to attend training and complete the annual Certification.
a contract, business, or preferential treatment for the company.
• Don’t seek or accept (directly or indirectly) from a government employee any
proprietary information or selection information of a government agency during
any federal procurement process.

367. Toronto-Dominion Bank
Corporate Responsibility Report 20071 who independently assess the level and direction of risks facing their area and the
effectiveness of internal controls. Relevant risks related to corruption and fraud are
Corporate Responsibility Overview - Business Conduct, Ethics & Integrity assessed as part of this process.
TD has a whistleblower hot line for employees and other stakeholders to report any
Setting a High Standard concerns regarding the integrity of TD accounting, internal accounting controls or
Our Code of Conduct and Ethics helps set the “tone at the top” for a culture of integrity auditing matters. We also have an employee complaint process, including an
within our organization. The Code sets out the standards and expectations for how we employee Ombudsman Office, to enable staff to report any matter they view as a
deal with each other, our shareholders, customers, communities, suppliers and serious workplace issue. Additional measures that support and promote responsible
competitors. business conduct — such as our privacy policies and anti-money laundering
measures — are discussed in other sections of this report.
From major decisions made by our Board of Directors to day-to-day transactions in
branches, it stipulates that concern for what is right should be the first consideration in Customers – Protecting Customers
all business decisions and actions, and that includes compliance with the law. The
Code addresses issues such as how to handle potential conflicts of interest and Employee Conduct
ensure confidentiality of information, and makes it very clear that any form of irregular
business conduct, including bribery, corruption or insider trading, will not be tolerated As discussed on page 7, employees must comply with our Code of Conduct and
under any circumstances. Ethics, which defines organizational expectations and the way we do business. In
addition, certain businesses in TD have supplementary codes of conduct and policies
Each year the Code is reviewed to determine if any changes are needed. Every that apply to their employees that also require compliance.
employee and director worldwide is governed by the Code and must review and attest
to their compliance with the Code and other key corporate polici es annually. Any We have e-learning compliance courses covering various topics related to consumer
breach is considered a serious offence that may lead to dismissal, and employees protection and responsible business conduct (see page 35). Successful completion is
must immediately report any possible violations they witness. monitored and mandated on an annual basis for all applicable employees and for new
employees within 30 days of taking a position. Additional training, job aids, meeting
Internal Control Framework Policy planners and other learning tools are also made available to retail branch employees
TD’s Internal Control Framework Policy serves as the first and primary line of defence to help ensure awareness of and compliance with consumer protection measures.
in safeguarding employees, customers and assets, and in preventing and detecting Anti-money Laundering
errors and fraud, including corruption. The Policy provides for the ongoing
identification and assessment of risks that TD faces from both internal and external To combat money laundering, TD has robust policies and programs in place, including
sources and for a self-assessment of internal controls. tracking tools to monitor suspicious transaction activity. We continually update our
deterrence and detection infrastructure and train employees in compliance controls so
Extensive security systems are maintained to detect financial crime, particularly fraud. we stay ahead of these sophisticated crimes. We also share intelligence as permitted
Each of our businesses is subjected to periodic reviews by our internal audit teams, by law and coordinate our efforts with governments, international organizations and
others in the financial industry.
1Source: http:// www.td.com/corporateresponsibility/crr2007/pdf/CRRReportFinalPrintOptEng.pdf

Code of Conduct and Ethics for Employees and Directors 1 • do not contravene any law and would not compromise your integrity or that of
TDBFG (or, in circumstances where you are offering or giving the gift, the
Personal Integrity integrity of the recipient or their organization); and
• would not adversely affect your reputation or the reputation of TDBFG if
knowledge of the gift was to become public.
You may not accept, offer or give gifts, entertainment or other benefits (referred to as
“gifts” in this section) having more than nominal value from or to existing or potential
customers, suppliers, employees or others doing or seeking to do business with To help you interpret these rules, here are some examples:
TDBFG. Further, you must never solicit gifts of any size at any time. 1. Being taken to lunch or dinner by a supplier would not normally be prohibited
In determining nominal value, consider whether the gift could reasonably be construed even though the supplier is likely trying to maintain or extend the services,
as an attempt to influence your behaviour or that of TDBFG (or, in circumstances provided that the lunch or dinner is consistent with accepted business practices.
where you are offering or giving the gift, the behaviour of the recipient or their This applies equally when taking a customer to lunch or dinner.
organization), as well as the value of the gift in relation to your personal situation (or 2. Attending a networking or educational event where the travel or overnight
that of the recipient). In this regard, it is also important to consider the circumstances, accommodation expenses are paid for by a supplier is not permitted unless you
nature and timing of the gift. first obtain the approval of the executive vice president responsible for your
Occasionally, a third party might offer TD employees an opportunity to participate in a business area. As well, you may not offer to pay the travel or overnight
sale of merchandise or the purchase of services at reduced prices. Such an offering accommodation expenses of a customer without first obtaining the approval of
may be acceptable where the same opportunity is extended to large groups of the executive vice president responsible for your business area.
individuals outside TD, and where the discount offered is consistent with other 3. Taking (or being taken by) a customer or a supplier to a local sporting or other
offerings by the manufacturer, distributor, service provider or retailer. If the offer is event would generally be acceptable, subject to being reasonable and consistent
only made available to TD employees, consideration must be given to whether or not with accepted business practices. Giving or accepting tickets to events for
the circumstances may give rise to a perception of a conflict of interest. personal use should be subject to the guidance for other gifts provided above.
Gifts of nominal value may be accepted, offered or given provide d they: 4. Giving (or accepting) a gift certificate to a local restaurant or a gift card to a book
• are not in cash or readily convertible to cash (such as securities, cheques or store is acceptable provided the certificate or card is modest in value. If you have
money orders); any doubt about whether a gift is of nominal value or may otherwise be accepted,
offered or given, you must seek guidance from your manager or Human
• are consistent with accepted business practice; Resources relationship manager.
• cannot be construed as an attempt to influence, or as a form of payment for a
particular transaction or a referral;
1 Source: http://www.td.com/governance/code_ethics.pdf

Irregular Business Conduct Alternatively, if you are uncomfortable with using any of these channels, you should
report it through some other means or the TDBFG Whistleblower Hotline, an
Irregular business conduct (which includes any criminal, fraudulent or illegal conduct,
independent, confidential and anonymous reporting channel for your financial and
any impropriety, lack of professional responsibility or dishonesty) will not be tolerated
ethical concerns. Should you become aware of or suspect any violation by an
under any circumstances. Such conduct may not only be subject to internal
executive officer (other than the General Counsel) or a director, it should be reported
disciplinary action but may also lead to criminal prosecution or civil suit. Examples of
to the General Counsel. Any suspected violation by the General Counsel should be
such conduct include:
reported to the Chief Executive Officer.
• Bribery
Failure to report any breach of the Code may have serious consequences for you as
Engaging in any act that can be perceived as giving or receiving a bribe or other
well as for the offender. Good faith reporting of possible violations by others will not
questionable payment.
subject you to reprisal. Any employee who attempts to intimidate or retaliate (directly
• Money Laundering or indirectly) against an employee who makes such a report, will face disciplinary
action. As such, you understand that should any employee within TDBFG in good faith
Making profits derived from criminal activity appear as if they came from
suspect you of violating the Code, they are expected to report the situation to TDBFG,
legitimate business activity is a criminal offence, and knowingly failing to report a
regardless of which business unit they work within or how they came to suspect you of
suspected money laundering scheme is also a criminal offence.
violating the Code.
Employees must not knowingly initiate or be party to a money laundering
scheme. You will be considered to have been party to such a scheme if it is Failure to Comply
evident that you knew or ought to have known of the activity. Suspicious money
All employees are responsible to be aware of and understand the provisions of this
laundering situations must be reported to the Financial Intelligence Unit of
Code as well as other applicable TDBFG policies, including those specifically
Corporate Compliance by completing an Unusual Transaction Report.
identified in this Code. Failure of an employee to comply with the Code and those
policies may result in disciplinary action up to and including termination of
employment, and may also impact upon your performance rating and incentive pay.
Compliance with the Code of Conduct Directors of TDBFG are also required to comply with the Code. Failure of a director to
comply with the Code will be dealt with in accordance with the policies and procedures
of the Board of Directors of TD Bank.
If you become aware of or suspect any violation of the Code by any employee, you
have a responsibility to report it immediately to your manager, your business head,
your Human Resources relationship manager, your regional office, the Employee
Ombuds Office, or Corporate Security and Investigation, as the circumstances require.

Corporate Governance – TDBFG Whistleblower Hotline1 You Are Protected
Our Commitment This reporting system is confidential and anonymous, so you should feel comfortable
using it. TDBFG employees are protected against termination, demotion or any other
As a responsible business enterprise and corporate citizen, TD Bank Financial Group adverse consequence to their employment when making a valid report
(TDBFG) is committed to conducting its affairs to the highest standards of ethics,
integrity, honesty, fairness and professionalism – in every respect, without exception,
and at all times. While reaching our business goals is critical to our success, equally
important is the way we achieve them. Every employee and director of TDBFG is
expected and required to assess every business decision and every action on behalf
of the organization in light of whether it is right, legal and fair. This applies at all levels
of the organization, from major decisions made by the Board of Directors of The
Toronto -Dominion Bank to day-to-day transactions in branches. It also applies to all
TDBFG wholly-owned subsidiaries around the world.
What to Report
TDBFG is responsible for and committed to providing accurate and reliable financial
reporting. To support that goal, we have established this commun ication channel for
employees and other stakeholders to report their concerns regarding the integrity of
TDBFG accounting, internal accounting controls or auditing matters. Employees may
also use this communication channel to report concerns relating to ethical business or
personal conduct, integrity and professionalism. This reporting system does not
replace the other methods employees or other stakeholders have traditionally used to
communicate with TDBFG. You are encouraged to continue using our existing
communication channels. Please click here for additional contact information.
How to Report
EthicsPoint is an independent, third party supplier that has been selected to provide
this confidential and anonymous communication channel for submitting your reports.
You may file a report by clicking "File a Report" or by calling 1-866-293-2365.
1 Source: http://www.td.com/governance/whistleblower.jsp

368. Evonik Industries
Code of Conduct for Employees of Evonik Group1 The compliance officer is a direct contact for all employees requiring information or
advice on compliance rules. He or she takes note of all information submitted and
Business conduct looks into it with due attention. All information is treated with strict confidentiality, as
far as permissible by law.
Managing business transactions If the compliance officer decides that there is enough initial evidence to suspect
Bribery violation of the principles contained in the compliance rules, he or she may consult
other corporate departments, e.g., Corporate Audit or Legal, to clarify the matter,
Evonik prohibits any form of bribery or attempted bribery, be it as an offer or without, however, jeopardizing the confidentiality of the information received.
acceptance of money or valuables.
Staff working for the compliance officer are required to keep all information absolutely
Gifts, offers of entertainment, and other privileges confidential.
Gifts, favors, hospitality, and other privileges may be offered or accepted within the Contacting the compliance officer will not have any negative implications for
limits of statutory or labor law limits only if they do not exceed the bounds of typical employees, unless they have violated the law or the Code of Conduct.
business practice in the relevant region, are not of an inappropriately high value, and
are not considered a bribe. Responsibility of employees to report failure to observe these guidelines
In cases of doubt, employees must obtain the approval of their s upervisor or All employees are required to inform the compliance officer if they become aware of
compliance officer. any violations of this Code of Conduct. In cases of reasonable suspicion the
supervisor has to be informed.
Practical implementation of compliance rules Sanctions and consequences
Responsibilities Violating this Code of Conduct can lead to disciplinary action and is punishable in
accordance with the applicable national laws and local labor laws and accordance
The Corporate Compliance Officer is responsible for ensuring Group-wide with company regulations.
implementation of compliance rules. This includes ensuring independent and objective
treatment of all issues drawn to the attention of the compliance officer. The Corporate Training
Compliance Officer reports directly to the Chairman of the Executive Board but is not Employees throughout the Group will receive regular information on current
subject to technical directions. compliance issues. Special training will be provided for relevant target groups on
To ensure the global implementation of this Code of Conduct, the regional presidents issues such as export and terrorism control, antitrust law, environmental protection,
and regional heads or the persons appointed by the business units act as compliance safety and occupational health. Attendance may be mandatory. Records will be kept
officers for their respective regions or business units. In this function they report to the of attendance at such training sessions.
head of the business unit or service unit and to the Corporate Compliance Officer.
1Source: http://corporate.evonik.de/export/sites/default/binaries/downloads/en/code_of_conduct_en.pdf

Compliance at Evonik Industries Group companies

The management of each Group company of Evonik is required to include
compliance, the related training measures and any compliance failures in the agenda
for a meeting of the company’s executive management and/or supervisory board at
least once a year.

369. Continental
Annual Report 2007 1
Acting Responsibly
CSR report documents principles and activities
1 Source: http://www.conti-online.com/generator/www/com/en/continental/portal/themes/ir/financial_reports/01_reports/download/annual_report_2007_full_en.pdf

CONTINENTAL CODE OF CONDUCT 1 CONFLICTS OF INTEREST
PERSONAL ETHICS Acceptance of gifts/benefits and advantages
Respect for the law Employees, their immediate families and life companions may not accept (monetary)
gifts or advantages from persons or companies with whom business relations are
All business decisions - whether in or outside the country of employment – are to be maintained. Minor benefits and favors must remain within the scope of what is usual.
made in scrupulous compliance with all applicable laws and statutes. Under no All employees are requested to inform their superiors of any gifts having more than
circumstances may employees - either directly or indirectly - participate in illegal or mere token character.
corrupt activities.
Private /business expenditures
Benefits
Expenditures for gifts and entertaining should be assumed privately if the business
Within the framework of local conditions, all those exercising executive responsibility and private spheres overlap to such an extent that an exact separation of the business
are to see to it that no employee makes or authorizes payment or donations to a and private content of such expenditures is rendered difficult.
customer or to a third party - either directly or indirectly - for the purpose of promoting
the conclusion of a business transaction with a corporate company.
Suppliers
Suppliers are to be selected on a strictly competitive basis. They are entitled to be CSR REPORT – General Information2
treated fairly and correctly. Any attempt on the part of a supplier to influence the
Fight against Bribery and Corruption
decision taken by corporate staff by means of benefits going beyond what is normal in
the way of business-related entertaining or of token gifts is to be treated as a serious Continental respects the Tripartite Declaration of Principles concerning Multinational
impropriety, with a suspension of all contractual relations to be considered on a case- Enterprises and Social Policy of the UN agency, the International Labour Organization
by-case basis. (ILO). The principles laid down in this declaration are meant as guidelines for
multinational enterprises, governments, and employers’ and workers’ organizations.
Internal controls
The fundamental objective of the guidelines is to improve the working and living
Within their scope of authority, all managerial staff are obliged to provide for a suitable conditions of people worldwide.
system of internal controls. They must take any action they deem appropriate to
Continental uses the Corporate-Governance-Principles, the Corporate Guidelines
protect capital assets; to ensure that business is carried out and documented in
(BASICS) and the Code of Conduct as a basis of its continuous fight against
compliance with corporate guidelines and other internal rules; t o ensure that financial
corruption and bribery. Together, they form the groundwork of responsible company
records are properly kept; and to guarantee that violations of this code are detected
management and control that are based on achieving a long-term increase in value.
and corrected.
Unethical, illegal or irresponsible behavior does damage to the company and its
1 Source: http://www.conti-online.com/generator/www/com/en/continental/csr/themes/downloads/download/verhaltenskodex_en.pdf
2Source: http://www.conti-online.com/generator/www/com/en/continental/csr/themes/general_information/briberycorruption_en.html

stakeholders, including customers, shareholders, suppliers, partners and employees.

A compliance & anti-corruptions hotline has been set up to help track down any
improper behavior. In this way, any Continental stakeholder who becomes aware of
illegal or dubious activities such as violations of our basic values or criminal activities
can report such activities effectively - and of course anonymously - to the company.
Information about violations in the following areas can be repor ted through the hotline:
• Theft, bribery and non-cash benefits
• Fraud
• Conflicts of interest
• Insider trading
• Money laundering
• Accounting manipulation
• Environmental protection
• Health and workplace safety, industrial safety.
Tips received by the hotline are passed on to Corporate Auditing for investigation.

370. MAN Group
Annual Report 2007 1 Code of Conduct for the MAN Group²

Corporate Governance Customers and Suppliers
Offering and conferring benefits

We compete for contracts by relying on the quality of our products and services and
their benefit to our customers, coupled with reasonable prices. We support national
and international efforts to prevent competition being influenced or distorted by
bribery.
Gifts of all kinds made to public officials or employees of other companies by MAN
Group employees with the aim of obtaining contracts or unfair advantages for MAN or
other persons shall not be allowed.
Courtesy gifts which, up to a certain level, constitute generally-accepted business
practice, shall be handled in accordance with the laws by which we are bound and our
internal guidelines. These should in all cases be presented in such a way that the
recipient is neither required to conceal acceptance of the gift, nor forced into a position
of obligatory dependence.
Business and project-related travelling expenses incurred by public officials and non-
officials shall only be reimbursed to an extent that is objectively reasonable. The
applicable legal provisions shall be complied with in each case. Reimbursements shall
be made in such a way that the recipient is not required to conceal the same
("publicity test").
Requesting and accepting benefits
To a certain extent, gifts from business partners constitute generally-accepted
business practice. Acceptance may however lead to a conflict of interest and
jeopardise the high reputation of our company.
No employee may use his or her position or role in the company to request, accept or
obtain personal benefits. Acceptance of occasional gifts of minor value is allowed.
Beyond this, any gifts or other benefits offered to employees or closely-related
1Source: http://www.man.eu/MAN-Downloadgalleries/EN/Investors_Relation/Anual_Reports/2007_gb/MAN_GB_gesamt_es.pdf
²Source: http://www.man.eu/MAN-Downloadgalleries/EN/Company/Code_of_Conduct_english.pdf

persons shall be refused without exception. In such cases, employees are obliged to
notify their superior that they have received an offer of gifts or other benefits.
Compliance with the Code of Conduct
Notes and review

The Group Auditing Department will review compliance with the Code of Conduct
within the scope of its audit activities and include the relevant regulations in its audit
criteria. Any breaches of the Code of Conduct should be reported to the Compliance
Board.
Breaches and sanctions
Breaches of the Code of Conduct may have consequences in terms of contractual
relations with an employee and the continuation of such relations, and may also lead
to claims for damages.

371. Japan Tobacco
CSR Report 2008 1 JT Compliance²
JT Group Compliance Guidelines for Conduct
Compliance Training Programs Moderate entertainment and gift (accepting)

A variety of training programs are in place to increase awareness of compliance and We shall not accept immoderate business entertainment or gifts.
promote its implementation, including rank specific training (compliance seminars,
Moderate entertainment and gift (offering)
new employee education, new manager training courses, and others) and compliance
activities leader training. These efforts are also underway at JT places of business We shall not offer immoderate business entertainment or gifts.
and group companies.
Moderate relationship with government officials
In FY 2007, a new program called “Compliance Case Studies” was launched. This
We shall never offer prohibited entertainment or gifts to government officials.
program, in which employees can voluntarily participate, is designed to help
employees better understand the implementation of compliance through case studies.
In addition, relevant information and additional case studies are disseminated through
group magazines and the intranet in order to bring compliance is sues closer to each
employee and put them into practice.
Improvement of Consultation and Reporting System
In accordance with the Whistleblower Protection Act, the Compliance Office has a
consultation and reporting counters, and others to listen to employee problems, take
preventive measures and ensure self-improvement in the organization. In addition,
external consultation and reporting counter was set up in January 2008, with the
Guidelines for the Use of Consultation and Reporting Counters distributed to all
employees.
1Source:http://www.jti.co.jp/JTI_E/environ/assets2008/report2008.pdf
²Source: http://www.jti.co.jp/JTI_E/compliance/guidelines.html

372. Nippon Yusen
CSR-Report 20081 all group companies review and confirm observance of the Business Credo and Code
of Conduct alternately every other year. In 2007, the company conducted a survey of
Compliance compliance with the Code of Conduct that asked respondents to comment on
At the most basic level, earning and maintaining the trust of society requires that themselves personally and their workplaces (84.3 percent of those surveyed
corporate activities conform to social mores and ethical standards. Indeed, this is the responded). This was an anonymous survey of randomly selected employees. Up until
most important factor in being a trustworthy company. NYK’s compliance committee is the previous year, the survey had been a free-response style, but for this year, the
chaired by the president and promotes rigorous compliance based on the NYK Line style was changed to allow for opinions to be provided after replies to specific
Business Credo and Code of Conduct. questions were obtained. This alteration resulted in a 50 percent increase in
responses. We will continue this activity, using it as a means of fostering awareness of
Establishment of help line compliance issues throughout the Japan-based and international group.
In June 2003, the company established the Yusen Chat Room6 as a compliance help
line. The company reinforced its “whistleblower liaison” systems in 2007 to conform
with the Whistleblower Protection Act. The company also has help lines for its local
subsidiaries overseas as warranted by local conditions. These efforts are creating a CSR – Compliance²
compliance system that provides comprehensive coverage of all Japan-based and
international group companies. Compliance Activities
Whistleblower Protection Act Compliance refers to activities aimed at improving and preventing damage to
corporate values by methodically applying corporate ethics and observing laws,
A Japanese law providing for the protection of whistleblowers who provide beneficial
regulations, and key practical standards. NYK's primary compliance activities are as
reports (internal accusations that satisfy certain requirements and are not made for
follows:
improper purposes). It includes clauses to nullify dismissal and prohibit
disadvantageous treatment. Entered into effect on April 1, 2006. 1. To monitor compliance at each division, branch, and subsidiary, both overseas
and in Japan, during the company's annual comprehensive compliance checkup
Compliance training
every September.
NYK has provided ongoing compliance training for the executives and employees of
2. To convene the Compliance Committee, chaired by the president, twice a year to
all group companies since November 2002 as a means of promoting greater
examine and evaluate compliance activities conducted during the relevant half of
awareness and understanding of compliance issues. The company has also offered e-
the fiscal year.
learning programs since July 2005, and in April 2006 launched an English-language
version for employees at its international group companies. 3. To hold an NYK Group compliance liaison meeting once a year and implement
compliance training for the president and Chief Compliance Officer (CCO) of
Comprehensive Compliance Checkup Month
each company.
NYK designates each September as Comprehensive Compliance Checkup Month and
4. To administer an internal consulting service, called the Yusen
1 Source: http://www.nyk.com/english/profile/csr/pdf/2008.pdf
²Source: http://www.nyk.com/english/profile/csr/compliance/index.htm

Chat Room, where employees can get advice anonymously from external lawyers
and other relevant experts.
5. To carry out in-house compliance training at NYK and subsidiaries within the
group about 50 times a year. In addition, e-learning programs, both in Japanese
and English, targeting domestic and overseas employees were offered from April
through June 2007.

375. Emerson Electric
Employee Handbook for the Emerson Business Ethics Program 1 without making full disclosure to the Company. This policy does not apply to personal
loans from a recognized lending institution made in the ordinary course of business on
Defined Responsibilities - Supervisors/Managers usual and customary terms.
Responsibilities Ethical Standards in Government Contracting
• Ensure that all current and new employees under their supervision receive a copy Avoidance of Gifts, Gratuities, Etc. to Government
of this Ethics Handbook, are trained in its meaning and application, and sign and
return the Acknowledgment on the last page of this Ethics Handbook. The No employee may, directly or indirectly, give, offer or promise anything of value (for
acknowledgment will be maintained in the employee's personnel file. example, entertainment or a gift) to any government officer or employee in a position
to influence any government decisions with respect to the Company or its activities
• Periodically review the Code with employees under their supervision and ensure except in compliance with applicable law and of nominal value expressly authorized
that “refresher” programs are provided as necessary. by Company policy.
• Direct any inquiries concerning the Code to the unit’s Ethics Official and ensure Gifts, etc. to Others
the employee’s concern has been addressed.
No gift (regardless of value) or other thing of value shall be given to an employee of a
• Enforce the requirements of the Code and the Company’s policies and customer, vendor or other entity with the intent to influence corruptly that employee’s
procedures which support the Code. conduct. Gifts, regardless of reason, are discouraged generally. Gifts are prohibited to
• Maintain a workplace environment that encourages frank and open U.S. federal, state or local government officials (unless of a nominal amount expressly
communication, free of the fear of reprisal, concerning compliance with the Code. authorized by Company policy pursuant to U.S. government regulation) and to foreign
government officials (unless of a nominal amount expressly authorized by Company
• Set the example by conducting themselves and managing their departments and policy and in compliance with applicable U.S. and non- U.S. law) Avoidance of Gifts,
the activities of all employees under their supervision in accordance with the Gratuities, Etc. to Government
Code.
International Business
Conflict of Interest Foreign Corrupt Practices

No employee shall promise, offer or make any payments in money, products, or
Compensation, etc. from Others services, either directly or indirectly, to any foreign government employee in order to
An employee or member of his/her immediate family shall not accept compensation, induce favorable business treatment or to affect governmental decisions in violation of
loans, entertainment or gifts of more than nominal value, commissions, property or the Foreign Corrupt Practices Act (“FCPA”) or other U.S. or foreign laws. The
anything else of personal financial or other advantage, from outside parties in accounting practices of the Company shall be consistent with the requirements of the
connection with any transactions in which the Company might have an interest, FCPA and related regulations.
1 Source: http://media.corporate-ir.net/media_files/irol/10/107575/corpgov/EmployeeEthicsHandbook050916.pdf

Employee Responsibility and Discipline report actual or perceived violations of the Emerson Code of Business Ethics. These
alternatives are as follows:
Each Company employee shall be responsible to conform his/her conduct strictly to
this Code and any other applicable policies. Each employee will be provided a copy of • The immediate supervisor should be the primary resource in most instances.
this Ethics Handbook, and shall review it carefully in order to understand and to
• The next step should be to seek the advice of anyone in the department's chain
comply with this Code. The President of each operating unit is responsible for
of command. In other words, the “open door policy” should be used.
ensuring that all employees of his/her unit receive a copy of the Ethics Handbook.
With respect to particular areas of conduct involving specific employees, further • A further alternative is the operating unit’s Ethics Official at the division/location.
training and guidance will be provided as
• The Corporate Ethics Official may be contacted if the person does not feel
appropriate. In any instance where any employee requires guidance as to how to comfortable with anyone at the division/location.
follow this Code, he/she should seek advice from his/her supervisor or the unit’s
• Finally, the Company “Ethics Compliance Hotline” can be used to report ethics
Ethics Official.
concerns or violations or to report concerns regarding potential accounting or
If at any time a Company employee or agent has engaged in, is about to engage in, financial irregularities. All reports to the hotline can be anonymous if so
has been asked to engage in, or suspects others have engaged in, conduct that may requested. Your call will be received by an independent company and their report
violate this Code, then any employee having knowledge of the matter shall report it of the call will be sent to Emerson for investigation and response. Calls regarding
directly to his/her supervisor or the unit’s Ethics Official. In the alternative, the accounting, internal accounting controls, or auditing matters will be reviewed by
employee may report such ethics concern or potential violation by calling the the Audit Committee of the Emerson Board of Directors.
Company’s “Ethics Compliance Hotline”. The telephone number is posted at every
Company location. Calls to the Ethics Compliance Hotline can be made on an
anonymous basis. No matter how reported, there shall be no retaliation or harassment Whatever the concern, there is an appropriate resource within the Company.
of employees who report possible violations. Additionally, the Board of Directors of Emerson is committed to providing avenues
through which such issues may be raised, reviewed and, in every possible instance,
Each supervisor is responsible to oversee the conduct of each employee under
resolved.
his/her supervision and to ensure the employee’s compliance with this Code. Any
supervisor receiving a report from an employee of a possible ethics violation shall No Retaliation
report it to the unit’s Ethics Official or the Corporate Ethics Official, who shall take
There shall be no retaliation or harassment of employees who report possible
action as appropriate. Anyone violating this Code, whether occurring through
violations or other concerns. Any employee who engages in such retaliation or
individual misconduct, a failure to exercise adequate supervisory oversight, or a failure
harassment will be subject to serious disciplinary action, including possible termination
to report misconduct of others, shall be subject to appropriate disciplinary action.
of employment.
Serious misconduct may result in termination of employment.
Reporting Alternatives and Ethics Compliance Hotline
There are many alternatives available to employees to ask questi ons about or to

376. Holcim
Corporate Sustainable Development Report 20071 procurement policy and supplier qualification program include a self-assessment of
suppliers’ and contractors’ compliance with international social accountability standard
Vision, strategy and corporate governance SA 8000 and environmental standard ISO 14001. Specific bribery and corruption
provisions in our procurement policy build on the principles contained in our Code of
Operating with integrity Conduct. All contracts with suppliers and contractors must also include a clause
securing the health and safety of all personnel
The Holcim Compliance Policy sets the rules for compliance with external laws and
regulations as well as with Groupwide internal policies.
To ensure that employees and managers are aware of their responsibilities under the
Code of Conduct, each Group company implements its own appropriate measures. Code of Conduct²
These may include, for example, integration into employment contracts, a requirement
for all employees to sign the Code of Conduct, information and training sessions,
Compliance
translation into local languages, articles in internal newsletters and other
reinforcement activities. Bribery and Corruption
As well as covering all aspects of our operations, the Code makes specific provisions
We will not utilize bribery and corruption in conducting our business. We will not offer
on bribery and corruption. Local management takes additional reinforcement
or provide, either directly or indirectly, any undue pecuniary or other advantage for the
measures as circumstances warrant, and this may include more detailed information
purpose of obtaining, retaining, directing or securing any improper business
and training, double signatures and specific policies. Group-level induction and
advantage.
management seminars also aim to build broader awareness and understanding of the
issues involved. Gifts and Donations
All employees are expected to adhere to the Code of Conduct. We do not tolerate We are prohibited from offering, soliciting or accepting gifts and donations related to
violations. Non-compliance may be subject to disciplinary sanctions, including our business. However, entertainment and gifts of insignificant monetary value arising
termination of employment. out of ordinary corporate hospitality are acceptable.
Donations for political or social purposes are permitted only within the limits of local
The business place
laws and in complete transparency.
Working with suppliers Responsibility
We engage in long -term relationships with suppliers and contractors to secure the Each of us is responsible to know the relevant laws and regulations including this
most value-enhancing products and services. These relationships are the basis of Code of Conduct.
working toward a sustainable supply chain. The first principle is that our suppliers
should respect our social and environmental policies. With this in mind, our Group
1 Source: http://www.holcim.com/gc/CORP/uploads/Holcim_Corporate_SD_Report_2007.pdf
²Source: http://www.holcim.com/gc/CORP/uploads/Code%20of%20Conduct_08_englisch.pdf

In all business situations where the requirements of the law or this Code of Conduct
appear incomplete or unclear, each of us shall use good judgment and common
sense, and if needed, seek advice from line management or our legal counsel.
All of us are expected to adhere to this Code of Conduct in both the letter and the
spirit. Violations against this Code of Conduct will not be tolerated. Non-compliance
may be subject to disciplinary sanctions including termination of employment.

377. Hochtief
Sustainability Report 2007 1 Our Stakeholders
The Company Award-winning client magazine
International presence Twice a year our client magazine “concepts by HOCHTIEF” informs clients, partners
and decision-makers from the business world and politics about current and attractive
As an internationally oriented construction services provider we consider it our HOCHTIEF projects. The magazine also deals with such overriding topics as climate
responsibility to help shape the globalization process and take all social groups into change, environment-friendly energies and anticorruption measures. The publication
account while doing so. We are therefore engaged in continuing dialog with our also appears in English and is used by our international subsidiaries.
stakeholders.
“concepts by HOCHTIEF” was awarded the gold medal for the third time in a row in
As a logical consequence, our sustainable action is based on high ethical and moral the trades, construction and architecture category in Europe’s largest competition for
standards. With its Code of Conduct, HOCHTIEF has implemented a compulsory corporate communications, the Best of Corporate Publishing.
code of behavior for all employees, which is continually brought up to date to conform
to new developments. We thus emphasize our commitment to fighting corruption as Acting according to ethical principles
well as to transparency and responsibility. An ethics hotline enables HOCHTIEF We consider it our duty to comply strictly with the applicable laws and business
employees to speak confidentially to a representative in the Corporate Headquarters practices in all countries in which we work. In addition, HOCHTIEF’s high
about ethical questions. We urge our business partners to adopt a similar approach. management standards, our Code of Conduct and our ethical principles must be
Through our global network we are present in all major world markets—particularly in considered binding in our international business, too.
the USA, Australia and Europe as well as increasingly in Asia an d the Gulf region (see With our membership of Transparency International, we underline HOCHTIEF’s firm
page 12). HOCHTIEF fosters economic growth in these regions and actively commitment to opposing any form of bribery and corruption. Our company pays no
contributes to the optimization of living spaces. bribe money, nor does it, directly or indirectly, violate the laws on the prevention of
The cross -border exchange of experience allows us to use solutions tested in one corruption. We also abide by these laws in countries where so-called trade facilitation
country throughout the world. The transfer of know-how between the Holding and the payments are usual. HOCHTIEF also promotes the dissemination of the International
individual companies and corporate divisions improves our performance capacity and Chamber of Commerce’s “Rules of Conduct to Combat Extortion and Bribery in
is conducive to sustainability. International Business Transactions”.
The main focus of our activities currently is on growth market segments such as
sustainable construction, public-private partnership, private infrastructure construction,
port and power plant construction, and healthcare facilities; we are also steadily
strengthening our position as a construction services provider for facility and property
management.
1 Source: http://www.hochtief.com/hochtief_en/data/pdf/sr07.pdf

Code of Conduct 1 December 17, 1997 and the associated changes in the German Criminal Code of
February 15, 1999.
Foreword
Since its introduction, our ethics management system has been steadily refined and
Combining entrepreneurial activity with ethical principles is a key factor in our long- adapted to new requirements. Our constant endeavour is to anchor it firmly in our
term success and is a well -established HOCHTIEF tradition. company. That is also why we offer internal training on our Code of Conduct.
As early as the 1990s, HOCHTIEF introduced an ethics management system and thus “We are committed to our ethical principles and do everything we can to promote fair
assumed a pioneering role in the construction industry. Out of a sense of conviction, business conduct.” That statement forms part of our Guiding Principles. We trust and
we stand for fair competition and transparency in the construction sector and have expect every one of our employees to live up to this standard at all times.
committed ourselves to a rigorous anti -corruption program.
HOCHTIEF Business Ethics: Principles
Ethical principles form an important part of HOCHTIEF‘s Vision and Guiding
Principles, which represent the key standards of conduct and strategies of our Business ethics and integrity ensure our credibility. It goes without saying that all
company. HOCHTIEF companies and employees should observe the laws and regulations of the
countries they work in and can be counted on to fulfill their obligations reliably. They
HOCHTIEF‘s reputation in the business world is one of our most valuable assets. It is must demonstrate honesty and fairness in all aspects of their business activities. We
crucially shaped by the way we conduct ourselves in business lif e. Our clients, expect the same standards of conduct from our partners.
business partners, subcontractors and shareholders must be able to count on us to
observe high ethical standards in all our operations, to meet our commitments reliably We are convinced that ethical and economic values are mutually dependent and that
and to act honestly and uprightly in our business relations. This Code of Conduct business needs to be done in a spirit of fairness within the framework of existing rules.
provides binding and unequivocal rules for the way we operate. We expect the Our principles:
employees of all HOCHTIEF companies to act in accordance with our ethical
principles. We expect and require all the executives of our company to live by and • Local and international laws and regulations are strictly observed.
communicate these principles. They are the first persons to turn to when employees • Employees receive regular training so they know how to handle ethical issues.
need advice on ethical issues.
• Employees are required to report infringements of these ethical guidelines or
Every employee has a responsibility to ensure that his or her conduct conforms to the principles. Generally speaking, the first person they should consult is their direct
principles governing the way in which HOCHTIEF does its business. It is our aim to line manager.
make observance of our internal guidelines a regular assessment criterion for all
managerial staff and employees. Infringements of the guidelines will lead to • Employees or business partners who encounter situations in actual or potential
appropriate action, which can include termination of employment. Civil prosecution, conflict with these guidelines and principles can also call the ethics hotline,
including claims for damages, is another possible consequence. In this connection, we anonymously if necessary.
explicitly point our that bribery and corruption in national and international business is
a criminal offence, given even stricter significance by the OECD Convention of
1 Source: http://www.hochtief.com/hochtief_en/data/pdf/CodeofConduct_en.pdf

If, in the individual case concerned, an employee has to assume that a criminal Bribery and corruption
offence has been committed, he or she is obliged to inform the ethics hotline or
No employee may secure undue benefits from any form of business activity for
Corporate Center Auditing without delay.
business partners, their employees or other third parties. Such a state of affairs could
• No employee should be disadvantaged at HOCHTIEF as a result of observing be presumed, in particular, where the nature or scale of a benefit might have an
ethical principles. inadmissible impact on the recipient‘s actions and decisions.
Third parties (e.g. consultants, brokers, sponsors, representatives or other agents)
must not be used to circumvent this rule.
A central compilation of all Executive Board circulars and Group directives including
additional regulations on ethics management is available on Indoor (Home > Sub - As a matter of principle, infractions are punished by termination of employment.
Community “Code of Conduct/Ethik”).
The HOCHTIEF Group promotes and supports adoption of the principles contained in
the code of conduct of the International Chamber of Commerce (IC C Rules of
Conduct to Combat Extortion and Bribery in International Business Transactions) and Compliance Position Paper1
the Business Principles for Countering Bribery in the Engineering & Construction
Industry (2003). HOCHTIEF: Active worldwide against corruption and price-fixing
Conflicts of interest Code of Conduct lays down ethical principles for all employees – Membership
HOCHTIEF expects all its employees to demonstrate loyalty to the company. of Transparency International
All employees must avoid situations where their own personal or financial interests HOCHTIEF is a leading advocate, nationally and internationally, of ethically correct
conflict with those of the HOCHTIEF Group. In particular, it is prohibited to acquire a business conduct in the construction sector. The Group applies the same strict
participating interest in or enter into private business relations with competitors, stipulations governing relations with clients, contractual partners and competitors in all
suppliers or clients if this could result in a conflict of interest. A conflict of interest the national markets in which it is represented. Its Vision and Guiding Principles
exists wherever the nature or scale of a participating interest could in any way emphasize the obligation of all employees to act in accordance with high ethical
influence how employees perform their duties for HOCHTIEF. standards. Detailed rules governing this are set out in the HOCHTIEF Code of
Conduct, which forms part of all service contracts, and employees of all companies in
No employee should accept anything—especially in the form of a personal gift or a the Group are obliged to adhere to these rules.
benefit arising from a HOCHTIEF business relationship — that could reasonably be
assumed to have a potential impact on business decisions or transactions. Invitations HOCHTIEF introduced an ethics management system as early as the 1990s. The
must be within the bounds of normal business hospitality. company is a convinced champion of fair competition and greater transparency in the
construction sector and has committed itself to a consistent anticorruption program.
Small gifts up to a value of 50 euros are excepted from this ruling. Gifts in the form of The area Corporate Governance / Compliance reports directly to the Executive Board.
money must never be accepted.
1 Source: http://www.hochtief.com/hochtief_en/data/pdf/compliance_e.pdf

It comprises a Chief Compliance Officer, a Corporate Compliance Counsel and a provide information/tip-offs on possible criminal offences or abuses; if they wish, this
compliance organization which provides training and advice for employees throughout can be done anonymously / confidentially. For this, an internal HOCHTIEF hotline to
the HOCHTIEF Group. There is a separate compliance contact person for each of the the Chief Compliance Officer is available. In addition, there is an external telephone
six corporate divisions and for the fields of data privacy, health and safety, and number via which HOCHTIEF employees can contact a law office which has expert
environmental protection. experience in criminal law.
Ban on price-fixing and bribery
HOCHTIEF rejects any form of price-fixing or bribery. To ensure ethically correct
business conduct throughout the Group, the Code of Conduct establishes precise
rules on dealing with potentially difficult situations. For instance, employees are not
allowed to accept any gifts which might be considered capable of influencing business
decisions or transactions. Only small, occasional gifts worth up to 50 euros are
excepted from this rule. There is a total ban on accepting money in any form. In
addition, there are strict criteria governing the giving of presents to clients or the
making of donations. Infringements of these stipulations can lead to penalty measures
up to and including termination of employment.
The Group also provides proactive support to help ensure that employees never
become involved in prejudicial situations. On particularly sensitive compliance issues
(e.g. corruption, bid rigging, accounting fraud and breach of trust), there is ongoing
training. Since July 2008, HOCHTIEF employees can also – in addition to the internal
training sessions – use the "Anti-Corruption" computer learning program, which is
available in German and English on the company's intranet. The p rogram interactively
communicates the relevant legal basis, the economic background and the various
forms of corruption, explains possible consequences resulting from infringements and
outlines anti-corruption measures. This creates a high degree of awareness for this
issue throughout the Group. HOCHTIEF’s Chief Compliance Officer: Hartmut Paulsen:
“We help our employees at a very early stage, when the first indistinct signs of
corruption become evident. It is, after all, the little steps which can gradually make an
individual of previously blameless character slip into corruption. That is something we
set out to prevent.”
HOCHTIEF employees can contact the Compliance Officer for their corporate division
to seek advice. Employees and external third parties (clients, s ubcontractors etc.) can

379. Raytheon
Code of Conduct 1 Ethics Office or Office of General Counsel if considering offering gifts or other
business courtesies to government employees of any nation.
Protect Our Reputation in the Global Business Arena
We also comply with the U.S. Anti-Kickback Act, which similarly prohibits giving
Raytheon expects its employees, consultants, representatives, and agents to protect anything of value to an employee of a prime U.S. government contractor or higher tier
the Company’s reputation for integrity in the global marketplace. Raytheon prohibits subcontractor in order to obtain or reward favorable treatment.
improper international business practices and complies with all applicable laws, such
as the U.S. Foreign Corrupt Practices Act (FCPA), similar laws of host nations, and Gifts offered by employees to commercial customers must be reasonable and are also
related anti-bribery conventions. governed by Company policy.
The FCPA prohibits corruptly offering anything of value to foreign officials to obtain Contacting Raytheon’s Ethics Office
business, and also requires strict internal accounting controls to prevent concealment The Ethics Office has a toll-free EthicsLine, at 800.423.0210, available for those
of bribery. wishing to raise a concern, to report alleged misconduct or violation of Company
Steer Clear of Accepting or Giving Improper Gifts policy, government law or regulation, or to seek advice. You may also contact the
Ethics Office at Comments-Ethics@raytheon.com, or by writing to P.O. Box 21,
Company business courtesies and conflict of interest policies re quire the use of good Concord, MA 01742.
judgment and compliance with laws related to giving or accepting gifts. Employees
involved in purchasing goods and services for the Company should not accept gifts Additionally, you may contact an Ethics Officer assigned to your business at toll-free
from suppliers of more than nominal value (less than $20), such as promotional items, numbers and e-mail addresses found on the Points of Contact page of the internal
in order to avoid the appearance of favoritism. Ethics website at home.ray.com/ethics.
With supervisory approval and where there is no conflict of interest, other employees Reports will be investigated, and if substantiated, resolved through appropriate
may accept gifts up to $100 in value. Acceptance of any gift above $100 in value must corrective action. Those found to have violated the Code will be subject to disciplinary
be reviewed with, and approved by, the Ethics Office. Company policy allows action, including termination of employment. If you choose to identify yourself when
accepting meals or entertainment, so long as it is infrequent, not lavish, and supports making a report, you will be provided feedback when the Ethics Office has completed
Company business interests (such as relationship building with business partners). It its review. For those who wish to report a concern or alleged violation in confidence,
is never permissible for Raytheon employees to solicit gifts or business courtesies. confidentiality will be maintained to the extent possible, although limited disclosure
may be necessary in some cases to effectively conduct an investigation or where
Government employees, both in the U.S. and in other countries, are subject to varied compelled by law. Employees are required to cooperate in internal investigations.
and complex rules, which often prohibit them from accepting any items of value except Retaliation for filing an ethics complaint is a violation of Company policy. Our internal
as specifically provided under relevant regulations. U.S. Government Executive website is home.ray.com/ethics and our external website is www.raytheon.com/ethics.
branch employees typically may only accept gifts (including food and refreshments)
valued at $20 or less on a single occasion, and not exceeding $50 in a calendar year. Report Any Illegal or Unethical Behavior
Gifts to any elected officials may only be given in strict conformance with applicable Observed potential illegal or unethical behavior believed to violate the Code of
laws and subject to advance approvals specified by Company policy. Consult the Conduct must be reported to a manager, to Human Resources, to the Ethics Office, or
1Source: http://www.raytheon.com/ourcompany/stellent/groups/public/docum ents/legacy_site/cms01_023524.pdf

to the Office of General Counsel. Reports of alleged misconduct will be investigated, Ethics Awareness
and employee cooperation with internal investigations is required. Substantiated
Raytheon maintains an ongoing ethics awareness and communication program. This
allegations are resolved through appropriate corrective action and/or discipline.
program is designed to ensure that employees are responsible, accountable and
Retaliation is prohibited for reports of alleged misconduct made in good faith.
committed to conducting Company business in accordance with relevant laws and
Directors, officers, and employees are also expected to proactively seek advice from
regulations, Company policies and procedures, and the Code. Each Raytheon director
management, the Ethics Office, or the Office of General Counsel to determine the
and employee participates in ethics awareness
best course of action when in doubt about how to respond ethically in a particular
situation. training in accordance with direction from the Office of Business Ethics and
Compliance. Certain non-employees, such as marketing consultants, will be obligated
Company Policy to participate in ethics awareness and compliance training when so determined by the
Office of Business Ethics and Compliance. The Code, relevant Raytheon policies and
Policy procedures, and other business ethics and compliance resources are available
through Raytheon Company's Business Ethics and Compliance Homepage at
Office of Business Ethics and Compliance - Corporate Office
http://www.ray.com/ethics.
The Corporate Office of Business Ethics and Compliance reports to the Executive
Compliance Training
Office and the Board of Directors as well as to the Office of the General Counsel.
Utilizing a network of Ethics Officers at each of the Company’ s Businesses, it is Raytheon maintains an ongoing compliance-training program. This program is
responsible for managing and administering the corporate-wide business ethics and designed to ensure that employees have an understanding of the laws and regulations
compliance program, developing and implementing ethics awareness and compliance that are relevant to their daily work tasks at a level of detail appropriate to their job
training and related communications initiatives; and establishing processes for the functions and responsibilities. The Company maintains a “Desktop Ethics and
tracking, investigation, disposition and review of ethics matters and other issues. Compliance Learning Center” to further employee understanding of their compliance
obligations as well as recognizing the ethical dimensions of their actions and
In addition, it is responsible for managing Raytheon's Ethics Line and exercising
decisions. It is accessed through the Business Ethics and Compliance Homepage at
functional oversight of the Ethics Officers in the Company Businesses to ensure the
http://www.ray.com/ethics.
adequacy of the ethics and compliance program in each Business. The Corporate
Office of Business Ethics and Compliance periodically reports to the Board of
Responsibilities
Directors key findings and developments relating to ethics matters and investigations
as well as the overall effectiveness of Raytheon's ethics and compliance program. Leadership
The Corporate Vice President - Business Ethics and Compliance is Raytheon's senior
Company Business Presidents and leaders at all levels are responsible for cultivating
Ethics Officer who is responsible for leading and managing the corporate-wide ethics
working environments that embody the Company's core ethical principles and that
and compliance program. The Corporate Vice President - Business Ethics and
encourage employees and others to raise issues or concerns without fear of
Compliance works with each Company Business in integrating Raytheon's ethics and
retribution. Raytheon leaders also are responsible for taking appropriate corrective
compliance program, selecting and developing assigned Ethics Officers, and
identifying, providing and coordinating necessary resources for conducting corporate
internal investigations.

and disciplinary action when called for to maintain compliance with the Code. Further,
they will foster adherence to the Code by ensuring that employees under their
cognizance complete required ethics awareness training and relevant compliance
training courses.
Related Policies and Procedures and Forms
Record -Keeping and Government Contracting

Company policy mandates compliance with the Foreign Corrupt Practices Act (the
FCPA). Company employees, consultants and representatives are required to adhere
to the antibribery and internal accounting control provisions of the FCPA and of our
policy to ensure that no improper gifts, business courtesies or offers of anything of
value are provided to foreign government officials. Company policy also generally
prohibits offers of business courtesies to U.S. Government personnel, with very limited
exceptions, and requires compliance with the Anti-Kickback Act concerning Company
contracting and subcontracting relationships under U.S. government contracts.
The Company will strictly observe the laws, rules, and regulations that govern the
procurement of goods and services by any governmental agency of any country.
While this type of information relates primarily to standards required in
contracting with the U.S. Government, the Company’s directors, officers, employees,
representatives and agents who deal with any governmental entity are responsible for
learning and complying with all rules that apply to procurement by that entity.

380. State Bank of India
Annual Report 2007/08 1 CODE OF CONDUCT FOR THE BANK’S BOARD OF DIRECTORS AND
CORE MANAGEMENT APPROVED BY THE CENTRAL BOARD²
Confidentiality and Fair Dealings
Disclosure:
Other Confidential Information
The Bank has not entered into any materially significant related party transactions with
its Promoters, Directors, or Management, their subsidiaries or relatives, etc., that may The Bank has many kinds of business relationships with many companies and
have potential conflict with the interests of the Bank at large. individuals. Sometimes, they will volunteer confidential information about their
The Bank has complied with applicable rules and regulations prescribed by stock products or business plans to induce the Bank to enter into a business relationship. At
exchanges, SEBI, RBI or any other statutory authority relating to the capital markets other times, the Bank may request that a third party provide confidential information to
during the last three years. No penalties or strictures have bee n imposed by them on permit the Bank to evaluate a potential business relationship with that party.
the Bank. Therefore, special care must be taken by the Board of Directors and members of the
Core Management to handle the confidential information of others responsibly. Such
Vigilance guidelines of the Bank are in place, which provide that the Bank’s staff may confidential information should be handled in accordance with the agreements with
have direct access to the Bank’s Chief Vigilance Officer. The guidelines also protect such third parties.
any staff acting as the ‘informer’ from any punitive action for being a whistle blower.
• The Bank requires that every Director and the member of Core Management,
The Bank has complied in all respects with the requirements of Clause 49 of the General Managers should be fully compliant with the laws, statutes, rules and
Listing Agreement with the Stock Exchanges, to the extent that the requirements of regulations that have the objective of preventing unlawful gains of any nature
the Clause do not violate the provisions of State Bank of India Act 1955, the Rules whatsoever.
and Regulations made there under, and guidelines or directives issued by the
Reserve Bank of India. • Directors and the members of Core Management shall not accept any offer,
payment promise to pay, or authorization to pay any money, gift, or anything of
Mandatory requirements of Clause 49 as to the composition of the Board of Directors, value from customers, suppliers, shareholders/ stakeholders, etc., that is
composition and quorum of the Audit Committee, Non-executive directors’ perceived as intended, directly or indirectly, to influence any business decision,
compensation, the appointment, reappointment of the Statutory Auditors and fixation any act or failure to act, any commission of fraud, or opportunity for the
of their fees are not binding on the Bank, as separate provisions in the State Bank of commission of any fraud.
India Act, SBI General Regulations and the Reserve Bank of India guidelines deal with
the same.
The Bank has complied with all applicable non-mandatory requirements of Clause 49,
except for sending half-yearly declaration of financial performance and summary of
significant events to the households of shareholders, since detailed information on the
same is posted on the website of the Bank.
1Source: http://crpd.sbi.co.in/uploads/forms/Corporate -Governance_20080610.pdf
²Source: http://www.statebankofindia.com/viewsection.jsp?lang=0&id=0,170,530

381. Wyeth
Corporate Citizenship 2006 1 Code of Conduct²
Earning Trust Improper Payments in the Public and Private Sectors
Ethics and Integrity General Overview

Wyeth’s Code of Conduct is administered through the Wyeth Ethics Office and by the Wyeth complies with all applicable laws and regulations prohibiting improper
Wyeth Ethics and Business Conduct Committee, which is composed of payments to both government officials and public entities as well as to individuals or
representatives of various corporate and business unit interests. The code sets forth entities acting in the private (non-governmental) commercial sector. Generally, these
the Company’s ethics policies relating to business and commercial activities and laws prohibit promises or agreements to make improper payments to influence the
employee conduct. other party’s judgment as well as the actual payments themselves. Prohibited
payments can involve money but also can involve gifts, entertainment, meals,
In addition to general principles of integrity in business dealings, some of the specific
products, services, travel, hospitality, discounts or anything else of value. All countries
areas addressed by the code include antitrust and competition laws, fair employment
prohibit bribery of their public officials, and many countries also prohibit bribery of
and anti-discrimination laws, intellectual property protection, political contributions and
officials of other countries.
anti-bribery provisions, and advertising and promotional standards. All employees
must adhere to the code. Further, Wyeth requires third parties working on behalf of the Company (such as
consultants, agents, sales representatives, distributors and contractors) to comply with
Business decisions always need to reflect high ethical standards and must not be
these laws. Any improper payment made through these parties may be attributed to
influenced by business or personal interests that employees may have with third
Wyeth. Involvement in bribes or improper payments (including through a third-party
parties or by unauthorized concessions or payments to, or from, third parties. Wyeth
intermediary) can severely damage our reputation and can expose Wyeth and our
employees have an obligation to report violations of the law or of the code to their
employees to civil penalties and criminal charges, including severe fines and
supervisor or to the Wyeth Ethics Office. Reports can be made on a confidential basis,
imprisonment.
without fear of reprisal, and with the assurance that each report will be investigated
fully. For more information about Wyeth’ s Code of Conduct or any other aspect of Key Points and Principles
governance, please visit the Corporate Governance page of the Wyeth Web site at
• We do not improperly influence or attempt to influence decisions about our
www.wyeth.com/aboutwyeth/governance .
products or services.
• All transactions must be accurately recorded on the Company’s books and
records. All transactions must accurately state the persons involved and the
nature of the transactions, and nothing about a transaction may be hidden or
falsely recorded on any document, including invoices or expense reports.
1 Source: http://www.wyeth.com/irj/servlet/prt/portal/prtroot/com.sap.km.cm.docs/wyeth_html/home/aboutwyeth/shared/Docs/2006_Corporate_Citizenship_Report.pdf
²Source: http://media.corporate-ir.net/media_files/IROL/78/78193/COC.pdf

• The term “public official” is used broadly in laws addressing improper payments. Key Points and Principles
Public official can mean doctors or other employees at state-owned hospitals and
• Persons involved in virtually any type of illegal activity (including corruption, fraud,
health care companies.
tax evasion, terrorism or terrorist financing and narcotics trafficking) may try to
• Wyeth has policies in place to ensure that we do business only with reputable, engage in transactions with their illegally sourced funds. We are responsible for
qualified intermediaries (consultants, agents, sales representatives, distributors taking appropriate steps to check that the funds involved in our business
and contractors), that those persons are compensated appropriately for the transactions are sourced from lawful activities.
services they provide and that the arrangements are accurately documented.
• Red flags that may possibly indicate money laundering can include cash
Make sure you are familiar with these policies before retaining any intermediary
payments, multiple small payments for one larger invoice, payments from parties
to perform services for Wyeth.
unrelated to a transaction, payments from countries unrelated to a transaction,
• Intermediaries acting for Wyeth must comply with our standards. payments by money order or travellers checks, or payments from countries that
are recognized tax havens.
• International laws as well as Wyeth policy prohibit intermediaries acting for Wyeth
from making improper payments on our behalf, regardless of form (i.e., money, • Engaging in a prohibited financial transaction could be as simple as cashing a
products, etc.). check or depositing funds when you know or should know that the funds were
derived from illegal conduct.

Gifts and Entertainment Policy
General Overview
Overview
The United States and other jurisdictions around the world have adopted anti-money
laundering laws that prohibit transactions that involve funds derived from illegal Under some circumstances, the receipt by Wyeth employees of gifts or entertainment
activities, including transactions designed to conceal or promote illegal activity. Wyeth from companies or individuals with which we do business could create a conflict of
complies with all applicable anti -money laundering laws, rules and regulations of the interest or the appearance of such a conflict. The following policy provides guidance
United States and of other countries where we do business and will not accept or on this issue.
make any payments with funds known to be derived from illegal activities. Wyeth will
Receiving Gifts
conduct business with only reputable parties that are involved in legitimate business
activities and whose funds are sourced from legitimate activities. Involvement in 1. Except where approved by the Wyeth Ethics Office, it is not acceptable for Wyeth
money laundering activities can severely damage our good reputation and expose the employees to accept a gift of more than nominal value from any person or entity
Company and our personnel to criminal charges and to possible fines and with whom Wyeth transacts business or who is a prospective business associate.
imprisonment. Examples of nominal gifts are pens, mugs, notepads, books, etc. Any gift above
nominal value should be returned to the giver with an explanation of Wyeth’s Gifts
and Entertainment Policy.

Gifts of money, gift certificates or other cash equivalents never may be accepted. c) You must report the prospective entertainment to your supervisor and receive
Suppliers, customers and contractors should be advised of Company policy prior approval if such prior approval is feasible. If prior approval is not
possible, you must report the entertainment (including meals) to your
2. If a gift cannot be refused or returned due to impracticality or if the return would
supervisor following the event.
cause embarrassment, the gift must be turned over to the Chief Financial Officer
or Financial Director of the affiliate or site. 2. Attendance at any entertainment or event should not interfere with normal
working hours unless required to obtain a specific business objective. Hospitality
3. The General Manager, in consultation with the Chief Financial Officer or Financial
suites or events that are made available to all participants at a professional
Director, if appropriate under the circumstances, shall determine and coordinate
meeting or conference may be accepted, as may participation in charity events.
the disposition of a gift that is above nominal value and cannot be refused.
Suitable disposition may include, for example, raffling the gift to the employees at 3. Suppliers, customers and contractors should be advised of Wyeth’s Gifts and
the site, donating it to charity or treating it as a gift to Wyeth and maintaining it at Entertainment Policy.
the site.
4. The General Manager and Chief Financial Officer must report in the Quarterly
Policy Guidance
Representation Letter that:
Any questions regarding this policy or requests for exceptions should be submitted to
a) Wyeth’s Gifts and Entertainment Policy has been distributed to each employee
the Wyeth Ethics Office, which, in turn, will refer the request to the appropriate
at the site;
management level for decision.
b) They have no knowledge of any gift of more than nominal value given to any
Reporting and Disclosure of Violations
person at the affiliate or site; and
Business ethics issues often are complex and may not have easy solutions. It is
c) If a gift of more than nominal value was given to any person at the affiliate or
important that all actual and potential violations of law or the Code be fully evaluated
site, the gift was turned over to the Company in accordance with this policy.
by the appropriate personnel. You are encouraged to discuss issues relating to law,
ethics or business conduct with your supervisor, manager, Human Resources
representative or the Law Department. You also may contact the Wyeth Ethics Office
Entertainment/Meals
through the Helpline by telephone at (866) 423-4864, by e-mail at
1. Wyeth employees may not accept entertainment, including meals, with a value of codeofconduct@wyeth.com, by first-class mail at P.O. Box 507, 10 Lincoln Place,
more than USD $100 from an individual or entity with whom Wyeth transacts Madison, NJ 07940, or by the Wyeth intranet Web site at
business or who is a prospective business associate except in accordance with http://insidewyeth.com/ethics.
the following:
You may choose to identify yourself in a communication or, if permitted by local law,
a) The provider of the entertainment is present at the event; and you may make the report anonymously. We respect the confidentiality of any
communication and will investigate each report of possible misconduct. Employees
b) The entertainment would not create an appearance of inappropriate influence;
are required to cooperate fully in any investigation.
and

Compliance with the Code

As an employee of Wyeth, you are expected to adhere to the Code, which has its
foundation in our shared values. However, there may be situations where a specific
provision of the Code appears to be or is inconsistent with the local law of a country in
which Wyeth conducts business. If this occurs, the General Manager or Chief
Financial Officer of the affiliate should contact the Wyeth Ethics Office or the Law
Department for clarification and guidance.
In rare instances, a waiver of compliance regarding specific provisions of the Code
may be granted following a case-by-case determination made by the Chief Ethics
Officer. A waiver of any of the provisions of the Code granted to any director or any
executive officer, including the Chief Executive Officer, Chief Financial Officer or
Controller, is subject to proper approval and appropriate public disclosure in
accordance with any applicable laws and stock exchange rules.
A violation of the Code may result in disciplinary action up to and including dismissal
from employment at Wyeth. Violations of law, in addition, may result in civil liability
and/or criminal prosecution. No improper or illegal behavior can be justified by
claiming that someone with higher authority ordered it. No one, regardless of position,
is authorized to commit or to direct an employee to commit a wrongful act.

382. International Paper
Code of Business Ethics1 Policy Reference – Corporate Policies 203 and 211 t My-Policies on the IPNet. Here
you will find guidance on the Company’s global gift standards, including procedures
Ethical Behaviour for specific policies that apply in the country or the business in which you work.
Integrity of Commercial Transactions
Anti-Corruption and Bribery
We take affirmative steps to detect and prevent unacceptable or illegal forms of
International Paper does business globally, and we honor the treaties and laws of the payment and financial transactions. Complex commercial transactions may hide
countries where we operate. Certain laws, such as the United States Foreign Corrupt financing for criminal activity such as terrorism, illegal narcotics trade, bribery and
Practices Act (FCPA), apply to the Company’s global operations. The FCPA prohibits fraud.
the Company, its employees, and third parties working on the Company’s behalf from
paying bribes, offering or promising to pay bribes, or authorizing the payment of Anti-money laundering laws of the United States and other countries and international
money or anything else of value to government officials, employees of government organizations require transparency of payments and the identity of all parties to
controlled businesses, political parties or candidates in order to obtain an improper transactions. International Paper is committed to full compliance with anti-money
business advantage. In addition, we do not exchange illegal payments or bribes with laundering laws throughout the world and will conduct business only with reputable
any commercial party or individual. The FCPA contains very few exceptions to the customers involved in legitimate business activities and transactions.
prohibition against bribes, and other countries’ laws may be even more stringent.
Understanding when you are dealing with a government official or when a payment Finding Assistance
may be a legitimate payment rather than a bribe is critical to following the law, and you
must always seek advice from the Legal department on these issues. If you are ever Education and Counseling
in a circumstance where you believe you are being asked to violate this provision of The Company provides resources for assisting employees who need information or
the Code, you must notify the Legal department or contact the HelpLine (see page advice concerning all of the topics covered in our Code of Business Ethics.
22).
Education programs regarding business ethics and compliance with laws and
Gifts Company policies are available through the following departments and resources:
We believe that no gift, favor or entertainment should be accepted or provided if it will • The Office of Ethics and Business Practice – (Ethics at IP and My-Policies on the
obligate, or appear to obligate, the receiver. The giving or accepting of bribes, IPNet)
inappropriate, lavish or repeated gifts or other benefits is always prohibited, even if
acceptable by local custom. Similarly, requesting or soliciting gifts or services, or • Corporate Environment, Health and Safety department – (Environment, Health
requesting contributions from vendors, suppliers or other business partners for and Safety on the IPNet)
yourself or for the Company, is prohibited, except with regard t o charitable • Human Resources department – (Human Resources on the IPNet)
organizations specifically sanctioned or supported by the Company. In general,
providing or accepting normal sales promotion items, occasional meals or other non- • Legal department – (Legal and Records Management on the IPNet) Periodically,
cash items of minimal commercial value is permitted. each of these departments conducts training programs regarding
1Source: http://www.internationalpaper.com/PDF/PDFCompany/Faraci-2008_Code.pdf

compliance with Company policies. These seminars include “Respect, Dignity seek advice. The HelpLine is available 24 hours a day, every day of the year. All calls
and Diversity in the Workplace” and the Ethics and Compliance series. All training to the HelpLine are answered by trained professionals and callers are given the option
programs are important and employees should participate through arrangements of speaking in their national language. Callers may provide their identity or remain
made with their supervisors. anonymous — it is their choice. When appropriate, callers are given a call-back date
so they can receive a response to their concern. Investigations are thorough and
protect confidential information to the maximum degree possible.
In addition to general education and awareness, counseling in the area of business
There is no requirement that employees making reports under these procedures
ethics and compliance is available to employees from the director of Ethics and
follow any particular chain-of-command or sequence. Supervisors and managers
Business Practice (1 -901-419-4879) or e-mail: ethics@ipaper.com.
receiving reports of illegal or unethical behavior are required, as a general matter, to
There is also written information available to employees on the Ethics Web site (Ethics forward these reports to the director of Ethics and Business Practice or, in the case of
at IP on the IPNet). reports emanating from outside the United States, to the Company’ s senior Human
Resources or Legal department representative in the affected region.
Violation Reporting and Whistleblowing Procedures
All complaints or concerns regarding the Company’s accounting, internal accounting
Employees who become aware that our Code of Business Ethics, Company policy or
controls or auditing matters, irrespective of their source or materiality, should be made
applicable law may have been violated, or of any illegal or unethical behaviors
directly to the HelpLine or to either the director of Ethics and Business Practice or the
affecting the Company, unless prohibited by law, have a duty and are required to
director of Internal Audit. Such reports will be forwarded unfiltered to the audit and
report such incidents to one of the following:
finance committee of the board of directors.
• Immediate supervisor or supervisor’s manager
The reporting of behavior in the Company which employees reasonably believe is
• Human Resources, Internal Audit or Legal departments illegal or unethical is an important component of our business ethics.
• The International Paper HelpLine 1-800-443-6308 in North America (toll-free) 1- Employees making such reports will be free from any retribution, retaliation or adverse
877-319-0263 via AT&T USADirect outside North America (toll-free) E-mail: effect in their employment for making such reports. International Paper does not
ethics@ipaper.com tolerate retaliation — this is the Company’s promise in return for our employees
making such reports. Employees should also report any incident of retaliation. Any
• Director of Ethics and Business Practice 6400 Poplar Ave. Memphis, TN 38197
employee who discourages or prevents other employees from making such reports or
USA 1-901-419-4879 This number is located in the United States. Company
from seeking the help or assistance they need will be subject to disciplinary action.
employees calling from outside the United States may use Company telephones
Reports made to the HelpLine may be anonymous, at the choice of the individual
or call collect.
making the report. All reports made under these procedures will be treated as
confidentially as possible consistent with the need to conduct an appropriate
investigation. The results of the investigation report will be shared with the person
What happens if I call the HelpLine?
making the report to the extent it is appropriate to do under applicable laws.
Many employees around the world have used the HelpLine to report violations or to

Our Code of Business Ethics
What happens if someone violates our Code of Business Ethics ?

We are all responsible for living up to the high standards of ethical behavior set out in
our Code of Business Ethics, and for being accountable in all we do. When one
person fails to adhere to our Code of Business Ethics, it has th e potential to reflect
negatively on the entire Company, and that is why ethical behavior and personal
integrity are the core of our culture.
The Company investigates all reported violations of our Code of Business Ethics.
Following the investigation, the Company takes appropriate remedial action, if
necessary.

383. Sumitomo Electric Industries
CSR Report 2008 1

Compliance
1 Source: http://www.sei.co.jp/csr_e/pdf/csr2008.pdf


Compliance 1 Insert text hereCompliance Manual. In fiscal 2006, the following seminars were
organized.
Basic Concept of Compliance
To establish the compliance system of Group companies overseas, since fiscal 1999
Sumitomo Electric believes that complying with laws and regulations and maintaining Sumitomo Electric has introduced the Business Code of Conduct (BCC) to overseas
corporate ethics comprise the backbone of its management; these matters are its consolidated subsidiaries. In consultation with local lawyers, the Company has
social duties as a corporation, and form the absolute basis for the Company's prepared and provided a model BCC in compliance with the laws and regulations of
continued existence and development. In recognition of this understanding, Sumitomo each region, for respective overseas subsidiaries. As a result, nearly all overseas
Electric has developed the compliance system. Despite our efforts in this regard, in consolidated subsidiaries completed introduction of their BCCs in fiscal 2006.
February 2003 Sumitomo Electric received notice from the Japan Fair Trade Particularly regarding U.S. affiliates, compliance seminars have been held (three
Commission advising us to end a practice that violated the Antimonopoly Act. This has times since fiscal 2004) for Japanese executives and staff members assigned to those
provided us with an opportunity to thoroughly review our activities and redouble our affiliates, in order to raise compliance awareness. Since fiscal 2005, the Company has
efforts to further strengthen our compliance. also surveyed a total of 14 Group companies in the U.S., dispatching specialists
Compliance Committee appointed from outside the Company to investigate the state of organizational
administration and management. Since fiscal 2007, we have conducted compliance
Sumitomo Electric has established the Compliance Committee, chaired by the activities focusing on BCC education for local employees. We plan to survey overseas
President, as an organization that promotes measures necessary to develop and affiliates, using external specialists, in European countries as well as China and other
further strengthen the compliance system. The Committee engages in various parts of Asia.
activities, including preparing and distributing the Sumitomo Electric Employee
Compliance Manual, and organizing compliance training programs. In addition, the Speak-up System
Committee identifies and analyzes group-wide compliance risks and monitors the In 2002, the Compliance Committee established the Speak-Up System, which enables
compliance activities implemented by each department and division. For Group employees to directly report and consult on potential compliance-related issues, so as
companies in Japan and overseas, Sumitomo Electric also provides support in to identify and resolve such issues by ourselves, at an early stage. In addition to the
establishing their own compliance system, based on the outcome of the Company's Company's compliance staff, lawyers outside the Company are included as contacts
compliance initiatives. in the Speak-Up System. To address issues reported through this System, the Legal
Initiatives to Disseminate Compliance Awareness Department, which serves as the Compliance Committee Secretariat, plays a central
role in swiftly conducting investigation and taking necessary action.
Our philosophies and code of conduct, stipulated in the Sumitomo Business Spirit, the
SEI Group Corporate Principles and the SEI Group Charter of Corporate Behavior, In March 2006, Sumitomo Electric instructed Group companies in Japan to establish
form the basis of the SEI Group's compliance system. We are working to disseminate their own in-house consultation contacts. At the same time, Sumitomo Electric
compliance awareness by various means, by for example holding a variety of training decided to position outside contacts in its Speak-Up System, as outside contacts for
programs and citing comments made and actions taken by top manag ement. compliance consultation for the entire SEI Group.
Each year, we also conduct regular compliance seminars based on the contents of the
1 Source: http://www.sei.co.jp/csr_e/compliance.html

384. Electronic Data Systems
2008 EDS CODE OF BUSINESS CONDUCT 1 Gifts and entertainment that are typically okay:
• Pens
• Calendars
Exchanging Gifts and Other Business Courtesies
• Memo pads
While the exchange of business courtesies can help build business relationships, • T-shirts
accepting or providing business courtesies that are excessive or inappropriate can
harm your reputation and the reputation of EDS. You must use your judgment to • Coffee mugs
distinguish between appropriate situations that build relationships and inappropriate • Occasional lunch or dinner at a restaurant
situations that create or appear to create conflicts of interest or violate applicable law.
• A local sporting event or entertainment
The following rules, together with those set forth in the Conflicts of Interest Policy,
should guide you in accepting and giving gifts or other business courtesies.
With respect to non-government business, you may accept or offer gifts and business Gifts and entertainment that require pre-approval:
courtesies, including meals and entertainment, so long as they are customary and • Travel expenses (such as airfare and lodging) paid by a third party
commonly accepted business courtesies, not excessive in value, and given and
accepted without an express or implied understanding that the recipient is in any way • Trips or tickets to extravagant sporting events, such as the Super Bowl, the World
obligated by acceptance of the gift. Gifts that are excessive in value should not be Cup, the Masters, the Olympics, etc.
accepted or given without the approval of your leader or the Office of Ethics and • Frequent gifts from the same source, even if each individual gift is moderate
Compliance. If you have a question about the value of a gift, consult with the Office of
Ethics and Compliance. You must never ask for gifts, entertainment or any other • Gifts exchanged with government officials
business courtesies from people doing business with EDS. • Gifts exchanged between prime contractors and subcontractors on a government
See the “Bribery and Improper Payments” section of this Code for more restrictive contract
rules that apply to EDS individuals doing business with political parties, governments • Cash is never okay.
and government-owned entities (including gifts and business courtesies exchanged
between private companies that are working on a government contract as a prime
contractor and subcontractor). Anti-Money Laundering
For more information on this topic, see the Conducting Business with Government Money laundering is the process by which large amounts of illegally obtained money
Entities Policy, the Financial Integrity Policy, the Conflicts of Interest Policy and the (from drug trafficking, terrorist activity or other crimes) is given the appearance of
EDS Policy for the Prohibition of Corrupt Payments. having originated from a legitimate source. Money laundering is not limited to cash
1 Source: http://www.eds.com/about/code/downloads/conduct.pdf

transactions; it also can include, among other things, checks (including traveler’s, Ethics and Compliance can offer you guidance on the content of the Code as well as
cashier’s or third-party), money orders and all forms of electronic transfers, including EDS’ policies and business practices.
transfers of currency and securities. EDS takes seriously its obligation to help close off
At times you may want confidential advice about a business ethics dilemma. You can
the channels that money launderers use. If you observe or suspect a money
speak with a member of EDS’ Office of Ethics and Compliance by calling 972 605
laundering transaction, immediately contact Legal Affairs.
5607 or 972 605 5564. may also contact the Office of Ethics and Compliance through
Bribery and Improper Payments use of the Ethics Inquiry electronic message function on the Ethics and Compliance
Web page. All calls and Ethics Inquiry electronic messages will be treated
The laws of many countries, including the U.S. Foreign Corrupt Practices Act (FCPA),
confidentially to the extent reasonably possible. EDS prohibits retaliation in any form
and EDS policy prohibit us from directly or indirectly giving or offering anything of
against employees for seeking advice or for making good faith reports of suspected
value to government officials or officials of public international organizations for the
misconduct.
purpose of gaining business or favorable government action. Payments need not take
the form of cash to be prohibited. They may be anything of value , including gifts or You may also contact the Office of Ethics and Compliance through use of the Ethics
services. Generally speaking, small business courtesies such as reasonable Helpline by calling toll-free 1 888 337 3845 (888 EDS ETHK) if you are in the U.S. or
expenses for meals directly related to business promotion or contract performance are Canada. Callers from other countries can dial toll-free by entering their country’s
not prohibited. Determining what gift or payment may be permitted may involve access number + 888 337 3845. Click here to view country access codes. staff is
difficult legal judgments. In addition, in a number of countries there are absolute available 24 hours a day, every day, and language translation services are available.
prohibitions or very tight restrictions on gifts for any purpose to members of the
Although you are encouraged to identify yourself, you may remain anonymous when
national legislative body, their families and staff. Therefore, do not make any
calling the Ethics Helpline or when using the Ethics Inquiry electronic message
payments or give gifts related to EDS business activities to government officials,
function. Local laws may limit the use of anonymous reporting to specific types of
officials of public international organizations or members of national legislative bodies,
matters, and EDS processes incorporate these limits. Whether you identify yourself or
their families or their staff unless the transaction is approved first by Legal Affairs.
not, all inquiries and discussions will be kept confidential to the extent reasonably
In every case, we are required to maintain accurate records and internal controls. possible. Your name will be used only on a “need-to-know” basis.
For more information on this topic, see the EDS Policy for the Prohibition of Corrupt EDS’ Corporate Policies discuss many of the laws and regulations that govern our
Payments, the Conducting Business with Government Entities Policy, the Financial business, and may assist you in determining the best course of conduct in a given
Integrity Policy and the Contractor Compliance Process. situation. Please visit http://infocentre.eds.com/workplace/corp_policies to access
those policies.
Consulting Resources/Ethics Helpline
The Ethics Helpline: It is Accessible, Immediate and, if you choose, Anonymous.
If you have a question or concern, your leader or your leader’s leader is an excellent
resource. If you prefer, you can exercise the Open Door Policy, which allows you to Reporting Concerns
talk to any leader in the company about any work-related issue without fear of
If you know of or suspect a violation of EDS policy or the law, you must report it to
retribution. Additionally, you can raise your work-related issues with Human
your leader, Legal Affairs, the Office of Ethics and Compliance, or the Ethics Helpline.
Resources, Legal Affairs, or with the Office of Ethics and Compliance. The Office of

EDS strictly prohibits discrimination or retaliation in any form against employees for Canadian Code Provisions
making good faith reports.
Compliance /Discipline Bribery and Improper Payments
We are each responsible for reporting known and suspected violations of EDS policy Within Canada, governments seek to prevent and prohibit potential domestic
or legal requirements. EDS takes all reports seriously and expec ts employees to be corruption by a combination of statutes, parliamentary rules and administrative
truthful and cooperate fully with investigations. Each report is reviewed and, if provisions. The Criminal Code includes offences that prohibit bribery, frauds on the
substantiated, resolved through appropriate corrective and/or disciplinary action, government and influence peddling, fraud or breach of trust in connection with duties
which may include verbal reprimand, written reprimand or termination of employment. of office, municipal corruption, selling or purchasing offices, influencing or negotiating
Subject to applicable law, EDS will consider disciplinary action under appropriate appointments or dealing in offices, possession of property or proceeds obtained by
circumstances, including circumstances where someone: crime, fraud, laundering proceeds of crime, and secret commissions.
• Has authorized, condoned, participated in or concealed actions that violate these Internationally, Canada has actively participated in anticorruption initiatives in various
standards; international forums. In response to these initiatives, the Corruption of Foreign Public
Officials Act features the offence of bribing a foreign public official. The offence of
• Approves or disregards a violation, or through lack of diligence in supervision fails
bribing a foreign public official is added to the list of offences found in the Income Tax
to prevent or report violations;
Act to deny claiming bribe payments as a deduction. Amendments to the Criminal
• Retaliates directly or indirectly or encourages others to retaliate for reported Code enable the prosecution of possession and laundering offences in respect of the
violations made in good faith; or offences of bribing foreign public officials, conspiracy or an attempt to commit the
offence, as well as aiding and abetting and counseling others to commit the offences.
• Is uncooperative or untruthful during an investigation into any suspected violation
of this Code, any EDS policy or legal requirement Beyond compliance with these laws, each employee is expected to avoid conduct that
could appear to violate the law. Therefore, according to EDS policy, we should not
make any payments or give gifts related to EDS business activities to officials of
As part of EDS’ procedure for receiving and handling complaints or concerns, EDS Canada or other countries unless the transactions are first approved by the Canadian
has established procedures for: office of EDS Legal Affairs.
• The receipt, retention and treatment of complaints regarding accounting, internal
accounting controls, or auditing matters; and
• The confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
Such procedures are set forth in EDS ’ Financial Integrity Policy.

386. Onex
Code of Business Conduct and Ethics1 Consequences of Violation
Giving and Receiving Gifts or Benefits Breaches will be dealt with promptly and fairly in a manner that takes into account the
seriousness of the violation and the conduct of the employee in response thereto.
Modest gifts and reasonable entertainment may be given and received, where legally Self- reporting by employees is encouraged and will be given due consideration by
permitted and in accordance with local business practices, to and from persons doing Onex in dealing with any violation. Disciplinary action can include, but is not limited to,
business or seeking to do business with the Company. No gift or entertainment should an impact on the applicable individual's record or remuneration, suspension or
be of such nature or value as to constitute a real personal enrichment of the recipient termination of employment, pursuit of any and all remedies available to Onex for any
or to create an obligation on the part of the recipient, or as would reflect unfavourably damages or harm resulting to it from a violation, and referral to the appropriate legal,
on the Company or the donor or recipient if subjected to public scrutiny. However, regulatory or law enforcement body.
Onex recognizes that employees have personal relationships outside the Company
and that there are many circumstances in which personal and business relationships It is ultimately the responsibility of the Onex board of directors to monitor compliance
may overlap. Employees are encouraged to be thoughtful with respect to gifts given with this Code. The monitoring of compliance is achieved through systems and
and accepted in the context of those relationships to ensure that they are appropriate, processes implemented by Onex management that are designed to result in wide
and would reasonably be perceived as appropriate, in the circums tances. dissemination of the Code, to encourage compliance with its provisions and to
facilitate the reporting of actual or suspected breaches. Such breaches are
Cash or equivalents are not to be given or accepted. Employees must not give or investigated by management as appropriate and, depending upon the nature of the
accept bribes, directly or indirectly, under any circumstances. breach and other relevant circumstances, either dealt with by management with the
Consultation and Reporting results reported to the board or referred to the board for further action.
Employees should report all violations of law, regulation or this Code of which they
become aware to any one of his or her company's chief financial officer, other senior
financial officer (in the case of Onex Corporation, the Vice-President, Finance) or
general counsel. Similarly, any employee who is unsure as to whether a violation has Corporate Governance²
occurred or who needs guidance as to whether to take a particular action that may be,
Whistleblower Policy
or may appear to be, a violation, should consult any of those individuals.
Onex’ Whistleblower Policy applies to the Company and each of its operating
No individual who reports a violation or potential violation or who cooperates in the
subsidiaries. Whistleblowing procedures are designed to encourage employees to
investigation of a violation or potential violation will be subject to harassment,
report or raise concerns or complaints regarding accounting, internal accounting
discipline or retaliation as a result of such report. Employees should have regard to
controls or auditing matters or any other actual, potential or perceived wrongdoings
the Company’s Whistleblower Policy for details as to how to report a concern,
relating to or involving the business and operations of a company. Such wrongdoing
including the procedure for confidential, anonymous reporting, and the protections to
may include any act or omission concerning, for example, a violation of any law or
which they are entitled in making such a report.
regulation or the misuse of company funds or assets.
1 Source: http://www.onex.com/Code_of_Business_Conduct_and_Ethics.aspx
²Source: http://www.onex.com/Whistleblower_Policy.aspx

Onex’ Whistleblower Policy is intended to encourage and enable employees and

others to raise serious concerns with the comfort that they will not suffer any adverse
consequence and that the concern will be appropriately received, considered and
investigated. No officer or employee of the Company who in good faith reports an
accounting irregularity or wrongdoing will suffer harassment, retaliation, discipline or
adverse employment consequence.

387. KT
KT 2007 Corporate Social Responsibility Report 1 making a visit in person. People who make such reports are assured of strict
confidentiality and their identities are protected. They may also receive a reward of up
Ethical Management to KRW 50 million. Employees or partner companies guilty of wrongdoing are held
accountable for their actions. In 2007, the number of disciplinary actions taken against
Employees Presented with Guidelines on their Conducts employees due to violating ethics regulations was 31.
To present employees with clear guidelines of conducts to help them make rational Clean 365 Center
judgments, KT has enacted and announced its new “Code of Ethics” in January 2003. The Clean 365 Center was set up to protect employees and preserve corporate
It went further; establishing standards for implementing corporate ethics by integrity. It allows workers to report the incident and return the bribery items if they
formulating detailed “Guidelines on Conduct for the Implementation of the Code of have involuntarily received money or gifts while carrying out their duties.
Ethics” in order to ensure employee compliance with ethical standards. The
information is posted on the ethical management homepage to help employees Clean Zone designation
understand and adhere to the company’s ethical standards. KT also distributes a The risk of wrongdoing is higher in certain functions like purchasing, placing orders,
handbook on ethics to provide guidance to employees. signing contracts, conducting reviews and selecting partner companies. Because
Ethical Management Training ethics are particularly important for departments handling such activities, they are
designated cleanzones (207 departments as of the end of 2007). Employees in clean-
KT offers a wide range of training programs to encourage employees to partake in zones pay greater attention to observing ethical standards and rooting out wrongful
ethical management. Moreover, we are steadily expanding ethics training practices.
opportunities for our subsidiaries and partner companies.
Special agreement on ethics for partner companies
Every year, newly-recruited and newly-promoted employees are required to complete
an ethical management course at the company’s training center. In addition, all The special agreement stipulates forms of unethical conduct and penalty imposed for
employees receive basic ethics education through a cyber training course. Training is violations to promote clean and transparent transactions between KT and partner
also provided to KT’ s business partners, including its partner companies, sales companies. All companies that engage in business transactions with KT are required
centers and agencies, to promote participation in ethical management by making use to sign the agreement.
of such opportunities as management consulting and business meetings. Periodic campaigns to promote an ethical culture
Support Programs for Ethical Management Implementation KT carries out various activities to promote an ethical culture among employees and
partner companies to coincide with special occasions such as the major holidays. The
Diverse reporting channels red face test (employees’ self-analysis of ethics awareness) is conducted on the first
workday of each month and ethical management e-messages(flash animation) are
Customers, partner companies and employees may report or make suggestions on sent out on special occasions.
ethics violations, wrongful practices or policies through variou s channels. These
include the Cyber Reporting Center, e -mail, counseling center, mail, telephone, or
1Source: http://event.kt.com/kthome/event/20070810/kt_2007csr_eng_low.dpf .pdf

388. Tesoro
Tesoro`s Code of Business Conduct1 organization. Gifts of modest value can be given, for instance, to acknowledge
good service, to motivate performance, or to promote Tesoro’s products and
Conducting Our Business services.
Gifts may be given if:
Gifts, Hospitality, and Entertainment
- There is a sound business purpose.
In Brief
- They support our corporate strategy.
A gift can be anything of value, including goods, services, favors, meals, trips,
hospitality, and sports or entertainment tickets. Gift giving can be a part of conducting - Your supervisor authorizes them.
business. However, giving and accepting gifts may — or may appear to — - They are within approved budgets.
compromise your independence and objectivity.
• Receiving Gifts
This perception can damage your good name and our standing in the business
community. Ask yourself if a gift that you are offered looks like an attempt to sway your
judgment. You should not accept a gift from someone doing — or wanting to do
We follow two primary rules when it comes to giving or receiving gifts: — business with Tesoro, if this is an attempt to improperly influence your
• A gift, favor, or entertainment should not be given or accepted if it will obligate or decisions. Generally, you may receive infrequent gifts of modest value. You can
appear to obligate Tesoro or you. accept promotional items, such as pens, note pads, or coffee mugs.
• No gift should be exchanged if it could jeopardize our image or reputation. • Government Relationships
Most government agencies do not allow their employees to accept even nominal
gifts. Avoid giving any type of gift to federal, state, or local government
You should review Tesoro’s Gifts Policy (10.20.005) on our intranet site, and comply employees.
with our policy limits on the value of gifts offered or received. This policy establishes
approval requirements for gifts of any kind.
Key Points In Action
• Giving Gifts • If you have any questions about giving or receiving gifts, contact the Business
Conduct Office or our Compliance Officer and General Counsel for advice.
We compete solely on the merits of our products and services. You should not
give any gift if, under the circumstances, this raises questions about its propriety. • Ensure that meals and entertainment have valid business purposes.
We may provide gifts, meals, and entertainment of reasonable value in the • It is never acceptable to give or receive a gift of cash.
course of doing business with commercial customers or non-government
personnel, provided this practice does not conflict with our standards or the • Make sure the vendors and suppliers with whom you do business are familiar
standards of the recipient’s with our rules on gifts, hospitality, and entertainment.
1 Source: http://www.tsocorp.com/stellent/groups/corpcomm/documents/tsocorp_documents /061357.pdf

Sensitive Payments • Never hide a payment or falsify business records.

• Inappropriate or questionable payments made through an intermediary are just as
In Brief unacceptable as those that are made directly.
We believe customers should choose our products and services because of their • Never establish any secret, “off the books,” or unrecorded funds, assets, or
intrinsic value, not because they received something extra from us. transactions.
You must never offer anything of value to obtain an improper advantage when • Agents who represent Tesoro outside of the United States must comply with our
conducting Tesoro’s business. We prohibit kickbacks, bribes, and payoffs. This Code of Business Conduct.
includes the giving or accepting of money, fees, gifts, favors, or anything of value
provided directly or indirectly in return for more favorable treatment.
Key Points Using this Code
It is just as wrong to offer a kickback as it is to accept a bribe. Never accept anything
Speaking Up to Get Answers
from a vendor or supplier in exchange for favourably considering their product.
Remember, your good judgment is not for sale. Most of us have faced a difficult situation where the right course of action was hard to
determine. Perhaps the facts were complex. Perhaps a “good” choice was just not
All countries prohibit bribery of their public officials. Many countries, including the
obvious. Perhaps your personal interests were inconsistent with the best interests of
United States, also prohibit bribery of officials of other count ries. Generally, these laws
Tesoro. Maybe you did not have the information you needed to make an informed
prohibit giving anything of value to foreign officials or their family members for the
choice.
purpose of obtaining business. At Tesoro, our policy extends beyond these laws. You
may not make an unauthorized payment, concession, or bribe to government officials When you understand our expectations for legal and ethical conduct, you can handle
or employees or to private parties engaged in a commercial transaction. most situations. You can act with confidence. However, this Code will not give you an
answer for every situation. No code can do that. When you are unsure about the right
In limited circumstances in some countries outside of the United States, you may need
course of action, discuss the situation with your supervisor. If that is uncomfortable or
to pay a government official to obtain a benefit to which Tesoro is entitled under local
impractical, get help.
law. These facilitating payments must be modest in amount and necessary to achieve
a valid business purpose. Never make a facilitating payment without first consulting When you see or hear something that you believe is improper, contact one of these
the Legal Department. If you must make a facilitating payment, be sure to record and resources. When you speak up, you help to prevent misconduct and correct problems.
account for it properly. We will not tolerate retaliation against anyone who needs help, asks questions, or
reports concerns about workplace conduct.
In Action
You have several avenues to get advice:
• Don’t make payments or give gifts that are intended to increase the volume of
business that customers do with Tesoro. • Your supervisor or manager
• Human Resources

• Code of Conduct Helpline at 1-877-782-3763 Helpline is an important way for you to get answers to your questions or report
concerns. Our Helpline is available 24 hours a day, 7 days a week and may be
• Business Conduct Office
contacted directly at 1-877-782-3763. An independent third party will take your call,
• Compliance Officer and General Counsel listen, and ask questions about your concern. You will receive a unique number and
date so that you can follow-up on your call. A report of your call is promptly forwarded
to the Business Conduct Office for action.
Contacting the Business Conduct Office
All calls to the Code of Conduct Helpline are confidential. Our goal is to answer your
Our Business Conduct Office is a company-wide resource where you can get help questions and to handle issues fairly and consistently. We will make sure that reports
with business ethics and compliance. If you have a question, want to express a of improper conduct are thoroughly investigated. We will take appropriate action to
concern, or report a possible violation of law or our policies, contact the Business resolve each reported matter.
Conduct Office by e-mail at business.conduct@tsocorp.com. Often, this Office can
When you contact us, you may remain anonymous. Sometimes, it may become
provide you with immediate advice. If your issue requires additional attention, they will
necessary to know your identity in order to resolve your concern. We will tell you when
keep you informed of progress on your question. You can also call the Code of
that is the case.
Conduct Helpline at 1-877-782-3763.
You should call the Code of Conduct Helpline when:
Our Business Conduct Office reports directly to the Compliance Officer and General
Counsel, who meets regularly with the Audit Committee of the Board of Directors. If • You have a question about ethics, business conduct, or compliance.
you have concerns or complaints regarding questionable accounting, auditing, internal
• You want to report a suspected violation of the Code, the law, or a Tesoro policy.
controls, or other financial matters, you are expected to report your concerns to the
Business Conduct Office or the Code of Conduct Helpline. • You have a concern or information regarding questionable accounting or auditing
matters.
You may also contact our Audit Committee Chairman directly by writing to:
• You tried to raise a concern but did not receive a response.
• Chairman
The Audit Committee • You are uncomfortable reporting an issue through other channels.
300 Concord Plaza Drive
• You believe management may be involved or will not be impartial.
San Antonio, Texas 78216-6999
• You don’t know where to go to get the information you need.
• You want advice before you act.
A Culture of Compliance
Calling the Code of Conduct Helpline

Calls to the Helpline are Confidential
Each day you make choices that are critical to our success. Our Code of Conduct

Prohibition Against Retaliation
It is Tesoro’s obligation to protect you from retaliation. When you step forward to
report something you believe is unethical or illegal, we will investigate and address the
problem. Individuals who raise concerns in good faith or who hel p to resolve reported
matters are protected against retaliation. Good faith does not mean that you are
always right. It does mean that you sincerely believe that you are telling the truth.
Anyone who misuses this program will be subject to disciplinary action.
Disciplinary Action
Violations of the law, this Code, or our policies can have severe consequences.
Violations can jeopardize our relationships with customers and suppliers, and could
result in loss of our ability to do business. Anyone who violates the law, this Code, or
our policies is subject to disciplinary action up to and including termination.

389. Cemex
2006 Sustainable Development Report1 Ethics Committees received 124 reports on alleged violations to the code from our
pre-RMC operations in 2006, 11 of them related to discrimination. We have resolved
GOVERNING AND MANAGING OUR BUSINESS 60%, 32% are in progress, and 8% were rejected. We constantly improve the way we
manage and report cases of unethical behavior.
Our Code of Ethics and Business Conduct We take all alleged violations of our Code of Ethics seriously. In one case, a
Our employees must carry out their work according to the highest ethical standards. supervisor was reported for use of inappropriate language, verbal harassment, and
All our employees receive a copy of our Code of Ethics, which guides our conduct and the unfair dismissal of an employee. Following investigation, the employee was
explains our expectations for: reinstated in a different area. The supervisor received a formal warning and the case
was recorded in his personal file. In a second example, employees reported fraud
• Relationships with stakeholders committed by a supervisor who had taken kickbacks from customers. The supervisor
• Workplace safety, health, and environmental responsibility was dismissed, and an investigation is taking place to establish whether other people
were involved.
• Protection of confidential information
We have designed an online learning program for the Code of Ethics, to provide
• Conflicts of interest consistent training for employees worldwide. We run classroom training courses for
• Financial controls and records Ethics Committee members and business unit Ethics Committee Administrators. In
2006, seven courses were available in total, including two on Sarbanes-Oxley. A total
• Preservation of assets of 710 employees received an average 3.8 hours of training each. We have launched
the code in all new operations and expect statistics on implementation and
compliance to be available in mid-2007.
A corporate-level Ethics Committee oversees the code and is the highest authority on
ethical matters. Ethics Committees at business unit level, comprised of senior
executives, are responsible for implementing the code and ensuring compliance within
their sphere of influence.
Cemex Code of Ethics and Business Conduct²
We have a single code for our company and are implementing it in our new
operations. In 2006, we adapted the code and the various tools that support it for our CUSTOMER RELATIONS AND FAIR DEALING
European businesses, to take into account the different cultures and legal
requirements in which they operate. For example, in France and Germany we agreed
Gifts, services, and other courtesies
on changes to the procedure for reporting violations of the code with workers’
councils, and adapted our secure website to comply with data protection laws. Gifts, services, and other courtesies for the benefit of current and potential customers
are allowed only for legitimate business reasons. In all cases, such courtesies must be
Our employees are required to sign the code electronically. In our pre-RMC
lawful and require written authorization from the giver’s immediate supervisor. Any
operations, 90% of executives and 43% of all employees have signed the code. The
resulting expenses must be specifically recorded in exact accordance with established
1Source:http://www.cemex.com/sr2006/eng/pdf/CX06SR_English.pdf
²Source: http://www.cemex.com/ic/pdf/Codigo_de_Etica_Ingles.pdf

company procedures. his or her area. Employees will not request or accept donations for charitable or other
altruistic purposes from current or potential suppliers unless CEMEX, in collaboration
Employees are not allowed to seek or structure negotiations on the basis of any gift,
with other companies, decides to support campaigns oriented to specific needs.
service, or other courtesy from a customer.
With the exception of legitimate promotional materials, services, or other courtesies in GOVERNMENT RELATIONS
line with standard business practices, CEMEX employees are not allowed to accept
gifts or other courtesies from customers. If accepted, such courtesy requires the Relations with government officials
approval of the recipient’s immediate supervisor and, most importantly, must not
Before the first business contact with a government or any of its agencies, CEMEX
compromise or appear to compromise any negotiations.
employees will ensure that they are authorized to interact with government officials on
CEMEX’s behalf.
SUPPLIER RELATIONS AND FAIR DEALING
Gifts, services, and other courtesies for the benefit of any government agency, official,
Gifts, services, and other courtesies or employee are allowed only for legitimate business reasons. In all cases, such
courtesies must be lawful and require written authorization from the giver’s country
Gifts, services, and other courtesies for the benefit of current or potential CEMEX
manager. Any associated expenses must be specifically recorded in exact accordance
suppliers are acceptable only if they are given for legitimate business reasons. In all
with established company procedures.
cases, such courtesies must be lawful and require the written consent of the provider’s
immediate supervisor. CEMEX employees will never promise, offer, commit, pay, lend, give, or in any other
way transfer, either directly or indirectly, any part of the company’s assets to a
Any associated expenses must be specifically recorded in exact accordance with
government agency, official, or employee if such contribution is unlawful or intended
established company procedures.
for an illegal purpose. Lawful contributions require due authorization by the relevant
Employees are not allowed to seek or structure a negotiation on the basis of any gift, country manager.
service, or courtesy from a supplier.
CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES
CEMEX employees are not allowed to receive gifts, services, or other courtesies from
suppliers, except for legitimate promotional materials, services, or other courtesies in Gifts, services, and other courtesies
line with standard business practices. If accepted, such courtesy requires the written
consent of the recipient’s immediate supervisor and, most importantly, must not CEMEX employees may not accept courtesies of any kind that may compromise, or
compromise or appear to compromise any negotiations or create an expectation of appear to compromise, their decision-making on current or future negotiations.
personal obligation. Employees may, however, accept promotional courtesies that are lawful and
acceptable common business practices if such courtesies are authorized by their
CEMEX employees may not request, negotiate, or accept discounts or courtesies
immediate supervisor. CEMEX employees may offer gifts, services, and courtesies on
from suppliers for their own or others’ benefit unless such action is a generally
behalf of the company as long as such courtesies are lawful, are authorized by their
accepted business practice between the company and its suppliers and the recipient
immediate supervisor, and correspond to the company's interests. Any expenses
secures the written approval for such courtesy from the senior vice president/head
incurred for this purpose must be specifically recorded in exact accordance with legal
(director) of

requirements and established company procedures. concerns about violations of the Code to one of the following persons, departments, or
bodies:
It is forbidden to seek or condition a negotiation on any kind of gift, service, or
courtesy. • Immediate supervisor
Bribes and/ or coercion • Human Resources Department or Legal Department
Bribes and coercion are unlawful under any and all circumstances. Members of the • Business Unit Ethics Committee
company who are offered bribes or are coerced in their work relations, whether inside
or outside the organization, must report the situation immediately. Employees are also
accountable for reporting coercion or bribery if they are aware of such pressure being Any concern about violations of the Code by the Chief Executive Officer and members
exerted on others in the company. of the CEMEX Ethics Committee should be reported promptly to the Audit Committee
of the Board of Directors.
MANAGEMENT OF THE CEMEX CODE OF ETHICS AND BUSINESS CONDUCT
Violations or suspected violations in accounting, internal financial controls, or auditing
Procedures for inquiries, suggestions, and reports matters should be reported directly to the Audit Committee of the Board of Directors
through a secure website accessible through a link published in CEMEX Plaza.
CEMEX encourages all officers, directors, and employees to report any suspected
To learn more about how to submit inquiries, suggestions, and reports please read the
violation. The company will thoroughly investigate all good-faith reports of violations.
related procedure published in CEMEX Plaza.
CEMEX will not tolerate any kind of retaliation for reports or complaints of misconduct
Consequences
that are made in good faith. Open communication of issues and concerns by all
officers, directors, and employees without fear of retaliation is vital to the successful By putting our values into practice everyday, we benefit ourselves and others. CEMEX
implementation of the Code. encourages ethical behavior. Unethical employee behavior will require CEMEX to
enforce disciplinary measures, which may include termination of employment, in
CEMEX employees are required to cooperate in internal investigations of misconduct
addition to any actions, obligations, or sanctions that may be required by or that may
and unethical behavior. Any information supplied in regard to a particular case will
result from the enforcement of applicable law.
receive expeditious, professional, and confidential treatment.
CEMEX supervisors are responsible for exemplifying CEMEX’s values; they must
The Code is applicable throughout the organization. Every employee is required to
recognize their colleagues when appropriate, or take timely and appropriate
follow and enforce the guidelines established in the Code. Toward this end, the
disciplinary action in case of improper behavior.
company has established different communication channels for CEMEX employees to
ask questions, give suggestions, and inform of cases in which CEMEX’s values have Each employee should encourage other employees to abide by the CEMEX values
been actively promoted, as well as, to report incidents and submit evidence of and guidelines of the Code. An employee’s failure to comply with the Code will be
inappropriate conduct. Situations that may involve a violation of the Code are not considered misconduct and may subject that employee to disciplinary action.
always obvious or easy to resolve. CEMEX employees are expected to report any

390. Standard Chartered Bank
Sustainability Review 20071 countries in 2007, with enhanced reporting procedures for exceptional transactions
implemented in more than 25 other countries.
Tackling Financial Crime
Despite such automated systems, the vigilance of our staff remains critical. Our
employee induction programmes make these responsibilities clear to new recruits.
A trustworthy partner
The Bank now passes several thousand suspicious activity reports to the relevant
“The Bank’s reputation for being a trustworthy partner depends on its exemplary authorities every year.
governance and ethical standards. A tough stance on tackling financial crime (money
laundering, terrorist financing, fraud and corruption) is essential in maintaining strong In 2007, the Bank completed a programme to enhance payments screening in all
partnerships. ” processing centres and to improve its ability to identify transactions that may be linked
to a terrorist suspect.
Criminal activity related to financial services not only affects the Bank’s business, but
also hurts our customers and the communities where we do business. It can The Bank works closely with regulators, other banks and industry bodies, such as the
undermine the sustainability of our own growth and, by fuelling poverty and inequality, Wolfsberg Group, to ensure that its AML control framework continues to reflect
that of the economies we operate in. international best practice.
International Monetary Fund (IMF) estimates suggest that money laundering globally The Bank has also contributed to the development of new laws and industry
accounts for between two and five per cent of the world’s GDP annually,1 so tackling guidelines in several countries, such as ‘Know Your Customer’ and transaction
the threat is a major challenge for the entire financial sector. The banking industry disclosure requirements issued by the South Korean authorities and the new Hong
needs to respond to this threat through industry-wide cooperation and constructive Kong industry guidance. In early 2007, the Bank joined representatives of the Basle
partnership with governments. Committee to train regulators from across Africa, who are in the process of
implementing their own AML standards.
Standard Chartered monitors financial crime risk management through the Audit and
Risk Committee and specialist Group and business committees at various levels We recognise, however, that AML is a fastevolving field. In late 2007, we engaged the
including on -the-ground Country Operational Risk Groups. services of the Promontory Financial Group, a leading consultancy, to ensure we keep
pace with developments, continue to meet the expectations of our regulators and stay
Anti-money laundering (AML) and terrorist financing at the forefront of international best practice. We plan to refine our AML operating
Money laundering is the process through which the proceeds from crime are disguised model based on their recommendations in 2008.
and concealed. At each stage of our operations, Standard Chartered strives to Fraud and corruption
minimise the risk of our products and services being used by money launderers.
During 2007, we launched revised, more risk-based, ‘Customer Due Diligence’ (CDD) Aside from the obvious financial impact on the Bank itself, we have a wider
standards across Consumer Banking. responsibility to protect customers from fraud and to contribute to the security and
stability of the financial sector.
Once an account is opened, the Bank uses sophisticated systems to detect suspicious
transactions. The Norkom transaction monitoring system went ‘ live’ across eight more While fraud levels in the Bank have remained stable in recent years (indeed, they
1 Source: http://www.standardchartered.com/_documents/2007-sustainability-review/sc_2007_sustainabilityReview.pdf

have fallen relative to the size of our business), we remain on our guard against new Reject bribery and corruption
methods of attack and strive to reduce our losses. Like the Bank’s AML regime, our
approach to fraud reduction uses a series of preventive barriers from front-line You must not give or accept bribes nor engage in any form of corruption
controls to a risk-focused internal audit programme.
Why is this important?
To reduce the risk of employee fraud, in early 2007, the Group rolled out new
Bribery and corruption damage our business and conflict with our values. We oppose
procedures for staff screening and vetting at the point of recruitment. The Bank also
all forms of bribery and corruption because it is illegal and dishonest, and damages
reviewed its ‘Speaking Up’ programme, which provides employees with a confidential
the countries and communities where it occurs. You are in breach of the Code of
channel to raise concerns they may have about possible malpractice, with an aim to
Conduct and also liable to criminal prosecution if you engage in such practice.
combat corruption. In 2007, over 25 reports were made, which helped the Bank to
improve controls and reduce fraud. What must you do?
1. Do not offer or give any kind of personal payment, benefit or improper advantage
to government officials or others with decision-making power or influence over
any aspect of the Group’s affairs.
Group Code of Conduct1 2. Do not offer to pay a customer or potential customer for their business.
The Code and how to use it 3. Do not request or accept any kind of personal payment, benefit or other improper
The Code of Conduct sets out the standards of behaviour expected from all of us advantage.
employed in any company within the Standard Chartered Group. All members of staff, 4. Comply with the Group Gifts and Entertainment Policy.
contractors, sub contractors, secondees, temporary staff and voluntary workers are
bound by the Code.
The Code provides a quick reference guide; it does not replace the relevant Policies You must immediately report to Compliance & Assurance any suspicion or knowledge
and Procedures. It is important that you familiarise yourself with all Policies and about anyone seeking or offering personal payments, benefits or other favours in
Procedures applicable to your role. contravention of the Code.
Failure to follow the Code may result in breaches of law, regulation, Group standards Avoid being compromised by gifts and entertainment
and reputational damage. It may also lead to disciplinary action, which could lead to
your dismissal. You must not offer, give or accept inappropriate gifts or benefits to or from third parties
Copies of this Code are available on SCyBernet. The relevant Policies and Why is this important?
Procedures documents can be accessed via this route. If you have any questions
about the Code, you should contact Compliance & Assurance. Gifts, business entertainment or other benefits are a part of commercial life in many
1 Source: http://files.shareholder.com/downloads/STANCHAR/550580708x0x29458/C76F34A6-6B78-4144-A450-639CFEEB9CFC/Group%20Code%20of%20Conduct.pdf

countries. They are also often part of traditional festive occasions. However, problems accepted. The gift or entertainment will then be dealt with in accordance with local and
arise when they compromise – or appear to compromise – normal commercial Group standards. Normally this means it will be donated to a staff member or charity
relationships between the Group or its staff and customers, vendors and other event.
stakeholders. The Group Gifts and Entertainment Policy details procedures relating to
gifts and entertainment. Breach of this Policy can lead to severe reputational damage Speak up
and is potentially illegal.
You must Speak Up if you suspect any actual or planned behaviour that may break
Gifts and entertainment are not permissible unless they are reasonable in value, any laws, regulations or Group standards
consistent with established market practice and appropriate to the occasion in the
What is Speaking Up?
context of local custom and cost of living. Gifts and entertainment must not be, nor be
perceived to be, an inducement for business. Speaking Up describes our individual responsibility to report in confidence, actual or
suspected misconduct, malpractice and illegal or unethical behaviour by informing
What must you do?
senior management of our concerns. It is an essential part of our values and our
1. Ensure that all gifts and entertainment given to or received from third parties, are brand promise – Leading by Example to be The Right Partner.
approved and recorded in the department’s Gifts and Entertainment Register.
2. Do not offer gifts and entertainment to government officials, employees of
The Group is committed to maintaining an ethical culture, one of integrity and
regulatory bodies and employees of majority-government-owned entities without
compliance with laws, regulation and Group standards; we also want to avoid control
pre-approval of Compliance & Assurance.
breaches that could lead to fraud. The Group encourages the practice of Speaking Up
3. Do not receive or offer a cash gift unless it is of small value and is part of a by providing staff with confidential and secure means to raise genuine concerns.
traditional festive custom.
More details can be found in the Speaking Up Guide.
4. Do not offer gifts and entertainment that contravene the Group Gifts and
What must you do?
Entertainment Policy.
There are three ways of Speaking Up
5. If in doubt refer to WB/CB Gifts and Entertainment Committee or Compliance &
Assurance. 1. Talk to your line manager and/or Compliance & Assurance.
2. Email your concerns to speaking.up@standardchartered.com. Details are
contained in the Speaking Up Guide.
Read and understand chapter 2 of the Code – Reject bribery and corruption – to
ensure that any gifts or entertainment are appropriate and could not be viewed as a 3. If you wish to remain anonymous, you can send your concern to
bribe or part of a corrupt practice. shareholder.com, an independent organisation. They will forward the information
on your behalf to the Group but completely protect your anonymity. Visit
If you believe that refusal of a gift or entertainment is not possible, you should
http://www.openboard.info/stan for more information.
promptly inform your manager AND Compliance & Assurance, ideally before it is

You do not have to be 100% sure before Speaking Up. If you have a genuine 3. Report suspicious activities immediately to your line manager. For suspected
suspicion, you should Speak Up and explain your concerns. These will be recorded, money laundering, your Country Money Laundering Prevention Officer (CMLPO)
reviewed, and where appropriate, promptly investigated. Feedback will be given should be informed.
provided your name is known. The Group will not tolerate the victimisation of anyone
who Speaks Up. However please note that Speaking Up is not a mechanism to raise
general complaints nor should it be used maliciously or in bad faith. Failure to follow this Code
Combatting financial crime Failure to follow this Code of Conduct will be treated very seriously by the Group and
may lead to disciplinary action. This could result in dismissal.
You must comply with laws, regulations and Group standards on money laundering,
In any disciplinary situation the Group may:
terrorist financing and fraud prevention
1. Involve external authorities where external regulations have been breached.
2. Involve the police if a criminal offence may have been committed.
The Group recognises the critical importance of protecting the integrity of the global
financial system by managing the risks arising from laundering the proceeds of crime,
including child pornography, financing terrorism and aiding corruption. Financial crime
can severely damage our brand and the communities in which we operate; it
undermines our business and exposes us to severe penalties. It is also illegal. Building a sustainable business 1
We cooperate with governments, regulators and other financial se rvices providers to Our changing world
safeguard customer accounts from fraud and to help combat organised financial
crime. We must also comply with local anti -money laundering laws and regulations. The world in which our business operates is changing rapidly. We live in a world of
finite resources, faced with global challenges of climate change, terrorism, corruption
What must you do? and pandemics capable of affecting millions. Many of these challenges are complex
You must always be alert and recognise that we are all part of the fight against and interrelated and as a business we recognise that we must ensure that our impact
financial crime. To do this you must: on the world around us is positive. In doing so we must work closely with
governments, customers, and other key stakeholders to ensure that we can continue
1. Ensure that you participate in all required training and awareness programmes. to be a successful company for another 150 years.
2. Establish the identity of our customers from reliable evidence as described in the
global Customer Due Diligence (CDD) procedures for Wholesale Banking and
Consumer Banking. Know enough about our customers to identify transactions
which are inconsistent with their business or personal status, or which do not
match the normal pattern of activity for which the account was set up.
1 Source: http://www.standardchartered.com /_documents/building-sustainable-business/sc_buildingSustainableBusiness.pdf

Our Core Sustainability Themes
Tackling financial
Corruption and financial crime continue to outpace international cooperation to fight it,
with annual estimates crime of the cost of money laundering exceeding USD $500
billion2. Bribery, corruption, fraud and financial crime affect the ability of economies to
grow and develop, and impact the communities we operate in by fuelling poverty and
inequality. Our response stems from our own code of conduct but is relevant to our
approach to tackling financial crime though our monitoring activity and lending.

391. Chubu Electric Power
CSR Report 2008 1 compliance programs.

Hotlines in Operation
Ensuring Compliance
In December 2002, hotlines were set up as points of contact regarding compliance
Compliance Promotion System issues at Chubu Electric Power, and in April 2004, we set up joint hotlines as contact
points for the Chubu Electric Power Group.
Under the leadership of Chubu Electric Power’s Compliance Committee (established
in December 2002 and chaired by the president), we are building systems for the With the enactment of the Whistleblower Protection Act in April 2006, we expanded
promotion of compliance throughout the company. We have formulated the Chubu the scope of the hotlines to allow use by temporary workers and business partners as
Electric Power Declaration of Compliance, the Eight Action Guidelines, and other well. Efforts are underway to upgrade this system as it continues in operation.
guiding statements, and are developing autonomous programs in every division and The hotlines are an important mechanism by which the company can comprehend its
office of the company. We are also conducting a broad range of programs designed to own problems and work to make improvements itself. We will therefore make every
enlighten and educate employees. Specifically, we distribute a booklet documenting effort to respond properly to matters that arise.
sample situations where compliance action is needed, and provide training for
compliance leaders as well as training programs specific to each class of employees Non-Compliance Events at Power Plants and Remedial Action
and each place of business. We have a grassroots initiative for frontline proposal of
ideas and solutions that has been underway since fiscal year 2006. Measures are Tracking the Occurrence of Non-Compliance Events
being implemented to hear the voices of people in the workplace in order to find
solutions to issues in our ongoing work. Starting in fiscal year 2007, we have also had Since the autumn of 2006, cases of falsification of data and inappropriate or
a new program to encourage autonomous activities by training Compliance Instructors insufficient procedures have emerged as problems at the various electric power
(CIs) who are assigned to all the divisions and regional offices. companies in Japan. Chubu Electric Power conducted a painstaking survey and found
that, although no events compromising security had occurred, a total of 40 non-
We will make use of these CIs for the promotion of even more autonomous activities. compliance events (unacceptable acts and events) were confirmed to have taken
Ensuring Compliance in the Chubu Electric Power Group place. (This was announced in March 2007.)
The Chubu Electric Power Group has been working in a comprehensive manner to Countermeasures Prevent Recurrence
ensure compliance in all our companies, and we established the Chubu Electric A detailed analysis of the causes of these noncompliance events was carried out.
Power Group Compliance Council for that purpose in April 2003. Under the guidance Corresponding measures to prevent their recurrence were then formulated
of this council, the Group companies have been building compliance systems and systematically, and action plans were drawn up to promote those measures in specific
promoting programs for heightened awareness of compliance. detail. (These steps were taken in April-May 2007.)
Chubu Electric Power has also been dispatching trainers to Group companies and These measures are classified under the following three pillars:
holding training sessions with Group company participation. In these and other ways,
we are working to upgrade our support and provide further reinfo rcement for • Spread / reinforce the importance of compliance (Increase awareness of
individuals)
1 Source: http://www.chuden.co.jp/english/corporate/pdf/csrreport2008.pdf

• Create a mechanism for a well ventilated communications (Improvement of

organizational climate)
• Apply a mechanism that does not cause incongruous phenomena (Improvement
of organizational structure)
Implementation and Evaluation of Recurrence Prevention Measures

Measures to prevent recurrence are not implemented solely by the power generation
divisions. The entire company takes part and the measures are implemented laterally
across all divisions of the company, with information shared among all the divisions
concerned. The status of implementation and entrenchment of such preventive
measures will be evaluated on a regular basis and the results will be utilized to make
improvements. We will also conduct audits and take appropriate actions to correct any
problems we may find.
Commitment to Continuing Improvement
The Assessment/Inspection Committee and the Compliance Committee confirmed
that, as a result of these actions, progress had been achieved according to plan under
nearly all countermeasure headings during fiscal year 2007. These findings were
announced in April 2008.
The status of implementation of the main compliance measures is as shown in the
table below. Steady progress is being made in establishing widespread awareness of
compliance, as well as in creating mechanisms for open communica tion and
improving arrangements to prevent the occurrence of noncompliance events. We
evaluate this positively, and consider that the recurrence prevention measures are
functioning effectively.
We are committed to the steadily continued implementation and dissemination of
these recurrence prevention measures into the future. Chubu Electric Power is fully
engaged in the endeavor to further promote "the building of a corporate culture
founded on compliance," and "the improvement of corporate structure to prevent the
occurrence of non -compliance events."

392. Accenture
Code of Business Ethics: Our core values in action 1 services. We follow Policies 1327 and 1221 when we hire agents. We recognize and
exercise even greater caution where we see warning signs that an arrangement or a
A Message from Our Compliance Officer payment may be improper. If you see a warning sign, contact your local Legal
When we live our core values we make good decisions. Our Code of Business Ethics representative for help.
guides how to behave according to those values. For those situations in which it is It is simple: Accenture will not pay bribes or make improper payments to obtain new
clear how to apply the law or our policy, we have zero tolerance for violations. In the business, to retain existing business or to secure any improper advantage. And we will
more difficult situations that involve hard judgments between competing values, we not use others to do things we cannot. Accepted local business practices that ignore
expect all of our people to get assistance and involve others to help make good or even condone bribery are irrelevant. Our company's standards may be higher than
decisions. Accenture investigates alleged violations of our Code and policies, and we local law (although bribery is illegal in every country where Accenture operates), and
discipline violators, including terminating their employment whe re appropriate. all Accenture people must adhere to these standards, regardless of work location.
Acting ethically is your personal responsibility. Employees who come forward with Remember, even if our competitors may be doing it, Accenture’s expectations are
concerns play an important role in maintaining our ethical workplace and high- clear:
performance business. If you have questions about the Code, contact the Ethics and We will not tolerate any violations of this policy.
Compliance Program at ethics.and.compliance.program@accenture.com or visit the
Ethics and Compliance Home Page. For a full list of resources, s ee the Where to Go We do not give or receive inappropriate gifts or hospitality
for Help section in this Code. Occasionally, employees may offer or receive social amenities or exchange business
courtesies with clients to foster goodwill and enhance business relationships. These
Integrity
might include gifts of nominal value, reasonable meals and entertainment with private
organizations that are directly linked to Accenture's business. However, when dealing
We refuse to offer bribes or make questionable payments with public officials, what might be acceptable in a purely commercial setting may be
A bribe is providing something of value— gifts, hospitality or entertainment—to unacceptable or even against the law.
influence a decision to do business with Accenture. Bribes to public officials are Generally, Accenture discourages providing gifts to public officials or inviting them to
against the law in every country where we do business. A “public official” is not only attend Accenture sponsored events. Many of our clients may have rules that require
someone who works for a government; he or she could work for a private company, in gifts and invitations to be reported and/or refused.
which a government has a partial ownership interest. Bribes to personnel of even
private companies are also against the law in many places where we do business. Avoiding bribes and inappropriate gifts
And it is bad business. Public officials include:
We are committed to marketing our services and solutions solely on their merits, and • Employees of publicly listed companies where there is government ownership
we strive to avoid even the appearance of impropriety. (even if partial) or control.
On occasion we hire others —”agents ”— to help us open doors and market our • A university professor at a state-owned university.
1 Source: http://www.accenture.com/NR/rdonlyres/7DA172D1-C101-4E14-92BD-AE9C6B520994/0/AccentureCodeofBusinessEthicsv411.pdf

• The spouse or son-in -law or daughter-in-law of a public official. Always ask yourself the following questions on gifts or entertainment:
• A political candidate. • Would the gift or entertainment appear to influence the recipient's objectivity?
• Someone appointed to a honorary or ceremonial government position. • Is the entertainment for a private purpose or a business purpose? (Is business
going to be discussed as part of the event or only in a very limited way?)
• Employees of international organizations like the World Bank or the International
Monetary Fund. • Would the gift or entertainment be considered unique, lavish or extraordinary?
• Would you be embarrassed if the gift or entertainment was made public, for
example, in the local newspaper, or if senior executives at the client learned
What are some warning signs that suggest we use extra caution?
about it?
• We are doing business in a country that has a reputation for corruption.
• Does the client’s code of conduct limit gifts or entertainment?
• An Accenture agent or subcontractor asks for an unusually large or contingent
fee.
If you answer yes or maybe to any of these questions, crosscheck with others and get
• An Accenture agent's reputation is questionable.
help before you decide to proceed.
• We are asked to make payment to another person, in another country, to a
Accenture relies on the good judgment of its employees and expects them to
numbered bank account or to pay in cash.
understand our clients' codes of conduct in addition to any applicable legal rules. In
• An Accenture agent has a family or business relationship with a public official. short, employees may not offer or receive anything of value, directly or indirectly, if it
might cause a conflict between personal interests and professional duties or create
• Our client asks us to make a political or charitable contribution or to use a
the appearance of such a conflict.
particular subcontractor.
Client Value Creation
• An Accenture agent asks for an increase in the agreed fees to close the deal.
We purchase goods and services on their merits Accenture purchases goods and
services on price, quality, performance and suitability. We avoid transactions that
A service provider that would like Accenture's business invites me to lunch at even appear to be improper or illegitimate, such as money laundering, or that may
least twice a month. What should I do? misrepresent the accounting reports or results of any
Accepting lunch invitations is acceptable if you are meeting for a business purpose, party to the transaction. For example, we do not place a purchase order for software
but frequent or extravagant meals can appear to create a conflict of interest. Consult that we do not need simply to help a client meet its financial objectives, and we do not
your supervisor. Tell the provider about our Code and limit hospitality in a reasonable purchase from a client to induce them to purchase services from Accenture.
manner.

To control our business and financial expenditures and to maximize our buying power, To learn more about how Accenture protects personal data of individuals that
employees require approval and authorization before committing to purchases or Accenture receives or obtains during the reporting and investigation process and how
paying invoices. The appropriate people assess whether the business expense is we respect the privacy of our people, please refer to the Data Privacy Notice.
valid, that we have received the goods or services that we expec ted, and that the
The Ethics and Compliance Program
invoice complies with our purchasing policies.
The Ethics and Compliance program— of which the Code of Business Ethics is the
Where to Go for Help
cornerstone—is responsible for the vision and framework for Accenture’ s ethical
If you have questions about the Accenture Code of Business Ethics or any Accenture conduct and compliance with laws, under the direction of the Office of the CEO and
policy, many resources are available to help you. Depending on the circumstances, the board of directors and its audit committee. A small global staff is responsible for:
use the Five Cs or contact the Ethics and Compliance Program at managing the Business Ethics Line; overseeing investigations, global compliance
ethics.and.compliance.program@accenture.com or visit the Ethics and Compliance programs and local compliance programs under the direction of local country
Home Page. company leadership; and developing global training and communications in key areas,
including Data Privacy, Export Compliance and Securities Law Compliance. The
Reporting
program also includes the Ethics Champions role, carried out by our People
To report specific concerns, you should bring them to the attention of your supervisor, Advocates, who focus on the ethics part of the ethics and compliance equation,
your career counselor, a Human Resources representative, a member of the Legal advising the program on what will be effective locally, supporting our people, and
group or any member of Accenture management. Alternatively, if you prefer, you may helping communicate and reinforce ethics messages to people in their geographies
report specific concerns regarding Accenture's financial affairs, accounting practices, and workforces.
auditing matters, corruption or fraud —and in serious cases where the vital interest of
Our Responsibilities
the company or the moral or physical integrity of our people are at stake—to the
Accenture Business Ethics Line at +1 312 737 8262, available 24 hours a day, seven All Accenture people acknowledge that violating the Code breaks our trust with
days a week (you can reverse the charges) or by visiting the encrypted website at Accenture and our clients, and opens us not only to individual disciplinary action,
https://businessethicsline.com/accenture. You should use the Ethics Line only to make including termination, but also perhaps to legal liability. All Accenture people are
a good faith claim. Accenture takes all allegations seriously. expected to become familiar with this Code and Accenture's policies and must comply
with them at all times. Do more than read the Code—measure your actions against it.
When using the Ethics Line, you are not required to identify yourself. However, if you
choose to remain anonymous, Accenture's ability to investigate the matter may be Acting ethically is your personal responsibility and is Accenture's expectation of you.
impaired and we may not be able to fully address all of your concerns. You have a responsibility to act when you know or have good reason to suspect a
violation of this Code. All Accenture people must speak up or take action if they are
If you choose to identify yourself, your identity will be treated confidentially and shared
aware of any potentially unlawful, unethical or fraudulent activity, questionable
with a limited number of people who have a need to know or who are responsible for
accounting or auditing matters, or any other activity that causes them concern.
dealing with reports and investigations. Your personal information will be held and
Accenture leaders create an environment in which members of their teams feel
used in accordance with Accenture Policy 0090-Data Privacy and data privacy law.
comfortable in raising such concerns in their normal reporting lines.

Accenture will not tolerate retaliation against any employee because he or she raised
such an issue or used the Business Ethics Line (or any other appropriate channel) to
report an ethical or legal concern. Employees who come forward with concerns play
an important role in maintaining our ethical workplace and high-performance business.
Also, we may be asked to certify periodically our compliance with this Code or various
specific policies.

393. EnCana
EnCana’s Business Conduct & Ethics Practice1 consequences of violating this practice.
Inducements and Gifts Violation of this practice and its associated guidelines may result in disciplinary action
up to and including termination of employment.
Unlawful or unethical behaviour in EnCana's workforce is not tolerated, including
soliciting, accepting, or paying bribes or other illicit payments for any purpose.
Situations must be avoided where judgment might be influenced by, or appears to be
influenced by such unlawful or unethical behavior. Payment or acceptance of any
"kickbacks" from a contractor or other external party is prohibi ted. Corporate Governance – Policies & Practices²
Examples of laws to which EnCana is subject and abides by include the Corruption of
Integrity Hotline
Foreign Public Officials Act (Canada), the Foreign Corrupt Practices Act (USA) and
equivalent legislation in other countries. Non-compliance could have serious Integrity at EnCana
ramifications.
Integrity is the foundation of all that EnCana does.
EnCana does not normally support the use of facilitating payments. However, in some
jurisdictions where it is determined to be absolutely necessary for the conduct of EnCana's Integrity Hotline is one way for concerned individuals — from shareholders,
EnCana's business, the foregoing Acts allow such payments to be made if not employees and suppliers, to governments, non-governmental organizations and
prohibited by local law. The amount must be reasonable and the payment approved community members — to convey issues about EnCana's operations.
by Division or Corporate Group leaders and internal legal counse l. Such payments
EnCana wants to know of and act upon any concerns about its operations. Many
must be recorded in reasonable detail, including the amount paid, the purpose and
questions can be answered with an immediate conversation. Our employees are
authorization for such payment.
encouraged to discuss concerns about integrity with their supervisors or human
EnCana does not allow the acceptance or giving of gifts, favours, personal resources contacts. Those who regularly work or interact with EnCana should report
advantages, services payments, loans, or benefits of any kind, other than those of concerns to their primary contact at the company.
nominal value that can be made as a generally accepted business practice. If there is
If, for any reason, these channels aren't appropriate, concerns can be reported directly
any doubt in specific cases, the Acceptance of Gifts Guideline should be referred to
to the Integrity Hotline or through EnCana's Investigations Committee
and or written approval from EnCana leaders should be requested. Gift-giving
(Investigations.Committee@encana.com).
practices may vary among different cultures, and therefore local gift practices and
guidelines will be considered when addressing these issues.
Reporting Violations of the Business Conduct & Ethics Practice
Actions that violate or appear to violate this practice must be reported in accordance
with EnCana's Investigations Practice. The Investigations Practice outlines how a
report will be treated once it is made, protection for complainants and the
1 Source: http://www.encana.com/responsibility/policies/pdfs/p001778.pdf
²Source: http://www.encana.com/responsibility/policies/integrityhotline/index.htm

What to Report1 Integrity Hotline²

Emergency situations and general business queries should be reported through our How to Report Concerns
designated contact numbers so that they can be acted upon immediately.
EnCana's Integrity Hotline is structured to receive information verbally or in writing,
Our employees are encouraged to discuss concerns about integrity with their and all reports are treated as confidential. Requests for anonymity will be honored,
supervisors or human resources contacts. Those who regularly work or interact with though it's important that anonymous reports contain sufficient detail for an
EnCana should report concerns to their primary contact at the company. These investigation.
concerns include, but are not limited to:
Integrity Hotline numbers and address
• Potential violations of any statute, regulation, rule or EnCana policy or practice.
• The Integrity Hotline
• Potential violations of any accounting standards, internal accounting controls or In North America, phone: 1-877-445-3222
auditing matters (including questionable accounting or auditing matters).
• The Integrity Hotline Online
• Fraudulent activities or theft. Electronic submission of a concern via email
• Breaches of EnCana's Business Conduct & Ethics Practice. • The Integrity Hotline Address
Integrity Hotline
• Harassment or other inappropriate workplace conduct.
c/o EnCana Corporation
• Concerns about other EnCana business practices. 1800, 855 - 2nd Street SW
P.O. Box 2850
• Coercion of EnCana's external or internal auditors or any other attempt to
Calgary, AB T2P 2S5
improperly affect EnCana's financial statements or financial reporting processes.
Integrity.Hotline@encana.com
• Risk to our assets, property or resources.
• Breaches of environmental, occupational health and safety legislation.
• Violations of EnCana's complainant protection practice.
Integrity Hotline³
• Privacy concerns.
Investigating a Concern
Any questions about EnCana's integrity are serious, regardless of the subject or
scope. Integrity is the foundation of all that EnCana does.
Any query we receive through the Integrity Hotline is reviewed and investigated in a
manner appropriate to the concern and level of confidentiality that's required. Often,
1 Source:http://www.encana.com/responsibility/policies/integrityhotline/whattoreport/
²Source: http://www.encana.com/responsibility/policies/integrityhotline/howtoreport/
³Source: http://www.encana.com/responsibility/policies/integrityhotline/investigating/

sharing of information quickly resolves any concern. Investigations are discreet, Any person who believes that this complainant protection practice has been violated
confidential, professional, unbiased and timely, and always in accordance with may report a potential violation in accordance with the terms of this practice.
EnCana's Investigations Practice.
EnCana's Board of Directors receives quarterly summaries on the nature and status of
ongoing investigations, and the details of the resolution of any investigations since
previous reports. Policies and Practices 1
Non-Retaliation Acceptance of Gifts Guideline
EnCana does not tolerate retaliation against complainants because they registered a EnCana’s Business Conduct & Ethics Practice from accepting or giving gifts, including
concern. In particular: prizes or other advantages, that have a greater than nominal value. This guideline
• EnCana and each of its officers, employees, contractors, subcontractors and provides additional information on how EnCana employees can determine what and
agents are prohibited from discharging, demoting, suspending, threatening, when gifts are acceptable from vendors, contractors, associates, industry colleagues
harassing, engaging in any other form of discrimination, or taking any other and other non-EnCana personnel they interact with as a result of their employment
retaliatory action against an employee because of any lawful act done by the with EnCana. When giving gifts, employees should refer to the Event and Special
employee: Occasions Guidelines.
- to provide information or cause information to be provided, or otherwise The exchange of gifts can also be related to conflicts of interest, which are addressed
assist in any investigation reasonably believed by the employee to in detail within EnCana's Conflict of Interest Practice. This practice states that
constitute fraud against shareholders or a violation of applicable employees must avoid situations where their personal interests could conflict or
securities laws, where the information or assistance is provided to a appear to conflict with their employment duties or responsibilities. For more
regulatory or law enforcement agency or to authorized persons; or information, review the Conflict of Interest Practice.
- to file, cause to be filed, testify, participate in, or otherwise assist in a Contractors working for the Company must have in place guidelines for exchanging
proceeding filed or about to be filed (to the knowledge of EnCana) gifts that achieve the same standards as EnCana's Acceptance of Gifts Guideline.
relating to shareholder fraud or applicable securities laws. Personal Gain
• In addition, EnCana and each of its officers, employees, contractors, EnCana employees may from time to time be offered gifts (e.g. tangible products;
subcontractors and agents may not, with the intent to retaliate, take any action invitations to meals; tickets to sporting, cultural or political events; payments, loans or
harmful to any person, whether or not employed by EnCana, for providing to a favors) from vendors, contractors, associates, industry colleagues and other non-
law enforcement officer any truthful information about the commission of any EnCana personnel. Gifts may be offered or received in celebration of project
criminal offence. achievements, at vendor trade shows, sports tournaments or a variety of other
situations. In some situations, gifts are unacceptable and should be declined. Those
situations include:
1 Source: http://www.encana.com/responsibility/policies/links/P11611911918 94.html

• acceptance of gifts that have a greater than nominal value Frequency of gift acceptance should be determined by business circumstances, and
in any case should not exceed 4 occurrences in a 12-month period involving the same
• acceptance of frequent gifts from the same source
vendor.
• acceptance of gifts of any value or frequency where:
If an employee is uncertain about the appropriateness of a gift because of value,
- the giver seeks benefit from decisions or actions the gift might influence frequency or the intent of the giver, they should decline the gift and discuss the
(e.g. in exchange for a gift, an employee provides confidential insider situation with a supervisor. There may be circumstances where it is in the Company's
information) interest to pay for the employee's participation through the normal expense account
process.
- a sense of obligation may be created (e.g. causing the EnCana
employee to influence the selection of vendors) All staff are responsible to ensure that, at all times, their actions would be judged to be
reasonable and ethical when measured against the principles of our Constitution and
- intentional or unintentional interference with fair and equitable
the scrutiny of our peers, our shareholders and the general public.
competition may occur (e.g. in exchange for gifts, an EnCana employee
shares proprietary information with a member of a competitor's Monitoring
company)
To ensure compliance with the Company's Business Conduct & Ethics Practice,
- a benefit may be provided to the employee's family, friends or Conflict of Interest Practice and this guideline, audit programs are in place that track
associates inconsistent with the Conflict of Interest Practice both the contracts issued to external parties and the expenses those parties incur in
providing gifts. All violations will be investigated and disciplinary actions will be taken
as necessary.
What is Acceptable?
EnCana expects all employees to use good judgment in determining what is
acceptable. To assist in that process, EnCana defines reasonable gifts as those that
are nominal in value and occur infrequently.
Nominal in the context of this guideline is any gift (e.g. tangible products; invitations to
meals; tickets to sporting, cultural or political events; payments, loans or favors)
beneath maximum value. For employees in North America, a guideline maximum
value is $250. Any gifts, individually or cumulatively, beyond this level would represent
unique circumstances, serving EnCana's corporate interest, and would require the
prior consent of your supervisor. For example, some sporting events are above the
maximum, and discretion may be applied subject to the approval of the supervisor.

394. Arcandor
United Nations Global Compact 1
Communication on Progress 2007
Anti-Corruption
1 Source: http://www.arcandor.de/de/downloads/Arcandor_AG_UN_Global_COP_2007_english.pdf

396. Vattenfall
CORPORATE SOCIAL RESPONSIBILITY REPORT 2007 1 Issues singled out as important to stakeholders and of high significance to Vattenfall,
ie. the issues found in the upper right corner, will be highlighted in our reporting. Some
Our vision for sustainability of the issues are highlighted and coupled to our strategy.
Vattenfall wishes to thank all stakeholders that took part, giving us valuable input for
Materiality Analysis
our continued work and prioritisation of sustainability issues.
To facilitate effective decision–making, we invited a number of key stakeholders in
spring 2008 to help select and prioritise sustainability issues that concern Vattenfall. Impact on society – management approach
This external input was analysed and matched with Vattenfall’s internal stakeholders
views and insights, and the results can be seen in the matrix. The overall conclusion is Management of societal issues
that external and internal stakeholders agree to a large extent on what issues are • Corruption
important for Vattenfall to focus on from a sustainability perspective.
Vattenfall works against corruption in all its forms, including extortion and bribery.
Both internal and external stakeholders assigned top scores to emissions and waste, Vattenfall also takes part in the Partnering against Corruption Initiative and
indicating the major importance of climate change. Other issues that were assigned follows the Principles of Countering Bribery derived from Transparency
high importance by both internal and external stakeholders included corruption & anti– International’s Business Principles for Countering Bribery.
competitive behaviour and openness & transparency, showing the importance of fair
business and transparency in our communication. Vattenfall’s business ethics principles state that no employee may offer or receive
improper benefits or benefits that may be regarded as improper remuneration in
Many issues were assigned a higher degree of importance by external stakeholders order to obtain, retain or direct business or in order to secure any other improper
than by internal stakeholders, including human rights, biodiversity and materials used advantage in business conduct. Such prohibited benefits (bribes, etc.) include
in production, All these issues are of course important to Vattenfall as a company, but cash, items, pleasure trips or services of another nature.
are seen internally as issues that are well handled which is why they are given a lower
importance internally than externally. The key issue in anti-corruption work is to educate staff on all levels in the
organisation about internal and external rules and, for management, to ensure
On the contrary, internal stakeholders assign higher importance to economic compliance with these rules. Vattenfall has a monthly Group-wide reporting
performance than external stakeholders indicating that economical performance as a system in place in order to ensure compliance.
prerequisite for sustainability is an internal priority that our external stakeholders take
for granted. • Anti-Competitive Behaviour
A total of 58 respondents participated, representing the stakeholder categories Vattenfall has a range of principles, policies and rules designed to ensure that
Financial (capital providers & owner), Business and Industrial Customers, Society Vattenfall does not engage in anti-competitive behaviour. Effective and fair
(authorities, NGOs, politicians, potential employees/ academia), and Internal competition is vital to ensuring market efficiency. Competition rules are important
(employee representatives, employees & Executive management). tools that serve this purpose. As it is truly beneficial from a business perspective,
the Vattenfall Group shall not only comply with competition rules, but act
according to business standards that meet the highest expectations from
1Source: http://report.vattenfall.com/Material/StaticPdf/VF+complete+CSR+Report+2007+-+100+pages+-+081008

customers and the public. Legal Affairs) coordinates the guidelines, instructions and follow- up of measures
to prevent corruption and anti-competitive behaviour. It is the responsibility of
Vattenfall's Code of Conduct clearly states: “We are to carry on our business
each manager in the line organisation to ensure compliance (e.g., by
activities effectively and in fair competition. We do not enter into or carry into
implementing local instructions) and to report on this compliance.
effect restrictive agreements with competitors.”
• Training and awareness
Vattenfall has also adopted specific antitrust and competition rules designed to
ensure fair trade and practice in the market. An antitrust compliance programme Vattenfall offers training programmes on community interaction, corruption, public
has been initiated by the Executive Group Management (EGM) and is part of policy and anti-competitive behaviour. For example, in the Antitrust Compliance
Vattenfall's global leadership development programme. This programme supports Programme developed and implemented by Vattenfall’s Executive Group
Vattenfall’s core values of openness, accountability and effectiveness while Management (EGM), seminars are held in the form of one-day dialogues
fostering an overall common business culture and attitude. discussing Vattenfall business cases and how to apply the Company's rules in
different situations. The participants prepare for each seminar with a special e-
The key issue in anti- corruption work is to educate staff on all levels in the
learning tool. The target group is all managers at the Business Group level and
organisation about the internal and external rules and, for management, to
Business Unit levels as well as other employees with extensive external and
ensure compliance with these rules.
competitor contacts. The objectives of these seminars are to:
Vattenfall has a monthly Group-wide reporting system in place in order to ensure
- foster a shared basic understanding of the rules and how to comply with
compliance.
them and Vattenfall's internal values, policies and rules,
A specific issue for energy utilities is unbundling. Vattenfall complies with the
- support a shared Vattenfall business attitude and a shared corporate
unbundling rules. These rules form part of national legislation, based on EU
mind-set, and
directives, and state that transmission and distribution business must be
separated (for instance placed in separate legal entities) from other businesses, - enable delegation of responsibility for compliance with the rules.
especially the electricity generation and sales business. Thereby, the regulated
monopoly business is separated from the businesses under free competition.
Compliance with unbundling rules is essential in order to secure that Vattenfall Goals, performance and risks
only uses fair means of competition. For instance, Vattenfall’s transmission and
distribution companies must not discriminate generation and sales companies
Risks
from outside the Vattenfall Group. We also expect transmission and distribution
companies from outside the Vattenfall Group not to discriminate Vattenfall’s Vattenfall has a zero-tolerance policy regarding the soliciting and accepting of bribes,
generation and sales business. and it expects its suppliers to respect this position. Prevention of corruption and anti-
competitive behaviour issues are mainly regulated through internal instructions at
• Organisational responsibility
different levels in the Group. Prevention of corruptive behaviour is followed up by
The General Counsel of the Vattenfall Group (who is also Head of Group regular reporting to the responsible Group functions. This regulation, in turn, is audited
Function by the Internal Audit function.

In 2008 a seminar for purchasers focusing on compliance was developed and held for In February 2005, Vattenfall endorsed the Partnering Against Corruption Initiative of
the first time. the World Economic Forum (PACI) and the PACI Principles for Countering Bribery.
PACI is driven by the private sector with the mission to help consolidate industry
In cases of non-compliance, Vattenfall's management may, in accordance with
efforts in fighting bribery and corruption and shaping the evolving regulative
internal instructions, take all necessary actions. Employees found responsible for a
framework.
breach of the instructions and/or competition rules will be held accountable.
Depending on the nature of the breach, appropriate disciplinary actions, not excluding
dismissal, will be considered and taken.
Risks related to corruption (SO2)
CODE OF CONDUCT AND COMPANY PHILOSOPHY1
Business units are analysed for risks related to corruption (and anti-competitive
behaviour) as part of the general risk reporting of the Vattenfall Group. All operating RESPONSIBILITIES
units without exception are part of this reporting and analysis system.
BUSINESS PARTNERS AND SUPPLIERS
Anti-corruption policies, procedures and training (SO3)
In 2005 Vattenfall's Executive Group Management initiated the Antitrust Compliance Responsibility to business partners and suppliers means that we must work on the
Programme for management teams and other employees with extensive external basis of high standards of business ethics and integrity and that we must support
contacts. national and international organisations’ work to establish and maintain strict ethical
standards for companies.
The programme supports the Vattenfall Code of Conduct and Company Philosophy.
The programme has now been concluded. We are to carry on our business activities effectively and in fair competition. We do not
enter into or carry into effect restrictive agreements with competitors. We do not
All managers at Vattenfall Trading Services, at the Business Group and Business Unit directly or indirectly, offer, provide, request or accept a bribe or other improper benefit.
levels, and other employees within the Vattenfall Group with extensive external
competitor contacts, are required to participate in at least one antitrust compliance
seminar or in a similar education programme. Following the conclusion of the Antitrust
Compliance Programme, the seminar platform has been further developed, and
additional antitrust compliance seminars are being arranged.
By year-end 2007, 1,043 employees had participated in the programme or in an
antitrust compliance seminar.
Actions against corruption (SO4)
No incidents of corruption were reported during the year.
1Source: http://www.vattenfall.com/www/vf_com/vf_com/Gemeinsame_Inhalte/DOCUMENT/360168vatt/392719work/P02.pdf

399. Constellation Energy
2008 Corporate Social Responsibility Report 1 Principles of Business Integrity²
Governance & Management Systems Principles of Business Integrity

[…] In rare circumstances, waiver of these Principles of Business Integrity may be
Principles of Business Integrity appropriate. For employees, waivers may be made only by the Chief Compliance
Officer. For executive officers or directors, such waivers may be made only by the
We expect all of our employees to adhere to the highest principles of ethics, integrity
Nominating and Corporate Governance Committee of Constellation’s Board of
and accountability. Our Principles of Business Integrity provide a guidepost for our
Directors and will be promptly disclosed as required by law or any other applicable
employees on a wide range of conduct issues. All employees
rule and/or regulation. You should keep and refer to these Principles of Business
are required to review the principles annually and certify they agree to follow them. Integrity whenever you have a question or concern about an ethical situation, a
Areas covered by our Principles of Business Integrity include: potential conflict of interest, appropriate conduct or legal compliance. Following these
Principles will help you avoid inadvertent violations of Constellation’s policies and may
• Disclosure practices,
protect you from personal criminal and civil liability. Employees who violate these
• Fair dealing, Principles are subject to corrective action, including termination. […]
• Support for nonprofit and community organizations, Gifts or Other Business Courtesies and Improper Personal Benefit
• Workplace principles: zero tolerance for harassment and discrimination, The giving and receiving of gifts, meals, services or entertainment can be effective
and appropriate means of building and maintaining legitimate business relationships.
• Legal and regulatory compliance,
However, in order to maintain trust and integrity with our customers, suppliers,
• Environmental, health and safety responsibilities, and business partners or others in the course of conducting business with the company, it
is important to be prudent when accepting gifts. No Constellation employee, officer or
• Government relations.
director should accept a gift that might be intended to influence, or appears to
influence, a business decision.
Employees have a responsibility to report activity that violates our Principles of Interaction with Government Officials
Business Integrity or other laws, rules or regulations. They may do so by calling or
Constellation is subject to regulation at various levels of government, and is
sending an e-mail to our Corporate Compliance Department or, if they wish to remain
profoundly impacted by decisions of elected and appointed government officials.
anonymous, by calling our Business Integrity Helpline, which is operated by an
Constellation is therefore engaged with and actively lobbies such government officials
outside firm that specializes in providing confidential reporting services.
in the policy-making process in support of Constellation’s business interests on
various issues. It is important to our success that advocacy on behalf of Constellation
be consistent, coordinated and focused on both our short-term and long-term
interests. No Constellation personnel may engage in lobbying activities on behalf of
Constellation without first obtaining the approval of Corporate Affairs. Corporate
1 Source: http://www.constellation.com/vcmfiles/Constellation/Files/CEG_CSR07_Final_06_081230.pdf
²Source: http://files.shareholder.com/downloads/CEG/578775573x0x213074/f37dc2a5-8510-43cc-a380-bc2c3680f1e2/PBI_CEG.pdf

Affairs will also help ensure compliance with all lobbying registration, reporting and U.S. persons from taking actions or entering into agreements that have the effect of
disclosure requirements. All Constellation lobbyists are expected to follow both the furthering any unsanctioned boycott of a country that is friendly to the U.S. This
letter and spirit of the lobbying laws and to maintain the highest standards of prohibition applies to persons located in the U.S. (including individuals and
professional integrity. companies), U.S. citizens and permanent residents anywhere in the world, and many
activities of U.S. subsidiaries abroad. Employees should be alert to the fact that
The giving of gifts to government officials may be prohibited by law, create reporting
boycott-related requests can be subtle and indirect, and may include requests to
obligations, or result in potential conflict of interests. Under no circumstances may a
refuse to do business with other persons or companies, discriminate in employment
gift be offered to a government official for the purpose of infl uencing or rewarding such
practices, furnish information about race, religion, gender or national origin, furnish
person with respect to his or her official actions or duties. Lobbying laws typically
information about a person’s affiliations or business relationships with a boycotted
define “gift” as anything of value, including tangible items, meals, travel expenses,
country, or requests to include boycott provisions in contracts, letters of credit or
tickets to or attendance at events, and honoraria. Prior to offering or providing any gift
similar documents. Constellation will abide by applicable anti-boycott laws and will
to a government official, you must obtain and follow guidance from Corporate Affairs.
promptly report any request for Constellation to participate in a boycott. Contact
Doing Business Outside the United States Corporate Compliance if you have questions.
When Constellation employees conduct business outside the country, they are subject How to Seek Advice, Report Concerns and Ask Questions
to federal, state or local laws of the United States and laws of any foreign country. In
The answers to some questions are not easy. If you need advice or assistance with
particular, personnel must comply with the Foreign Corrupt Practices Act (“FC PA”).
these topics, we encourage you to contact the Corporate Compliance Department.
The FC PA sets forth antibribery provisions and accounting provisions. The antibribery
Constellation recognizes that the decision to report a concern or problem is not always
provisions make it unlawful for a company representative to offer anything of value,
easy. However, you have a personal and professional responsibility to report in good
including payments, gifts or bribes, to a foreign official for the purpose of influencing
faith any activity that violates the Principles of Business Integrity or any other laws,
that official. Promising, offering or authorizing a bribe violates the FC PA. Employees
rules or regulations.
should not make payments or gifts to government officials withou t prior approval from
the Corporate Compliance Department. No employee should retain a consultant or You should immediately report to Constellation any actual or potential conflicts of
agent in a foreign country without legal review of the terms and conditions of the interest, questionable activities, violations and suspicions of a violation of the
engagement to ensure compliance with the FC PA. The accounting provisions of the Principles of Business Integrity. In most instances, the first person you should go to
FC PA seek to curb bribery of foreign officials by preventing companies from creating with a question or concern about business integrity and compliance issues is your
“off -the books” funds and other means to conceal the use of corporate funds for supervisor. If you wish to report a concern about activity that you believe may
wrongful purposes. The FC PA requires that Constellation keep accurate books and implicate the Principles of Business Integrity, or you are not sure how the Principles of
records that fairly reflect transactions and disposition of asse ts. Again, violation of the Business Integrity apply to your situation, ask your supervisor. Your supervisor can
FCPA can result in criminal penalties (i.e. prison) for individuals and/or fines imposed contact the appropriate internal specialist to help clarify issues and resolve concerns.
on Constellation.
If your supervisor does not address your concern or question to your satisfaction; if
All Constellation businesses also must comply with economic sanctions and trade your concern involves your supervisor; or if for any other reason you are not
embargoes imposed or approved by the United States. Additionally, U.S. law prohibits comfortable addressing the concern with your supervisor, you should contact the
company’s Corporate Compliance Department.

Employees have three options to corrective action, including termination.

1. You can reach the company’s Corporate Compliance Department by phone at Whether you choose to communicate with your supervisor or the company’s
410-470-5748. This number is answered by a Constellation employee in the Corporate Compliance Department or call the Business Integrity Helpline, you can do
Corporate Compliance Department. Messages can be anonymous, but there is so without fear of retribution.
no way for the company to respond to your question/concern if you do not leave
your name or number.
2. You may send an e-mail to corp.compliance@constellation.com. The Corporate
Compliance Department will investigate reported matters as promptly and as Corporate Compliance Program 1
confidentially as possible.
This Corporate Compliance Program of Constellation Energy Group, Inc. and its
3. The Business Integrity Helpline subsidiaries ("Constellation Energy" or the "Company") is designed to assist the
Some situations may be too sensitive for you to take to your supervisor or the Company in preventing, detecting and responding to criminal and other illegal or
company’s Corporate Compliance Department. In certain situations, you may unethical conduct. The Corporate Compliance Program is designed to serve as a
want to report an incident anonymously. In situations where you want to procedural framework for enhancing and monitoring compliance with the substantive
communicate your concerns anonymously, the Business Integrity Helpline is compliance programs and policies of the Company, including, but not limited to, the
available at 1-877-460-5700, 24 hours a day, seven days a week, every day of Company's Principles of Business Integrity and Insider Trading Policy and policies
the year. The Helpline is operated for Constellation by an outside firm which address (i) the Foreign Corrupt Practices Act, (ii) antitrust laws, rules and
experienced in providing confidential reporting services. A person, not an regulations, (iii) relationship amongst the various subsidiaries of the Company, and
automated answering service, will take your call. The call will not be recorded, (iv) laws, rules and regulations governing the Company's operating units. In addition,
and there is no caller ID system. If you identify yourself, every effort, within legal the Corporate Compliance Program is intended to ensure compliance with the
limits, will be made to keep your identity anonymous. requirements of the Sarbanes-Oxley Act and the New York Stock Exchange as
regards the handling of employee complaints. Each operating and corporate unit
If you decide not to identify yourself, you will be given a case number and an within the Company will continue to be responsible for complying with all company
agreed-upon callback date to allow you to follow up on the issue you raised. Your policies and procedures with such unit coordinating the reporting of their activity with
issue will be investigated and treated with sensitivity and confidentiality, except to the Chief Compliance Officer and Compliance Committee as further discussed below.
the extent necessary to investigate and resolve the complaint.
DISCIPLINE
It is the policy of the Company that the standards of conduct set forth in the Principles
No Retaliation for Reporting Concerns of Business Integrity will be enforced through appropriate disciplinary mechanisms.
You can report concerns without fear of retribution. Constellation will not tolerate any Disciplinary actions may include termination of employment and filing of criminal
form of retaliation or adverse action against any employee who in good faith has charges, and may extend, as appropriate, to managers responsible for the failure to
asked a question, raised a concern, or reported questionable activities or the prevent, detect or respond to an offense.
misconduct of others. Employees found to have engaged in retaliation will be subject
1 Source: http://files.shareholder.com/downloads/CEG/578775573x0x205148/187149dd-fb77-49ca-8c86-89083a28906e/corporatecompliance_102003.pdf

400. Canadian Imperial Bank of Commerce
CIBC Annual Accountability Report 1 Our Clients
Our Employee Respecting our clients
Creating a positive employee experience We are committed to treating our clients with respect, providing products and services
in a professional manner and safeguarding our clients’ personal information and
[…] Our Code of Conduct is one of the many ways we promote these values. It privacy.
guarantees every employee the right to be respected, to receive fair and equitable
treatment, to be free from harassment or discrimination, and to be protected from Our Service Commitment to You, available in branches and online, outlines our
retaliation if they report a contravention of the Code. To help ensure knowledge and commitment to high-quality client service, fee transparency, privacy protection and
practice of these values, all employees are required to complete annual certification confidentiality. The CIBC Code of Conduct for employees and comprehensive ongoing
and testing on the Code. training programs include a strong focus on maintaining our clients’ privacy and
confidentiality, as well as on detecting fraud and money laundering.
[…] Our continued focus on employee training and development is a critical element of
both our employees’ success and CIBC’s success. In 2008, we invested Resolving client complaints at the first point of contact continues to be a priority at
approximately $66 million globally on training, including governance and regulatory CIBC. If a satisfactory resolution is not reached, the client is first referred to a trained
compliance, client service, product knowledge and a broad range of business and Customer Care specialist, and then to the CIBC Ombudsman’s office.
technical skills. Training is also accessible for all employees through a webbased CIBC will continue to invest in enhanced programs, procedures and training to ensure
learning management system. we continue to fulfill our commitment to clients.
To help our employees grow, develop and achieve their full potential, we provide
corporatewide training and development programs in the areas of People
Management, Regulatory and Mandatory Training, new employee orientation and core
capabilities.
Code of Conduct²
Our annual corporate mandatory training program for employees incorporates training
with respect to CIBC’s vision, mission and values. Additional vision, mission and CONFLICTS OF INTEREST
values training is provided to managers to ensure a healthy, safe and secure
workplace. CIBC’s Corporate Mandatory Training and Testing program received the Gifts or Other Benefits
Silver Canadian Award for Training Excellence in the Internal eLearning category from
In this section, “gift or other benefit” includes entertainment.
the Canadian Society for Training and Development.
Giving a gift or other benefit to, or receiving a gift or other benefit from, certain entities
or individuals may give rise to a conflict, especially where the gift or other benefit is of
more than nominal value.
1 Source: http://www.cibc.com/ca/pdf/about/aar08-en.pdf
²Source: http://www.cibc.com/ca/pdf/about/code-of-conduct-en.pdf

Even where a conflict does not exist, the gift or benefit may be viewed as an attempt
to influence one’s ability to make objective business decisions. For this reason,
CIBC’s Gifts and Entertainment Policy prescribes limits on the value of certain gifts or
other benefits.
CONTRAVENTION OF THE CODE
Contravention of any provision of this Code may result in disciplinary action up to and
including termination of employment without notice, in addition to possible civil,
criminal or regulatory action. Such conduct may also impact upon individual
performance assessment and compensation.
As part of being accountable to each other as well as to CIBC, each of us has an
obligation to report all actual and apparent contraventions of the Code by speaking to
our manager, or to the appropriate contact listed in section 10.0 below, or by calling
the confidential Ethics Hotline, or as otherwise provided in this Code or in an
applicable policy.
Any report of concern about conduct that may contravene the Code will be treated
confidentially to the extent possible and in a manner consistent with CIBC’s
responsibility to address the issue raised.
No one may retaliate or take adverse employment action against another employee
who in good faith reports an actual or apparent contravention of the Code, or provides
information or assistance for an investigation.

401. Compass Group
Corporate Responsibility Report 20081 Code of Ethics²

Corporate governance Relations with our clients and customers
Our structure is underpinned by the highest levels of corporate governance. This gives We are passionate about delivering superior quality, service and choice to our clients
our management teams the empowerment to manage their business to be competitive and customers: our reputation and the loyalty of our clients and customers depend
in their marketplace, whilst at the same time operating within a strict corporate upon it.
framework with clearly defined parameters. Our Code of Ethics sets out our social,
• The quality and safety of the food and services we provide, and that of our
ethical and environmental commitment towards each of our stakeholders and the
products and processes, is paramount and must never be compromised.
communities in which we operate.
• We aim to provide a high level of client and customer service at all times. All
We operate a whistle-blowing programme called ‘Speak Up’ which is managed by an
feedback on our service is recorded and given prompt consideration.
independent company, so that our employees can raise, on a confidential basis, any
concerns about how our business is being conducted. Following the final phase of roll - • All customer and client information is treated as confidential.
out of 'Speak Up' during the past 12 months, this programme is now available to 99%
• We never deliberately give inadequate or misleading descriptions of our products
of our employees.
or services.
As part of our overall commitment to good corporate governance, we operate a
• No employee may offer or receive – or influence others to offer or receive – any
Corporate Responsibility Committee of the Board. Established in 2007, the CR
money or material gift that could be construed as a bribe.
Committee continues to provide direction and guidance on all aspects of business
practice and responsibility ensuring consistent application everywhere we operate.
The committee comprises Susan Murray (Chairman from 1 November 2008), Sir Roy
Relations with our suppliers and subcontractors
Gardner (Chairman until 31 October 2008 and a member of the committee from 1
November 2008), Steve Lucas, Richard Cousins, Andrew Martin, Jane Kingston We seek to establish mutually beneficial relationships with all our suppliers, and
(Group Human Resources Director) and Mark White (General Counsel and Company encourage them to match our high standards in respect of quality, food safety,
Secretary). Its primary responsibilities include: endorsement of CR policies, working conditions, trading practices, health and safety and environmental protection.
overseeing occupational health and food safety performance, environmental practices,
• We treat our suppliers and subcontractors honestly and fairly.
business conduct, the positive promotion of employee engagement as well as
diversity and community investment. • No employee may offer or receive – or influence others to offer or receive – any
money or material gift that could be construed as a bribe or influence.
• We endeavour to ensure we are not exploited directly or indirectly by requests to
make facilitation payments.
• All information concerning the company and its suppliers is to be treated as
confidential.
1 Source: http://cr08.compass -group.com/getdoc/ed3bfbf4-7ec1-4ed8-8238-a45ee35a1897/Resource.aspx
²Source: http://cr08.compass -group.com/getdoc/a7e37a52-3587-40e8-8a40-a40f6568415e/compass -code-of-ethics-jun2006.aspx

• We do not work with companies that infringe the law or endanger Compass Corporate Governance 1
Group’s reputation.
Audit Committee
[…] The Company’s whistle-blowing or ‘Speak Up’ policy (which is an extension of the
Relations with governments and the wider communities Code of Ethics) sets out arrangements for the receipt, in confidence, of complaints on
Success in business is dependent on compliance with legal constraints, together with accounting, risk issues, internal controls, auditing issues and related matters which
sensitivity to local customs and conventions governing business relationships. would, as appropriate, be reported to the committee. A copy of the Code of Ethics is
available on the Company’s website at www.compass-group.com. The committee also
The communities in which we operate (and from which we draw our employees) are receives regular updates on bribery and fraud trends and activity at least twice each
important to us. year with individual updates being given to the committee, as needed, in more serious
• We are committed to making a positive contribution to the sustainable cases of alleged bribery, fraud or related activities. The Group’s anti fraud policies are
development of the communities in which we operate. a subset of the Code of Ethics which does not tolerate any activity involving fraud,
dishonesty or deception. These policies, for which the committee retains overall
• We take into account the concerns of the wider community – including national responsibility, will set out how allegations of fraud or bribery are dealt with, such as by
and local interests – in all our operations. We use our expertise to contribute to the local HR or finance team and the frequency of local reporting which feed into the
the wellbeing of the community in a manner appropriate to our business regular updates which are presented to the committee. Reporting of these matters to
objectives. the committee is managed and overseen by internal audit. The ‘Speak Up’ policy
• We endeavour to ensure that we are not exploited for the purpose of money operates when the complaint is received through the whistle-blowing channel and that
laundering, drug trafficking or tax evasion. policy will redirect the alleged fraud or bribery for investigation by the most
appropriately placed person, who may, on occasion, for example, be the committee
• We support the rights of human beings as set out in the UN Declaration of itself or a member of a local HR team.
Human Rights. We consider carefully before doing business in countries that do
not adhere to the UN Declaration. Each year the committee reviews critically its own performance and considers where
improvements can be made.
• We do not make donations to political party funds or candidates.
• We respect the law, traditions and cultures of the countries in which we operate.
When there is an apparent conflict between local custom and the principles and
values set out in this Code, employees acting on our behalf must be guided by
this Code.
• We are committed to doing our business in a way that’s as environmentally
friendly as possible. The Group’s Environmental Policy and Guidelines include
standards on waste reduction and recycling, and the conservation of water and
energy.
1 Source: http://annualreport08.compass-group.com/governance/corporate-gov.html

402. Westpac Banking
Our principles for doing business1 Our Whistleblower Protection Policy encourages employees to speak out about
unacceptable conduct.
Governance and ethical practice
Financial crimes Conflicts of interest
We believe that we must take appropriate measures to prevent fin ancial crimes. We We believe that all Westpac Group employees should avoid personal activities and
are therefore committed to: financial interests which could conflict with their responsibilities to the Westpac Group
and our stakeholders. We have a conflicts framework to manage conflicts which could
• working with regulators and law enforcement agencies to report any suspicions of arise from our customer relationships. We are therefore committed to ensuring that
fraud, money laundering or financing of terrorism; our people:
• identifying new customers so that we know who we are dealing with, as required • are not involved in managing customer relationships where they have any
by law; material interests in the affairs of our customers and let their manager know of
• training our people and our agents on anti-money laundering and financial crimes any such interests;
prevention; • do not participate in business activities outside their employment with the
• complying with relevant record keeping requirements relating to financial crimes Westpac Group (whether as a principal, partner, director, agent, guarantor,
prevention; and investor or employee) without the approval of management, or when it could
adversely affect their ability to carry out their duties and responsibilities to the
• continually reviewing and improving risk management processes to prevent fraud, Westpac Group;
money laundering and the financing of terrorism.
• seek the consent of their senior management before accepting a directorship on
the board of another (non-Westpac Group) company;
Concern reporting – blowing the whistle • do not solicit, accept or offer money, gifts, favours or entertainment which might
We believe in an inclusive workplace where our people openly bring to our attention influence, judgment;
any issues of concern. We are therefore committed to ensuring that: • maintain any accounts they have with the Westpac Group in accordance with
• our employees can raise their concerns anonymously; account conditions (including accepting the consequences of fees or penalties
applied) and to not process their own transactions with the Westpac Group; and
• any concerns raised receive proper and prompt attention;
• place the interest of our customers first, and only recommend new accounts or
• follow-up actions respect and protect individual rights, including through a formal new products or services when it is in the customers’ best interest.
Whistleblower Protection Policy; and
• employees are not disadvantaged as a result of reporting unacceptable conduct.
1 Source: http://www.westpac.com.au/manage/pdf.nsf/5A17C9B74D3266B3CA257059000E7A8C/$File/Our_Principles_for_doing_business.pdf?OpenElement

Our Code of Conduct1 applied) if any of our own accounts are not properly maintained.
We manage conflicts of interest responsibly • We do not process our own transactions or those of our friends, relatives or
business associates.
Managing conflicts of interest is key to maintaining our customers’ loyalty and building
business through trust. • In meeting sales targets, we place the interest of our customers first and only
recommend customers move their funds to new accounts or purchase new
A conflict of interest occurs where an employee has a personal or professional interest products or services when it is in their best interest to do so.
sufficient to influence, or appear to influence, the objective performance of their duties
and responsibilities to the Westpac Group.
We do not, therefore, participate in activities that involve a conflict between our duties Your responsibilities under the Code
and responsibilities, or which are prejudicial to the business of the Westpac Group. Each of us has a responsibility to abide by the Code and its principles, and to report
We also do not put ourselves in a position of conflict with the best interests of our breaches of the Code to our manager, team leader, or our People and Performance or
customers or a position which unfairly puts the interests of one customer above Compliance representative, or anonymously by logging on to Concern Online or
another’s, regardless of the nature or size of their relationship with us, be it personal calling the Concern Hotline. If you are unsure whether an action is a breach, raise the
or business. matter with your immediate manager or team leader.
Some examples of how we manage conflicts of interest include: Employees and contractors who breach this Code of Conduct may face disciplinary
• We seek the consent of senior management before accepting a directorship on action including termination of employment.
the board of a non-Westpac Group company.
• We disclose any material interests we have in our customers to our manager and
we do not manage customer relationships where we have such an interest.
• We do not participate in business activities outside our employment in the
Westpac Group (whether as a principal, partner, director, agent, guarantor,
investor or employee) without the approval of management, or when it could
adversely affect our ability to carry out our duties and responsibilities to the
Westpac Group.
• We do not solicit, accept or offer money, gifts, favours or entertainment which
might influence, or might appear to influence, our business judgment.
• We maintain our own accounts with the Westpac Group in accordance with the
accounts’ conditions and accept the consequences (including fees or penalties
1 Source: https://www.westpacfunds.com.au/pdf/Westpac%20Code%20of%20Conduct.pdf

403. Coca-Cola Enterprises
2007 Corporate Responsibility and Sustainability Report 1 OPERATING RESPONSIBILITY IN THE MARKETPLACE
GOVERNANCE WORKING WITH OUR SUPPLIERS

During 2007, we launched the CCE Supplier Guiding Principles (SGP).
BUSINESS ETHICS
Closely aligned with those of The Coca-Cola Company, these principles detail our
Our Code of Business Conduct clarifies our expectations of employees’ and directors’ expectations of suppliers with regard to labor standards, workplace health and safety,
behavior, particularly with regard to: business integrity, and environmental practices. In particular, child labor, forced and
• Legal compliance compulsory labor, bribery, and corruption are expressly prohibited. In 2007, 76
percent of our spending with suppliers included the SGP in contracts. All new and
• Dealings with customers, suppliers, competitors, and regulators renewed procurement division contracts now contain the SGP.
• Recordkeeping, company assets, non-public information, and conflicts of interest We expect our suppliers to adhere to these standards and, along with The Coca-Cola
• Workplace behavior Company, we commission independent auditors to verify compliance. Our first audits
were undertaken in higher-risk areas, although they represented lower levels of
• Environmental performance spending.
Since 2003, more than 3,000 facilities in the Coca-Cola system have been assessed,
Our Code expressly prohibits bribery and corruption of any kind. and training has been provided to more than 1,000 supplier personnel. In 2008, we
will work with The Coca-Cola Company to conduct two joint SGP training sessions for
All new employees are required to complete Code of Business Conduct training. our suppliers and procurement teams.
Additionally, we launched new Records and Information Management training in the
United States in 2007. Approximately 80 percent of targeted employees completed We spent more than US$11 billion with more than 70,000 suppliers of goods,
this online training, including our Chairman and CEO. In 2008, we plan to extend this services, and capital projects in 2007. Of this, 93 percent was spent in our countries of
program to Canada and Europe. operation. Although we do not have a local sourcing policy, the nature of our business
often demands that we source in our countries of operation.
Our employees are asked to report potential concerns either to our management or to
our toll-free Ethics and Compliance Hotline, which is run by an independent third Responsibility for supplier relationship management lies with the Vice President of
party. All reported incidents are investigated and resolved by an appropriate level of Procurement for North America and the Vice President of Procurement for Europe.
management. We are developing a system to monitor our performance in the broader
context of a new worldwide compliance strategy. This initiative began in late 2007 and DEVELOPING A DEVERSE AND TALENTED WORKPLACE
will be completed during 2008.
ENGAGING OUR EMPLOYEES
Operational responsibility for the Code of Business Conduct lies with the General
Counsel. As we transform our organization, we strive to communicate openly with our
1 Source: http://www.cokecce.com/assets/uploaded_files/2007_CRSReport.pdf

employees about what we are doing, why, and how it affects them. We also seek their Here are some situations that raise questions about conflicts of interest:
feedback and respond to any concerns they might have.
Accepting gifts
Raising Grievances and Concerns
Neither you nor any member of your immediate family may accept lavish gifts from a
Our employees may raise concerns or grievances through a number of different customer, supplier, or anyone attempting to develop a business relationship with the
channels. Our open door philosophy encourages employees to raise concerns with Company. This is an area in which the exercise of your common sense best judgment
any level of management, including the CEO. Grievance and arbitration processes are is critical. It is OK to accept modest gifts, but in doing so, you should not feel obligated
available to all employees covered under collective bargaining agreements and to or expected to give the giver special treatment in the future. It is impractical to
those who are not. An independently run 24-hour Ethics and Compliance Hotline establish a dollar value, or define what is inappropriate, that would cover every
allows employees to report concerns anonymously, while in the United States, our circumstance. Keep in mind that appearances can play a role here. Even if you
Ombuds Office and Solutions program offers confidential advice, support, and a believe that accepting a gift is appropriate, it may be that your colleagues would
vehicle for conflict resolution through mediation and arbitration. These channels are question your judgment or your relationship with the giver. You need to feel entirely
widely publicized throughout the company and through annual mailings to employees’ comfortable in accepting a gift. If you don’t, you should respectfully return the gift to
homes. the giver, or ask your supervisor or legal counsel for advice.
Significant issues and their resolution must be reported to senior management and the You may not accept gifts of cash or cash equivalents (such as a debit card with cash
Audit Committee of the Board of Directors. In 2007, no significant economic, already loaded) or, in most circumstances, gift certificates. [W hen are gift certificates
environmental, or social issues were raised. acceptable? If you win a gift certificate as a prize through skill or luck, it is not a “gift”
but a prize, and therefore acceptable in most circumstances. See below for a
discussion of a gift certificate won in connection with a sales incentive promotion.]
Giving gifts
Coca-Cola Enterprises Inc. Code of Business Conduct1 Don’t give gifts to a customer or supplier if you know the recipient is prohibited from
Avoid conflicts of interest, as well as the appearance of conflicts of interest. accepting them. If you aren’t sure whether there is a prohibition, you must inquire.
Lavish gifts are inappropriate. See the considerations above under “Accepting Gifts.”
It is never permissible for you to compete against the Company, directly or indirectly. Here, too, appearances are important, and you must feel entirely comfortable about
All employees, officers and directors owe a duty to the Company to advance its your decision to give a gift. For government officials, see the special restrictions in
legitimate interests when the opportunity to do so arises. Section 11 of this Code.
Conflicts of interest exist when your private interest interferes in any way with the Being entertained
interests of the Company. A conflict can arise when you take actions or have interests
that may affect your objectivity or effectiveness; or when you or a member of your Don’t accept meals, entertainment or trips from a customer, supplier, or anyone
family receives improper personal benefits as a result of your position with the attempting to do business with the Company unless they are unsolicited and they do
Company. not create any obligation on your part.
1Source: http://files.shareholder.com/downloads/CCE/475985480x0x58543/099edddf-50e5-45b0-9215-5bb766af9ae5/CCE_COBC.pdf

The prior approval of your supervisor is required for meals, entertainment or trips that determine that the activity or service is not inconsistent with law or government policy
go beyond “common courtesies” -- where a return of the meal, entertainment or trip on and, even where permitted, does not appear to be of a nature that might compromise
your part on a comparable basis is likely to occur and would properly be charged as a the Company’s arms-length relationship with that government employee or agency.
business expense. If any doubt exists whether any such entertainment goes beyond
No contract or business arrangement will be entered into with a company or other
“common courtesies ” get the prior approval of your supervisor.
entity that you know to be owned, directly or indirectly, by a government employee or
Entertaining customers and suppliers public official whose responsibilities include dealings with the Company or who is in a
position to bring influence on the course of those dealings.
Don’t entertain any customer or supplier if you know the person being entertained is
prohibited from accepting it. If you aren’t sure whether there is a prohibition, you must In the conduct of its business outside the United States, the Company is governed by
inquire. For government officials, see the special restrictions in Section 11 of this the Foreign Corrupt Practices Act (FCPA). Under the FCPA, neither the Company nor
Code. In no event should the entertainment you are offering go beyond common anyone acting on its behalf may give anything of value directly or indirectly to foreign
courtesies (see “Being entertained”) without the prior approval of your supervisor. government officials for the purpose of obtaining or retaining business, or securing an
improper advantage. Also, the FCPA requires the Company to keep accurate records
Bribes and kickbacks
of business transactions. If you are involved in international business matters, seek
Don’t give them. Don’t take them. the guidance of the Company’s legal counsel.
Accepting special privileges Administration of the Code of Business Conduct
Don’t accept loans, discounts, or special terms made available to you or your
immediate family from suppliers, customers or anyone seeking to do business with the Requirement to report
Company, under circumstances that in any way suggest that they are in return for, or
You are required to report any violations of this Code of which you become aware.
rewarding you for, special or preferential treatment in favor of the person offering the
Your failure to make such report, when required, is itself a violation of the Code.
privilege.
Violations of this Code can result in disciplinary actions including termination of
Be mindful of special restrictions imposed upon you when dealing with public
employment, or in the Company’s referring the matter to the appropriate law
officials on the Company’s behalf.
enforcement officials for investigation and potential prosecution.
It is never permitted to pay a bribe, including, without limitation, to a government
Telephone reports
employee, a public official, a political party or a candidate for public office. Modest
gifts, such as mementos, can be given to elected officials and to government Reports of violations can be made by telephone to the hotline run by an independent
employees when appropriate and not prohibited by law or policy. company: 1-800-437-0054. [If you are calling from outside the United States of
America, you may place a collect call to 770-613-6347.]
It is almost always inappropriate to entertain or provide travel or event tickets or
reimbursement to a government employee. In exceptional instances, this can be done, Written reports
but it requires the prior written approval of the Company’ s legal counsel, who must
If you want to make a written report of a violation, you should address it as follows:

• In the United States: The Ombuds Office

General Counsel
If you have a problem on the job that doesn’t necessarily involve a potential violation
Attention: Code Compliance
of the Code, please consider contacting the Ombuds. The Ombuds Office allows you
Coca-Cola Enterprises Inc.
a confidential channel of communications to a specially-trained professional who is
Post Office Box 723040
there to help employees work through job-related problems. To contact the Ombuds
Atlanta, Georgia 31139-0040
by phone: 1-888-272-COKE or 678-589-5420. By e-mail: ombuds@cokecce.com. For
USA
more information about this program, go to http://corp.na.cokecce.com/ombuds/
• In Canada:
General Counsel
Attention: Code Compliance
Coca-Cola Bottling Company
CORPORATE GOVERNANCE1
42 Overlea Boulevard
Toronto, Ontario, M4H 1B8 ETHICS AND COMPLIANCE
Ethical conduct at Coca-Cola Enterprises Inc. is the foundation of a successful
You cannot be punished for good-faith reports company, and for our employees, a successful career. Unethical, illegal, or unsafe
acts can cause serious loss or harm to our company and its customers.
The Company will not punish you or allow retaliation against you for making a good
faith report of a violation of this Code. Because it is everyone's responsibility to help prevent these activities, Coca-Cola
Enterprises has created the Ethics and Compliance Hotline - 800 437-0054. An
Anonymity independent company administers this program and provides an anonymous reporting
You can make reports on an anonymous basis, but you are encouraged to allow us a service 24 hours a day, seven days a week. Unethical behavior can also be reported
means to contact you to allow the most thorough investigation of the matters you anonymously online through the link below.
raise. Our employees are encouraged to speak to their supervisor or human resources
Questions representative but should view the Hotline as an important option that is always
available.
If you have questions that aren’t addressed specifically in the Code – or if you are
unable to obtain guidance from your manager – please e-mail the following address: To anonymously report an ethics concern or violation, please use this online link
https://www.tnwinc.com/webreport or call 800-437-0054.
CodeQuestions@cokecce.com.
1 Source: http://ir.cokecce.com/ethics.cfm

CORPORATE GOVERNANCE1 • Unfair treatment
OMBUDSMAN • Ethics and Company values
Coca -Cola Enterprises strives to create a work environment that ensures everyone is • Violation of the law
treated with dignity, respect, honesty and fairness. The company believes in putting • Fear of retaliation
people first and in resolving issues and concerns at the earliest possible stage. The
Ombuds Office was created as an alternate channel of communication for employees • Working conditions
to discuss or seek guidance about workplace concerns. • Harassment
The Ombuds office has specially trained neutral professionals who are designated to • Termination
help employees with work-related issues. These skilled conflict resolution specialists
are available to all employees of Coca-Cola Enterprises. Ombuds are confidential,
neutral and independent. They help employees in many ways, inclu ding listening,
coaching and acting as a go-between should a workplace dispute arise. The primary
goal of this professional is to enhance the employee's ability to deal effectively with ETHICS AND COMPLIANCE HOTLINE²
the situation and seek timely, fair and equitable resolution. No formal written records
ensure confidentiality and Ombuds report directly to the Chief Executive Officer so IF YOU PREFER TO REMAIN ANONYMOUS, CALL CCE’S ETHICS AND
employees can raise issues without fear of workplace retaliation . COMPLIANCE HOTLINE
Issues Ombuds Address This service is administered by an independent company, The Network, and provides
an anonymous reporting service for you to share your concerns 24 hours a day, 7
Concerns or disputes related to a wide range of issues, including:
days a week.
• Compensation
This service is not intended as a substitute for speaking directly with your immediate
• Performance appraisal manager, supervisor or human resources representative.
• Interpersonal conflict It is an option that is always available if you want to help, but prefer not to give your
name.
• Team conflicts
• Discipline HERE’S WHAT HAPPENS WHEN YOU CALL.
• Personnel policies, procedures and practices 1. You are greeted by a friendly Interviewer, who documents the situation with you
in detail. You don’t have to give your name, and your call is not recorded without
• Safety problems your consent.
• Discrimination
1 Source: http://ir.cokecce.com/ombudsman.cfm
²Source: http://files.shareholder.com/downloads/CCE/475985480x0x59081/5f25b186-707d-42f1-8085-6cd5e0bd44f7/CG_EthicsHotline.pdf

2. The Interviewer assigns a report number to you and asks you to make one call 1. THINK
back.
Consider your own behavior first. If you have doubts about what to do in a certain
3. The information is then relayed to your company’s management to take situation, ask yourself:
appropriate action.
• Is it illegal?
4. Using the report number and scheduled call back date given to you by the
• Is it against the company’s written standards of behavior or code of business
Interviewer, you call for the follow-up. You may be asked additional questions or
conduct and ethics?
asked to add any additional information at this time.
• Could it cause loss or harm to you, other employees, customers, shareholders, or
the company?
That’ s all it takes to speak up. In just a few minutes, you’ve done your part to make
• Would you feel uncomfortable if everyone knew what you did?
your company a better place to work.
PREVENTION STARTS WITH YOU.
If you answer “yes” to any of these questions, don’t do it!
Unethical, illegal, or unsafe acts can cause serious loss or harm to a company, its
employees, and its customers. This is why it’s everyone’s responsibility to help If the answers still aren’t clear, don’t take chances.
prevent these activities.
Talk it over with a manager, supervisor or human resources representative. It could be
Let’s work together to build a great workplace. one of the most important discussions you ever have.
THOSE ARE THE COMPANY’S PROBLEMS, WHY SHOULD I CARE?
Losses due to illegal, unethical, and irresponsible activities c an affect all of us. We pay 2. SPEAK UP
in many ways.
Unfortunately, people don’t always make the right decision. If you become aware of
• Our personal safety and security may be jeopardized. unethical, illegal, or irresponsible activity, don’t ignore it.
• The financial losses may mean fewer growth opportunities. • Say something that expresses your awareness and concern. You can have a
powerful influence on others. Reminding someone to think before acting may help
• Employee morale may be harmed.
prevent them from making a big mistake.
• Discuss it. If the situation doesn’t improve, don’ t keep it to yourself. Ignoring a
WHAT’S MY ROLE? problem only allows it to grow more costly and frustrating.
There are two simple steps anyone can take to help.
1 Source: http://ir.cokecce.com/ombudsman.cfm

405. China Ocean Shipping
COSCO Sustainable Development 2007 1 development of the company. In 2007, Discipline Inspection Team of COSCO Group
enhanced the organization and coordination of the construction of punitive and
Social Performance Indicator and Key Report preventive system, actively promoted the implementation of the punitive and
preventive system, and the construction of the penal system achieved marked results.
Anti-Corruption In June, four inspection and supervision groups were sent to conduct examinations on
the seven aspects and 66 tasks involved in the construction of the penal systems in
To manage the risks of possible damage to reputation brought abo ut by any corruptive the 31 affiliated companies of COSCO Group in 25 days. The problems in the systems
behavior of the employees or business partners, COSCO Group needs a supporting were rectified, and the construction of punitive and preventive systems strengthened.
system for the management procedures. COSCO (Group) Corporation and its
subsidiaries have implemented the management methods with regard to the From 2006 to 2007, COSCO Group companies strengthened the construction of the
punishment and prevention of corruption formulated by the COSCO Group punitive and preventive systems, revised 1083 old clauses and formulated 1159 new
headquarters. With the effective risk management system, corruption is prevented. In clauses with regard to operation, finance, labor, personnel, supervision management,
2007, the COSCO Group's anti-corruption management revolved around the risk management, internal audit and performance monitoring, etc.
requirements of the Global Compact. The company strengthened its culture Highlight the key emphasis in the anti-corruption education, and focus on the
construction and anti-corruption work, continued to promote the construction of the promotion of the leaders' faiths and the education on honesty
anti-corruption penal system, strengthened internal supervision, actively rectified the
problems uncovered, promoted the construction of an honest enterprise, and In 2007, the entire group distributed 103,375 copies of educational materials, held 187
prevented the possible risks related to corruption. And in the design and special reports attended by 17,593 people, organized 963 meetings for 14,824
implementation of anti-corruption work, COSCO Group works hard to learn the midlevel and senior officials to study the anti-corruption documents, and organized
advanced international anti-corruption management methods. By studying the anti- talks and discussions for 9,312 people about honest employment.
corruption evaluation system of the related enterprises of Det Norske Veritas (DNV), COSCO Group issued the Notice for COSCO Group Honesty Construction, and
drawing on the experience in the developing of its own system, and referring to the deployed two secondary companies to conduct the honesty construction work.
relevant codes and methods in the implementation of the anti -corruption system, Companies at all levels launched their respective honesty construction activities, and
COSCO Group continues to improve the overall structure and operation of its anti- promoted the culture of honesty among the leadership groups. The Supervision
corruption system and elevate its anti-corruption and risk prevention capabilities with Department of the Group continues to power the construction of honest corporate
the guidance of advanced international experience. culture, launches education programs on honest employment for the employees, and
Power the construction of the anti-corruption system proposes new requirements for discipline observation and business integrity. Staff
members sent abroad are educated about business integrity, and given the Manual of
COSCO (Group) headquarters, in accordance with COSCO Group Implementation Business Integrity of the Overseas Employees of COSCO Group to learn about and
Guidelines for the Implementation of The Establishment of A Sound Educational, comply with the principles. COSCO Bulk Carrier compiled and distributed the
Supervision and Punishment System to Prevent Corruption (referred to as "the Business Integrity Manual among all the employees in the headquarters, grassroots
Implementation Guidelinesó), promotes the anti-corruption work, and the units and ships to improve the staff's awareness of business integrity.
establishment of the punitive and preventive system and the sustainable and healthy
1Source: http://www.cosco.com/GC_report/GC_report2008/web-en/c6-2-2.html

The honesty and self -discipline principles have become institutionalized for the employment, the implementation of the "three important and one big" initiative, capital
leaders. Members of the Party have signed the COSCO (Group) Corporation Party management, the key project of Guangzhou COSCO Plaza, and the performance of
Member Honesty Construction Public Commitment." Midlevel and senior employees in employees sent to overseas joint venture and listed companies, identified and rectified
the companies have also signed the business integrity commitments and participated the problems, improved the management system of the legal persons, and fixed
in business integrity discussions. Leaders at all levels have enhanced their honesty management loopholes.
and self-discipline, and promoted the implementation of the business integrity
Centering on fund management, COSCO Qingdao strengthened the allocation and
principles.
use of funds of it headquarters and subsidiaries, enhanced the supervision and
Enhance the supervision of major businesses, and conduct target-oriented inspection on issues related to the "small exchequer," and rectified the problem of
efficiency supervision concealed accounts of COSCO Qingdao Shipping.
In 2007, the supervision departments, on behalf of the state-owned corporate COSCO Dalian conducted efficiency supervision on the procurement of spare parts
shareholders, conducted inspections and efficiency supervisions on the funded joint for ships.
ventures and listed companies. The operation of the subsidiaries was standardized,
COSCO Logistics Company organized various sections to strengthen the
and the values of state-owned assets preserved and increased, which safeguarded
management of price difference in the ship agency business, the procurement of
the rights and interests of the shareholders of COSCO Group. Based on the discipline
warehousing and delivery equipment, and the monitoring and supervision of the
inspection and supervision on the important work in 2006, COSCO Group enhanced
efficiency of transport operations.
the targeted and systematic monitoring of main business lines, promoted the business
operation standards, increased revenue and reduced expenditures. CHIMBUSCO inspected for management loopholes and problems in terms of bonded
oil pricing, preferential price management, order confirmation, financial management,
COSCO Group focused on the important business links, such as price negotiation,
customer management, collaborative relationship, and so to, rectified the problems
taking advantage of the price difference, changing the shipping bills, cost control,
uncovered, and achieved satisfactory results.
freight rate management (including approval of special discounts and the
implementation of freight rate), financial management and cargo ship business, etc, In 2007, COSCO Group completed 1117 supervision, inspection and effectiveness
and conducted operating discipline inspections on the management headquarters, monitoring tasks, inspected 1,584 companies, identified 711,780 problems of various
companies directly under the Group, port branches and networks. kinds, put forward 780 suggestions for rectification and reform, improved 125 rules
and regulations, and restored and avoided economic losses of RMB 12.8752 million.
COSCO Bulk Carrier focused on the regularization of the power operation mechanism
of the companies at grassroots level, propelled the improvement of such management Enhance the anti-bribery compliance, and ensure the legitimacy and
systems as power constraints, power control and use, and legal operation, etc. The effectiveness of the enterprise's operation
company also conducted efficiency supervision and performance inspection on the
COSCO Group attaches great importance to the control of commercial bribery. Capt.
honesty of the key departments and employees on important posts.
Wei Jiafu and Secretary Chang Fusheng repeatedly stress at relevant meetings that
COSCO Guangzhou strengthened the supervision and management on the leaders at the requirements for the control of commercial bribery must be implemented, the
all levels and the overseas staff, conducted supervision and monitoring of honest implementation of commercial bribery control enhanced, the problems of commercial

bribery prevented, so as to contribute to an optimized business environment. In 2007, discipline inspection group of the Party handled 78 reports and conducted direct
COSCO Group increased the intensity of the work on commercial bribery on the basis investigations on 14 of them. In 2007, the discipline and supervision organizations at
of the commercial bribery monitoring in 2006, and continued to clamp down on all levels dealt with a total of 22 cases and settled all of them. Among the nine filed
commercial bribery. In businesses where commercial bribery frequently occurs, such cases, seven were settled, rate of settlement 77.8 percent. Punishment was ruled out
as freight agency, shipping agency, material procurement, shipbuilding and on seven people, eight people were arrested, and four sentenced.
purchasing, ship repair and infrastructure projects, etc., the companies conducted in -
Enhance and innovate interior audit, and prevent problems and risks
depth self-examination and self-rectification, strengthened the business system,
operated openly and transparently to prevent commercial bribery. The prevention of In 2007, the audit departments at different levels enhanced the internal audit work by
commercial bribery in the COSCO consolidation and logistics system was highly integrating it with the business management, and brought into full play the role of the
focused and forcefully carried out, hence yielding satisfactory results. In order to audit work in management promotion and risk prevention. Throughout the year, 7037
regulate business practices and the price discount operation, th ree inspection teams, audit tasks were completed, and 2514 audit suggestions proposed. Illegal cash of
altogether 19 inspectors, were dispatched by the headquarters of COSCO Logistics to RMB 10.341 million was discovered, and the increased revenues and saved
conduct special inspections on the 36 companies in seven regions. The companies expenditures totaled RMB 56.59 million. Among them, the parent company of COSCO
conscientiously implement the Provisions to Prohibit Advantages Gained from the Group completed 30 audit tasks, assessed 160 project audits, proposed 257 audit
Posts issued by the CPC Central Commission for Discipline Inspection. Leaders at all advices and suggestions, detected RMB 9.881 million in illegal cash, increased
levels and the employees have enhanced their consciousness of commercial bribery revenues and prevented economic losses by RMB 14.828 million.
prevention and their awareness of standardized, honest management, and the
• Anti-corruption work was carried out systematically by all the companies
competitiveness of the company has been improved significantly.
according to the requirements of COSCO Group, and a series of effective actions
Confirm, report and investigate the cases, and punish the violators and were organized in accordance with the spirits of honesty supervision and anti-
defaulters corruption.
COSCO Group ensures the smooth flow of the petition and reporting channels, gives
a high degree of attention and concern to the problems raised by the workers and staff
members. The problems on the part of the leaders and in the business activities
discovered in the petitions, reports and investigated cases will be dealt with by the
discipline and supervision departments at various levels. The departments will
propose suggestions with regard to the work of the leaders, the improvement of
relevant systems and the enhancement of business management in accordance with
the objectives of constructing a harmonious enterprise and strengthening democratic
management.
In 2007, the discipline inspection commissions at various levels handled a total of 142
letters and reports of complaints, among which 137, or 96.5 percent, were settled. The

407. Stora Enso
sustainability performance 2008 1 Our employees’ behaviour towards Stora Enso

• Follow the house rules
Social responsibility
• Ensure your workplace is safe, healthy and fair
The Stora Enso Code of Conduct
• Take care of the company’s valuables
Our new Code of Conduct was launched in October 2008 and summarises the • Safeguard confidential information
essence of our policies, principles and guidelines relating to human and labour rights.
Its purpose is to ensure that every one of our employees has an equal right to a
workplace that is safe, healthy and free of discrimination and that as a global The way we do business in Stora Enso
organisation we always take responsibility for our actions in different countries, and
comply with local laws and regulations. The Code of Conduct applies equally to every • We don’t allow bribes or corruption
single Stora Enso employee, no matter who they are or where they are. • We believe in fair and free trade
The Code of Conduct also includes a grievance channel for employee complaints or • We avoid conflicts of interest
concerns regarding violations of the Stora Enso Code. All concerns can be reported in
confidentiality to the Stora Enso Head of Internal Audit.
The Code of Conduct is supported by an e-learning tool with practical examples, Sustainability News 2007²
advice and interactive case exercises, and every one of our employees will take it. We
Playing fair to win
will give face -to-face training to our employees who don’t have access to the internet.
In business, fair play goes a long way. In a competitive world, the winning companies
Our target is to have all of our employees to complete the Code of Conduct training by
are the ones who compete ethically and honestly.
the end of 2009.
This autumn, Stora Enso took a step forward in business ethics. We expanded our
The Stora Enso Code of Conduct highlights the following:
business practice principle and launched a new set of business practice guidelines.
Stora Enso’s behaviour towards employees and communities The principle sets general standards for ethical behaviour and the guidelines offer
more detailed information on how to apply the principle in various situations with
• We obey local laws and regulations
different stakeholders. Good business practices go beyond guidelines, because it
• We respect and promote international human and labour rights means living and abiding by those guidelines every day.
• We are a responsible neighbour Stora Enso’s business practice principle and guidelines take a solid stand against
bribes, kickbacks and similar corrupt practices. By working to identify and eliminate
• We are committed to sustainability
facilitation payments, we will further strengthen the transparency of our accounting
• We communicate clearly and on time practices. There are clear instructions for sponsorships, charitable contributions, gifts,
hospitality and expenses, as well as for political contributions.
1Source: http://www.storaenso.com/media-centre/publications/sustainability-report/Documents/Sustainabilty%20Performance%202008.pdf
²Source: http://www.storaenso.com/sustainability/publications/sustainability-news/Documents/sustainability-news-32007.pdf

I see that a company is like a big team of players who all need to follow the same STORA ENSO CODE OF ETHICS STATEMENT²
rules. In any game, all players are expected to compete and win fairly. Our policies,
principles and guidelines will help us do that. I also feel that these rules unite the Stora Enso is committed to sustainable business practices. Sustainability is one of the
company – all our employees all over the world equally, regardless of what they do or Group’s key success factors, and is seen as inseparable from good corporate
where they are located. Cultural differences will not affect the fact that same rules governance.
apply everywhere at Stora Enso. Stora Enso expects that its management and employees follow ethical principles in
A culture of openness, honesty and sincerity is necessary to compete and win fairly. their work. This statement sets out a code of fair and ethical conduct to be followed by
Our new guidelines ensure that Stora Enso will continue to be a trustworthy supplier the management and employees of the Group.
and partner. Doing the right thing not only makes a good company, but a winning Stora Enso’s Code of Ethics is based on policies and principles established by Stora
company. Enso’s Sustainability management.
The principles and practices referred to in this Code of Ethics statement are found in
the following documents:
• Stora Enso Corporate Governance
Stora Enso Principles for Social Responsibility1
• Stora Enso Communications Policy and Principles
Business practice
• Stora Enso Electronic Communications Media Policy
• We cooperate with our stakeholders in an honest, open-minded and
non-discriminatory way. • Stora Enso Financial Code of Ethics
• We support free and fair competition. Price-fixing, market sharing and • Stora Enso Anti-Fraud Policy
similar anticompetitive practices are prohibited.
• Stora Enso Environmental and Social Responsibility Policy
• We neither take nor give bribes. Kickbacks and similar corrupt practices
• Stora Enso Corporate Social Responsibility Principles
are prohibited.
• Stora Enso Occupational Health and Safety Policy
• We work to identify and eliminate facilitation payments.
• Stora Enso Competition Law Compliance Programme
• We reflect our business transactions, openly, accurately and fairly in
the accounts of the company.
• We avoid political contributions. The management of Stora Enso will be responsible for monitoring and enforcing these
policies. Any violation of these polices, principles and guidelines will be closely
• Our employees must avoid conflicts of interest between their private
examined, and the necessary action will be taken.
financial and other activities and the business of the company.
1Source: http://www.storaenso.com/sustainability/policies/principles-for-social-responsibility/Documents/sr-principles-english.pdf
²Source: http://www.storaenso.com/sustainability/policies/Documents/code -of-ethics-statement-december-2006.pdf

Stora Enso has the right and the obligation to amend, modify, waive or terminate
these policies, principles and guidelines. However, Stora Enso shall notify any such
amendment, modification, waiver or termination in a similar manner as this statement
is published.
Annual Report 20071
Sustainability
External recognition: Dow Jones Sustainability Indexes
Stora Enso was among the top three sustainability performers in the forest and paper
industry, and the only one to be included on the pan-European DJSI STOXX index in
2007.
In the evaluation, Stora Enso’s sustainability performance continued to be above the
industry average, and our environmental performance was considered to top of the
industry. Stora Enso received the highest possible score (100%) for advanced
environmental performance, which covers direct and indirect gree nhouse gas
emissions and fuel consumption. We also had top scores within the industry for
environmental reporting, sustainable forest management, product stewardship and
climate strategy.
Regarding issues where improvements were recommended in the corresponding DJSI
assessment in 2006, Stora Enso has clearly improved in codes of conduct,
compliance, corruption and bribery, and the Group ’s approach to stakeholder
engagement and systematic supply chain management. In spite of many positive
developments, scores for human capital development and talent attraction and
retention remained weak. Stora Enso will consequently continue to strive for
improvements in these areas.
The Dow Jones Sustainability Indexes assesses the economic, environmental and
social aspects of some of the world’s largest companies. Stora Enso has been
included in DJSI STOXX continuously since 2001.
1Source: http://www.storaenso.com/Documents/annual-report-2007-eng.pdf

Social responsibility • business practises with agents and business partners, and
• political contributions.
Code of Ethics compliance
Stora Enso’s Code of Ethics compiles all of our major policies, principles and
The principle applies to every Stora Enso employee. All Stora Enso managers are
guidelines within a single document. The target for 2007 was to develop tools to
responsible for monitoring and observing adherence to the business practice principle
support the enforcement and monitoring of the Code. This has involved updating our
and guidelines. To guide employees on how to act in these situations in accordance
principles for social responsibility, particularly on business practice, and also defining
with our business practice principle, we are going to develop an e-learning tool during
guidelines to explain what we consider as fair and ethical behaviour in our everyday
2008. This tool will eventually be used by all Stora Enso employees. We have also
work. A new grievance channel for emloyees was also developed for complaints or
integrated information on ethical business practices into our Group-wide training
concerns regarding violations of the Stora Enso Code of Ethics. The new business
programmes. In addition, since autumn 2007 ethical business practices have also
practice principle and guidelines have now been included in our internal auditing
been included in annual internal audits.
procedures. A major task in 2008 will be the creation of an e-learning tool for all
employees to further improve enforcement. For more information about the function-specific guidelines we have drawn up to
support the implementation of our business practice principle. Read more at
Business practice
www.storaenso.com/businesspractice.
Stora Enso’s business practice principle was revised in autumn 2007 to reflect
A new channel for reporting on violations
business experience and tighter regulatory requirements. The new revised principle
now explicitly mentions Competition Law Compliance, and addresses facilitation As part of the implementation of the business practice principle, a new grievance
payments and political contributions. Other areas covered by the principle include fair channel has been developed through which Stora Enso’s employees are encouraged
and non-discriminatory cooperation with all stakeholders, avoiding conflicts of interest, to report any violations of the Stora Enso Code of Ethics. This can now be done
and prohibiting anti -competitive or corrupt practices such as bribes or kickbacks. anonymously and confidentially, without the risk of being discharged, suspended or
otherwise discriminated against. All such complaints are carefully examined, to ensure
To support the implementation of the revised business practice principle, Stora Enso
that the necessary actions are taken.
also developed new business practice guidelines in 2007. These guidelines help our
employees to understand in more practical terms what ethical business dealings with
all stakeholders involve. The guidelines also give specific definitions and instructions
regarding:
• facilitation payments
• charitable contributions and sponsorships
• gifts, hospitality and expenses

410. Goodyear Tire & Rubber
Corporate Responsibility Report 20071 Corporate Compliance and Ethics department provides regular board of director
updates on ethics and compliance activities, and committee members take an active
Social Responsibility role in reviewing the activities and processes designed to uphold Goodyear’s
commitment to ethical behavior.
Ethical Business Practices Goodyear’s leadership team is committed to ensuring business is conducted in a way
Seeking innovative ways to reinforce how ethical behavior is embedded in daily that promotes ethical behavior and legal compliance, creates a work environment that
activities, Goodyear’s Corporate Compliance and Ethics department created an fosters mutual respect, openness, individual integrity and remains steadfast in efforts
ethical awareness campaign in the company’s North American retail stores and to maintain the good name of Goodyear.
manufacturing locations. Covering topics from Goodyear’s Business Conduct Manual,
each location receives posters, bulletins and talking points so managers can lead
quarterly discussions on each issue.
All associates are given a copy of the Goodyear Business Conduct Manual, which Business Conduct Manual²
defines the behaviors necessary to support Goodyear’s high standards and reiterates
FOREIGN CORRUPT PRACTICES ACT
the fact that all employees are required to comply with all applicable laws and
practices. Goodyear expects every associate to know and understand the company’s Goodyear is an American corporation doing business globally through many foreign
ethics policy, and every associate must agree to act in accordance with it. Salaried offices, operations and subsidiaries. As such, it is governed by the laws of every
associates are required to certify they have read the Goodyear Business Conduct country where it does business. The Foreign Corrupt Practices Act makes it a crime
Manual. Recertification, required on a regular basis, is a condition of employment. under U.S. law to bribe or make other illegal payments to officials, employees and
agents of foreign governments. Because the FCPA applies to Goodyear and its
Suppliers, contractors and other persons and organizations doing business with
subsidiaries and affiliates outside the U.S., our policy is that no Goodyear associate or
Goodyear are directed to the Business Conduct Manual on the company’s Web site
representative will make any improper payment to anyone, inside or outside the U.S.,
so they can read and be aware of its obligations and requirements. A copy of the
in order to get or keep business, or get special treatment for Goodyear. Rather, we will
Business Conduct Manual is available on:
give up any business opportunity which can be won only by giving improper or illegal
http://www.goodyear.com/investor/pdf/business_conduct_manual.pdf
payments, bribes, rebates, kickbacks, or similar inducements being given by or on
Additionally, associates are encouraged to report any actual, suspected or potential behalf of the company.
misconduct to either management or the corporation’s ethics hotline. Available toll-
Generally, “illegal payments” are any commissions, rebates, kickbacks, consulting or
free 24 hours a day, 7 days a week from anywhere in the world, associates can report
other service fees, special discounts, certain entertainment, and other transfers of
anonymously or provide their name and contact information. Every allegation is
money or any other form of value where it is known, or reasonably suspected, that any
investigated and Goodyear strictly prohibits any retaliation for reports of violations
part of the payment or transfer will go to reward an official, employee or representative
made in good faith.
of a foreign government for getting or keeping business, making a favorable decision,
Responsible for compliance, ethics and privacy issues on a global basis, Goodyear’s
1 Source: http://www.goodyear.com/corporate/about/responsibility/gy_corpresp_en07.pdf
²Source: http://www.goodyear.com/investor/pdf/business_conduct_manual.pdf

or gaining an improper advantage for Goodyear. Such payments are equally illegal • not exceed US$100.00 in value without prior management approval;
when they are made by or through any intermediary or consultant, rather than directly
• be customary in the country, and if disclosed, not embarrassing to the recipient or
by the company.
to Goodyear; and
Because Goodyear is global and deals constantly with foreign officials, our policy is
• be recorded promptly, fully and accurately on the company’s financial books and
very restrictive. No violation will be tolerated, even if no crime under the FCPA is
records.
charged or proved. Even if payments are legal or customary in the foreign country,
they may well violate the FCPA, so they will be considered violations of Goodyear
policy.
GIVING AND ACCEPTING GIFTS
Whenever an independent agent, sales consultant or a similar representative
For a global business like Goodyear’s, giving or receiving gifts may create a sense of
(including a consultant to whom we will pay a success fee, when that consultant must
obligation or of favoritism toward the other party, and for this reason our policy on gifts
deal with third parties) is retained with respect to any business outside the U.S.,
is deliberately restrictive.
including U.S. exports, a written agreement specifically approved by the Law
Department must be signed by Goodyear senior management and by the In many of the world’s cultures, the exchange of gifts often is more a symbol of the
representative. Negotiating and approving such arrangements must be done with successful formation of a business relationship than an inducement to form such a
care, and there must be full disclosure to the Law Department of all facts and relationship. Remember that you are giving or getting any gift on behalf of the
circumstances. Details of what is required are spelled out in the booklet “International company, and not as an individual.
Guide for Those Acting for Goodyear.” [See “Other Resources,” page 2.] If you are
No associate may give a gift of more than nominal value to a supplier, customer or
employed by a Goodyear company outside the U.S., the documents referred to may
other person with whom we may do business unless it is clear that, under the
be approved by the lawyers advising that company.
circumstances, the item meets all these criteria:
It is important to observe the following general rules when you deal with international
• the item given is customary and in no way would appear improper or
business and especially with foreign governments:
inappropriate to the recipient or another observer;
• Never do a “favor” (such as providing an altered invoice, or sending payments
• the gift imposes no sense of obligation on the giver or recipient;
somewhere different from what the contract directs) for, or make an
accommodation payment to anyone with whom Goodyear does business. • the gift does not result in any special or favored treatment between the giver and
recipient; and
• Never give anything of value to someone to influence a decision, to get or keep
business, or gain an improper advantage for the company. • the item given could not be considered extravagant or excessive by the recipient
or another observer. Likewise, you may not use anyone else to present a gift that
• But if you do give a “facilitating payment” or “tip” to get low-level foreign
is prohibited by the company’s policy.
government personnel to do minor, routine functions or services that Goodyear is
already entitled to under local law, it must:

Goodyear policy prohibits all associates from accepting gratuities, such as gifts, REPORTING VIOLATIONS THROUGH THE NETWORK
entertainment or travel, from vendors and suppliers to avoid even the appearance of
Any associate may choose to report a violation or raise a question through THE
bias or favoritism in purchasing goods and services. The only exceptions to this rule
NETWORK, an independent telephone answering and intake service Goodyear has
are infrequent gifts of nominal value, such as calendars and logo pens (gifts of cash
hired for this purpose. You may report anonymously through THE NETWORK and
are absolutely prohibited), or infrequent entertainment (such as a restaurant meal)
only through THE NETWORK. If you do so, Goodyear will not be informed of your
personally hosted by a vendor representative and held in conjunction with business
identity as the caller, but enough information about the possible violation must be
discussions. The associate must refuse or return any gratuity of fered or received that
given for there to be an effective investigation. THE NETWORK can be used for any
is improper under company policy. If refusal or return would damage an important
report, anonymous or not, including reports directed to Goodyear’s Audit Committee,
company relationship, then the gift should be turned over to the company.
as in the case of questionable accounting or auditing matters.
VIOLATIONS AND DISCIPLINE
Associates who violate the law expose both themselves and Goodyear to serious
penalties, up to and including substantial fines and lengthy imprisonment. Therefore,
the importance of compliance with both company policy and the law must be
reinforced by company-imposed penalties for violations. Any associate who:
• violates any company policy or legal requirement applicable to the associate’s
work,
• conceals or destroys evidence of anyone else’s violation, or
• withholds information from, or refuses to cooperate with an investigation of a
possible violation, will be subject to appropriate discipline, up to and including
discharge and forfeiture of benefits.
Associates who believe that a violation is being, or has been, c ommitted by another
associate, or by a consultant or other person working on behalf of the company,
should report to their management, or to the Law Department or THE NETWORK if
they prefer not to talk to the manager. Goodyear will not allow retaliation for reports of
violations that are made in good faith. However, it is important to remember that
reporting a violation in which you participated does not exempt you from penalties,
since you are always accountable for your own actions and behavior.

411. Skanska
Sustainable development 2008 1 Code of Conduct²

Business ethics Behaviour in Our Marketplace
During 2008, the revised Skanska Code of Conduct was published and is now being Corruption, bribery and unfair anti-competitive actions distort markets and hamper
implemented across all business units. Skanska has always provid ed an exemplary economic, social and democratic development. Skanska does not tolerate such
standard for the construction industry. As previously reported, the Company was activities.
instrumental in the development of the United Nations Principles for Countering
• We shall not act contrary to applicable competition laws.
Bribery in the Engineering and Construction Industry.
• We shall not, directly or indirectly, offer or give any undue payment or other
The new Code, which provides enhancements to the original version published in
consideration to any person or entity for the purpose of inducing such person or
2002, is better aligned with relevant international frameworks, including the UN Global
entity to act contrary to prescribed duties in order to obtain, retain or direct
Compact and the World Economic Forum’s Partnering Against Corruption Initiative
business or to secure any other improper advantage in the conduct of Skanska’s
(PACI). Among the updates is the explicit recognition of the rights of indigenous
business.
people and a more comprehensive approach to the reporting of breaches or
suspected breaches of the Code, including upgrading of independent communication • We shall not, directly or indirectly, solicit or accept any undue payment or other
channels. consideration that is given for the purpose of inducing us to act contrary to
prescribed duties.
Adding value to society
• We record the correct nature of all financial transactions by recording them in
A large proportion of the Company’s revenue finds its way into society via the supply
accordance with locally Accepted Accounting Principles and in all Group reporting
chain, with suppliers representing 70 percent of annual expenditure for Skanska. The
follow International Financial Reporting Standards (IFRS) and applicable Skanska
impact, positive or negative, of the Company’s operations is therefore felt primarily
Policies and Rules.
through the supply chain. The most effective way to enable social improvements such
as workers’ rights, increased diversity and zero tolerance to bribery or child labor, is • We have controls in place in our IT procedures to ensure adequate levels of data
via suppliers. protection for our clients.
As well as providing a platform for economic and social change, Skanska’s operations
result in the payment of direct and indirect taxes. In 2008, 87 percent of revenue was
paid either to employees as salaries or to subcontractors and suppliers for the
fulfillment of contracts.
A significant proportion of this will have benefited society via further taxation at local
and national level. Through careful application of policies and practices that have
been developed to ensure sustainability, Skanska is able to share the benefits of its
business success with a wider society – environmentally, socially and economically.
1Source: http://www.skanska.com/upload/About%20Skanska/Sustainability/Reporting/Sustainability_2008.pdf
²Source: http://www.skanska.com/upload/About%20Skanska/Sustainability/Responsibility/47CodeConduct_301008.pdf

Sustainability Social Responsibility1
Training & education
Policies and strategies

Skanska’s Code of Conduct and the Environmental Policy specify mandatory training
regarding the environment and business ethics for all employees. In addition, Skanska
has a strategic focus on the development of its personnel. Training is managed on the
business unit level with two exceptions. First, there is a Group-wide program for the
top 250 executives, Skanska Top Executive Program (STEP), which focuses on
strategy, change and leadership. This program is delivered in partnership with the
business school IMD in Lausanne, Switzerland. Secondly, training and development
activities are provided for the top 35 executives, such as executive programs at
business schools, which are managed from Skanska AB.
1 Source: http://www.skanska.com/en/About-Skanska/Sustainability/Social-responsibility/Training--education/

413. Manpower
Corporate Social Responsibility Update 1 Corporate Governance

As a publicly traded company, Manpower is committed to providing shareholders with
A Message from Jeffrey A. Joerres
an optimal return on their investment. We believe the long-term, superior returns we
deliver are the result of the management decisions we make.
Starting At Home
However, we also believe they result from our long tradition of operating at the highest
Our company made a major environmental statement in September 2007 when we levels of integrity. This is demonstrated in everything we do – from the transparency of
opened the doors of our new global headquarters in Milwaukee. Our building was our shareholder communications to the benefits we offer our temporary employees
designed in accordance with the United States Green Building Council’s Leadership in and contractors. Manpower has an uncompromising and comprehensive corporate
Energy and Environmental Design (LEED) standards to promote sustainable design governance program that is designed to ensure transparency in our operations and
and achieve specific environmental and energy performance goals. This beautiful and comply with all rules set forth by the U.S. Securities and Exchange Commission. Our
functional structure will serve as a benchmark for all 4,500 Manpower offices around Code of Business Conduct and Ethics, as well as mandatory ethics training for all of
the world as we strive to minimize our organization’s carbon footprint. our people, helps ensure that everyone knows the rules and routinely practices
This year, we are also introducing new global procurement procedures designed to business in an honest and ethical manner.
ensure vendor practices that are consistent with our values and objectives – We are pleased to report that 99.9 percent of our employees around the world
especially those intended to eliminate forced labor, human trafficking and corrupt successfully completed Manpower’s Code of Conduct training in 2007. Our goal for
business practices. And we will continue to expand our workforce development efforts 2008 and beyond is 100 percent compliance. Find out more about Manpower’s
in areas where our expertise can serve more people and the communities where they corporate governance policies at:
live. We have been doing this for 60 years, through good times and bad, and these
efforts will continue. www.manpower.com/about/corporategovernance.cfm.
Our determination to champion an agenda of social responsibility remains constant.

Our reputation for transparency and good governance is unsurpassed. Clients,
candidates, governments and other organizations rely on us for the principled
leadership and insight that help them excel in the changing world of contemporary Code of Business Conduct and Ethics²
work. Our stakeholders recognize us as an organization with integrity, and we will
never compromise the trust we have established with them. In this, Manpower’s
second Social Responsibility Report, let me express how proud I am of the work we Except with the prior knowledge and consent of the Company, no Covered Person will
do and of the passion and commitment of each of my 33,000 colleagues. I’m sure I have a "conflict of interest" with the Company. A conflict of interest occurs when a
speak for all of us when I say we are gratified that we can make a difference in the Covered Person's private interest interferes in any way - or even appears to interfere -
lives of individuals, their families and our communities. with the interests of the Company as a whole. The following list will serve as a guide
to the types of transactions and relationships that might cause a conflict of interest
and that should be considered as covered by this Code:
1 Source: http://files.shareholder.com/downloads/MAN/521703443x0x259442/c13a45e9-56e7-4b4e-9491-9e4fe50fa44f/MANPCSRsinglepgLR.pdf
²Source: http://www.manpower.com/about/documentdisplay.cfm?DocumentID=1483

• […] Acceptance by a Covered Person or any member of his or her family of Penalties for violations
improper personal benefits as a result of the Covered Person's position in the
Violations of this Code or failure to cooperate with an internal investigation of an
Company, such as gifts of more than token value, loans to, or guarantees of
actual or apparent violation of this Code may constitute grounds for corrective action,
obligations of, the Covered Person or any member of his or her family (other than
up to, and including, immediate dismissal.
from established banking or financial institutions), excessive entertainment, or
other substantial favors from any outside concern or individual which does or is
seeking to do business with, or is a competitor of, the Company or any subsidiary
or affiliate. […]
Corporate Governance 1
Reporting Violations Manpower Ethics Hotline
The Company is committed to supporting Covered Persons in meeting the ethical The Audit Committee of the Board of Directors of Manpower Inc. has established
standards of conduct set forth in this Code and expects all Covered Persons to uphold procedures to communicate with directors and management. To facilitate these
these standards. Covered Persons are encouraged to talk to supervisors, managers communications, the company provides access to the Manpower Ethics Hotline, a toll-
or the compliance officer when in doubt about the best course of action in a particular free telephone number that is monitored 24 hours per day.
situation. If a Covered Person becomes aware of anything that oc curs which could in Manpower employees, shareholders and other interested parties may use the Hotline
any way be construed as a fraudulent or illegal act or otherwise in violation of this number listed below to submit a complaint regarding accounting, internal accounting
Code, the Covered Person is responsible for reporting such occurrence by contacting controls, or auditing matters; to report a violation of Manpower's Code of Business
the Manpower Ethics Hotline at 1-800-210-3458 or the compliance officer at the Conduct and Ethics; or to communicate with the non-management directors of the
earliest possible time. If any such violation seems to involve the compliance officer, company.
the matter should be reported to the Chairman of the Audit Committee or Nominating
and Governance Committee of the Board of Directors, as appropriate. • Hotline Number: 800-210-3458 (Callers from outside the U.S. must dial the
international calling code prefix)
Covered Persons are expected to cooperate in internal investigations of actual or
apparent violations of this Code. To the fullest extent possible, efforts will be made to
keep confidential the identity of any Covered Person who reports a violation. It is also
the Company's policy to prohibit retaliation against Covered Persons who report actual
or apparent violations of this Code in good faith. However, Covered Persons who
have participated in the wrongdoing or knowingly or recklessly provided false
information may be subject to corrective action, up to, and including, dismissal.
1 Source: http://www.manpower.com/about/documentdisplay.cfm?DocumentID=1489

415. T&D Holdings
T&D Life Group CSR Report 2008 1 information to be leaked to third parties after leaving the Company or Group
companies.
The T&D Life Group Compliance Code of Conduct
5. Prohibition of Insider Trading
This Compliance Code of Conduct serves as a basic policy guideline for all employees
and directors of the T&D Life Group to follow in order to ensure that their business We will not use important confidential information that we have obtained in the
activities are conducted in a fair and adequate manner in line with laws, regulations, course of our business for the purpose of making corporate or private
and rules. The code sets specific principles and standards to be observed by investments or for other personal economic activities.
employees and directors to support them in complying with laws and rules in their 6. Response to Antisocial Powers
daily business operations.
We will reject and stringently respond to any antisocial powers and organizations
Anyone not following the Compliance Code of Conduct of the T&D Life Group may be that threaten the order and safety of a civil society.
disciplined for noncompliance with laws or in-house rules.
7. Limitations on Business Entertainment
1. Strict Compliance with Laws, Regulations, and Rules
We will not give or receive gifts and will neither make nor accept offers of
We will comply with social rules, including such laws as the Insurance Business entertainment beyond the extent of social norms.
Law as well as our own inhouse rules. Being aware of the background of these
norms, we will conduct ourselves in an honest manner. 8. Distinction between Private and Public Matters
2. Maintenance and Promotion of Fair and Free Competition In conducting business, we will draw a clear line between our private and public
lives.
Regarding the products and services that we provide to customers, we will not
conduct any illegal acts in competing with other companies, including colluding on 9. Respect for Human Rights
bidding. We will respect human rights and do our utmost to prevent discrimination and
3. Proper Information Disclosure harassment.
We will properly disclose and explain information on our products and services as
well as information about the management of the Company and Group Responsibility and Duty of Management
companies.
The T&D Life Group management will act while recognizing the observance of the
4. Proper Information Management code of conduct as their responsibility and duty and strive to disseminate the code of
We will properly handle customer information that we have obtained in the course conduct among Group companies and play a leading role in promoting the
of our business, including their personal information, in accordance with laws and observance of the code.
regulations. We will properly manage information about the Company and Group Compliance Program
companies that has not been disclosed to the public. We will not allow this
Each T&D Life Group member company takes compliance measures that are based
1 Source: http://www.td-holdings.co.jp/e/csr/csr_report/pdf/e_CSRreport2008.pdf

on the Group’s basic compliance policies and are appropriate for its size and
character in striving to ensure high compliance awareness. For example, T&D
Holdings and the Group’s three life insurance companies have created Compliance
Programs as concrete, implementable plans aimed at aving all employees and
directors practice legal compliance and are performing compliance training and taking
other steps to reinforce compliance in business activities.
Compliance Manual
The T&D Life Group has prepared separate compliance manuals for in-house sales
representatives, office workers, agents, etc. Compliance manuals are used as
guidebooks for daily operations and as teaching materials in compliance training.
Whistleblower System
The T&D Life Group’s three life insurance companies and other Group members have
long been operating their own whistleblower systems. In April 2005, however, the T&D
Life Group Helpline was established for use by all Group employees and directors.
Implementation of the whistleblower system
As a rule, employees and directors who report information through the T&D Life Group
Helpline do not suffer negative consequences for having done so. To ensure the
effectiveness of the system, the Group has made it possible to report information to a
contracted third-party company by phone, via a website, and other channels, and to
do so anonymously. The Group will continue its efforts to promote compliance through
this whistleblower system.

416. Plains All American Pipeline
Code of Conduct 1 possessing trade secret information that was obtained without the owner’s consent, or
inducing such disclosures by past or present employees of other companies is
Conflicts of Interest prohibited. Each employee should endeavor to deal fairly with the Company’s
A “conflict of interest” exists when a person’s personal interest interferes, or may be customers, suppliers and competitors. No employee should take unfair advantage of
perceived to interfere, with the interests of the Company.2 A conflict situation can anyone through manipulation, concealment, abuse of privileged information,
arise when a person takes actions or has interests that may make it difficult to perform misrepresentation of material facts, or any other intentional unfairdealing practice.
his or her Company work objectively and effectively. Conflicts of interest may also The purpose of business entertainment and gifts in a commercial setting is to create
arise when a person, or a member of his or her family, receives improper personal good will and sound working relationships, not to gain unfair advantage with
benefits as a result of his or her position in the Company. Certain situations involve a customers.
high likelihood of conflicts, including (i) an employee serving as an officer, partner or
employee of a business enterprise other than the Company, (ii) an employee having No gift or entertainment should ever be offered, given, provided or accepted by any
personal or family financial interests (including a family member serving as an officer, Company employee or family member of an employee if it: (1) is a gift of cash or
partner or employee) or other business interest in any enterprise that has business securities, (2) would be construed as a bribe or payoff or (3) violates any laws or
relations with or competes with the Company (other than investment in publicly traded regulations. Please discuss with your supervisor the propriety of any gifts or proposed
entities), (iii) an employee acquiring any interest in any entity, property or other asset gifts of which you are not certain. You must never promise, offer or deliver money or
in which the Company has an interest or potential interest, and (iv) the Company other thing of value to or for the benefit of any governmental official or governmental
making loans to, or guarantying obligations of, employees and th eir family members. employee for procurement of action or consideration of a governmental entity or to
obtain or retain business with such government entity.
You must avoid conflicts of interest unless specific, written pre-approval has been
obtained from the Vice President (or Senior Vice President or Executive Vice Reporting any Illegal or Unethical Behavior
President, as applicable) of your business unit or corporate function. In the absence of If you observe illegal or unethical behavior, or have genuine reason to believe that
pre -approval, you must abandon or forfeit the activity or interest that creates the such behavior has happened or is going to happen, you have the responsibility of
conflict, or seek a waiver under Section 9 of this Code. Any pre-approval for an bringing it to the attention of your supervisor or manager or other appropriate
executive officer (an officer subject to Section 16 reporting requirements) must be personnel. We must all work to ensure prompt and consistent action against violations
obtained from the Board of Directors. Conflicts of interest may not always be clear-cut, of this Code. It is the policy of the Company not to allow retaliation for reports of
so if you have a question, you should consult with your supervisor or the legal misconduct by others made in good faith by employees. The Company will take every
department. Any employee, officer or director who becomes aware of a conflict or report seriously, so you should not use these procedures in bad faith or out of
potential conflict should bring it to the attention of a supervisor, manager or other personal vendetta. Bad faith claims may result in disciplinary actions.
appropriate personnel or consult the procedures described in Section 10 of this Code.
Employees are expected to cooperate in internal investigations of misconduct.
Fair Dealing
You should be aware that the individuals who conduct any investigation will be acting
Our business goal is to outperform our competition, fairly and honestly, but never on behalf of the Company, and will not act as your personal representative or lawyer.
through unethical or illegal business practices. Stealing proprietary information, The Company will not, to the extent practical and appropriate under the
1 Source: http://www.paalp.com/_filelib/FileCabinet/Legal/Code_of_Conduct-2008.pdf?FileName=Code_of_Conduct-2008.pdf

circumstances, disclose the identity of E-6 anyone who reports a suspected violation Disciplinary Action
or participates in an investigation. As discussed below, reports may be made
If you violate the provisions of this Code, you will be subject to disciplinary actions, up
anonymously. If your concern relates to unresolved complaints regarding accounting,
to and including dismissal from employment. If you are involved in improper activity,
internal accounting controls, auditing matters or anything else related to our financial
you may be disciplined even if you are the one that reports the matter to the
reporting, please refer to our “Procedures for Reporting Concerns and Complaints
Company. Your conduct in promptly reporting would be considered as a potential
regarding Accounting and Auditing Matters.” Otherwise, follow these procedures in
mitigating factor in any disciplinary determination.
making a report:
This Code reflects general principles to guide employees in making ethical decisions
• Organize your thoughts.
and cannot and is not intended to address every specific situation. As such, nothing in
In order to reach the right solutions, we must be as fully informed as possible. this Code prohibits or restricts the Company from taking any disciplinary action on any
Before making a report, ask yourself questions such as: What is the specific matters pertaining to employee conduct, whether or not they are expressly discussed
action or activity that you are questioning? Who is involved? What principles or in this document.
provisions of the Code are implicated? Do not attempt to perform your own
investigation. Simply report the facts as you know them.
• To whom should you report?
In most cases, if you have a question or concern about the Code, you should
discuss it with your supervisor. If for any reason you are uncomfortable
discussing the matter with your supervisor, or you are dissatisfied with the
answer, you may bring it to the attention of the Human Resources Department or
the General Counsel. If for any reason you are uncomfortable with any of the
above choices, you can call our Hotline at 1-877-778-5463.
• How should you report?
Whenever practical, any report of a potential violation of this Code should be
made in writing. If you wish to submit a complaint or concern anonymously, you
should call the Hotline at the number listed above, and inform the operator that
you wish to remain anonymous. The operator will ask you if you are willing to call
again after a few days, in case the Company has any follow-up questions. You
will choose a “code name” to identify yourself when you call again. The Hotline is
run by an outside service provider that does not use Company phones or
Company computer systems.

417. U.S. Bankcorp
Code of Ethics and Business Conduct1 responsibility for the oversight of all aspects of the Code of Ethics and Business
Conduct.
INTRODUCTION
U.S. Bank Ethical Principles
U.S. Bank ’s Code of Ethics and Business Conduct • Uncompromising Integrity: doing the “right thing” without compromise for our
customers, suppliers and shareholders – even when circumstances make it
U.S. Bank prides itself on the fact that its employees and directors are clear, truthful difficult. We are clear, truthful and accurate in what we say and do.
and accurate in what they say and do. The following ethical principles are intended to
be a guide to all by providing a framework for ethical behavior. • Respect: treating one another with respect and dignity; appreciating the diversity
of our workforce, our customers and our communities.
They cannot, however, anticipate every circumstance in which employees may be
required to act. Employees must exercise good judgment and act in a manner that • Responsibility: taking accountability for ethical decisions and actions; asking for
preserves and enhances the reputation of U.S. Bank. clarification when necessary and reporting concerns or violations in the
workplace.
Employees and directors are expected to act lawfully, ethically and professionally in
the performance of their duties at all times. While the Company will always compete • Good Citizenship: complying with the spirit and intent of the laws that govern our
aggressively, it will not compromise ethical standards and will not violate governing business; contributing to the strength and well-being of our communities and
laws. An illegal or unethical act cannot be justified by saying it benefited the Company, shareholders.
or that it was directed by someone else in the organization, even a higher authority.
Employees are never authorized by the Company to commit, or direct another
employee to commit, such an act. Also, disparaging remarks or comments to or about TAKE RESPONSIBILITY
fellow employees, U.S. Bank customers or suppliers will compromise or jeopardize the It is up to each employee to protect the reputation of U.S. Bank and the privacy of its
Company’s reputation and are not acceptable. customers. Being unfamiliar with Company policies or the laws that govern the
In addition to complying with these standards, employees are expected to report business is never an acceptable reason for failing to achieve the Company’s high
violations or suspicious activity. Please refer to Section 2 of this handbook, Seek ethical standards.
Clarification and Report Problems, to determine how and where to report issues. U.S. In addition to other obligations described below and throughout this document, your
Bank provides confidential reporting vehicles and prohibits retaliation against responsibilities include:
employees who report issues in good faith.
• reading, understanding and complying with all of the provisions of this Code;
U.S. Bank’s high ethical standards are supported with enforcement. Any action or
behavior that, in the opinion of U.S. Bank, violates or jeopardizes its ethical standards • complying with the laws and regulations that apply to U.S. Bank’s business; and
may result in immediate disciplinary action up to and including termination. To • reporting violations and suspicious activity that may jeopardize the Company’s
underscore the commitment to ethics at U.S. Bank, Jennie Carlson, Executive Vice reputation or business.
President of Human Resources, has been appointed as the Chief Ethics Officer with
1 Source: http://www.usbank.com/cgi_w/cfm/about/ethics/pdf/Ethics_Handbook.pdf

U.S. Bank relies on you to not only understand and comply with U.S. Bank’s ethical U.S. Bank Code of Ethics and Business Conduct, whether implicit or explicit, are
standards, but to report violations or suspicious activity when appropriate. There are generally prohibited. No waivers of the Code may be granted to executive officers
many resources for you if you have questions about the Company’s ethical standards or directors without approval by the U.S. Bancorp Board of Directors, and any
or need to report problems, violations or suspicious activities. In a nutshell, this means such waiver will be publicly disclosed. No waivers of the Code may be granted to
that all of us must be clear, truthful and accurate with customers, regulators, suppliers, other employees without approval by the CEO.
shareholders and with each other. Please familiarize yourself with those resources as
• Cooperate with Investigations. Suspected acts of dishonesty, misconduct, or
well as our non-retaliation policy in Section 2 of this handbook, Seek Clarification and
conduct that is inconsistent with these important ethical standards will be
Report Problems.
investigated in a fair and thorough manner. All employees are expected to
Your Action is Required cooperate fully with all inquiries and investigations. When asked to cooperate or
participate in an investigation, employees are required to maintain confidentiality
• When in Doubt, Seek Clarification. When the right course of action is not clear,
regarding the investigation. Violations of any laws, Company policies or ethical
ask for help or examine your options with the Ethics Quick Test in the next
standards, including failure to cooperate, or obstructing or interfering with an
column.
investigation or inquiry, may result in disciplinary action, including termination.
• Certify your Compliance. As a condition of employment, employees must certify
compliance with the Code on an annual basis.
A Critical Message to Managers
Certification for all employees will occur in conjunction with the U.S. Bank
Benefits Program Annual Enrollment process in the fall, including employees who Managers should exemplify the highest standards of conduct and ethical behavior. A
may not be eligible for, or are not enrolling in the U.S. Bank Benefit Program. loose interpretation of these guidelines will undermine the Company’s hard-earned
New employees are also expected to certify their compliance within 30 days of reputation and trust. As a manager, in addition to the responsibilities you have as an
employment. Please ensure you are completely familiar with the Code before the employee, you are expected to:
certification process begins.
• Lead according to U.S. Bank standards of ethical conduct, in both words and
• Complete Ethics Training. New employees are required to successfully complete actions.
ethics training within 30 days of the start of employment. Existing employees
• Communicate Company ethical standards and procedures on the job and help
must complete ethics training on a regularly scheduled basis. Ethics training
employees translate how these standards of conduct and ethics apply to their
assumes you are already familiar with the provisions of the Code and will present
positions and everyday behavior.
a series of ethical dilemmas to apply and test your knowledge.
• Create and maintain an environment where employees feel comfortable asking
• Don’t Assume Exceptions to the Code Can be or Will be Granted. Waivers of the
questions or reporting concerns.
• Be diligent in enforcing the Company’s ethical standards and taking appropriate
action if violations occur.

• Preserve the spirit and intent of these important policies and guidelines through Chief Ethics Officer
your uncompromising support.
Directors of U.S. Bancorp should contact the Ethics Line, the Chief Ethics Officer, or
• Contact Human Resources when you have questions or need assistance. General Counsel with any specific concerns.
Confidentiality will be maintained to the fullest extent possible, regardless of the
method used to report such conduct. All questions or concerns will be handled
SEEK CLARIFICATION AND REPORT PROBLEMS
discreetly and thoroughly. You may also use the Ethics Line Feedback Email Box.
If you have questions about the meaning of U.S. Bank's Code of Ethics and Business Although email is not anonymous, you may request that your identity be kept
Conduct or about applying the Company's ethical standards to a particular situation, confidential within the Ethics Line Office.
contact your manager or supervisor. If you do not receive a clear explanation or
believe you may not receive an adequate review of the issue by your manager or
supervisor or you are uncomfortable asking your manager, contact Human Resources U.S. Bank does not tolerate any retaliatory action against any individual for good-faith
directly or call the confidential Ethics Line described next for assistance. reporting of problems such as ethics violations, illegal conduct, sexual or other forms
of harassment, discrimination, inappropriate workplace behavior, or other serious
U.S. Bank Ethics Line
issues. Allegations of retaliation will be investigated and, if substantiated, appropriate
The U.S. Bank Ethics Line is a resource for employees to report concerns about disciplinary action will be taken, up to and including termination.
possible unethical conduct and behaviour in the workplace. The Ethics Line is staffed
The non-retaliation policy is critical to U.S. Bank's culture of expecting employees to
24 hours a day, 7 days a week, 365 days a year, by an independent call center.
report suspected wrongdoing and is diligently enforced. Strong nonretaliation
Through this resource, employees may report possible unethical behavior –
measures are vital to the success of the reporting process because employees must
anonymously if desired. No method of identifying a caller is used.
feel they can report problems without fear of reprisals. Please contact a supervisor, a
In addition to the Ethics Line, the following resources are available for you to inquire, manager, Human Resources, the Legal Department, or the Ethics Line if you believe
discuss, or report concerns, depending on the situation: an instance of retaliation has occurred.
• Chairman of the Audit Committee Integrity in the Reporting Process
Chairman of the Audit Committee
Making false allegations, due to improper motives, is a serious issue and may result in
c/o the Corporate Secretary of U.S. Bancorp
disciplinary action. Such allegations undermine the effectiveness of the reporting
800 Nicollet Mall
process, compromise the reputation of others, and will not be tolerated.
BC- MN-H21O
Minneapolis, MN 55402 PREVENT MONEY LAUNDERING AND/OR FRAUD
Money laundering (converting illegal proceeds to make the funds appear legitimate) is
a global problem with far-reaching and serious consequences.
U.S. Bank takes seriously its obligation as a financial services provider to help close
the channels used by money launderers. Special attention must be paid to compliance

with the Bank Secrecy Act (BSA) and related Anti-Money Laundering (AML) laws and • Actual or suspected criminal activity, unusual or suspicious activity, or an
regulations by adhering to established policies and procedures that are designed to unexplained loss not related to money laundering, the Bank Secrecy Act, or
prevent the organization from being used as a conduit for money laundering or the terrorist financing:
funding of terrorist or other criminal activity.
A business line should notify the proper investigative unit, as listed within the
One way to do this is to identify and report suspicious activity in a timely manner; "Report Suspicious Activity (I-SAR)" link.
another is to ensure that every employee who works with customers follows
If, for example, a customer appears to be involved in check fraud or kiting the
established CustomerIdentification Procedures. The penalties for failure to comply
employee must contact DDA Fraud at 877-894-6643 within five days of detection.
with these laws can be severe.
In the United States, individual employees can be convicted of money laundering and
can face up to 20 years in prison and a company can face significant monetary fines. For many more examples of what constitutes reportable suspicious activity, please
Beyond this, the Company would experience significant reputation damage if it were refer to the U.S. Bancorp Guidelines for Suspicious Activity Reporting.
implicated in a money laundering, terrorist funding, or other criminal event.
If you have questions about any laws or regulations that apply to the Company,
Anti-Money Laundering laws are just a few of the many laws and regulations with consult with your immediate manager or supervisor, or the Corporate Compliance
which the Company must comply. Therefore, it is important that every employee Department (compliance Hotline 612-303-3810).
understands and follows the policies and procedures established to meet the
AVOID EXCESSIVE GIFTS, ENTERTAINMENT, AND OTHER BENEFITS
Company’s legal and regulatory obligations.
U.S. Bank, as well as certain laws and regulations, prohibits employees, officers,
Regular training regarding BSA and AML laws is required for all employees. Contact
directors, agents, and attorneys of financial institutions from seeking or accepting
your manager or Human Resources representative for further infor mation regarding
anything of value in connection with any transaction or business of their financial
required training.
institutions. The individual need not benefit directly from the item of value. Accepting
Reporting Procedures items of value for the benefit of a third person or party is also prohibited. Directors,
officers, employees, and members of their families may not solicit or allow themselves
Any employee encountering a customer or transaction that appears suspicious must
to be solicited or accept gifts, entertainment, or other gratuities intended to or
report it to the proper investigative unit according to the following guidelines:
appearing to influence decisions or favors toward the Company’s business. Meals,
• Suspected money laundering, Bank Secrecy Act violations, or terrorist financing refreshments, travel accommodations, or entertainment may be accepted if:
activities:
• such expenses are incurred as part of a meeting or other occasion where bona
When an employee identifies any suspicious activity related to suspectedmoney fide business discussions took place; and
laundering, Bank Secrecy Act violations or terrorist financing activities, the
• the expenses are of a reasonable value; and
employee must complete an Internal Suspicious Activity Referral (I-SAR) via the
I-SAR link within the "Report Suspicious Activity (I-SAR)" section of the intranet • U.S. Bank would have paid for these expenses as a reasonable business
within five days of detection. Once sent, the I-SAR will be automatically filed with expense, had they not been paid for by a third party.
the AML ID Department.

U.S. Bank recognizes that in certain circumstances, the refusal of reasonable price of its services and to meet its customers' needs today and over time. At no time
entertainment and other accommodations may damage customer relations. In these will U.S. Bank enter into any payment or other arrangement that violates this
situations, employees and directors may accept such gifts if an attempt is first made to statement, lowers its ethical standards or could conceivably bring disrepute to the
explain the U.S. Bank gift policy and return/refuse the gift and if continued refusal may Company. Gifts, monetary payments, loans, lavish entertainment, or other items of
irreparably damage the relationship. Then, only in goodwill and not as a return for value or favors made to or received from vendors or other outside parties in exchange
special treatment by the Company, can such gifts be accepted. However, employees for business or influence of any kind are strictly prohibited.
and directors should consult with their manager and Human Resources regarding
Personal Benefit
appropriateness of such an exception.
Employees must not take advantage of their position at U.S. Bank to profit personally
Also, exceptions occasionally are made allowing or encouraging employees or
from information, corporate property, services, or other business opportunities, unless
directors to attend events that exceed this policy if a significant customer or vendor
the situation is deemed incidental or authorized by the Company.
sponsors an event or attendance at an event is important to maintaining U.S. Bank’s
relationship with that customer or vendor. Commitments
Generally, however, gifts are to be limited to a nominal value. Cash or checks cannot Employees must not make commitments, formally or informally, on behalf of the
be accepted regardless of the amount. Gift cards or gift certificates containing a Company without appropriate authorization in accordance with approved procedures.
nominal value for use at specific establishments such as a coffee shop may be Approved commitments within the scope of the employee’s authority should be
accepted if - as described above – an attempt is first made to explain the U.S. Bank properly documented and retained.
gift policy and return/refuse the gift and if continued refusal may irreparably damage
the relationship. However, stored value cards (such as a Visa gift card) containing
cash values that can be used anywhere should not be accepted under any
circumstances because they are considered the same as cash. Certain U.S. Bank
business units have more restrictive policies with respect to gifts. Employees must
become familiar with the policies and procedures applicable to their work group.
Other Payments and Uses of Vendor Resources
Payments that include fees and commissions are an integral part of business activity.
U.S. Bank regularly engages the service of vendors as well as lawyers, consultants
and other professionals.While selection for performance of a specific service may
involve a degree of subjectivity, the choice should always be predicated on quality,
competence, competitive price and service, business relationship, and evidence of the
same ethical standards of integrity demanded by this Code.
In all cases, U.S. Bank will compete for business only on the basis of the quality and

420. Occidental Petroleum
Code of Business Conduct1 Employee reporting a suspected violation. No Employee shall be subject to retaliation
because of any report made in good faith.
Reporting and Investigation of Alleged Violations
Enforcement
Every Employee shall report any violation or suspected violation of this Code of
Business Conduct to the appropriate supervisor or department head, who will report The Company will not tolerate violation or circumvention of any laws of the U.S. or a
the information to the appropriate Compliance Officer. Alternatively, an Employee may foreign country by an Employee during the course of employment or by any agent or
report the matter directly to the Chief Compliance Officer or any member of the representative acting on the Company’s behalf, nor will the Company tolerate the
Corporate Compliance Committee. No Employee will be retaliated against for making disregard or circumvention of Company policies or the engagement in unethical
a good faith report of a suspected violation of the Code of Business Conduct. dealings in connection with the Company’s business. Employees who fail to comply
with this Code of Business Conduct or to cooperate with any investigation will be
Occidental Compliance Line: A toll-free compliance line (1-800-OXY-7702) is available subject to disciplinary action. In addition, any supervisor, manager, or officer who
to Employees as another way to report problems under, or ask questions about, this directs, approves, or condones infractions, or has knowledge of them and does not act
Code of Business Conduct. (Callers outside the United States should dial the AT&T promptly to report and correct them in accordance with this Code of Business
USA Direct access code for the United States, wait for the dial tone, then dial 800- Conduct, will be subject to disciplinary action. Disciplinary action may include
OXY-7702, or they may call collect +1 704-973-0346.) The compliance line is staffed termination, referral for criminal prosecution, and reimbursement to the Company or
24 hours-a-day, 7 days-a-week. Calls can be made anonymously and the matter will others for any losses or damages resulting from the violation. If the reporting
be investigated by the Corporate Compliance Committee or its designee to the extent Employee is involved in the Code of Business Conduct violation, the fact that the
sufficient information is received to conduct such an investigation. Employee reported the violation will be given consideration by the Company in any
All reports will be treated confidentially to the extent possible. It is imperative that resulting disciplinary action.
reporting Employees not conduct their own preliminary investigations. Such actions COMPLIANCE WITH APPLICABLE LAWS AND ETHICAL STANDARDS
could compromise the integrity of an investigation and adversely affect the Company
and others. Employees who wish to follow up on a report may contact either the It is the policy of the Company that its business shall be conducted in accordance with
appropriate Segment Compliance Officer or the Chief Compliance Officer. If, after all applicable laws, rules, and regulations of the U.S. and foreign jurisdictions, and in a
discussion with the appropriate Segment Compliance Officer or the Chief Compliance manner that will always reflect a high standard of ethics.
Officer, an Employee feels that appropriate action has not taken place, then the U.S. laws frequently affect and restrict the activities of Company Employees, agents,
Employee may report the matter to the Audit Committee of the Occidental Petroleum and representatives. For example, various laws require that:
Corporation Board of Directors. Correspondence to an individual member of the Audit
Committee may be addressed “Personal and Confidential” to the member in care of • All transactions involving Company assets shall be properly recorded.
Corporate Secretary, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, • No Director, Employee, agent, or representative of the Company shall give or
Los Angeles, California 90024. A list of current Audit Committee members may be offer anything of value to any public official with the intent to influence any official
located at www.oxy.com. act.
The Company will take all reasonable steps to keep confidential the identity of any
1 Source: http://www.oxy.com/SiteCollectionDocuments/code_of_business_conduct.pdf

• No Director, Employee, agent, or representative of the Company shall pay or “foreign official” includes any officer or employee of a foreign government
offer any bribe. (including any department, agency, or instrumentality thereof) or of a public
international organization, or any person acting in an official capacity for or on
• Except as permitted by law, no funds or assets of the Company shall be
behalf of any such entity, and may also include other persons as set forth in OPC
contributed to any political party or organization or to any individual who either
Policy No. 33:60:62, Ethical Business Conduct. A company convicted of violating
holds public office or is a candidate for public office.
the anti-bribery provisions of the FCPA may be fined up to US$2 million per
• There shall be no trading of securities on the basis of material non-public violation. An Employee or agent of the Company who is convicted of a violation of
information. the FCPA may be fined up to US$100,000 or imprisoned for up to five years, or
both, per violation.
• Directors and Employees should endeavor to deal fairly with the Company’s
customers, suppliers, competitors, and other Employees. • Federal and state antibribery statutes make it a crime to give or offer anything of
value to any public official with the intent to influence any official act or induce the
official to violate the official’s duty or to commit fraud. A person convicted under
This is only a very brief summary of a few of the applicable U.S. laws. In its Federal law of bribing a public official can be fined as much as three times the
international operations, the Company also encounters laws, rules, regulations, amount of the bribe and sentenced to as much as 15 years in prison. State laws
policies, and customs that vary widely from those in the U.S. establish similar penalties for bribery of state officials. Government agencies and
other organizations often have strict standards which generally prohibit their
Each Director and Employee should become aware of the laws, rules, regulations,
employees from soliciting or accepting gratuities such as entertainment, meals,
policies, and customs applicable to the Director’s or Employee’s activities on behalf of
transportation, gifts, or other business courtesies.
the Company, and if a question, potential conflict, or violation arises, seek guidance
from, or report the matter to, the appropriate Segment Compliance Officer or the Chief • Commercial bribery is both a criminal and a civil offense under federal, state, and
Compliance Officer. foreign laws.
Business Relationships with Non-Company

The Company expects all those who do business with the Company to follow the
Individuals and Entities ethical and legal standards set forth in this Code of Business Conduct. Directors,
Employees, consultants, and representatives must respect the laws, rules,
No contract, agreement, arrangement, payment, gift, or entertainment, domestic or
regulations, and policies of federal, state, local, and foreign governments or their
foreign, shall be offered, promised, agreed, paid, or received that would violate any
agencies with which the Company does business. Company policies prohibit the
applicable U.S. or foreign law.
offering or providing of anything of value, under any circumstances, to a domestic or
• The U.S. Foreign Corrupt Practices Act (“FCPA”) makes it a crime for any U.S. foreign government official or employee, unless expressly permitted under such
company or person to offer or pay anything of value to a foreign official for the policies. U.S. laws, rules, and regulations also apply to the use of intermediaries, such
purpose of obtaining, retaining, or directing business, to induce that official to as consultants and sales representatives. Such foreign representatives or
affect any governmental act or decision, or to secure an improper advantage. A intermediaries should not be asked to perform, nor should any Director or Employee

accept, encourage, or permit, any activity that a Director or Employee is not permitted Exempt Gifts and Entertainment. If they meet all of the general requirements listed in
to do directly. Any Director or Employee asked to make or accept a payment, gift, or the box above, the following gifts and entertainment shall be exempt from the
business gratuity in violation of this Code of Business Conduct must report the matter requirements of the preceding paragraphs:
immediately to the appropriate Segment Compliance Officer or the Chief Compliance
• Business gifts and entertainment provided to third parties. Entertainment,
Officer.
including meals, and gifts that are infrequent (in respect of the same recipient),
Gifts and Entertainment arise out of the usual course of business, involve a reasonable expense (as
defined below), do not obligate the recipient in any manner, and are reasonable
Under no circumstances should any gift or entertainment ever be offered, given,
and appropriate for the individuals involved and the business at hand. Ordinarily,
provided, or accepted by any Director or Employee, or any immediate family member
such entertainment would be given in the context of conducting business
of a Director or Employee, or agent unless such gift or entertainment:
discussions or advancing business relationships and, in the case of a domestic
• is not a cash gift; government official, generally provided on Company, customer, or provider
premises.
• is consistent with customary business practices;
• Gifts and entertainment from third parties. Gifts, meals, or entertainment received
• is not excessive in value;
by Directors or Employees that are infrequent (in respect of the same provider),
• cannot be construed as a bribe or payoff; and arise out of the usual course of business, involve a reasonable expense (as
defined below), do not obligate the recipient in any manner, and are reasonable
• does not violate applicable laws, rules, or regulations.
and appropriate for the individuals involved and the business at hand.
• In addition to meeting the foregoing criteria, such gift or entertainment must
• Reasonable expense defined. For purposes of business gifts and entertainment,
conform to all other requirements of this Code of Business Conduct.
reasonable expense shall mean (a) the lesser of $100 or the amount permitted by
applicable law, rule, or regulation, in the case of a domestic government official;
or (b) $300 or less in the case of any other individual recipient.
Gifts received that do not meet the foregoing criteria must be returned or, if return is
not practical, given to a Compliance Officer who will donate the gift to a charitable
organization and inform the giver of its disposition. Unless the giving, providing, or
The provision of gifts and entertainment to government officials is often constrained or
receiving of the gift or entertainment falls within the definition of Exempt Gifts and
prohibited by applicable laws, rules, and regulations. Therefore, it is essential to
Entertainment below, or is otherwise exempt under OPC Policy No. 33:60:62, Ethical
consult and comply with all applicable laws, rules, and regulations and OPC Policy
Business Conduct, a memorandum requesting approval and describing the proposed
No. 33:62:00, Political Contributions, Lobbying and Other Political Activities, before
gift or entertainment, including its purpose, signed by the Director or Employee
providing any gift or entertainment, regardless of its value, to a government official.
making the request, shall be delivered to, and approved by, the applicable Segment
For detailed information about the requirements applicable to gifts and entertainment,
Compliance Officer and/or the Chief Compliance Officer.
reference should be made to OPC Policy No. 33:60:62, Ethical Business Conduct,
If the value of the gift or entertainment exceeds $5,000 per individual recipient, then and OPC Policy No. 33:62:00, Political Contributions, Lobbying and Other Political
specific prior written approval of the Chief Compliance Officer is required. Activities.

421. Crédit Industriel & Commercial
2007 Rapport annuel – Développement durable1 gamme étendue d’outils communs au groupe destinés à la fois à les alerter sur les
opérations ou les situations devant retenir leur attention, à leur permettre d’enregistrer
Déontologie leurs observations et d’en informer leur hiérarchie ainsi que les correspondants
Tracfin. Ces outils sont régulièrement perfectionnés et adaptés aux évolutions
Lutte contre le blanchiment des capitaux et le financement du terrorisme réglementaires. Ainsi, en 2007, de nouveaux filtres et contrôles automatisés ont été
mis en place. Ils ont porté en particulier sur le suivi des opérations avec les pays
Le dispositif de lutte contre le blanchiment des capitaux a été sensiblement renforcé objets de mesures d’embargo et nécessitant une vigilance particuliè re, sur le respect
au cours de ces dernières années dans l’ensemble du groupe CMCEE-CIC. Les des dispositions en matière de donneurs d’ordre et de bénéficiaires dans les
mesures prises visent à détecter les opérations qui pourraient être suspectes de transactions internationales et sur le repérage des opérations à risques.
manière à approfondir la connaissance des clients concernés et, le cas éché ant, à
é carter toute relation avec des clients dont l’identité ou les activités seraient mal L’application des textes issus de la troisième directive européenne en matière de lutte
cernées. Elles s’inscrivent dans le cadre des recommandations du groupe d’action contre le blanchiment, l’enrichissement de la gamme des outils, la mise à jour des
financière (GAFI), des dispositions légales et réglementaires contenues notamment procédures, les actions renouvelé es de formation constitueront la trame des travaux
dans le Code monétaire et financier ainsi que des directives et règlements européens qui seront conduits en 2008.
transposés en droit français.
Dans ce contexte, le CIC a pour objectif de :
• connaître au mieux le client et ses opérations;
• exercer une vigilance sur l’origine des fonds déposés et / ou sur les flux qui lui
sont confié s afin de détecter les opérations inhabituelles ou atypiques;
• veiller au respect des dispositions réglementaires et des normes internes en
exerçant les contrôles appropriés et en formalisant les travaux;
• impliquer l’ensemble des collaborateurs dans la lutte contre le blanchiment par
des actions régulières de formation et de sensibilisation.
Le dispositif de contrôle avec ses diffé rentes composantes (périodique, permanent et
conformit é) vise à s’assurer de la cohérence des procédures mises en place et de leur
bonne application. Il s’appuie notamment sur les correspondants Tracfin qui exercent
un suivi permanent des opérations, effectuent les déclarations réglementaires et
contribuent par leurs actions à accro ître la vigilance de chacun.
Dans leurs travaux, les collaborateurs et les services de contrô le bénéficient d’une
1 Source: https://www.cic.fr/fr/banques/telechargements/CIC_rapport-annuel_2007.pdf

422. UAL
Code of Conduct 1 the United States should dial 847-700-4244. Employees may also mail questions or
concerns to WHQLD – Ethics and Compliance Office or send an e-mail to business-
Additional Managerial Responsibility conduct-office@ual.com. You do not have to give your name as calls and letters may
Managers (defined as employees who supervise others) are expected to exemplify the be made anonymously.
highest standards of ethical business conduct. Managers are responsible for creating Duty to Report and Seek Assistance
a work environment that promotes honest and ethical behavior and are expected to be
familiar with the policies and legal requirements applicable to their organization to United’s success in achieving legal and ethical compliance depends on each
ensure employees receive appropriate training and guidance. employee seeking advice before problems occur and reporting incidents that raise
compliance issues. It makes no difference if an employee engages in illegal or
Managers must be diligent in discovering unethical or illegal conduct and must unethical conduct to benefit themselves and others, or whether they do so in a
promptly take corrective or disciplinary action when misconduct is substantiated. misguided attempt to benefit United. Good intentions do not justify improper conduct.
Discipline Violations of the law or company policy for any purpose are unauthorized and
unacceptable. It is the obligation of all employees to report known or suspected
Employees who violate United policy, including this Code, may be subject to violation of the Code, law or company policies to their supervisor or other resource
disciplinary action up to and including discharge. Employees who commit criminal acts listed below. Where appropriate, please contact one or more of the following persons
may be subject to immediate termination and/or possible civil or criminal prosecution. to seek assistance and/or report any violations or potential violations.
Obstructing or undermining investigations, withholding or destroying information,
including failing to report a violation, or providing misleading information are violations • Supervisor or Manager: For most workplace issues.
of this Code. • Union Representative: For issues governed by the Union contract, including the
No Retaliation Grievance Process
United policy forbids retaliation against any employee who, in good faith, reports a • Human Resources: For compensation and HR concerns or policy guidance and
suspected violation of law or policy, including harassment or discrimination. Any interpretation.
person involved in retaliation will be subject to disciplinary action up to and including • Law Division: For legal questions on behalf of the company.
discharge.
• Corporate Safety, Quality Assurance and Security: To report unsafe conditions,
Our Ethics Process workplace hazards, security concerns and misappropriation of company assets.
• Ethics and Compliance Office: For Code advice and interpretation or to report
Ethics and Compliance Office violations of United policy or the law. You are encouraged to report violations to
The Ethics and Compliance Office is a resource for employees to obtain guidance or your supervisor first. If the situation involves your supervisor, you may also
clarification in complying with our business conduct guidelines. The Business Conduct contact your supervisor’s manager, Human Resources representative or the
Helpline can be reached toll-free in the United States at 888-700 -4244. Callers outside Ethics and Compliance Office.
1Source: http://ir.united.com/phoenix.zhtml?c=83680&p=irol-govConduct

Customers Gifts, Favors and Entertainment
When the Customer is the Government Definition of Gift

Many rules and regulations apply when doing business with government entities. United considers a gift to include any items, products or services of value given to an
United policy requires strict compliance with all applicable laws and regulations, employee by an existing or potential competitor, supplier, customer or other party with
whether doing business in the United States or abroad. Employees who deal with whom United does business. For example, tickets to sporting or other events where
these customers should consult with the Law Division or Government Affairs prior to a the provider has no intention of accompanying the United recipient are considered
transaction for legal guidance. gifts. This definition also includes cash in any amount, any items or services
purchased at a lower-than-normal price and any favors, benefits or other things of
In addition, company policy prohibits United employees from directly or indirectly
value.
making bribes, kickbacks or other improper payments to government officials, civil
servants or anyone else to influence their acts or decisions. See the Company’s policy Accepting, Offering or Soliciting Gifts
on the Foreign Corrupt Practices Act for more information.
No gift may be offered or accepted if it will create a feeling of obligation, compromise
judgment or appear to improperly influence the recipient. United employees may
accept nominal gifts, defined as having a value of up to $100 per year from a single
General Guidance organization. Notwithstanding this general rule, employees may not accept gifts of
cash or cash equivalents, such as gift certificates or gift cards. Giving and receiving of
United has a “zero tolerance” policy for any activity that creates a conflict of interest gifts can sometimes give the appearance of being improper. If you have any concerns
with an employee’s responsibilities at United. Employees must avoid any investment, that your acceptance of or offer of a gift might be viewed as improper, discuss your
interest, or association that interferes or might interfere with your obligation to perform concerns with your supervisor or manager or the Ethics and Compliance Office.
your work objectively and effectively.
Items or services that are customarily provided to company or travel industry
Conflicts arise when an employee uses his or her position at United for personal gain employees, such as discounted travel arrangements, are generally acceptable and
or when the employee’s personal interests conflict with United’s interests. All would not be considered gifts. Discounts on personal purchases are also acceptable,
employees must avoid any actions or relationships that could conflict with, or appear provided such discounts are generally offered to company employees or others having
to conflict with, the interests of United. For example, an employee or a family member a similar business relationship with the supplier or customer. Organizations within
who receives improper personal benefits (including gifts, entertainment, services or United may choose to establish gift and entertainment guidelines that are more
payment for services that the person is performing in the course of company restrictive than those described above.
business) as a result of his or her position in United could create an actual conflict of
Gifts may be offered only if they are modest in value and normal and customary given
interest or the appearance of a conflict of interest and must be avoided.
the business circumstance. Gifts may be solicited for company approved business
activities or charities only and not for personal use.

Reporting of Gifts Received The FCPA also contains significant internal accounting control and record-keeping
requirements that apply to our foreign operations. The Act’s intent in requiring these
Employees who receive gifts that may violate this policy should promptly notify their
records is to ensure that United maintains reasonable control over its assets and all
supervisor. Gifts valued at more than $100 should be returned with a letter explaining
transactions involving those assets. All employees are responsible for following
company policy. If a gift is impractical to return, management may use the gift as a
company procedures, including auditing controls, for carrying out and reporting
form of employee recognition through the use of a raffle. It may not be awarded
business transactions.
directly to the recipient. The gift may also be donated to a recognized charity.
Entertainment
It is generally accepted business practice to accept meals and entertainment that
occur in conjunction with business meetings and conferences. Such occasions should
further the business interests of United and should not be in excess of generally
accepted business practices. If in doubt, approval should be obtained from a director
or above.
Invitations to business functions that involve customer or supplier-provided overnight
accommodations may be accepted only with the prior written approval of a senior
officer. While the Company is in the process of sourcing and negotiating supplier
contracts, invitations for entertainment (e.g. sporting events, expensive dinners, etc.)
should not be accepted. Employees never should solicit entertainment from suppliers
or customers.
The Law
Foreign Corrupt Practices Act (“FCPA”)

The FCPA prohibits anyone at United from directly or indirectly offering, promising to
pay, or authorizing the payment of money or anything of value to foreign government
officials, parties, or candidates for the purpose of influencing their acts or decisions.
The fact that bribery may be an accepted local practice in a country does not relieve
United employees from complying with the FCPA. Consult with the Law Division prior
to making any payments of this type.

423. Groupe Danone
Sustainability Report 2007 1 Social Performance indicators: Society - Corruption

SO2 Description of policy, procedures/management systems and control
Governance and management systems
mechanisms for organisations and employees in terms of corruption
Strategy and management systems In 2005,Groupe DANONE's Principles for Conducting Business were revised, and
foundation texts integrated such as the universal declaration of human rights, a
[…] Charters, principles or other voluntary initiatives of external origin, within the reminder of the Group's commitment to the Global Compact, the guidelines of the
economic, environmental and social sectors, to which the organisation subscribes or OECD and the Fundamental Social Principles. The Principles for Conducting
gives its backing. Business were distributed to all directors and managers by the subsidiaries’ Human
The undertakings of Groupe DANONE, as defined in its Principles for Conducting Resources Departments, which confirmed that this distribution was accompanied by
Business, are based on a certain number of principles that refer to the following appropriate events and materials to ensure that employees were informed. Since this
international documents: date, not only the directors but also all managers have signed a specific clause in their
employment contract recognising that they are aware of the Principles for Conducting
• The Universal Declaration of human rights, Business, which they undertake to respect and to ensure that their teams respect.
• The international conventions of the International Employment Organisation, Various communication resources have been made available to everyone, so these
principles can be properly taken on board. This issue forms part of the control points
• The steering principles of the Organisation of Development and Economic for internal checks and audits. In addition, a specific programme to prevent fraud was
Cooperation in the intention of multinational companies, devised in 2006 aimed at General Managers: an awareness handbook, intranet site
• The Global Compact relating to human rights, human rights to work, the for reporting and assistance from the Risks Department have been disseminated to all
protection of the environment and the fight against corruption. subsidiaries.
Finally, since 2005, an alert system open to all staff has been in place, enabling them
to flag up any breaches of:
These undertakings are anchored in the values of Groupe DANONE and the
philosophy of “DanoneWay” and are applied to all employees of companies controlled • current internal control procedures and principles in force at the Group.
by Groupe DANONE worldwide. Groupe DANONE undertakes to promote these • accounting and financial rules liable to affect the reliability of the financial
principles within all companies, in which they invest. situation or accounts of their or another Group company.
• anti-corruption rules.
1 Source: http://www.danone.com/images/pdf/dan_ratechdevdurable07_en.pdf

Social and environmental responsibility within Groupe DANONE in 2007 Principles for the behaviour of employees
Actions to help suppliers Special benefits from which employees could benefit
The worldwide DIALERT alert system that allows any one of the Group’s employees Employees undertake not to use the staff, the equipment and other assets of their
to flag up (confidentially) any violation of the principles of business conduct or any company or of Groupe DANONE for personal needs (direct or indirect) for a purpose
action that could have financial consequences for the Group, was “extended” to other than that of the attainment of the objectives of their company or of the Group.
suppliers at the end of 2007 by creating a dedicated access for them, so that they
Employees undertake, for themselves, their spouses, their family and the people in
could indicate, where necessary, any non-compliance with our Procurement Conduct
their entourage, not to accept from any person or company having – or seeking to
Code (disseminated to all suppliers ’ Procurement and Development staff).
develop - business relations with the company or Groupe DANONE:
• rebates, commissions or other forms of remuneration
• loans or advances, other than those obtained from banking or financial
Business Conduct Policies1 establishments at market conditions
• goods, equipment, services, repair or improvement work without payment or the
The commitments of GROUPE DANONE
invoices prices for which would not reflect those which are normally applied in the
market
As regards the countries where Groupe DANONE operates
• travel invitations or vouchers of an excessive value which would represent an
Groupe DANONE takes the attitude of a responsible company in the country in which individual operation or an operation reserved for a very limited number of people
it operates. It rejects any form of corruption.
• gifts other than of symbolic value.
Granting direct or indirect payments or hidden benefits to clients, suppliers or the
representatives of public authorities or, in general, to any interested third party are
strictly forbidden. Likewise, Groupe DANONE employees must not under any Employees are prohibited from using DANONE Group funds or other assets, directly
circumstances accept such payments or benefits from third parties which have a or indirectly, to the benefit of political entities except where this is in compliance with
business relationship with the Group. the laws and regulations in force in the country concerned, and with due regard for
It conducts its operations in a spirit of long-term development. transparency.
Groupe DANONE ensures that its employees comply with the laws and regulations Groupe DANONE encourages its employees to participate in the life of their local
applicable in the countries in which it operates. community and support local associations.
1Source: http:// media.corporate-ir.net/media_files/irol/95/95168/cg/Business_Conduct_Policies_(version_anglaise_V3.2_avr_06).pdf

Breaches of the Principles of Business Conduct Use in good faith of DIAL protects you against any disciplinary action even though
reported facts may later be revealed incorrect.
Adherence to the principles set out in this document is required by the employees of
Groupe DANONE.
Any breach by an employee of one of the principles set out in this document shall be
examined and eventually sanctioned, in accordance with the internal regulations of the
company employing the employee and in compliance with the regula tions applicable
in the country where such a breach shall have been noted.
Alert System (DIAL)
Any employee of Groupe DANONE noticing a violation of financial and accounting
principles or of internal control procedures or of anti -corruption procedures, is invited
to report it as follows:
The employee could decide:
• to inform his/her hierarchical or functional supervisor, a representative of the
Human Resources Department or a representative of the Legal Department,
• to notify this violation directly to the Group Management. In this case, the DIALert
internet site, the dedicated fax number or the dedicated DIAL mailbox address
are at the employee’s disposal.
• The dedicated DIAL mailbox address is:
DANONE DIAL
15 rue du Helder
F- 75439 PARIS Cé dex 09
FRANCE
• The dedicated fax number is: + 33 1 44 35 23 23
• The address of the site is: www.DIALert.eu
In any case, this procedure guarantees the full respect of confidentiality to the
employee.

424. Grupo Ferrovial
CODE OF BUSINESS ETHICS1 notifications in good faith as stated in this paragraph.

• An infringement or breach of this Code that constitutes a labour offence shall be
BASIC PRINCIPLES OF CONDUCT
penalised in accordance with current regulations, without prejudice to other
liabilities that the offender may have incurred.
Ethical integrity
• A Monitoring Committee is created to oversee compliance with this Code, resolve
The business and professional activities of Ferrovial and its employees shall be based incidents or doubts about its interpretation, and adopt the appropriate measures
on the value of integrity and shall be developed in accordance with the principles of for better compliance. The Committee’s composition will be determined by the
honesty, avoidance of all forms of corruption and respect for the particular Chairman of the Board of Directors of the Group’s parent company.
circumstances and needs of all the parties involved.
Ferrovial shall encourage its employees to acknowledge and value conduct in
accordance with the principles established in this Code.
Procedures against bribery and corruption²
COMMITMENTS TO THIRD PARTIES AND THE MARKET
Ferrovial has a number of different procedures and internal control mechanisms in
Integrity in management place to prevent bribery and corruption, which include the following:
Ferrovial prohibits bribes to public authorities and civil servants and it forbids its • Investment procedures. These procedures establish the approval and control
employees to give or receive from third parties undue payments of any type as well as systems required to conduct large-scale operations that involve amounts of one
presents, gifts or favours outside the scope of market practices or which, as a million euros or more. Operations must be approved on the basis of the amount
consequence of their value, characteristics or circumstances, may reasonably alter on a graded scale by the CEO, President or Board of Directors. Preparatory
the commercial, administrative or professional relations to which its companies are a contracts, option contracts and earnest money contracts (contratos de promesa
party. de arras) are subject to approval. The CEO is notified in writing of the formal
presentation of nonbinding offers, including ITNs (Invitations to Negotiate) in the
INTERPRETATION AND COMPLIANCE
course of public or private selection processes and a copy of the presentation is
• This Code establishes the principles and commitments for business ethics that sent to the General Secretary and Financial Department.
Ferrovial and its employees must respect and comply with while performing their
• Procedure to protect the Group's assets from internal fraud. This is applied
activities.
whenever any action or wilful misconduct by a Ferrovial employee targets or
• Any employee who is aware of, or has good reason to suspect a breach of this harms Group assets.
Code can notify his hierarchical superior or report it using the mechanisms that
• Expense regulations. Ferrovial has a regulation in place to prevent possible
the company establishes for suggestions and complaints. Ferrovial shall take the
bribery or corruption related to travel expenses that makes it obligatory to apply
necessary measures to avoid adverse consequences as a result of employee
for all airplane or train tickets, rental cars or hotel reservations
1 Source: http://www.ferrovial.es/recursos/doc/responsabilidad_social_corporativa/25521_3838200711145.pdf
²Source: http://www.ferrovial.es/en/index.asp?MP=23&MS=0&MN=1&TR=C&IDR=1987&r=1024*768

through the centralised agency with which each company works.

• The use of corporate credit cards is exclusively restricted to settling corporate
travel expenses.
• To control cash disbursements, there is a regulation in place that controls
requests for cash advances through a software system implemented to manage
expenses. The maximum cash advances available for travel expenses are set at
1,200 euros for domestic trips and 3,000 euros for trips abroad. The authorisation
of an employee's immediate superior is required when the amount of a request in
course plus as-yet unjustified cash advances exceeds 1,200 euros.
The Internal Auditing Department is responsible for overseeing these guidelines. Any
employee who has any knowledge of conduct related to bribery or corruption has the
right as well as the duty to inform his or her superior or anonymously report it to the
Internal Audit Department through the Suggestion Box. No investigations into
corruption were conducted as the result of complaints in 2007.
Our progress 1
Community
• Ethical conduct in the marketplace. Ferrovial's ethical conduct in the marketplace
was recognised as a competitive edge in 2007 by its major stakeholders (Rep
Trak). Ferrovial is also one of the top Spanish 10 companies in terms of
reputation (Merco) and received an award as one of the country's most
responsible companies (IESE). There were no complaints on the corporate level
or corruption-related investigations in 2007.
1 Source: http://www.ferrovial.es/en/index.asp?MP=23&MS=0&MN=1&TR=C&IDR=1972

425. British American Tobacco
Sustainability Report 2007 1 wrongdoing. In two cases (2006:4), investigation continued at the year end. No
instances involved sums or matters considered material to the Group.
Standards of Business Conduct

Our Standards of Business Conduct, together with our Business Principles, underpin Standard of Business Conduct²
our commitment to high standards of corporate responsibility.
Introduction
All Group companies have adopted these Standards or local policies embodying
[…] Disciplinary action will be taken for violations of law or the Standards, as
them. Senior managers in the Group must sign a letter annually reporting on
appropriate, including termination of employment.
compliance with the Standards for all employees in the company or department for
which they are responsible. Information on performance against the Standards is Violations of the Standards, or of any laws or regulations governing our operations,
gathered at a global level and reported quarterly to the Audit Committee. may have severe consequences for the individuals concerned and for the Group. Any
failure to follow the Standards that involves a criminal act could result in prosecution
Amongst several other important requirements, the Standards include specific
after referral to the relevant authorities. […]
provisions on bribery and corruption which prohibit the giving or taking of bribes to or
from any person and any other activity which contravenes any applicable anti- Personal and Business Integrity
corruption measures.
In 2007, we reviewed and updated our Standards of Business Conduct to ensure that Bribery and Corruption
they continue to reflect best practice and also offer clear and practical guidance to
Corruption can cause distortion in markets and harms economic, social and political
staff.
development, particularly in developing countries. It is therefore wholly unacceptable
GRI performance for Group companies and employees to be involved or implicated in any way in
corrupt practices.
SO4 Actions taken in response to incidents of corruption Group companies and employees must ensure that:
In the year to 31 December 2007, 36 (2006: 22) instances of suspected improper • they do not, directly or indirectly, offer, promise or give any gift, payment or other
business conduct, contrary to our Standards of Business Conduct, were reported to benefit to any person for the purposes of securing any improper business or other
the Audit Committee, including 24 (2006:17) brought to attention through advantage;
‘ whistleblowing’ reports from employees and ex-employees.
• they do not, directly or indirectly, solicit, accept or receive any gift, payment or
Following thorough investigations, 18 (2006:7) were established as breaches and other advantage from any person in return for providing any improper business or
appropriate action was taken. In 16 (2006:11) cases, investigation found no other advantage; and
1 Source:http://www.bat.com/group/sites/uk__3mnfen.nsf/vwPagesWebLive/DO6RZGHL/$FILE/medMD7FCGX8.pdf?openelement
²Source: http://www.bat.com/group/sites/uk__3mnfen.nsf/vwPagesWebLive/DO725ECW/$FILE/medMD7AMF48.pdf?openelement

• their activities do not otherwise contravene any applicable anti-corruption level official of a routine or necessary action to which the person making the payment
measures. already has legitimate entitlement.
The laws of some countries make it a criminal offence for their nationals to make
facilitation payments abroad. So, for example, employees who are UK nationals (and
An ‘improper business or other advantage’ means something to which there is no
Group companies incorporated in the UK) must never make, authorise or procure
legitimate entitlement and which would not be received but for the bribe, for example a
facilitation payments anywhere in the world, as to do so would be illegal under UK law.
tax concession or the award of a contract.
Group companies can be held liable for the wrongful acts of third parties engaged to
Group companies and their employees are prohibited from making facilitation
act on their behalf. Accordingly, you should always be diligent in selecting contractors,
payments (directly or indirectly) where this would be in breach of any applicable law.
agents and consultants and in monitoring their activity.
Where such payments are not prohibited by law, they are in any event strongly
The following are examples of corrupt or potentially corrupt activity which you should
discouraged and Group companies should strive to minimise and, wherever possible,
never engage in:
eliminate them.
• offering or making an unauthorised payment, or authorising an improper payment
Employees should, wherever practicable, seek legal advice before making any
(cash or otherwise) to a local or foreign official, or any related person or entity;
facilitation payment (or otherwise notify their local Legal Counsel as soon as possible
after the payment is made). • attempting to induce a local or foreign official to do something illegal;
Group companies and employees must take steps to ensure that improper payments • turning a blind eye to’ or failing to report any indication of improper payments or
are not offered or made, or solicited or received, on their behalf by third parties. other inducements;
Bribery is a common form of corruption. Broadly speaking, a bribe is any gift, payment • offering or receiving any gift, payment or other benefit in relation to obtaining
or other benefit to which the recipient (or intended recipient) is not legally entitled and business or awarding contracts;
which is offered in order to secure an improper business or other advantage. A bribe
• establishing an unrecorded fund, such as a secret cash account or ‘slush’ fund,
need not be paid: it is sufficient that it is solicited or offered.
for any purpose;
Virtually all jurisdictions have enacted specific legislation making it a criminal offence
• doing anything to induce or facilitate someone else to breach this Standard or
to offer or pay a bribe to any public official and many also make it a criminal offence
ignore any violation;
for bribes to be offered to or accepted by employees or agents of private bodies, such
as companies. In addition, the anti-bribery laws of many countries have extra-territorial • permitting an agent or representative engaged on behalf of any Group company
effect, meaning that it is a criminal offence for nationals of those countries to bribe to take improper actions.
officials in other countries.
Facilitation payments, sometimes called ‘speed’ or ‘grease’ payments, are generally
If in any doubt, or if more detailed advice is required, please contact your local Legal
defined as small payments made to secure or speed up the performance by a low-
Counsel or Commercial Legal Counsel in Globe House.

Entertainment and Gifts • Gifts or entertainment involving parties engaged in a tender or competitive
bidding process.
The exchange of entertainment and gifts with business partners can build goodwill in
business relationships and, within limits, is perfectly acceptable. However, some gifts • Gifts or entertainment which may have, or may be seen as having, a material
and entertainment can create improper influence (or the appearance of improper effect on any business transaction which has been, or which may be, entered into
influence), and might even be seen as bribes. by any Group company.
Group companies and employees must not actively solicit or demand any form of • Any gift of cash or cash equivalent.
entertainment or gift from any person or organisation outside th e Group.
• Anything that is offered as a quid pro quo (offered for something in return).
Group companies and employees are permitted to offer or accept business
• Any inappropriate entertainment.
entertainment and gifts without prior approval, provided that the entertainment or gift
in question is:
• modest; For any entertainment or gift that falls into neither category above, employees should
seek prior written approval from their line manager, and simultaneously notify it to their
• appropriate and consistent with reasonable business practice; and
Company Secretary or Legal Counsel.
• permissible under all applicable laws.
This includes:
• Any gift valued at more than the applicable local limit (in the UK, £250 from one
The following are examples of entertainment and gifts which are usually acceptable source in any one calendar year).
without prior approval:
• Any business entertainment involving overseas travel and/or overnight
• Occasional drinks and meals. accommodation in excess of two nights.
• Occasional attendance at sports, theatre and other cultural events.
• Gifts of a token or modest amount. Group companies should maintain a gifts register, in which any gifts notified and
retained as property of the company should be recorded.
There are no restrictions on employees accepting entertainment or gifts offered or
Some types of entertainment and gifts are never acceptable.
provided by the Group or any Group company.
These are:
• Any gift or entertainment that is illegal or prohibited by the other party’s
organisation.

In determining whether a gift or entertainment is appropriate and consistent with do so might give serious offence), it may be accepted on the basis that it will become
reasonable business practice, you should consider the following factors: the property of the relevant company, unless the company decides otherwise.
• Intent: Is the intent only to build or maintain a business relationship or offer You should never avoid your obligation to report or seek approval for any business
normal courtesy, or is it to influence the recipient’s objectivity in making a specific entertainment or gift by paying personally for it in circumstances where you would
business decision? otherwise be required to report and/or seek approval for it.
• Materiality: Is it sufficiently modest and infrequent? Group companies should nevertheless ensure that any gift or entertainment offered or
provided to employees is legitimate, appropriate and proportionate.
• Legality: Is it legal both in your country and the country of the other party?
• Transparency: Would you be embarrassed if your manager or colleagues or National and International Trade
anyone outside the Group became aware of the entertainment or gift?
Money Laundering and Anti-Terrorism
Money laundering is the process of concealing the identity of illegally obtained money
In the UK, gifts valued at £250 or less (from one source in any one calendar year) are
so that it appears to have come from a lawful source. British American Tobacco does
considered to be of a token or modest amount. Group companies sh ould provide
not condone, facilitate or support money laundering.
guidance as to what is an acceptable ‘token or modest’ amount within their markets,
not exceeding £250. Group companies and their employees must not:
Special care must be taken when dealing with government officials, as many countries • engage in any transaction which they know or suspect involves the proceeds of
do not allow officials to accept gifts or entertainment. If in doubt, seek advice from criminal activity; or
your local Legal Counsel.
• otherwise be knowingly involved directly or indirectly in any money laundering
Cash equivalent includes gift certificates, loans, shares and share options. activity.
Inappropriate entertainment means anything that is indecent, sexually explicit, does
not comply with the Group ’s commitment to mutual respect or might otherwise
They must pursue practices directed towards ensuring that their activities do not
adversely affect the reputation of the Group or any Group company, having due
inadvertently contravene any relevant money laundering legislation.
regard in all the circumstances to the local culture.
Group companies are required to adopt and maintain procedures designed to:
Your line manager, in consultation with your Company Secretary or local Legal
Counsel, will determine what is to be done with any gift in exce ss of the applicable • minimise the risk of inadvertent participation in transactions involving the
value limit which is offered to or received by you. proceeds of criminal activity;
In general, any such gift should be refused or (if already recei ved) returned. • detect and prevent any dishonest involvement in money laundering activity on the
part of their employees; and support employees in identifying circumstances
However, where it would be inappropriate to refuse or return the gift (such as where to
which ought to give rise to a suspicion of money laundering activity.

Group companies must ensure that their existing customer approval and “know your rise to a suspicion of possible money laundering activity. These include (but are not
customer ” procedures are sufficient to provide comfort, as far as possible, that their limited to):
customers are not involved in any form of criminal activity.
• payments made in currencies other than those specified on the invoice;
Employees should promptly refer suspicious transactions or activities by any customer
• payments made in cash or cash equivalents, in particular where the sum involved
or other party with whom they are dealing to their General Manager or Head of
is substantial;
Function and local Legal Counsel.
• multiple payments from different sources in satisfaction of a single invoice;
Cash payments in excess of €15,000 (or its equivalent in any alternative currency)
must not be accepted by Group companies in the EU in any single transaction or • payments to or from an account other than the normal business relationship
series of linked transactions. account;
Group companies and their employees must: • requests to make an overpayment;
• ensure that they do not knowingly assist in the financing of, or otherwise provide • payments made by, or requests to supply goods to, someone not a party to the
support for, terrorist activity; and contract; and
• pursue practices to ensure that their activities do not otherwise inadvertently • requests to supply goods to a location other than the most proximate
contravene any relevant anti-terrorism measures. branch/office or to adopt an unusual shipping route.
Group companies must adopt and maintain procedures and controls designed to Group companies located outside the EU are, in any event, encouraged to avoid
prevent inadvertent breach of antiterrorism measures. accepting cash payments where the sum involved is substantial.
Most jurisdictions impose laws making it a criminal offence to e ngage in money
laundering activity. Generally speaking, such laws make it an offence for any person
Whistleblowing
or company to engage in transactions involving assets which they know or suspect
are derived from criminal activity. Any employee who suspects wrongdoing at work is strongly encouraged to raise his
concern in confidence through the internal whistleblowing procedure.
Penalties for breach of money laundering laws can be severe (inc luding substantial
fines and/or imprisonment) and can attach both to individuals and to corporations. In Anyone who raises a genuinely held concern in good faith concerning a matter which
essence, the more effective a company’s procedures are at detecting and preventing he reasonably believes to be true will not suffer any form of reprisal or retribution as a
money laundering activity, the less likely it is that the company will be liable for result.
prosecution as a result of its employees’ activities.
This will be the case even where the individual raising the concern is mistaken and
Few Group employees will ever personally be in a position to infringe money there is no case to answer.
laundering laws. However, you should be conscious of situations which ought to give

Harassment or victimisation, including informal pressure, of anyone raising a genuine • any other breach of the Standards of Business Conduct or any other applicable
concern will not be tolerated, and any such conduct will itself constitute a breach of Group Policy, Standard or Common Platform;
the Standards of Business Conduct and will be treated as a serious disciplinary
• a miscarriage of justice; and
matter.
• concealment of any of the above.
While no one who comes forward in good faith has anything to fear, false allegations
raised maliciously will be treated as misconduct and dealt with in accordance with the
Disciplinary Procedure.
This list is not exhaustive. A concern should be raised irrespective of whether the
An individual who is concerned about actual or suspected wrongdoing and who suspected wrongdoing has occurred, is occurring or is likely to occur.
wishes to report the matter formally for investigation should raise it with his line
This procedure is not intended for use where you are unhappy with your personal
manager. The line manager should immediately refer the matter to a Designated
employment position, for example lack of promotion or a smaller than expected wage
Officer for investigation but must otherwise keep all details confidential.
increase – the Group’s Grievance Procedures are available in those cases.
Where an individual feels unable to raise his concern with his line manager, for
The Group Designated Officers, with whom any Group employee may raise a
whatever reason, it should be raised directly with a Designated Officer or with an HR
concern, are:
manager, who will then refer it to a Designated Officer.
• the Company Secretary of British American Tobacco p.l.c.
Concerns raised in this way will be investigated fully and the identity of the person
raising the concern will be kept confidential. • the Group Head of Audit and Business Risk
When the investigation has been completed, the person who raised the concern will • the Head of Group Security.
be informed of the outcome by the Designated Officer.
Group operating companies should implement local whistleblowing procedures to
They can each be contacted by e-mail, by telephone (+44 (0)207 845 1000), or by
supplement this policy and the Group procedures identified above.
writing to them at British American Tobacco p.l.c., Globe House, 4 Temple Place,
Examples of suspected wrongdoing that should be raised in this way include:
London WC2R 2PG.
• the commission of a criminal offence;
While concerns may be raised anonymously, you are strongly encouraged to report
• a failure to comply with any legal obligation or any other unlawful act or matters in confidence rather than anonymously. A full investigation of your concern
omission; an act or omission which will, or is likely to, unlawfully may not be possible without your cooperation, and proper feedback cannot be
endanger the health or safety of an individual or unlawfully damage the provided to those who remain anonymous.
environment;
A Group company’s whistleblowing procedure should identify locally (and, where
• a breach of human rights; appropriate, regionally) based Designated Officers and enable staff to raise concerns
in a language with which they feel comfortable.
• accounting malpractice or falsification of documents;

This policy and the Group whistleblowing procedure are operated on behalf of the
Audit Committee of the Board of British American Tobacco p.l.c. and are independent
of management.

427. Bristol-Myers Squibb
Code of Conduct 1
Introduction
[…]
[…]
International Business
1 Source: http://www.bms.com/aboutbms/corporate_governance/content/data/SBCE_2008.pdf

Marketing Practices
Compliance and Ethics



428. Finmeccanica
Code of Ethics 1 by the competent functions, on the Code of Ethics and pertaining protocols. All
Company employees may at any time seek guidance and clarifications from their
GENERAL PRINCIPLES superiors on the contents of the Code of Ethics and the protocols and on the tasks
that they have been assigned to perform. On the occasion of the creation of a new
Dissemination and observance of the Code of Ethics employment, consultancy or service relationship, Finmeccanica shall promptly deliver
the information for their adequate knowledge of the Code of Ethics and the protocols,
Finmeccanica promotes the knowledge and obedience of the Code of Ethics, of with particular reference to those pertaining to specific competences.
specific protocols and their updates among all the Recipients, requiring their
observance and providing, in case of non-compliance, for adequate disciplinary EXTERNAL RELATIONS
actions or contractual sanctions. The Recipients are therefore required to be familiar
with the contents of the Code of Ethics - asking and receiving any necessary Gifts, benefits and promises of favours
explanations on their interpretation from the company’s in-charge offices - to observe
the Code and to contribute to its implementation, by reporting any weaknesses or Finmeccanica prohibits all the Recipients to accept, offer or promise, whether directly
breaches (or even attempted breaches) that they may become aware of. or indirectly, money, gifts, goods, services or undue favours in the course of their
relations with public officers, persons in charge of a public service or private parties, in
Finmeccanica also promotes and encourages cooperation among the Recipients to order to influence their decisions, in view of obtaining preferential treatment, undue
develop compliance with, knowledge and implementation of the Code of Ethics and of services or any other ends.
specific protocols, within the scope of each Recipient's competence and functions.
In relations with the Italian or foreign Public Administration, Finmeccanica shall not
HUMAN RESOURCES AND EMPLOYMENT POLICY unduly influence the activity, choices or decisions of the other party, for example by
offering undue advantages consisting in sums of money or other benefits, employment
Human Resources and Code of Ethics or assignment of consultancy arrangements etc., to the public person or his/her family
or to natural or legal persons connected to him/her. Any requests or offers of money
Through its functions and dedicated resources, Finmeccanica continuously promotes or favours of any kind whatsoever (including for instance gifts or presents unless of a
and encourages acquaintance with the Code of Ethics, relevant protocols and modest value) unduly made to or by anybody acting on behalf of Finmeccanica in any
amendments and knowledge of the areas of activity of the various functions including transactions with the Public Administration (whether Italian or of a foreign country) or
assignments of responsibilities, reporting lines, description of duties and training of private persons (either Italian or foreign) must be immediately reported to the
personnel. Information on, and knowledge of, the Code of Ethics and relevant specific Surveillance Body and to the competent Company functions, so that any consequent
protocols are achieved first of all by circulating specific documentation to all the measures may be taken.
Company’s employees and co-workers in any capacity, who are required by the
Company to sign a statement acknowledging receipt of and acquaintance with the In the event of any requests whatsoever from the Judicial Authorities and, in general,
informative documentation concerning the Code of Ethics, when this is handed over to of any contact with the said Authority, Finmeccanica shall offer its full cooperation and
them. Secondly, Finmeccanica provides its employees and co-workers, in any refrain from any behaviour that may cause hindrance or prejudice, in compliance with
capacity and at any level, with special training and follow-up programmes organised the laws and regulations currently in force and in accordance with the principles of
fairness, loyalty and transparency.
1 Source: http://www.finmeccanica.it/EN/Common/files/Holding/Corporate/Investor_relations/Corporate_Governance/Codice_etico_2008_UK.pdf

Gifts, acts of giving and benefits Sanctions system – General principles

In conducting business dealings with consultants, clients, suppliers, other parties in Breaches of the principles set forth in the Code of Ethics and in the procedures
transactions, business and/or financial partners, no acts of giving or benefits (both provided by internal protocols prejudice the trusting relation between Finmeccanica
direct and indirect), gifts, acts of courtesy or hospitality of any kind shall be made, and the Recipients.
unless they are of such a kind and value that do not compromise the image of the
Such breaches shall be incisively, promptly and seriously followed up by the
Company, and that may not to be interpreted as aiming at obtaining a preferential
Company, through adequate and proportionate disciplinary measures, regardless of
treatment. In all cases, any gifts, acts of courtesy or form of hospitality shall be
whether the relevant conduct is an indictable crime or whether any criminal
reported to and submitted to the approval by the persons charged to such effect.
proceedings have been instituted in the cases of indictable crimes.
Any director, member of the Board of Statutory Auditors or employee who receives
The consequences of the breaches of the principles set forth in the Code of Ethics
gifts which exceed ordinary business practice and made with the purpose of gaining
and of the specific protocols shall be taken into serious consideration by all the
preferential treatment in any corporate activities, shall promptly report it to the Board
Recipients: for that purpose Finmeccanica shall circulate the Code of Ethics and the
of Directors, the Board of Statutory Auditors or, if an employee, his/her superior who
specific protocols to all the persons involved and keep everyone informed on the
shall immediately inform the specific Company bodies and/or competent corporate
disciplinary measures provided for in case of breach, and on the methods and
function which, after appropriate controls, shall, through the c ompany functions in
procedures for inflicting sanctions.
charge of external relations, inform the person who offered the gift, giveaways, etc. on
the policy of the Company on this issue. To safeguard its image and its company resources, the Company shall not have any
dealings whatsoever with parties who do not intend to operate in strict observance of
BREACHES OF THE CODE OF ETHICS – SANCTIONS SYSTEM all applicable laws and regulations, and/or refuse to act in accordance to the values
and principles set forth in the Code of Ethics and to adhere to the procedures and
Reporting breaches regulations set out in the relevant protocols.
When a committed, attempted or requested breach of the rules of the Code of Ethics
and the relevant protocols is reported, the Company shall ensure that no-one, in the
workplace, may be subject to any retaliation, illegal conditioning, hardship and
discriminating treatment of any kind, for having reported a breach of the Code of
Ethics or of the procedures foreseen by the internal protocols to the Surveillance Body
(dedicated e-mail boxes: org.vigilanzadlgs231-01@finmeccanica.it and
codice.etico@finmeccanica.it). As a consequence of the said report, the Company
shall promptly arrange the necessary checks and take adequate disciplinary
measures.

429. J.C. Penny
Statement of Business Ethics 1 organization or individual seeking to do business with, doing business with, or
competing with JCPenney.
We Care About Our Communities
Associates should not, directly or indirectly, accept gifts of cash or anything else of
value from anyone having or seeking business with JCPenney, other than non-cash
Foreign Corrupt Practices Act gifts of nominal value generally used for promotional purposes by the donor. "Nominal
Associates are strictly prohibited from using Company funds or other Company assets value" means, generally, not more than $50 in retail value. If an Associate receives a
for any illegal, unethical or improper purpose. Whether or not it is an accepted practice gift with a retail value of $50 or more from a supplier, he or she should notify their
in a particular country, Associates may not give, offer or promise to pay a bribe, manager immediately.
kickback or other similar unlawful or improper payment or gift to any foreign official, Meals
department or agency, foreign political party or political party official, or candidate for
foreign political office for the purpose of obtaining or retaining business, directing Participation in business-related functions, including, on occasion, the acceptance of
business to any particular person, or securing an improper advantage for the lunches or other meals, is a normal and permissible business practice. However, care
Company. Associates may not use, employ or authorize suppliers, third party agents must be exercised to ensure that such functions serve a business function, that their
or any outside person or entity for the purpose of circumventing this policy. value and frequency are not excessive, and that there is reciprocation.
While the anti-bribery prohibition does not apply to infrequent, small "facilitating" Entertainment and Travel
payments made to a foreign official to perform non-discretionary, ministerial or clerical Occasional entertainment or outings, such as local sports events, dinners, theater
duties, this exception will be narrowly interpreted and will only apply to infrequent performances, or golf dates, may be accepted if there is a business purpose and if the
small payments made to facilitate routine governmental action ordinarily and Associate reciprocates. In cases where reciprocation does not seem possible, but the
commonly performed by a foreign government official, such as processing Associate believes it is in the Company's interest to attend, approval must be obtained
government papers or providing working utilities. All "facilitating" payments must be from a supervisor, such as a unit manager or a department head. Entertainment trips
reviewed and approved by the Legal Department in advance of the payment being at even partial supplier expense should not be accepted. On rare occasions, it may be
made. Additionally, all such payments must be accounted for accurately and truthfully appropriate for travel expenses of Associates to be paid by a supplier, but only if the
on the Company's books and records. trip is solely for business purposes and is approved in advance by the Associate's
manager.
We Have a Duty to Our Company and Our Shareholders
We Have a Responsibility to Comply with this Statement, to Disclose Conflicts,
Gifts to ask Questions, and to Report Suspected Violations
Good business relationships are built through trust and integrity, not through the The JCPenney Statement of Business Ethics applies to all JCPenney Associates. All
exchange of gifts and other favors. In fact, such activities may be illegal. All Management, Home Office, and certain designated Administrative Associates are
Associates must conduct business in an ethical manner and are strictly prohibited required to certify their compliance. If you are a manager, you are expected also to
from accepting bribes, kickbacks, payoffs or other types of payments from any ensure that all individuals you supervise are aware of these policies and procedures,
1 Source: http://media.corporate-ir.net/media_files/IROL/70/70528/corpgov/JCPEthicsrevised.pdf

and to promote compliance with them. Any waiver of the Statement of Business Ethics No Retaliation
or its provisions may be made only by the Legal Compliance and Business Ethics
JCPenney has a strict policy against retaliation. The Company will take no adverse
Committee. Any waiver of the Statement of Business Ethics for executive officers of
action or retribution against any Associate because he or she reports in good faith any
the Company may be made only by the Board of Directors and must be promptly
concerns or possible violations of law, ethics or Company policy. If you have raised a
disclosed to stockholders.
question or reported a violation to management or jLine and uncertainty still remains,
Although this Statement is intended to be a positive communication of our high ethical or you believe you have not received an appropriate response, you should discuss the
standards, it is more than an expression of desire that certain ideas be observed. situation with the Legal Department. The following contacts may be used for this
Associates should be aware that failure to comply with the policies described in this purpose:
statement, including the disclosure requirements, may result in termination of
• Mary Tacher (972) 431-1257 (Vice President, Acting General Counsel)
employment. There may also be significant financial implications, such as forfeiture of
incentive compensation payments and termination of equity awards. • Gary Barton (972) 431-5948 (Compliance Coordinator)
How to Ask Questions and Report
ComplaintsjLine (800-527-0063) is JCPenney's concern line for issues involving
ethics, legal compliance, human resources, accounting and loss prevention. It is
operated by Global Compliance, an organization independent from JCPenney. You
may also report issues on the internet by going to www.jcpjline.com. Associates and
others outside the United States may call a toll-free international number. If you
choose, you may remain anonymous when you contact jLine. The more information
you provide, the better the Company will be able to investigate and take appropriate
action. When you call jLine, you will be provided a case number to use if you wish to
call back to seek or provide more information.
Not every situation can be specifically covered in the Statement. If you are faced with
a situation in which the proper course of conduct is unclear to you, you should discuss
it with your manager, HR representative, another JCPenney manager or, if you
prefer,¬ contact jLine at 800-527-0063, or www.jcpjline.com. If you think that
something is wrong, or believe that another Associate may have violated JCPenney
polices, including the policies set forth in this Statement, you have a duty to raise
questions and report concerns immediately. You should begin by sharing your
concerns with your immediate supervisor. If you wish, you may contact jLine at 800-
527 -0063 or www.jcpjline.com.

430. Petro-Canada
Report to the Community 2007–2008 1 a number of important corporate responsibility initiatives.

In 2007, more than 5,500 employees and 900 contractors completed a web-based
Our Performance Scorecard
interactive sign-off on the Code. In early 2008, the Code was updated to incorporate
more relevant business issues and to provide meaningful and practical advice on how
2007 Results to proceed or act in particular situations. Later this year, a web-based training module
• 5,522, or 98% of employees, and 906 contractors completed an interactive Code will be completed by all employees and contract personnel to strengthen their
refresher understanding of the Code.
• developed interactive, web-based privacy training and deployed it to 3,885 Web-based interactive training courses are used to inform employees and contractors
employees of their obligations under anticorruption legislation. Last year, anti-corruption
legislation workshops were held for employees and contractors at most of our
• conducted workshops on how to deal with bribery and corruption in most international locations and some Canadian operations. During 2008, we plan to
International offices update our online training and provide it to designated employees and contractors.
• developed safety pre-selection criteria for contractors Our management systems, such as the TLM framework, provide us with a systematic
• strengthened our Total Loss Management (TLM) framework by introducing a way to manage risks to the environment, health and safety, security, stakeholder
consistent and robust method to assess and control environment and social risks engagement and asset integrity. In 2007, we strengthened the TLM framework by
improving our risk matrix – a consistent, robust tool to assess environment, safety and
social risks. During 2008, we are training employees on how to apply the risk matrix.
BUSINESS CONDUCT We know customers are concerned with the price of gasoline and the volatility of
At Petro -Canada, we strive to maintain a strong ethical culture and to conduct our gasoline pricing. Our approach is to be open to dialogue and try to demystify this
business in a highly principled manner wherever we operate around the world. complex issue. In 2007, we launched pumptalk.ca, a blog on which visitors can talk
openly about gasoline prices and share ideas to help use fuel more efficiently.
We are a mid-sized player in the global arena, and our operations continue to grow as
we advance our seven major projects. Our 2008 goals reflect our commitment to provide clear policies, effective training and
robust management systems so we can continue operating as an ethical and highly
A growing business means a growing workforce and more complex bu siness issues. principled company.
This presents us with the challenges of building on the best of our ethical culture,
clearly communicating our values to contractors and evolving our management
systems to reflect our growing business and changing requirements.
Our commitment to do the right thing starts at the top. A few years ago, we formed the
Executive Corporate Responsibility Steering Committee (ECRSC), made up of senior
executives from across the Company. With their support, Petro-Canada has advanced
1 Source: http://www.petro-canada.ca/pdfs/PC_Community_2007_ENG.pdf

Code of Business Conduct1 Personal and Business Integrity
Ethical Use of Company Property and Information
ACCOUNTING AND FINANCIAL REPORTING

Petro-Canada conducts its financial affairs lawfully. All financial transactions are
undertaken in compliance with approved delegations of authority. All financial
transactions are accounted for and are reported in accordance with Petro-Canada
accounting policies and procedures.
Petro-Canada’s policies and procedures ensure that all accounting and financial
reporting complies with the relevant generally accepted accounting principles and
where appropriate the relevant rules and regulations.
No undisclosed funds or accounts may be established. All cash and bank accounts
and other business transactions must be handled in a transparent manner that avoids
any suspicion of bribery, kickback or illegal or improper paymen ts.
All Petro-Canada financial reports, accounting records, invoices, research and sales
reports, expense accounts, time sheets and other financial documents must clearly
and accurately represent the relevant facts and true nature of each transaction, must
be retained in accordance with all applicable laws and Petro-Canada’s records
retention policies, and must be made available for inspection by the company’s
internal and external auditors.
Making false, fictitious or misleading entries with respect to any transaction or the
disposition of any of the company’s assets is strictly prohibited and you must not
engage in any transaction that requires or contemplates the making of a false entry. If
you become aware of questionable or suspicious financial transactions or entries you
must disclose it immediately to your supervisor or leader, the Controller, the Chief
Compliance Officer, or by using the Petro-Canada Business Conduct Hotline.
1Source: http:// www.petro-canada.ca/pdfs/Code_of_Business_Conduct__E.pdf




Reporting Suspected Violations
The Petro-Canada Business Conduct Hotline

If you have concerns regarding suspected violations of this Code or of Petro-Canada’s
Policy for Preventing Improper Payments, including questionable accounting, conflicts
of interest, dishonest behaviour, harassment, internal accounting controls or auditing
matters, call Petro-Canada’s 1-800 Business Conduct Hotline. The Business Conduct
Hotline is available 24 hours a day, seven days a week, 365 days a year, and is
managed by an external company that is contractually bound to maintain callers’
confidentiality.

Who Must Follow the Code?

431. Inbev
Citizenship 08 1 Business Conduct and Integrity
Vision and Strategy Accounting for business conduct

InBev’s Global Code of Business Conduct establishes parameters and safeguards to
Code of Business Conduct ensure high standards of integrity are upheld; and our global whistleblowing procedure
As part of InBev’s Corporate Governance framework, we have issued a Global Code ensures that potential violations of the Code can be effectively and independently
of Business Conduct which establishes parameters and safeguards to ensure high reported without fear of recrimination.
standards of integrity are upheld. A new global whistleblowing procedure has been The Code covers compliance with laws, including competition and antitrust laws;
introduced this year to ensure that potential violations of the Code can be effectively dealing with potential conflicts of interest; use of company assets; prevention of
and independently reported without fear of recriminations. human rights violations; and together with specific guidelines on gifts and political
The Code covers compliance with all laws, including competition and antitrust laws; contributions, includes safeguards against bribery and corruption.
dealing with potential conflicts of interest; use of company assets; prevention of Extensive training has been carried out, including induction training for all new staff, to
human rights violations; and together with specific guidelines on gifts and political ensure our people are aware of and understand their responsibilities under the Code.
contributions, includes safeguards against bribery and corruption. More information A global e-training course on the Code of Business Conduct is executed annually. In
can be found in the People and Community section of this report (page 28). 2007, as with last year, all senior managers worldwide (700 in total, 0.82% of the
workforce), have participated in the e-training which included specific training modules
Our People and the Community on conflicts of interest, confidentiality and trading in shares of the company. All senior
managers have certified that they know the Code and will comply with it. Our goal for
HIGHLIGHTS
2009 is to enable 3,000 of our managers to complete the course.
• InBev is recognized on the Fortune 500 list of the World’s Most Admired To ensure that the Code of Business Conduct is properly enforceable, an independent
Companies, ranking second among major brewers, and moving up one spot from telephone line is available 24 hours per day, seven days per week. Employees can
2007 to fifth overall in the beverage sector. also register concerns via an independent website. Privacy and confidentiality reasons
• Total lost work days per 1000 full time equivalent employees down 16%. restrict us from publishing statistical details on active cases or calls received, however
we monitor the number and type of case by Zone internally, and provide reports to the
• In 2007, all senior managers received training on our guidelines on gifts and Board level Audit Committee
political contributions, addressing our global anti-corruption measures.
Buying Products and Services at InBev
Our general terms and conditions for the purchase of products or services place
robust demands on our suppliers.
1Source: http://www.inbev.com/pdf/InBev_corpo_citizenship08.pdf

All employees of suppliers on InBev’s premises have to comply with all applicable Employees have the possibility to report violations, or potential violations through
environment, health and safety laws. No supplier shall utilize child, slave, prisoner or internal mechanisms (such as by going to their appropriate line manager), however
any other form of forced or involuntary labor, or engage in abusive employment or should they wish, employees may also use an appointed third party organization,
corrupt business practices. Suppliers must make provision for sub contractors and EthicsPoint Inc., which provides InBev employees with the following further options for
their employees to comply with the terms and conditions. reporting :
• Via the Internet - to access a highly secure Internet-based message interface that
will immediately notify the General Counsel Corporate Governance & Compliance
and the VP Corporate Audit.
People and Community 1
• 24/7 available whistleblowing line - employees may call the toll free line to speak
with a live operator who is a compliance specialist. The line operates 24 hours a
InBev Code of Business Conduct day/seven days a week and also has translation services available at all times.
Percentage and total number of business units analyzed for risks related to
corruption
Subject to potential legal requirements, the identity of an employee reporting alleged
In 2007, eight of our business units in addition to our HQ in Belgium, representing violations will be kept confidential.
36% of the total business (up from 26% in 2006), were assessed in terms of
compliance with our global Code of Business Conduct which relates to anti-corruption. Employees will not be subject to retaliation or penalties of any kind for reporting in
good faith a suspected violation to InBev.
The Corporate Audit cycle is on-going, with all countries being subject to review
between 2007 and 2009. Please also see pages 4 and 5 of the Citi zenship Report.
Whistleblowing Policy
As part of InBev’s Code of Business Conduct - which acts as a guideline for all
company business decisions - we place a strong emphasis on enforcing and reporting
of violations or potential violations of the Code. To learn more about the InBev Code
of Business Conduct, please see page 34.
All managers are responsible for the enforcement of and compliance with the Code,
including its distribution to ensure that the employees of InBev have sufficient
knowledge of the Code and comply with it adequately.
No manager or individual has the authority to permit any exceptions to the Code.
1Source: http://www.inbev.com/pdf/InBev_People_and_Community.pdf

433. Sun Life Financial
Code of Business Conduct1

Avoiding conflicts of interest
1 Source: http://www.sunlife.com/static/global/files/Code%20of%20business%20conduct/pa_e_code_of_business_conduct.pdf

Anti-money laundering/Anti-terrorist financing Application of the Code of Business Conduct

Contravention of the Code

434. Komatsu
Code of Business Conduct1 (hereinafter "employees and others") must be conscious of corporate citizenship and
correctly understand and observe the laws, ordinances, customs and practices of their
Five Principles of Compliance respective countries and regions, which are defined as the"Rules of the Business
1. Regardless of the conditions and regardless of who asks you, you are not Community" (hereinafter the "Rules").
permitted to break the "Rules". The Rules may be amended to reflect social changes that might occur. Thus, all
(The "Rules" means the "Rules of the Business Community", as defined in employees must work to always obtain the latest information available. As ignorance
KOMATSU'S CODE OF WORLDWIDE BUSINESS CONDUCT, which generically of the Rules will not be tolerated, all employees will also need to investigate and
includes the laws, ordinances, customs and practices of respective countries and confirm the Rules related to their business and duties and ensure that all concerned
regions.) persons are thoroughly updated with the latest information. When they face uncertain
situations in determining their actions in light of the Rules, they must consult their
2. Ignorance of the Rules will not be tolerated. If you are not sure, you must check superiors, compliance-related departments or a specialist for appropriate actions.
the Rules by yourself or consult a specialist.
All employees and others of the Komatsu Group must comply with the Rules as their
(All employees of the Komatsu Group must repeatedly read and make sure that top priority and duty, and it is absolutely prohibited for any employee to engage in
they clearly understand KOMATSU'S CODE OF WORLDWIDE BUSINESS actions or have their colleagues or juniors engage in actions which violate the Rules.
CONDUCT.) The Komatsu Group will never tolerate any employee violating the Rules under any
3. Never patch over or cover up any mistake or failure to follow the Rules. circumstance, even when requested by customers or instructed by superiors or when
acting for the sake of the company and/or the Komatsu Group.
4. If you discover any mistake or failure to follow the Rules, you must immediately
correct it and implement preventive measures to ensure that it does not happen All employees of the Komatsu Group must never postpone tasks and problems related
again. to the Rules in any business areas and operational domains.
5. If you learn of any violation of the Rules, you must immediately inform the person When they happen to learn about any violation of the Rules, they are required to
responsible for compliance. correct it and implement preventive measures, while promptly contacting the
department in charge of compliance and related departments. They must not patch
(Komatsu is committed to ensuring that no unfavorable action will be taken over or cover up any mistake or failure for any reason.
against the person for providing such information.)
When violations of the Rules and/or cover-ups are discovered, the Komatsu Group
shall take disciplinary action in accordance with company regulations and all other
necessary actions against the person or persons concerned, including criminal
Compliance with The Rules of The Business Community
charges.
Observing Judicial and Social Rules
All top management, employees and others who work for the Komatsu Group
1 Source: http://www.komatsu.com/CompanyInfo/profile/conduct/

Relationship with Society Entertainment among Komatsu Group employees shall not be permitted.
Entertainment expenses shall be used only when sound business reasons justify
Stakeholder Relations and/or require it. Guidelines consistent with local laws and local business customs
should be set for each region, and such guidelines must be within the international
People with interest in Komatsu Groupes business are herein referred to as
practice.
"Stakeholders." Stakeholders include customers, shareholders (including investors),
distributors, business associates, local community members and Komatsu Group
employees. By regarding Stakeholders as valuable equal business participants, the
Compliance Framework
Komatsu Group strives to build and maintain a long-term, fair and trustworthy
relationship with them by disclosing accurate information in an appropriate and fair Receiving Information, Consultation for Employees and Internal Hotline
manner through public relations, investor relations and other activities. Services
• Business Associates Opportunities for open and frank discussion relating to the Rules are actively
encouraged for all employees.
Vendors and suppliers are considered to be close business associates and are
on an equal standing with us. We will strive to establish long-term stable To that end, and in order to promptly offer solutions for individual problems, Komatsu
relationships with them. Relations with these associates are restricted to business Ltd. has established the Business Rule Consultation Office at the head office. This
only. Excessive entertainment and requests for favors violating the Rules are Office provides an open opportunity for all employees of the Komatsu Group to
prohibited. discuss any matters related to the Rules and promptly offer solutions to individual
problems. The Office will provide consultations for individual problems, receive
Selection of business associates shall be made on a free competitive basis,
information individually, offer internal hotline services and investigate any violations
judged solely on objective business criteria, such as quality, cost and delivery.
and develop measures for improvement.
• Phone and Fax +81-3-3582-2506
Free and Fair Business Transactions
Minimization of Formalities Establishment of Code of Conduct and Thorough Compliance
Formalities should be minimized to the extent practical and appropriate given Distribution of and Thorough Compliance with the Code
international or social standards.
"Komatsu's Code of Worldwide Business Conduct" is a guideline which stipulates the
Giving or receiving gifts is not permitted in principle except for unavoidable cases with Rules observed by the top management of Komatsu Group companies and all other
regard to local laws and local business customs. In those exceptional cases separate employees of the Komatsu Group. Any violation will be subject to stringent disciplinary
guidelines should be developed consistent with local laws and local business action based on the corporate rules and/or job contracts of each company.
customs.
The Code will be reviewed annually with the approval of the Compliance Committee,
Ceremonial events for business relations shall be performed as simply as possible. and each edition will be distributed to all employees of the Komatsu Group.

435. Japan Airlines
CSR Report 2007 1 implementation of the JAL Group Code of Conduct. Activities during this period
include group employees completing self-evaluation check sheets, along with
Risk Management System compliance-awareness surveys for each division and compliance meetings and
seminars conducted by lecturers brought in from outside the company.
Internal Whistle -Blowing
Compliance Network
In April 2006, JAL established a system for internal whistle-blowing in line with the Involving approximately 100 domestic group companies, the JAL Group Compliance
enforcement of the Whistleblower Protection Act. In addition to widely publicizing this Network shares compliance information, raises awareness and establishes and
system throughout the JAL Group, we take steps to respond in a timely and reinforces compliance-promotion structures. Activities covered
appropriate manner to protect the privacy of the informant where such information has
been brought forward. The company has also established liaison desks relating to by the network include replying to questions and requests for advice put forward by
human rights and sexual harassment for the purposes of receiving inquiries and each company, providing teaching materials and engaging in educational activities.
listening to complaints and grievances of group employees.
Compliance Promotion
The JAL Group established the Corporate Compliance and Business Risk Code of Conduct²
Management Committee to set down common concepts related to compliance for the
entire group and to disseminate these throughout the group via various training and
Sound Business Activities
educational activities.
Training Courses Relations with Parties Concerned and Business Counterparts
In addition to implementing training courses for new employees and newly appointed We will practice restraint when offering entertainment and giving/accepting gifts
managers, the company has introduced the Compliance Brush-Up Program (CBP), to/from any party concerned or business counterparts, and stay within the boundaries
employing e-learning techniques and a system for loaning teaching materials to of general business practices and good sense, even when such practices are
increase employee awareness of compliance. To educate employees about justifiably necessary. We will never accept gifts that can be construed as a bribe or
compliance and risk management on a regular basis through information exchange behave in a manner that may infringe upon laws and regulations.
among planning and field divisions, the company has begun publishing Monthly
1. National Public Service Officials and Corresponding Parties Concerned
Compass, which introduces concrete case studies and activities carried out at each
work site. In principle, we will not offer gifts or entertainment to national public service
officials or corresponding parties concerned.
Compliance Month
Every year, the company designates a JAL Group Compliance Month to increase the
awareness of group employees, promote compliance and ensure thorough
1 Source:http://www.jal.com/en/corporate/csr2007/pdf/all.pdf
²Source: http://www.jal.com/en/corporate/action.html

2. Suppliers and Vendors

We will obtain the prior approval of the manager and abide by specific internal
procedures when offering gifts or entertainment. Conversely, we will seek the
prior advice of the manager when accepting entertainment, promptly report when
receiving gifts, and follow the appropriate instructions of the manager in each
instance. We will refuse gifts and entertainment which overstep good sense.
Incidentally, offering and accepting gifts and entertainment among group companies is
prohibited.

436. Whirlpool
Code of Ethics 1 information about the relevant policy of the Company, or report a potential issue. If
you contact the specialized company Whirlpool has retained to receive such inquiries,
Whirlpool – The Way We Work you will not have to identify yourself. The Company will not allow retaliation for any
This code applies to all employees, officers, and directors (“employees”) of Whirlpool information or reports that you provide in good faith.
Corporation and its subsidiaries (“Whirlpool” or the “Company”). As employees of Books and Records/ Internal Controls/ Payments to Government Officials/
Whirlpool, we will comply with all laws, regulations, and Company policies that govern Prevention of Money Laundering
our activities around the world. To do any less would compromise our shared values.
We will strive to be involved and responsible citizens in the communities where we All Company financial, accounting, research, test, sales, manufacturing, and expense
live. At work, we will deal with employees fairly and honestly, and with concern for records or reports, timesheets, and other documents must accurately and clearly
safety and well being. represent the facts of the underlying matter.
Management is responsible for making sure that proper attention is given to, and that Improper or fraudulent documentation or reporting is contrary to Whirlpool policy.
controls are in place for, promoting compliance with our code of conduct and the Whirlpool has established accounting and other control standards and procedures to
specific Company policies addressing each area. Employees who fail to abide by ensure that all Company assets are protected and properly used, and that financial
these Company policies will face corrective action, up to and including termination of records are accurate and reliable. In addition, Whirlpool has in place policies
employment. As to executive officers, senior financial officers, and directors, the governing the receipt of money and processing of payments to ensure compliance
requirement that you adhere to these policies may only be amended or waived by the with money-laundering prevention laws. Employees share the responsibility for
board of directors of Whirlpool, or a committee thereof, and we will disclose to our maintaining and complying with required internal controls and ensuring that Company
shareholders within four business days any amendment or waiver of these policies assets are not misused.
made by the board of directors on behalf of any executive officer, senior financial
officer, or director. Employees should not make any payments to any government official, either directly
or indirectly, for the purpose of obtaining or retaining business or obtaining favorable
This code briefly summarizes the conduct required by key policies and guidelines in regulatory action. Any other payments made to government officials should be
effect in the U.S. and in many other countries and is intended to remind us of the need approved in advance and recorded in the Company’s financial records.
to act ethically in all we do. Nothing in this code constitutes a contract of employment
with any individual. Gifts/ Fair Dealing
Whirlpool’s non-U.S. operations may, in addition, have policies in effect that Employees should deal honestly and fairly with suppliers, customers, competitors, and
complement and support Whirlpool’s ethical approach. Non-U.S. employees are employees and should award Whirlpool business based on quality, delivery, service,
governed by the applicable non -U.S. policies in their operations as well as the and competitive pricing. To avoid the appearance of improper influence, no employee,
business with integrity principles described in this code. or member of an employee’s immediate family, should accept any gift of more than
token value. Neither is it appropriate to accept loans or unusual hospitality (excesses
If you ever are unsure about a situation or pending decision, contact your supervisor in meals, refreshment, or entertainment) from suppliers or customers. Employees
or the others listed at the end of this document. In this way, you can obtain more should not take unfair advantage of anyone through manipulation, concealment,
1 Source: http://www.whirlpoolcorp.com/shared/content/documents/NAR_English_Final.pdf

abuse of privileged information, misrepresentation of material facts, or any other Access code by calling an AT&T operator, or from the AT&T website,
unfair-dealing practice. www.usa.att.com/traveler/index.jsp).
Support for Our Code of Ethics Additionally, you may call the Hotline directly, toll free, from within the geographic
borders of Mexico at 001-800-961-4262. Your call can be answered in Spanish or
Whirlpool is committed to supporting its people in meeting their obligations under this
English.
code. In a similar fashion, all Whirlpool employees must comply with this code in their
work conduct. The call taker will collect information and initiate appropriate follow-up action. All calls
will be handled in a confidential manner and you will not need to identify yourself.
If you observe or know of violations of this code, or a violation of the law, or have
questions about the meaning, intent, and/or application of the underlying policies, it is • You may also contact this company by email at the following website,
your responsibility to report such situations or pose any questions promptly. Whirlpool www.whirlpoolethicshotline.com
will not tolerate any reprisal or retaliation against any person who, in good faith,
• or by regular mail at:
reports a known or suspected violation of this code or the law. Whirlpool will take
Global Compliance Services, Inc.
disciplinary action, up to and including termination of employment, against any
13950 Ballantyne Corporate Place, Suite 300
employee involved in any reprisal or retaliation.
Charlotte, NC 28277
You can make a report or pose a question by contacting:
• Your supervisor
This is also the address where you would send supporting documentation if you
• Your Human Resources or Employee Relations representative contact the Hotline by telephone or email.
• The Law Department, Corporate Security Department, or Internal Audit Reporting Concerns regarding Accounting, Internal Controls, or Auditing
Department Practices
• The Hotline (as indicated on the next page) If you wish to register any questions, concerns, or complaints directly to the Audit
Committee of the Board of Directors regarding accounting, internal accounting
controls, or auditing matters, or if you wish to deliver an anonymous submission of
Code of Ethics Hotline concerns regarding questionable accounting, internal accounting controls, or auditing
matters, you may either (a) contact the Hotline or (b) write to the Chairman of the
Whirlpool has retained a specialized company to maintain a Hotline to receive
Audit Committee at the following address: Whirlpool Corporation Audit Committee
inquiries on a confidential basis. In situations where you do not want to use the normal
Chairman, 27 North Wacker Drive, Suite 615, Chicago, Illinois 60606-2800.
channels of communication, you can call the Hotline.
The master Hotline number is 800-961-2487. This line will be answered in English.
From outside the United States you need to first dial the AT&T Direct Access code for
the country you are calling from (you can determine the appropriate AT&T Direct

438. Ricoh
RICOH GROUP SUSTAINABILITY REPORT 20081 The Ricoh Group Code of Conduct²
(CORPORATE SOCIAL RESPONSIBILITY) Integrity in Corporate Activities
Compliance
Each Ricoh employee is required to fully understand the Ricoh Group Code of
Conduct and act in accordance with it, in order to strengthen compliance (observance
of laws, regulations and corporate ethics). For this purpose we provide e-learning
courses to help employees understand the importance of following laws, regulations
and corporate ethics. We also use dramatized educational videos to provide
employees with better understanding and enable them to reflect what they have
learned onto their daily activities. In addition, we will ensure continuous improvement
by checking the effects of education as well as level of knowledge penetration and
retention among employees.
Overseas Ricoh Group companies share the Code of Conduct
Ricoh’s overseas Group companies share the Code of Conduct through the effective
use of infrastructure, such as intranets and portable booklets that are created and
distributed to employees.
Operation of a Hot Line, a consulting service for employees
To give our employees advice and a means of consultation when they have difficulty
in their daily activities, Ricoh Group (Japan) opened consultati on desks at two
locations in April 2003: the Internal Management & Control Division and an external
law firm. Reports from the law firm to Ricoh ’s Internal Management & Control Division
are made on an anonymous basis to respect the privacy of the individuals. To
facilitate proper operation of the Hot Line, we have set Ricoh’s standard rules and a
system to protect individual privacy. During fiscal 2007, we accepted 28 inquiries and
provided individuals with advice and feedback as appropriate.
1 Source: http://www.ricoh.com/about/csr/report/pdf2008/all.pdf
²Source: http://www.ricoh.com/about/pdf/code.pdf

Implementation

439. Staples
2007 Staples Soul Report 1

Building a global culture of integrity
Ethics
We’ve designed the ethics program at Staples to unite our 76,000 associates with a
Taking a stand against corruption common foundation and empower them at a local level. With operations in 22
countries, our culture of integrity can unite us globally. To that end, the ethics program
As Staples moves into emerging markets, we are more likely to face corrupt business consists of four main building blocks:
practices than ever before. Having a robust anticorruption program helps mitigate the
risk of corporate and personal liability, build trust and differentiate Staples as a good 1. Code of Ethics
corporate citizen. Progress for 2007 includes: 2. Ethics Helpline
• Development of a global anticorruption program, consisting of a simple policy and 3. Ethics Training
practical set of procedures
4. Issue escalation, management and tracking
• Working with TRACE, a nonprofit membership association specializing in
antibribery due diligence to develop our program
• Building awareness through one-on -one meetings, workshops and forums When we roll out the ethics program we must customize the four main building blocks
to meet the business, cultural, language and legal requirements of each county.
In 2007, we expanded the program’s global reach by holding interactive workshops,
Goals training and town hall meetings in multiple languages and countries, including
• Introduce new tools to help associates recognize potential ethical dilemmas and Argentina, Brazil, Canada and China.
how to handle them. Improving the transparency of ethics concerns
• Customize and implement online Code of Ethics training in China, Europe, India Last year we upgraded the ethics issue management system and revised related
and South America. procedures to provide better oversight of the types of ethics concerns that are raised
• Finish implementing our Privacy and Information Management Program and how they are handled across the company. We believe the upgrades will help us:
worldwide. • Evaluate the impacts of our communications and training programs
• Refine our Anticorruption Program and continue the implementation process. • Analyze trends
• Design a measurement strategy to help us evaluate the effectiveness and • Be sure we are responsive and consistent
performance of our ethics and compliance program.
• Conduct unannounced audits of international factories producing Staples® brand
products.
1Source: http:// www.staples.com/sbd/img/content/soul/pdf /2007_staples_soul_report.pdf

Code of Ethics 1 EthicsLink is an ethics helpline that you can use to speak up openly or anonymously.
When you contact Ethics Link, an independent third party captures relevant
SPEAKING UP information about your questions or concerns and stores it on a secure, password
protected website, which can only be accessed by Staples’ VP, Business Ethics and
WHEN TO ASK FOR GUIDANCE designated members of our HR team.
If you’re not sure of the right way to handle a situation, start by asking 6 questions. If Staples will not tolerate retaliation against you for raising an issue as long as you are
you’re still not sure, always ask for help or guidance. honest and act in good faith.
1. Is it legal? If you’re a manager, you must take immediate action whenever you receive a
complaint involving Code violations or you become aware of possible illegal or
2. Is it consistent with our TeamCARE values? unethical conduct. The type of action will vary depending on the situation. At a
3. Does it comply with our policies? minimum, you will need to identify who needs to be notified to ensure we promptly
investigate and address the situation. Failure to take action may result in discipline or
4. What would your family think? termination.
5. How would it look in the newspaper? HOW WE HANDLE COMPLAINTS & REPORTS OF MISCONDUCT
6. Is it best for the company as a whole? We handle all reports of misconduct promptly, professionally, and as confidentially as
possible. We start by evaluating each issue to determine whether to conduct an
informal inquiry or a formal investigation.
WHO TO CALL FOR HELP OR TO REPORT MISCONDUCT
Depending on the circumstances, our Business Ethics, Human Resources, Internal
If you have questions about our Code, concerns about questionable accounting or Audit, Legal, and/or Loss Prevention teams will handle such complaints and reports. If
auditing matters, or you observe or suspect illegal or unethical behavior, it’s your you are asked to cooperate in an investigation, we will count on your full cooperation,
responsibility to let us know right away. Usually it’s best to start with your manager, and you may be disciplined or terminated if you fail to do so. We will not tolerate any
but feel free to use any of the following options: form of retaliation against associates who cooperate or participate in our
• Your manager’s manager or any other manager with whom you feel comfortable investigations.
• Human Resources (either your HR representative or HR Services at 1 -888-490- HOW WE HANDLE CODE VIOLATIONS
4747) If we find that associates have violated the Code, we decide upon appropriate
• Staples’ VP of Business Ethics disciplinary action based on the nature and severity of the violation. The type of
discipline will vary, but could include, without limitation, reprimands, warnings,
• EthicsLink (www.staplesethicslink.com or 1-866-294-6446) probation, suspension, demotions, salary reductions, discharge, and restitution. We
also may report certain violations to criminal or civil authorities, as required or
appropriate.
1 Source: http://www.staples.com/sbd/img/content/soul/pdf/staples_code_of_ethics.pdf

CORE EXPECTATIONS Requirements

1. You must notify your manager in all of the following circumstances:
Always make proper payments
- You receive a gift valued at more than $200, or a lesser amount
Bribes and kickbacks are criminal acts and will not be tolerated. Never offer anything
set by your manager
of value to a customer, vendor, government official, or other party to obtain any
improper advantage in selling goods and services, conducting financial transactions, - You receive a series of gifts from the same party in a year,
or representing the company’s interests. This policy prohibits all kinds of payments, totaling more than $200
such as cash, gifts, trips, advantageous pricing on products or stock in initial public
- You receive a gift of any value that creates an actual or
offerings. This policy applies to direct and indirect payments, payments in kind and
apparent conflict of interest
payments to third parties (such as brokers, sales representatives or manufacturer’s
representatives). In 2. All gifts valued at more than $200 generally should be returned to the
sender. If this is impractical, the gifts should be used for charitable
short, avoid making any payments to someone if you know or merel y suspect that all
purposes or associate team-building events.
or any part of the payments will be offered or paid as a bribe, kickback or improper
payment. 3. If you receive a nominal gift during the holidays or another special
occasion, share it with your team.
CONFLICT OF INTEREST GUIDELINES
You’re responsible for avoiding situations that might impair, or even appear to impair,
your ability to make honest, objective business decisions. You and your close relatives Guidelines for sporting events and travel
must avoid any relationship or activities that could give rise to a conflict of interest – in
If a business partner offers you a gift valued at more than $200, such as a sporting
practice or appearance. Before you get involved in or continue in any situation that
event ticket or an outof-town trip, the following guidelines apply:
could be perceived as a conflict, be open about it. Tell your manager and, where
needed, check with the VP, Business Ethics or General Counsel. • As a general rule, we discourage these types of gifts, even if they are
considered reasonable and customary in the industry.
Gifts & Entertainment
• In extraordinary circumstances, you may accept such gifts but only if
We want our associates to develop solid working relationships with customers and
there is a legitimate business purpose for doing so, there is no actual or
business partners and recognize the business benefits of exchanging certain gifts and
apparent conflict of interest, and you obtain the prior, specific approval
entertainment. That said, you must avoid giving or receiving any gifts or entertainment
of your manager and the Senior Leadership Team member responsible
that compromise or even appear to compromise your ability to do business fairly and
for your functional area. (In the case of the Chairman and CEO, notify
in our best interests – even if the value is nominal (i.e., less than $200). When in
the General Counsel, who will determine whether further disclosure is
doubt, notify your manager.
warranted).

Ethical Conduct 1
Our Code of Ethics defines our ethics policies and procedures globally. We highlight
and reinforce awareness of these standards through communications from senior
managers and ethics staff, ethics training, a global independent ethics reporting and
help line, proper investigation and enforcement procedures, and internal monitoring
and auditing controls. These actions help maintain and enhance a culture of
accountability and integrity.
1 Source: http://www.staples.com/sbd/content/about/soul/ethicalconduct.html

440. Fomento de Construcciones
Corporate social responsibility report 1 • Internal control and fraud prevention.

• Commitment to the market, the company and the community.
Corporate social responsibility strategy
Basic CSR action principles of the FCC Group The FCC Group’s Code of Ethical conduct sets out the procedures company
The FCC Group adopts an ethical approach to its business activities, guaranteeing employees may use to confidentially report infractions against the code, in good faith
respect for its stakeholder relationships and acting in a responsible and sustainable and without fear of reprisals as required by best practices in this area.
manner to generate wealth and ensure the well-being of the company. The Code of Ethical conduct is monitored by the Internal Code of Conduct Monitoring
Consequently, the corporate social responsibility strategy serves to streamline, Committee and is publicly available on the FCC Group website http://www.fcc.es
strengthen and improve the FCC Group’s commitment to its stakeholders, as well as Internal communication channel
the communities and markets where it operates and the environmen t in general.
The FCC Group Audit and Control Committee of the FCC Group manages a specific
FCC’s contribution to sustainable development is embodied in the following principles: process for reporting potentially serious anomalies, particularly those relating to
• […] Promote transparency and free market regulations, rejecting all unfair financial or accounting matters, and for suggesting possible improvements to the
business practices that restrict free competition, as well as bribery and corruption, internal control system, procedures and accounting practices. This process meets the
and any other actions intended to obtain unfair business advantage. […] requirements established in article 41.3 of the regulations of the Board of Directors
and follows recommendation 50.d of the Unified Code of Good Corporate Governance
of the CNMV (Spanish Securities Market Commission).
Code of Ethical Conduct Employees can submit confidential notifications concerning the abovementioned
This Code was prepared considering the corporate risk management points, in good faith and without fear of reprisals, to the Audit and Control Committee
recommendations of the COSO framework, and compliance is compulsory for all FCC representative, by means of the following:
Group employees. • An html page on the corporate intranet: internal communication channel.
The Code of Ethical Conduct constitutes a tool to guide employees’ actions regarding • Postal mail, addressed to the corresponding PO box and clearly marked
social order, environmental and ethical issues that are of particular importance for the Personal-Confidential.
Group and its employees.
The guidelines set out by the code of conduct are divided into four main sections:
FCC Group Code of Ethical conduct guidelines
• Basic principles of conduct.
• […] Internal control and fraud prevention
• Relationships with and between employees.
1 Source: http://www.fcc.es/fcc/corp/informe/rsc_informe.rsc.2007_i.pdf

These guidelines refer to the conduct expected from FCC Group employees on issues Money laundering and irregularities in payments
related to handling information, the use and protection of assets, corruption, bribery
FCC Group employees are required to pay close attention to any possible indications
and money laundering. […]
of a lack of integrity in the individuals or entities with which the company has relations.
FCC Group personnel should pay particular attention to payments in cash unusual for
the type of operation, bearer cheques or payments in currencies different to that
previously agreed, reporting irregularities through the channels and procedures
FCC Group Code of Ethics 1 established in this Code of Ethics. Personnel should also remain vigilant regarding
payments made to or from third parties not mentioned in corresponding contracts, as
Guidelines of conduct
well as those made in accounts other than those usually used in relations with a
particular entity, company or individual.
Corruption and bribery
Payments to individuals, companies, entities or accounts in tax havens and payments
The FCC Group understands corruption as the use of unethical practices to obtain a made to entities for which it is not possible to identify the shareholder, owner or
particular benefit. Corruption is a category of fraud. ultimate beneficiary should also be carefully controlled.
Under no circumstances will FCC Group personnel engage in unethical practices to Finally, FCC Group personnel will closely review extraordinary payments unforeseen
influence persons outside the company, for their own benefit or that of the Group. by the corresponding contracts or agreements.
Staff are also to remain vigilant to ensure that no cases arise in which other persons
or organisations make use of these practices in their relations with the company. Acceptance and compliance
The FCC Group expressly forbids non-contractual or illicit payments to any public or Compliance with this Code of Ethics is mandatory for all Group personnel.
private individual or entity with the intention of procuring or maintaining business or The FCC Group undertakes to ensure that all its employees are familiar with the
other benefits or advantages. content of the Code and adhere to its principles.
FCC Group personnel will not directly or indirectly make, offer or receive any payment The FCC Group expects honest, upright and transparent conduct from all its
in cash or in kind or any other benefit that due to its value, nature or circumstances personnel, in line with the company’s Code of Ethics. All employees may be evaluated
could reasonably alter the development of the relevant commercial, administrative or in regard to their compliance with this Code. Possible infringements will be analysed in
professional relations. accordance with internal regulations, current labour agreements and, where
Staff will also refrain from facilitation payments or those made to speed up applicable, prevailing legislation.
administrative processes, comprising the delivery of money or other objects of value, Any uncertainties concerning the interpretation or application of this Code of Ethics
regardless of the amount, in exchange for a guaranteed or streamlined process or should be made known to employees’ superiors or, where applicable, any other
action in any judicial body, public administration or official organisation anywhere in individuals or authorities designated by the FCC Group to promote awareness of its
the world. Code of Ethics and safeguard its integrity.
1 Source: http://www.fcc.es/fcc/corp/informe/rsc_codigo.etico_i.pdf

No one, irrespective of their position in the Group, is authorised to ask an employee to • Safeguard effective operation of the channels of communication available to FCC
violate the Code of Ethics. No employee may justify malpractice on the grounds that Group employees for reporting on matters relating to its Code of Ethics.
they were acting on the orders of a superior or lacked familiarity with the principles of
• Process the notifications received so that they may be appropriately resolved by
the Code.
the corresponding FCC Group units.
Infractions of the Code of Ethics could potentially jeopardise the stability of the FCC
• Further awareness of the Code of Ethics amongst Group employees and third
Group and compromise its reputation, and Group employees are therefore obliged to
parties outside the company.
report any breach or violation they may observe.
• Prepare regular reports on the Group’s level of compliance with its Code of
The FCC Group has provided its employees with different channels for reporting
Ethics, making the recommendations it considers necessary to improve its
possible breaches of the present Code of Ethics.
contents, facilitate its understanding or safeguard its integrity.
Reporting procedures
In addition to their own adherence to its principles, FCC Group employees have a duty
Employees may submit confidential notifications on matters relating to the Code of
to ensure global compliance with the company’s Code of Ethics.
Ethics, in good faith and without fear of reprisal, to the Secretary of the Monitoring
The Group has established channels of communication which allow its employees to Committee through the following channels:
submit, in good faith and without fear of reprisal, confidential notifications of
• A html page on the Group’s Intranet.
inappropriate conduct.
• By e-mail
General reporting procedure on matters relating to the Group ’s Code of Ethics
• By letter, addressed to a PO box.
The FCC Group has implemented a reporting procedure to allow all of its employees
to submit confidential notifications of those acts which they believe to constitute
inappropriate conduct or behaviour as defined by the company’s Code of Ethics.
All notifications received through these channels of communication will be treated
Employees may also make use of the procedure to submit queries or propose
confidentially.
improvements to the company’s existing systems regarding matters relevant to the
Code. Once the Monitoring Committee has seen and evaluated a notification it will determine
the following:
The procedure for reporting matters relating to the Group ’s Code of Ethics is
supervised by the Internal Code of Conduct Monitoring Committee, which is also a) The admissibility of the notification.
responsible for the application, interpretation and monitoring of compliance with the
b) Whether it should be forwarded to one of the channels described below (“specific
rules included in the company’s internal code of conduct.
procedure regarding potentially serious irregularities, especially those of a
With respect to the Code of Ethics of the FCC Group, the duties of the Monitoring financial or accounting nature”; “specific procedure for the prevention of
Committee are as follows:

workplace and sexual harassment”), if, due to its content, the committee
considers that this would be appropriate. In this event the employee who issued
the notification would be duly informed.
Once the admissibility of a notification has been determined, the Committee, after
following the necessary procedures, may:
a) adopt the corresponding solution.
b) submit the proposal to the head manager of the area involved, or, where
applicable, to the managing director of the Group.
Commitment to furthering awareness of the Code of Ethics and adherence to its

principles
The FCC Group will provide employees with the resources necessary to further
awareness of the principles of conduct which comprise the present Code of Ethics and
ensure that they are globally respected.
Commitment to preventing reprisals
The FCC Group has formally declared that it will not tolerate reprisals against those
individuals who make use of the procedures established for reporting irregular
conduct.

441. Delta Air Lines
Code of Ethics and Business Conduct for Employees 1 • do anything to induce someone else to violate these rules; or
• look the other way when there might be a violation.
Our Standards – Communities and the Public
International Bribery and Corruption

Our Standards – Customers and the Marketplace
The U.S. Foreign Corrupt Practices Act and similar foreign laws prohibit bribes to
foreign Government and other officials (such as political candidates, employees of Unfair Business Practices
Government-owned businesses and UN officials). A violation can be a serious criminal
offense for both the Company and the individual. Delta’s commitment to integrity. We do not, for example:
• The Act applies to the Company and its subsidiaries as well as their employees, • disparage or make false statements about our competitors or their services; or
agents and representatives worldwide. • use unfair practices against competitors, such as:
• The Act forbids offering or giving anything of value to a foreign official for the - stealing or misusing competitors' trade secrets,
purpose of obtaining or retaining business, or for any other improper purpose.
- cutting off their sources of supply, or
• The Act requires the Company to keep accurate books and records to ensure
payments are honestly described and not used for unlawful purposes. - paying bribes to help our business or to hurt a competitor.
Delta requires more – we prohibit bribes to anyone, anywhere in the world, for any Information About Competitors
reason. In today’s complex business environment, it makes sense to learn about our
To ensure your compliance with this law, remember that it is your responsibility to competitors and their services. Gathering publicly available information and using it in
avoid these prohibited actions. conducting our business is generally ethical and legal. Delta is committed to
competing fairly and avoiding even the appearance of improper agreements and
Never: understandings with competitors.
• make an unauthorized payment (cash or otherwise) to a foreign official; • We are free to gather information about competitors from public sources (for
• induce a foreign official to do something illegal; example, published articles, advertisements, brochures, the Internet and
customer conversations).
• establish an unrecorded fund for any purpose;
• We must never obtain information about another party through the use of
• issue a check or draft without accurate documentation; unlawful or unethical means (for example, misrepresentation, deception, theft,
• make a false entry in Company books; spying, bribery or unauthorized disclosures by a competitor’s employees or
consultants).
1 Source: http://images.delta.com.edgesuite.net/delta/pdfs/CodeofEthics_021004.pdf

Our Standards – Business Partners In exercising your judgment about other gifts, consider questions such as:
• Would the gift or entertainment be likely to influence the recipient’s objectivity?
Receiving gift and entertainment
• Does it serve a business purpose (for example, will business be discussed as
Business gifts and entertainment can build understanding and goodwill, but they can
part of the event in question)?
also make it harder to be objective about the person providing the gift or
entertainment. In short, they can create their own “conflicts of interest.” • What kind of precedent would it set for other employees?
Delta employees should not accept lavish gifts or entertainment. Employees are • How it would appear to other employees or people outside of Delta?
expected to exercise good judgment in evaluating whether particular gifts or
entertainment are appropriate. For example, an occasional meal with a business
partner, tickets to ordinary sports, theater or other cultural events or promotional items If you have any doubts about the appropriateness of a gift or entertainment, check
such as pens, calendars and coffee mugs are generally acceptable. with your HR representative.
Other types of gifts and entertainment give rise to such concerns, either in fact or in Department heads may adopt from time to time monetary limits on gifts and
appearance, that they are never permissible. As a Delta employee, you may never: entertainment or categories of pre-approved gifts and entertainment. You should ask
whether your department has adopted any such limits or categories.
law Supply Chain Management has additional rules regarding gifts and entertainment. If
you are an SCM employee or are involved in the selection or assessment of a
• Accept any gift of cash or cash equivalents (such as gift certificates, loans, stock
supplier, make sure you are familiar with these rules.
or stock options)
Offering Gifts or Entertainment
• Accept anything as a “quid pro quo,” or as part of an agreement to do anything in
return for the gift Just as we have strict rules for receiving gifts and entertainment, we must be careful in
how we offer them, too. Offering social amenities or business courtesies of a nominal
• Participate in any entertainment with a supplier that is unsavory, sexually oriented
value, such as modest gifts, meals and entertainment, is a common practice in the
or otherwise violates Delta’s commitment to mutual respect
commercial world meant to create goodwill and enhance business relationships.
• Accept any gift or entertainment that violates more restrictive standards set by
your own department (see below)
of nominal value with a non-Governmental individual or entity is appropriate unless the
• Participate in any activity that you know would cause the person giving the gift or recipient’s employer forbids the practice – any courtesy should always comply with the
entertainment to violate his or her own employer’s standards policies of the recipient’s organization. Government officials operate under strict legal
requirements which may prohibit their acceptance of gifts or entertainment of even
• Solicit a gift or contribution from a supplier
nominal value.

Some things are always off limits, and there are no exceptions. No offer, gift, It may seem easier to keep silent or look the other way, but integrity is never
entertainment or anything of value may be given if it is: something we can afford to “put on hold.”
• Illegal; Where to Go for Help
• In violation of the rules of the recipient’s organization;
Ethics and Compliance Information on DeltaNet
• A quid pro quo (offered for something in return); or
Delta’s intranet site provides information on specific compliance areas as well as links
• Not properly accounted for by Delta.
to other sites with related information. It also provides current contact information for
departments and individuals mentioned in the Code.
About the Delta Code of Ethics and Business Conduct What if I Need to Talk with Someone About an Issue in the Code?
Delta officers, managers and lawyers can provide guidance on the Company’s legal
Your Personal Responsibility to Do the Right Thing and ethical standards, but in most cases the best person to talk to is your own
manager or HR representative. However, you are free to seek help from whatever
It is part of your job to understand and follow the principles and standards of our
internal source you feel most comfortable with. The most important thing is that you
Code. The Code represents our collective commitment to doing what is right.
ask the question or raise the concern.
Members of the Delta team that fail to follow the Code put themselves, their co-
workers and the Company at risk. They are also subject to disciplinary action, up to If you ever feel uncomfortable about raising an issue directly with HR or Company
and including termination. management, Delta has created an additional resource that can help: the Delta Ethics
and Compliance HelpLine.
Concerns about Officers or Board Members
The Importance of Speaking Up If you have a concern about an ethics or business conduct issue involving actions of
any member of the Board of Directors or any officer, including our Chairman, Chief
Achieving our high standards of ethical and legal conduct is impossible if we do not
Executive Officer, Chief Financial Officer or Controller, you should consult our General
speak up when we should. That’s why, in addition to knowing the legal and ethical
Counsel or call the Delta Ethics and Compliance HelpLine.
responsibilities that apply to your job, you are also responsible for speaking up if:
The Delta Ethics and Compliance HelpLine
• You are ever unsure about the proper course of action and need advice.
The Delta Ethics and Compliance HelpLine operates 24 hours a day/seven days a
• You believe that another Delta person has done, may be doing, or may be about
week. Its sole purpose is to receive questions and concerns about legal compliance,
to do something that violates the law or Delta’s standards of business conduct.
ethics and the Delta standards of conduct described in this Code. Calls to the Ethics
and Compliance HelpLine are answered by The Network, an independent company
that helps businesses respond to concerns about unethical and illegal acts. If you
wish, your call to the Ethics and Compliance HelpLine can be made anonymously.

The Network has procedures to allow this. Confidentiality will be maintained to the the CEO and the Audit Committee of the Board of Directors. The General Counsel has
extent consistent with Delta’s obligations under law. been designated by the Board of Directors as the Company’s chief ethics and
compliance officer.
Calls to the Ethics and Compliance HelpLine Receive a Prompt Response
The Ethics and Compliance Committee oversees Delta’s Ethics and Compliance
The Delta Ethics and Compliance HelpLine makes every effort to give your call a
Program. This responsibility includes:
quick response, especially when circumstances make that importan t. If an
investigation is necessary, we will look into the issue promptly and, if appropriate, • Monitoring the Company’s overall compliance performance;
ensure that corrective action is taken, including involving the Audit Committee of the
• Assigning roles and responsibilities for the program;
Board of Directors to consider complaints of an accounting, auditing or financial
reporting nature. • Monitoring compliance training and communications;
The Ethics and Compliance HelpLine assigns tracking numbers so that employees • Overseeing internal investigation processes;
who do not want to give their names still can check back with the HelpLine to receive
• Reviewing disciplinary procedures for Code violations; and
a response or provide additional information.
• Monitoring the operation of the Ethics and Compliance HelpLine.
Retaliation Will Not Be Tolerated
An employee who, in good faith, seeks advice, raises a concern or reports misconduct
is following a requirement of this Code – and doing the right thing. Retaliation against
such a person will not be tolerated. Delta will take appropriate disciplinary action, up to
and including termination, against individuals engaging in any retaliatory conduct. If
you suspect that you or someone you know has been retaliated against for reporting
possible misconduct, you should contact the Ethics and Compliance HelpLine
immediately.
The Delta Ethics and Compliance Program
The Ethics and Compliance Committee

The Delta Code of Ethics and Business Conduct is more than just a description of our
standards. It is the centerpiece of a Company-wide compliance program supported by
our Board of Directors and senior officers.
Administration of the compliance program is provided by a high-level committee that
includes the General Counsel and two Executive Officers. The Committee reports to

442. Swiss Life
Code of Compliance of the Swiss Life Group 1 Continuous monitoring and background clarification
Customer requests must always be checked for plausibility. Any business or
Maintaining integrity and trustworthiness
transactions whose economic background is not clear must be investigated and
detailed clarification sought.
Acceptance of benefits, invitations or other gifts of monetary value
Reporting
Accepting benefits, invitations or other gifts of monetary value for oneself or a related
party could constitute bribery and is therefore not permitted. This ban does not include If there are definite grounds for suspicion or if a customer relationship appears
the usual type of business gifts of low commercial value. If there should be any doubt dubious, the Anti-Money Laundering Officer or Anti-Money Laundering Specialist Unit
as to whether a particular gift or benefit is allowed, the employee's supervisor should should be consulted immediately. The relevant persons are listed on the LifeNet under
be informed without delay. Gifts and benefits worth CHF 1’000 or more must be “Group Compliance & Regulatory Affairs“.
referred to the appropriate member of the Corporate Executive Board. Directives and training
Bribery The exact details are set forth in the relevant directives. Training on the subject of
Employees of Swiss Life must never attempt to entice a colleague or third party – combating money laundering will generally be conducted by the Anti-Money
particularly those working for an external auditor or public authority – to neglect their Laundering Specialist Unit using a standardised training program.
professional or official duty through the offer or promise of money, gifts or other Reporting investigations or legal proceedings
advantages.
The Group Compliance Officer is to be notified of all cases in which an employee is
Prevention of money laundering and financing of terrorism threatened with civil, administrative or criminal proceedings or in which such
Money laundering refers to using the resources of the financial markets to conceal the proceedings have been instigated (in connection with the employee's professional
origins of assets derived from criminal activities, as well as introducing these assets activities).
surreptitiously into legitimate business activities. Money laundering can even occur
within the insurance and pensions business. For example, proceeds from drug Duty to inform supervisors and implementation of these rules
trafficking can be invested in an insurance policy. When that policy is cashed in a
short time later, the proceeds are paid out again in "laundered" money. Employees Identifying and reporting misconduct
must therefore comply at all times with the special due diligence requirements and Employees who witness material misconduct or damage accruing to Swiss Life must
preventive measures to combat money laundering and the financing of terrorism. In notify their supervisor immediately.
particular, the following points must be stringently adhered to:
Reports of this kind are an obligation arising from the employment relationship, since
Identifying the customer they are in the interests of the company. The reporting employee can therefore rely on
On entering into a business relationship, the customer's identity should be established the fact that no personal or financial disadvantages of any kind will arise as a result of
beyond doubt and a record kept of the information used as verification. this action, unless the report was clearly not submitted in good faith or was even made
wrongfully.
1Source: http://www.swisslife.com/etc/slml/slcom/obedl/1/600/621.File.dat/code_of_compliance_e.pdf

If the employee in question would prefer to report to a neutral person on a confidential

basis, he can turn to the Group Compliance Officer.
Reporting investigations or legal proceedings
The Group Compliance Officer is to be notified of all cases in which an employee is
threatened with civil, administrative or criminal proceedings or in which such
proceedings have been instigated (in connection with the employee's professional
activities).
Sanctions
All Swiss Life employees must diligently read this Code and are required to comply
with its rules in the context of the employment relationship. Any violation of these rules
of conduct will result in sanctions being imposed, which can range from disciplinary
action to summary dismissal. Swiss Life reserves the right to notify the criminal
prosecution authorities.

444. Exelon
Corporate Responsibility 1 EXELON CORPORATION CODE OF BUSINESS CONDUCT²

Ethics CONFLICTS OF INTEREST
The Chairman and CEO of Exelon sets the tone of integrity at the top. As he has
communicated to stakeholders, "Our Vision is to become the very best electric and Gifts and Gratuities
gas company in the United States. To realize our Vision, we must commit ourselves
To maintain unquestioned integrity in our business relationships, we must avoid being
not only to safety, accountability, and continuous improvement, but to the highest
placed in an embarrassing position that might make it difficult to carry out our duties
ethical standards."
impartially.
Exelon relies on its employees and contractors to protect the core values of integrity
Main Obligations
and respect from anyone who would disregard them. The Company recognizes that
its business operations involve services that are central to citizens in their every day • Employees, including members of their immediate families, may neither offer or
lives and necessary for businesses to function productively in the nation’s economy. give to, nor request or accept from a customer or any entity with which the
As a result, Exelon embraces review by government officials at the local, county, state Company does business, or is likely to do business a thing of value such as cash,
and federal levels because it expects to operate its businesses in compliance with the bonuses, fees, commissions, gifts, gratuities, favors, loans, private or personal
law. discounts (“Gifts”)
Likewise, individuals and institutions have invested billions of dollars in the corporation • Understand that mementos, advertising novelties and souvenirs of a modest
with the expectation that Exelon will honestly and productively use this capital to value customarily associated with legitimate business relationships, or other
profitably operate the Company and increase shareholder value. Therefore, in order gratuities or things of similar value are not considered Gifts and are excluded
to earn and maintain the trust of customers, shareholders, fellow employees, from these restrictions
government officials, and the diverse communities that Exelon serves, the Company
• Understand that modest value is not subject to precise definition for all
recognizes that its directors, employees and contractors are obliged to uphold the
circumstances. In general, if it would appear questionable if printed in a
highest ethical standards in what they say and what they do. That is the essence of
newspaper article, it should not be provided or accepted
integrity at Exelon.
• Understand that business entertaining is permitted as described under the
If you want to report an anonymous and confidential ethics concern to Exelon, please
heading “Business Entertainment”
call 1 -800-23-ETHIC (1-800-233-8442).
• If you receive a Gift of more than modest value you should return it with an
Exelon employees can visit the Employee Ethics Web Site.
explanation regarding Exelon’s policy and notify your manager or the Ethics and
Compliance Office
• Where it is customary and lawful in some foreign countries for business
executives doing business with each other to give or exchange Gifts, respect
these customs when appropriate, but only in accordance with U.S. and local laws
1 Source: http://www.exeloncorp.com/corpresponsibility/ethics/
²Source: http://media.corporate -ir.net/media_files/irol/12/124298/corpgov/exc_codebusconduct_061013.pdf

If you are unsure whether you may give or accept a Gift, call the Ethics and GOVERNMENT RELATIONS
Compliance Office at 1 -866-222-5315 or the Ethics Help Line at 1-800-23-ETHIC.
Government Business
Business Entertainment
Exelon is committed to conducting its business with governmental agencies and
Business entertainment (e.g., meals and attendance at sporting or theater events) or
officials consistent with the highest ethical standards and in compliance with
invitations to business events is a common practice meant to promote good will and
applicable laws, regulations and rules. Exelon is also committed to cooperating with
establish trust in business relationships. Such exchanges are acceptable if they are
governmental enforcement investigators and law enforcement officials. Employees are
infrequent and of modest value.
free to speak to law enforcement officials in any matter, but are urged to contact the
Main Obligations Legal Department whenever they are contacted by such officials regarding matters
pertaining to Exelon business.
• Do not accept any business courtesy that might be perceived as a bribe or payoff
Main Obligations
• Decline any offers of lavish meals, entertainment or business events
• Cooperate with governmental agencies and officials in a straightforward manner
• As a measure of whether a particular meal, entertainment or business event is
and exercise the utmost integrity at all times in conducting business with such
lavish, employees may only accept offers or invitations if the associated
agencies and officials
expenses would be reimbursed by Exelon as a reasonable business expense, if
not paid for by the third party • Provide forthright, responsive and timely disclosure of information in connection
with the conduct of regulatory proceedings or in connection with responding to
• Avoid the offer or acceptance of frequent meals and entertainment from a
regulatory reporting requirements
continuing business Supplier
• Ensure that all responses to reasonable requests or inquiries from governmental
• Employees may provide third parties with meals, entertainment, refreshments,
agencies are accurate, complete and timely
transportation, lodging or incidental hospitality. Such expenditures, however,
must have a valid business purpose, be modest, and be done within the • Act professionally and with honesty and integrity when appearing before or
framework of sound business judgment interacting with government agencies
• Some areas of the Company, such as the Supply organization, may choose to • Do not interfere with or prevent any other employee or person from providing
implement stricter standards than the ones stated here accurate information to any government official or agency
• Understand and comply with the ethics codes applicable to the passing of
benefits to state and federal legislators, their staff and officers or the staff of the
executive branch and do not place such representatives in any conflict of interest,
either actual or perceived
• Report, in accordance with law, any benefits passed to federal and state officials

Things to Watch Out For CODE OF CONDUCT PROCESSES AND RESOURCES

• Giving anything of value to any governmental official
Certification of Compliance
• Passing, on behalf of the Company, any benefit, including entertainment, food
Directors and non-represented employees and, in certain instances, independent
and beverage, travel and lodging, honoraria, loans, gifts or other things of value,
contractors must complete each year a certification of compliance questionnaire. A
to a state or federal legislator or executive branch official without obtaining the
completed certification questionnaire is a condition of employment for all
prior approval of Government Affairs, External Affairs or the Legal Department
nonrepresented employees. Directors will certify compliance with the Code in
• Incorrect or unauthorized cost-charging on government contracts connection with the completion of their annual questionnaire.
• Failing to respond in a timely manner to information requests from governmental Independent contractors required to complete the questionnaire are those who have
officials access to Confidential Information, as defined in the Code, or those engaged in
contract administration activities for Exelon such as verification of services and review
and approval of invoices. The certification questionnaire is an acknowledgement of
LEGAL AND REGULATORY COMPLIANCE understanding and a self-assessment of Code compliance.
The certification questionnaire is administered on a confidential basis by the Ethics
Foreign Corrupt Practices Act and Compliance Office. Exceptions that identify suspected violations of the law or this
Code will be managed in accordance with the provisions stated below in “Reporting
The Foreign Corrupt Practices Act (“FCPA”) has two main provisions. The anti-bribery
and Investigating Violations.”
provision makes it a crime to promise or give anything of value to foreign
governmental or political officials or their agents to obtain or retain business, obtain Reporting and Investigating Violations
any improper advantage or otherwise influence their judgment in the performance of
Exelon's success in achieving legal and ethical compliance depends on each
official duties.
employee not only conducting his or her responsibilities in accordance with the law
The FCPA also requires that publicly held companies, like Exelon, maintain accurate and the Code, but also by reporting matters that raise compliance or ethics issues.
books, records and accounts and devise a system of internal accounting controls
Employees must report potential violations of the law or the Code by using one of the
sufficient to provide reasonable assurance that, among other things, the Company's
resources described in this section. Employees may be disciplined up to and including
books and records fairly and accurately reflect business activities and transactions. It
discharge for the failure to report a Code violation where they have a reasonable basis
is Exelon policy to present financial statements fairly and accurately and in
to know that a violation is occurring or has occurred. Employees who knowingly
accordance with generally accepted accounting principles.
submit false reports will be subject to disciplinary action. If an employee self-
reportswrongdoing, it will be a factor considered by management in connection with
any discipline imposed for a violation of the law or the Code.

All reports alleging violations of the law or the Code will be treated confidentially to the Human Resources, Legal, Corporate Security, Internal Audit and Environment, Health
extent possible under the circumstances. A prompt, thorough and independent and Safety.
investigation will be conducted of reported concerns. Employees are required to
Exelon employees may also contact the Exelon Help Line at 1-800 -23-ETHIC, which
cooperate in any investigation of a compliance or ethics concern. Reported concerns
is further described below.
regarding accounting, internal accounting controls or auditing matters will be reported
to the Audit Committee of Exelon’s Board of Directors. Ethics and Compliance Help Line/Compliance Reporting Website
If an investigation discloses the need for corrective action, Exelon will implement If employees are uncomfortable talking to someone at their location or at the
appropriate corrective action to prevent recurrence. Company regarding Code guidance or a concern, they may call the Exelon Help Line
at 1-800-23-ETHIC. The Help Line is dedicated solely to answering questions
The Ethics and Compliance Office
concerning the Code and for reporting compliance or ethics concerns related to
Because compliance and high standards of ethical behavior are important to the suspected violations of the law or the Code. Caller ID is not used and no attempt is
Company, employees must have access to additional guidance from a knowledgeable made to identify the caller.
person when circumstances require. Exelon is committed to providing employees with
Anonymous callers who wish to follow up on their call will be assigned a confidential
the resources necessary to help them understand the Code, resolve compliance and
case number and will be advised if additional information is required before an
ethics questions and report any compliance or ethics concerns. In this regard, Exelon
effective investigation can occur.
employees have several options.
All calls to the Help Line are answered by an independent third-party contractor that
Managers and supervisors are an initial source of guidance for employees and an
maintains the service. The service is multilingual and is available 24 hours a day,
appropriate channel for questions or reporting compliance or ethics concerns. Each
seven days a week, 365 days a year. Once the call is complete, a report of the call is
employee is encouraged to contact his or her manager or supervis or to discuss issues
forwarded to the Ethics and Compliance Office for review and appropriate follow-up
of interpretation or to report concerns with respect to compliance with the law or the
action, as described under the heading “Reporting and Investigating Violations.”
Code.
The contractor managing the Help Line may monitor calls for quality assurance
The Ethics and Compliance Office is another avenue for seeking guidance on Code
purposes. Any quality assurance recordings will not be made available to the
interpretation or reporting concerns. The office reports to the Corporate Secretary and
Company. The Help Line will communicate with employees about their specific issue
its staff includes an Associate General Counsel accountable for administering the
or concern, but will not provide confidential information about the investigation to any
ethics and compliance program. The Ethics and Compliance staff may be reached by
employee. The Help Line will coordinate all communications with and from employees
phone, e-mail, regular mail, or in person. Contacts may be made anonymously. All
with Exelon's Ethics and Compliance Office.
contacts will be treated confidentially to the fullest extent possible. Reports to the
Ethics and Compliance Office will be handled promptly, thoroughly, fairly, and Employees may also access the Report an Ethics Concern web link to request a Code
discreetly. interpretation or report a concern. The Report an Ethics Concern link can be accessed
through the Exelon intranet website by selecting the link “Report an Ethics Concern”
Other avenues for guidance and reporting concerns in their respe ctive areas are:
or by entering: www.compliance-helpline.com.

The Help Line and the Report an Ethics Concern web link are valuable resources and When it comes to any of these issues, silence doesn't help. It hurts. Select from below
are made available to employees to request advice or report compliance or ethics to submit a report, follow up on a report that has already been submitted or read our
concerns related to the Code. Employees are encouraged to use them. Code of Business Conduct. Be assured that you will not be retaliated against or
punished in any way for reporting your concerns in good faith.
Exelon Corporation Workplace Alert Program 1

Code of Business Conduct Reporting Process
Welcome to the Exelon Code of Business Conduct reporting site where you can report
any ethics or legal concern confidentially or anonymously.
We rely on our employees to protect Exelon's values of integrity and respect from
anyone who would disregard them. That is why your voice is so important in our
company, as we strive to earn and maintain the trust of our customers, shareholders,
fellow employees, government officials, competitors and the communities we serve.
We rely on you to help us by speaking up whenever any situation threatens our values
and our reputation. When you do, you provide us with the information necessary to
resolve the situation. Such situations may involve:
• Ethics and compliance issues, such as financial reporting, insider trading, fraud,
regulatory requirements or conflicts of interest
• Employee relations and human resources, such as harassment, discrimination,
scheduling time abuse or retaliation
• Loss prevention and asset protection, such as threats and violence, alcohol/drug
abuse, workers' compensation fraud or internal theft
• Environmental health and safety, such as OSHA violations, hazardous waste
disposal or product tampering
• Misuse of corporate assets or information, such as confidential, personal or
customer information
1 Source: https://www.compliance-helpline.com/welcomeExelon.jsp

445. Migros
Annual Report 2007 1 the part of the legislator, supervisory authorities and other organisations and shall
ensure that instructions are changed in line with regulatory changes and are also
Human Resources complied with. A special IT application is used for monitoring and complying with
money laundering regulations. The application identifies unusual inflows and outflows
Pioneering conditions of employment for management of assets as well as deviations from customer’s transaction patterns and forwards
these to the responsible persons for processing. Responsibilities and measures for
The new conditions of employment for management (KAB) have set key points of complying with the Obligation of Due Diligence of Banks (VSB) have been clearly
focus in terms of personnel and corporate policy, and adopted ne w methods for age- defined. The implementation is continuously monitored by the Legal Services &
appropriate personnel management. All of the new advances in the Migros L-GAV Compliance department.
have been incorporated into the KAB. Extending family policy benefits to the KAB,
especially with regard to pregnancy, paternity and parental leave, should increase the In order to prevent legal risks in transactions with customers and business partners,
compatibility of career and family, so that there will be a more representative standardised contractual documents are used, where possible. The preventative tasks
proportion of women in managerial positions. In terms of corporate policy, the new of the Legal Services & Compliance department therefore also include the legal
KAB assume the function of applying targeted measures and tools to prevent and assessment of new products and contracts.
combat any form of corruption. They therefore form an indispensable element of The Legal Services & Compliance department is also responsible for recording,
Compliance Risk Management. Migros is thereby concretising the broader obligations processing and monitoring all pending legal cases. Where necessary, specialists of
that it has voluntarily assumed under the terms of the BSCI Code of Conduct and the the Legal Services of the Federation of Migros Cooperatives or external legal advisors
UN Global Compact on anti-corruption. It includes a provision whereby managerial are consulted.
staff and employees within Migros who report irregularities and/or corrupt practices
(whistle blowing) are effectively protected against discrimination and acts of revenge. The Legal Services and Compliance department submits a quarterly extensive report
about pending or impending legal disputes and any regulatory infringements to the
Report on the financial situation Risk Council. Where it is deemed necessary, respective provisions are made for such
legal cases.
Management of legal and compliance risks
Legal and compliance risks refer to risks resulting from the legal and regulatory
business environment. Predominantly these are liability and default risks, regulatory
risks and behavioural risks. The department Legal Services & Compliance, reporting
directly to the Chief Risk Officer, is responsible for managing the risks.
Compliance risks are legal, reputation and loss risks resulting from an infringement of
legal standards and ethics. The Compliance Officer ensures that the business
activities comply with applicable regulations and the due diligence of a financial
intermediary. He is responsible for checking the requirements and developments on
1Source: http://www.migros.ch/DE/Ueber_die_Migros/Das_Unternehmen/Zahlen_fakten/Geschaeftsberichte/Bestellung/Documents/MGB07_WEB_Geschae ftsb_kombi_e.pdf

L-GAV 2007–20101
Landes-Gesamtarbeitsvertrag für die Migros-Gruppe
Allgemeine Rechte und Pflichten der Mitarbeiterinnen und Mitarbeiter

Annahmeverbot für Geschenke und Vergünstigungen
Die Mitarbeiterinnen und Mitarbeiter verpflichten sich, weder sich noch Dritten direkt
oder indirekt Vorteile zu verschaffen, indem sie von Lieferanten oder andern
Personen, die mit dem Unternehmen in geschäftlicher Beziehung stehen, Geschenke
oder Vergünstigungen entgegennehmen, soweit diese über blosse Aufmerksamkeiten
hinausgehen.
1 Source: http://www.migros.ch/DE/Stellen/Die_Arbeitgeberin_Migros/Daten_Fakten_Wissen/Documents/LGAV_07_10_deutsch.pdf

446. Royal Mail Holdings
Social Responsibility Summary Report 2006-20071 Report and Accounts Year ended 30 March 2008²
Communication on progress Operating and Financial Review
Principle 10 – Businesses should work against all forms of corruption, including The Group is subject to regulatory restrictions on our operations and the risk of
penalties for non-compliance
extortion and bribery.
Royal Mail’s postal operator’s Licence contains material restrictions on the operation
We have a Group-wide Code of Business Standards that details the standards of the business. These include:
we expect from all our people. Included within the scope of this code are bribery, • Obligations over the delivery and collection of mail;
extortion and conflicts of interest issues. In addition, we expect our suppliers to
• Restrictions over the freedom to set prices; and
comply with ILO standards covering these areas.
• Obligations to give competitors access to our network.
We are one of the few large companies using its own resources to investigate and
prosecute crime. We are also implementing a vendor declaration process which will
encourage companies to declare their adherence to the Public Contracts Regulations
If Royal Mail breaches certain postal operator's Licence conditions or other regulatory
2006 dealing with criminal activity and corruption. We conduct all investigations in line
requirements it may be subject to financial penalties. In addition to our postal
with human rights policing practices.
operator’s Licence the Group is also subject to oversight by other regulators. This
We have a zero-tolerance approach to dishonesty and an absolute commitment to the affects Post Office Limited which has to satisfy the FSA's requirements as an
security of the mail. appointed representative of The Governor and Company of the Bank of Ireland who
are regulated by the FSA in respect of investment, mortgage and insurance
intermediation activity in the UK. It is also subject to antimony laundering regulations
issued under the Proceeds of Crime Act 2002 and enforced by HM Revenue and
Customs. Post Office Limited is also licensed as a telephone service provider by
Ofcom, who require service providers to issue and adhere to Codes of Practice.
1 Source: ftp://ftp.royalmail.com/Downloads/public/ctf/rmg/csr_report.pdf
²Source: ftp://ftp.royalmail.com/Downloads/public/ctf/rmg/2007-08Group_Accounts_19-05-08Final.pdf

448. Telstra
Code of Conduct 1 Gifts and prizes means anything of value including direct payment (eg. money) and
payments in kind (eg. discounts, loans, favourable terms on any product or service,
How to use this document shares or other securities, vouchers and gift certificates). Hospitality includes meals,
travel and invitations to sporting or concert events.
Consequences of breaching the Code As a general rule, you must not give or accept a gift, prize or hospitality in
Telstra takes its commitment to the Telstra Values and this code very seriously. circumstances that could be reasonably regarded as:
You should understand that any breach of this code may lead to you being disciplined • compromising your judgment
in accordance with Telstra’s Performance Improvement and Conduct Management • unduly influencing the recipient or creating a business obligation on the part of
process, which may mean dismissal. In addition, if you break the law you may also be the recipient
personally liable for your action.
• giving rise to a conflict of interest
Guidelines for expected behaviour
• damaging to relationships with others
Bribes, payoffs or kick-backs • indicating favouritism or prejudice towards a particular person or group of people.
You must not offer, make, authorise, request or accept payment of money or anything
of value, directly or indirectly, to: Telstra Policy, legal requirements, the monetary value of a gift and local custom
• illegally influence the judgement or conduct or ensure a desired outcome from a should all be considered when deciding whether you should accept a gift, hand it to
customer, supplier or competitor the company or return it. If you decide it should be handed to the company, the gift
should be made available to all employees in the work group. For gifts other than
• influence a decision of, or gain a benefit from, any government official, political token items seek the approval of the relevant manager.
party or candidate for political office
On some occasions, Telstra staff may be invited to attend sporting or other
• gain an improper advantage. entertainment events. Sometimes this may warrant the attendance of the guest’s
partner. Telstra staff should not accept any travel or accommodation benefits
connected with this hospitality. If attendance at the event is considered to be of
Gifts, prizes and hospitality sufficient business value to Telstra, the relevant Group Managing Director may
The giving and receiving of gifts and prizes or the provision and acceptance of authorise attendance at the event and Telstra will pay for any necessary travel and
hospitality are part of normal business practice. However, gifts, prizes and hospitality accommodation expenses.
can also make it difficult to be objective about the person or organisation providing If in any doubt about a gift, prize or hospitality offer, discuss the matter with your 1-up
them. manager, the Ethics Committee or the Office of the Company Secretary.
1 Source: http://www.telstra.com.au/abouttelstra/investor/docs/pers_responsibility.pdf

Telstra conducts business in countries with many different laws, customs and The Whistleblowing process provides protection for people who make a report as well
business practices. You are required to abide by the laws of host countries and must as a right of reply for anyone who may be named or affected by a complaint. For more
not engage in corrupt business practices. information about the whistleblowing process go to:
Where to Seek Help • http://www.in.telstra.com.au/ism/corporatecompliance/breachesofthelaw.asp
You may experience behaviour that you think does not comply with this code.
Depending on the behaviour you want to complain about, the appropriate action may
include:
• talking about it with any other employees involved, with the aim of resolving it The way we work – Telstra Business Principles 1
• discussing the matter with your Supervisor or Manager with the aim of resolving it Employment and Work Practices
• seeking advice or assistance from your HR Manager.
Bribes, Pay-Offs and Kick-Backs
You must be honest in all your dealings with others. You must not make or accept
In addition, specific processes have been established within Telstra to address bribes, pay-offs or kick-backs.
employee concerns where the informal avenues outlined above are unsuccessful or
inappropriate. These include: Bribes, pay-offs and kick-backs occur when a person offers, makes, authorises,
requests or accepts payment of money or anything of value, either directly or
• commencing an Internal Resolution Review of a decision or action that affects indirectly, to:
your employment
• influence the judgement or conduct of a customer, supplier or competitor
• making an internal EEO complaint via the EEO Complaint Resolution process
• ensure a desired outcome from a customer, supplier or competitor
• appealing your selection for redundancy under the applicable Redundancy
Appeal Process. • influence a decision of, or gain a benefit from, any government official,
government agency, political party or candidate for political office
• gain an improper advantage.
You can find more information on these processes at:
• http://www.in.telstra.com.au/ism/issueresolution/index.asp
Telstra conducts business in countries with many different laws, customs and
business practices. You must abide by the laws of host countries and must not
To report concerns about illegal, unethical or improper business behaviour via an engage in corrupt business practices.
independent third party service you can use the Whistleblowing process.
1 Source: http://www.telstra.com.au/abouttelstra/corp/docs/Telstra-Business-Principles.pdf

Conflicts of Interest and Outside Activities Whistleblowing

You are encouraged to take action if you are concerned about any unethical, illegal or
Gifts, Prizes and Hospitality
improper behaviour within Telstra. Such behaviour can occur at an individual level or
Giving and receiving gifts, prizes or hospitality can be an acceptable business may involve the actions of several people or a business group.
practice. However, it can be difficult to be objective about the person providing them.
Examples of unethical, illegal or improper behaviour might be:
You must ensure that neither you nor Telstra are in any way compromised by a gift,
• taking bribes in return for business favours
prize or hospitality. Equally, you must ensure there is no suggestion of an improper
connection between the gift, prize or hospitality and a business opportunity or • the unauthorised distribution or sale of customers’ private details
transaction.
• theft
‘ Gifts’ and ‘prizes’ means anything of value – including direct payment (eg. money)
• fraud
and payments in kind (eg. discounts, loans, favourable terms on any product or
service, shares or other securities, vouchers and gift certificates.) Hospitality includes • improper use of email, intranet or Internet services
meals, travel and invitations to sporting or entertainment event s.
• price fixing or financial misreporting
Company Policy, legal requirements, the monetary value of the gift and local custom
• other breaches of the TBP’s or Company Policies
should all be considered when deciding whether you should accept the gift, forward it
to the Office of the Company Secretary, or return it.
As a general rule, do not give or accept a gift, prize or hospitality in circumstances that In the first instance, you should raise any concerns you might have with your 1-up
could be reasonably regarded as: manager, 2-up manager or the person concerned. If you prefer not to do this, or if you
wish to raise an issue anonymously, you may disclose your concerns through the
• compromising your judgement
Whistleblowing service. The Whistleblowing service is confidential and is part of a
• unduly influencing the recipient or creating a business obligation on their part suite of services designed to address staff concerns and complaints.
• giving rise to a conflict of interest Seeking Assistance, Questions or Concerns
• damaging to relationships with others The way we work – Telstra Business Principles will not address every situation you
encounter during the course of your work. In such circumstances, use your common
• indicating favouritism or prejudice towards a particular person or group
sense and good judgement, review the additional resources referred to in this
• conflicting with any of the Telstra Business Principles. document, and consult with your co-workers, managers or supervisors, legal counsel
or HR contacts.
If you have any questions or concerns about any of the TBPs or any doubt about
whether your actions, or those of a fellow employee or contractor, comply with a

Telstra Business Principle, Company Policy or Telstra Business Process, you should Corporate Governance 1
discuss this with your 1-up manager.
Telstra Values, Telstra Business Principles, Code of Conduct and other
If you are unable to or do not wish to do this, you can alternatively contact any of the
following: Company Policies
• your 2-up manager
Whistleblowers' policy and services
• the HR or legal representative for your Business Unit
Telstra has a whistleblower policy and a confidential whistleblower service in place
• the owner of the Telstra Business Principle which provides our staff with an avenue to raise concerns they might have with
• the Office of the Company Secretary behaviour that is potentially illegal, improper or unethical. The whistleblowing process
http://www.in.telstra.com.au/ism/companysecretary/index.asp is supported by an independent service provider who specialises in receiving sensitive
reports or disclosures. All reports or disclosures are treated as confidential and reports
can be made anonymously. Reports are referred to the Ethics Committee which is
If you are uncomfortable about approaching any of the contacts listed above, or wish made up of senior managers and oversees the investigation of these matters and the
to raise an issue anonymously, you can contact Telstra’ s Whistleblowing service at: implementation of any recommendations considered appropriate. In addition to
generally supporting Telstra's ethical foundations, the Ethics Committee Charter
• http://www.in.telstra.com.au/ism/corporatecompliance/breachesofthelaw.asp confirms that part of its role is to oversee the whistleblowing policy and process.
The Ethics Committee's Charter was reviewed by the Audit Committee during the
The Whistleblowing service is operated by an independent external provider. 2007 financial year. The Audit Committee oversees the Whistleblowing program,
receives regular reports from the Ethics Committee, and provides an escalation
You will not be disciplined for reporting, in good faith, a possible breach of a Telstra channel for the Ethics Committee where required. The whistleblowing policy reflects
Business Principle, Company Policy, Telstra Business Process, law or regulation. Any the Telstra Values of Accountability, Integrity and Leadership, supports our Code of
Telstra employee who engages in retribution against you will be subject to disciplinary Conduct and complements existing management structures and functions.
action.
1 Source: http://www.telstra.com.au/abouttelstra/corp/governance/values.cfm

449. Kingfisher
Corporate Responsibility Summery Report 2007/08 1 Code of Conduct²
Governance and Ethics Introduction

[…] Any breach of this Code could have serious consequences for the Group and may
Code of Conduct for Ethical Business Practice result in disciplinary action.
Kingfisher ’s Code of Conduct sets out minimum standards for ethical business Relationships
practice and applies to all employees/contractors across the Group. It is reviewed on a
regular basis and a number of revisions were made in 2007 – these provide further Supplier relationships
clarification on ethical business conduct, including supplier relationships and
procedures to prevent bribery and corruption. A series of workshops have been run for We will comply with the laws of all the countries where we do business.
senior management across Kingfisher operating companies to raise awareness of the
Group companies deal with a wide range of suppliers of goods and services. They
revised Code. Non-compliance with the Code can result in disciplinary action for
include professional advisers and consultants. All suppliers are an important resource
employees or termination of contract for vendors and contractors.
and should be treated with respect at all times. Procurement decisions should be
During 2007, a review of the Group policies, which are outlined in the Code, was also made on the basis of quality, service, price, delivery, best value and other similar
carried out. As Kingfisher businesses increasingly use CR messag es in their customer factors. You should observe legal and ethical standards in all your dealings with
communications, it is important that any claims are clear, accurate and informative. suppliers. Any corrupt or improper behaviour in dealings with suppliers is prohibited.
Kingfisher therefore plans to develop standards on responsible marketing in 2008.
We are committed to sourcing products responsibly and engaging with suppliers and
In line with EU and UK corporate governance best practice, it is Group policy not to workers to work towards continuous improvement in factory and worksite standards.
make donations directly to political parties or politicians. This is clearly set out in the Suppliers are required to give Group companies full visibility of joint supply chains and
Code of Conduct. ensure that factories and worksites satisfy our standards with regards to labour and
welfare conditions, healthand safety and environmental management or give a
commitment to achieve these standards within an agreed time-frame. These
standards are defined in the Kingfisher Code of Conduct for Factory Working
Conditions and include the minimum entry standard for all suppliers.
Special payments and business hospitality
We will never engage in bribery or corrupt practices. We will abide by the Foreign
Corrupt Practices Act (‘FCPA’) and the OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions (‘OECD Convention’).
Any consultants or agents who are retained to act on behalf of a Group company must
also agree to abide by the FCPA/OECD Convention and should not be engaged
1 Source: http://www.kingfisher.co.uk/managed_content/files/reports/cr_report_2008/files/cr_report_08.pdf
²Source: http://www.kingfisher.com/managed_content/files/sr_pdf/codeofconduct_business_2007.pdf

without a formal written agreement that has been approved by the Company
Secretary or equivalent legal officer.
Only legitimate payments may be made by Group companies and these must be
properly recorded in the accounts. The Group does not encourage the practice of
giving or receiving gifts, even if they are only of a nominal value.
The acceptance or giving of gifts may be approved only if it is customary, reasonable
and ethical to do so, is not intended to gain unfair business advantage, does not
violate any law, and is properly accounted for.
Gifts should never be capable of being seen as an improper inducement. They should
not be solicited and employees should avoid a pattern of accepting frequent gifts or
hospitality from the same persons or companies.
Before accepting any level of hospitality beyond lunch or dinner, the express approval
of a Director should be obtained. He or she will need to ensure that the hospitality is
for the benefit of the Group business.
A central record will be kept by each Group company of any authorised gift or
hospitality received on its behalf by its employees. The recipient is responsible for
ensuring that the gift or hospitality has been correctly disclosed on this record. The
Managing Director of each Group company shall determine whether such gifts may be
retained or disposed of.
Supplier funded trips are prohibited. Suppliers should not pay, or be expected to pay
for any employee travel, accommodation and subsistence.
In the course of store development and other business activities, Group companies
may assign funding to external agencies/organisations for local infrastructure
improvements where there is a clear and transparent benefit to a local community.
Payments to individuals for such purposes are not permitted.
In line with EU law and UK corporate governance best practice, it is Group policy not
to make donations directly to political parties or politicians and Group companies are
not permitted to do so.

451. Kobe Steel
Kobe Steel, Ltd. Corporate Code of Ethics1 (4) With national and local governments
With respect to national and local government officials, employees shall comply
Business Activities
with the National Public Service Ethics Law (Law No. 129, promulgated on
August 13, 1999) and the National Public Service Officials Ethics Code (Cabinet
Fair and excellent relationship with customers, suppliers, and o ther parties
Order No. 101, March 28, 2000).
The Company strictly prohibits directors, officers and employees from gaining and
offering unjust and unreasonable gifts and entertainment in connection with business
practices. Directors, officers and employees will conduct their daily business activities Relations between Society and the Company
with integrity and ethical responsibility to avoid misunderstanding and dishonorable
criticism by the public. Compliance with laws
(1) With customers The Company conducts its business in compliance with laws and accepted standards
Gifts and entertainment for customers are not to be excessive and unreasonable of responsible social behavior. As stated earlier regarding the antitrust laws, all
in light of the accepted standards of our society. Offering personal and arbitrary employees must recognize that serious violation, in which criminal liabilities can be
rebates including discounts and commissions is strictly prohibited. Offers of imposed, may drive the company to the edge of extinction. Employees must recognize
rebates and commissions will be approved in accordance with the applicable the significance and never commit such a violation. Employees are expected to take
internal rules of each business segment. sincere actions to comply with the following laws that our society requires a company
to observe.
(2) With suppliers and contractors
(1) Export control laws
The selection of suppliers and contractors will be made on the basis of price,
quality, delivery and other reasonable standards. Employees will not receive gifts Employees in charge of exports must comply with the Company Regulation on
and entertainment from suppliers and contractors that is excessive and Security Trade Control and enhance their sensitivities to international situations.
unreasonable in light of the accepted standards of our society. All employees (2) Securities Regulation (Financial Instruments and Exchange Act)
receiving such gifts and entertainment will report the gifts and entertainment to
their superiors. Employees will reject or return excessive and unreasonable gifts Employees must comply with the Company Regulation regarding Prevention of
and entertainment in a timely manner. Insider Trading. Employees will not buy or sell stocks or other securities knowing
nonpublic material information that affects an investor’s decision of investment.
(3) With subsidiaries and affiliated companies
(3) Political Funds Control Law and Public Offices Election Law
Terms and conditions of transactions with subsidiaries and affiliated companies
must not be unreasonably different from these of arm’ s length transactions. Gifts The company strives to maintain fairness with respect to corporate political
and entertainment to and from such companies must not be excessive and activities by observing the Political Funds Control Law and the Public Offices
unreasonable in light of the accepted standards of our society. Election Law.
1 Source: http://www.kobelco.co.jp/ICSFiles/afieldfile/2008/05/23/1_cce_en2.pdf

(4) Laws prohibiting bribery Organization to implement the Corporate Code of Ethics
Employees will not make corrupt payments to domestic and overseas The starting point to implement the Corporate Code of Ethics is communication of
government officials for the purpose of obtaining and retaining business or in your concern to resolve the problem with your manager. The manager is expected to
relation to implementation of the officials’ duties. clarify the cause of the problem and actively resolve the problem when he or she
receives a report. In addition, in the case that consulting one's manager is not
appropriate or the department or group is unable to resolve the problem, we will
Global operation appoint representatives with whom employees can directly consult on the problems
and concerns regarding the Code. Should sweeping reform be necessary, the
To implement overseas business smoothly amid economic globalization, it is essential
Compliance Committee will actively take up the issues.
not only to comply with internationally accepted standards and local laws but also to
contribute to the growth and development of local communities, while respecting their (1) We have nominated compliance leaders who are general managers of
cultures and customs. In addition to understanding and complying with local laws, departments and compliance managers who are managers designated by the
each overseas company must understand and comply with applicable Japanese laws general managers in order to promote awareness of the Code in the workplace.
such as the Unfair Competition Prevention Law, which prohibits the making of corrupt Should any problem arise in implementing the Code, the compliance leaders are
payments to foreign officials, and the Foreign Currency and Trade Law. The Company to take appropriate measures in consultation with the general manager of the
aims to understand the local social situation and issues and consider the local culture planning and administration department (as the person responsible for
and customs when operating its business. Furthermore, the Company strives to compliance), who oversees each internal company.
contribute to the development and growth of local industries by creating and
(2) We established an internal reporting (whistle blowing) system to minimize
strengthening relations with local companies by procuring raw materials and parts
damage caused by violation of the laws. Through this system, we can recognize
from them and actively providing technical assistance and technology transfer.
the violation at an early stage so that we are able to take effective action against
the violation. The system makes it possible for employees to report violations to
Implementing the Corporate Code of Ethics
independent attorneys when they find such incidents or they have legitimate
Promoting awareness of the Corporate Code of Ethics inside and o utside the reason to believe there is a violation.
company
The guidelines for the internal reporting system are as follows:
(1) To promote awareness of the Code, we have distributed the Corporate Code of
i. Reports can be made anonymously.
Ethics Handbook, which contains the text of the Code. The Code is also
published on our homepage to make it widely available both inside and outside ii. The attorney who receives a report must consider the protection of the
the company. informer as the first priority.
(2) We provide employees with continued training as a part of our education iii. The attorney who receives the report will inform the director responsible for
program. From time to time, the Company also offers education programs on compliance of the report as a first step in the consultation. In this case, the
compliance with specific laws. attorney may provide the Company with only general information.

iv. When the attorney and director decide to bring up the incident with the (5) The compliance leader will report the status of each department or group in
Compliance Committee, they will discuss and decide countermeasures and implementing the Code to the secretariat of the Compliance Committee using a
preventive measures. specified format.
v. In the event that the attorney and the director decide not to report to the (6) The Company will conduct audits in accordance with company regulations
Committee, the director, in consultation with the attorney, will decide referred to in the Standards of Corporate Conduct.
countermeasures and preventive measures and give guidance to the
Compliance Planning and Administration Section and related departments.
Disciplinary action
vi. If the Company fails to deal with the report properly within a certain period of
time despite being reported through the internal reporting system, the A violator of the Code is subject to disciplinary action as set forth in Article 10 of the
informant will not be treated disadvantageously should he or she report the Company’s Work Regulations, if his or her violation falls within a section of the Article.
violation to the press or police. In addition, a violator may be subject to civil liability as well as disciplinary action in
accordance with the work regulations if the violation is committed with intention or
vii. To protect an informing employee, any investigation of and retaliation against
gross negligence.
the employee will not be tolerated in any way. We will take disciplinary action
against violators of this rule. Strengthening measures for the prevention of corporate misconduct
viii. Even for the purpose of protecting the public interest, an employee who In order to strengthen measures for the prevention of corporate misconduct at the
directly discloses the Company’s internal information to a third party without corporate level, we must always strive to create an environment in which each
using the internal reporting system may be subject to corrective action under director, officer, and employee is always conscious of corporate ethics. To achieve
the employment rules and regulations. However, this rule is not applicable this goal, the Company established the following systems and organizations.
when human health or safety is in danger.
(1) Development of company-wide system and organization
ix. A report may not be accepted if it deviates from the purposes of this internal
- The company established the Compliance Committee, which is a
reporting system, or if the same person reports a duplicated matter while the
standing committee promoting company-wide compliance activities. The
Company has properly responded to the initial report.
Committee, an independent advisory committee to the Board of
(3) In addition to the internal reporting system, the Company has established the Directors, is authorized to deliberate and formulate countermeasures
Corporate Ethics Section within the Compliance Planning and Administration against violations and preventive measures against the reoccurrence of
Group. Directors, officers, and employees can directly consult on matters that instances of violations in plans, audits and compliance and to report its
cannot be resolved within the departments or that are not appropriate for decision to the Board. Further, the Committee has the authority to
consultation with a manager. We have assigned a representative to the advise the Board to take corrective measures with respect to serious
Corporate Ethics Section to answer questions and respond to concerns. violations of the law.
(4) The Compliance Committee has the authority to advise the Board of Directors of
corrective measures in the case of a serious violation.

- The company established the Compliance Planning and Administration

Section, which is responsible for overall compliance activities including
adopting the Code, developing internal systems, and educating
employees. The Section serves as a secretariat for the Compliance
Committee.
(2) Development of a reporting system
- The company established an internal reporting (whistle-blowing) system
under which employees can report violations of the Corporate Code of
Ethics to independent, outside attorneys.
Commitment by management
Should violations of the Code occur, management must exert strong leadership to
minimize damage and maintain the social trust in the Company. To be more specific,
management will take responsible and appropriate action, including giving direction by
themselves to investigate facts and causes and create a plan to prevent reoccurrence.
In addition, where health or safety is placed in danger, management will provide
society with timely and accurate information. Further, management will find the party
responsible for the violation and take disciplinary action, whic h society deems fair and
appropriate. If the violation is serious, management will realize its own supervisory
responsibility and be severely punished.

452. TJX
Code Of Conduct Guide 1 • Gifts of very small value that contain vendor advertising.
Our Commitment To Fair Dealing • Occasional gifts of small value such as cookies or candy to be consumed at work
or flowers.
• TJX will compete fairly.
• Occasional invitations to vendor-paid local entertainment and activities such as a
We do not agree with our vendors or competitors to fix prices or price terms in our dinner or sporting event, if the vendor accompanies you, the activity takes a day
stores or our competitors’ stores, to divide territories or customers, or to punish or less, the activity reasonably complements a business relationship and the
vendors by cutting off our business with them. value is small.
• TJX does not engage in unfair or fraudulent business practices. • Occasional invitations to vendor-sponsored seminars and educational and
We do not engage in commercial bribery to help our business or hurt a professional development events, if your travel and accommodation expenses
competitor’s business. We do not pay or take bribes or kickbacks or make or are approved and paid by TJX.
receive other improper payments in order to get business or take away business
from a competitor.
However, you should not accept any gift or entertainment if you feel it would affect
• Our advertising will always be honest. your ability to act only in TJX’s best interests.
We will not say anything untrue about our competitors, their merchandise, or our Offers of tips, gifts or rewards from Customers must be politely, but firmly, declined.
merchandise.
Gifts of perishable food items (except as permitted above) must be donated to charity.
• We will not use confidential information of others. A non-perishable gift (except as permitted above) must be returned with a letter
Do not bring private papers, records or trade secrets from previous employers to explaining our Gift Policy. Sample letters and more information about our Gift Policy
TJX. Do not use dishonesty or other improper means to learn competitors' trade are available from the TJX Corporate Compliance Department (508-390-6510).
secrets or get confidential information about other companies. We do not give gifts to vendors or others, except gifts of nominal value. You must be
sure that your gift giving does not violate the recipient’s company policies.
Our Commitment To Our Communities
Our Commitment To Our Shareholders
TJX is committed to being a good Corporate citizen in the Communities where we
Gifts And Entertainment operate.
Do not accept any gifts, entertainment, trips, loans or anything of value for yourself or Payments To Government Officials And Others
for others from those who do business with TJX, are seeking to do business with TJX, Do not offer gifts or give payments, gifts, or anything of value to any government
or whose business is being sought by TJX. The exceptions are: official or employee, political party, or any candidates for political office in an attempt
to obtain a benefit, decision, or action.
1Source: http://www.tjx.com/files/pdf/COC_June_2007_Distribution.pdf

Do not offer or give any payment, gift or anything of value to someone if you know or remember that giving the most information possible will help us answer your questions
suspect that they will, in turn, offer or give it to any government official or employee, or solve your concerns or report suspected violations.
political party or political candidate for such purposes.
Retaliation Will Not Be Tolerated
Getting Help And Raising Concerns
We will not tolerate any retaliation against or victimization of Associates or others for
TJX believes you should have the opportunity to speak openly and to be treated fairly. asking questions, raising complaints or concerns or making good faith reports of
The best way to bring up ideas, concerns, complaints and issues possible violations of the Code or the law. Anyone who takes or attempts to take such
retaliatory actions will be disciplined.
or to report possible violations of the Code of Conduct is to talk to your immediate
Supervisor. In the U.S. and Canada, we call this using the Open Door. In Europe, we Important Reminders
call this Help and Advice. If you are uncomfortable talking with your immediate
You are responsible for familiarizing yourself with TJX’s Code of Conduct and all other
Supervisor, talk with your Supervisor’s Manager, an Executive or contact an Associate
Company Policies that relate to your job function. These Policies are available in our
Relations/Human Resources representative.
stores, distribution centers and offices. TJX may add or change its Policies or modify
In most cases, it is better to ask a question about what the Code covers or raise your the Code at any time.
concern in person with someone who knows the answer than to act independently.
You are required as part of your job to comply with this Code and all other Company
Very often, your question can be answered on the spot or action can be taken
Policies which relate to your job function. Violation of this Code or Company Policies
immediately. Often, our Company Policies will provide the answers to questions more
may result in discipline, up to and including termination and legal action. Nothing in
completely than the Code does. They are available in our stores, distribution centers,
this Code creates an employment contract; nor does it change any U.S. Associate’s
offices, portal or upon request from one of the sources listed below.
status as an at-will employee.
What do I do if I have a question or if I learn of something that may violate the
Code or the law?
There are many ways to let the right people know what you know or think is going on
or what you are concerned about. Usually speaking with your immediate Supervisor or
his/her boss is best, but otherwise let an Associate Relations/ Human Resources
representative or someone identified on this page know or call the HelpLine. If you are
not satisfied with the response, tell another resource identified in this section.
Helpline
Sometimes you may be uncomfortable speaking directly to someone in the Company,
or you may want to raise concerns anonymously. In those cases or any other time,
call our HelpLine. The HelpLine is staffed around the clock, every day of the year. You
don ’t need to give your name or other identifying information if you don’t want to. But

453. Eli Lilly
Code of Business Conduct – The Red Book 1 independent firm and is available 24 hours a day, 7 days a week.
You may report anonymously if you choose. If you do choose to remain
Key Global Policies Summary
anonymous, it is not ethical and not possible for the company to determine your
identity from the independent firm.
Compliance and Reporting
You may instead choose to provide your name but request that your name be
Employees must comply with The Red Book, company policies and procedures, all kept confidential by the Lilly Global Compliance and Ethics Program Office; your
laws and regulations that apply to company business operations, and all applicable identity will be protected to the extent this is possible consistent with the
official orders and decrees. Employees must also, subject to limits of local law, report company’s interests and legal obligations.
any known or suspected violations. Employees must not retaliate against others for
making such reports. • In the United States, call toll-free 1.800.815.2481.
Issues can be most effectively resolved—and harm most quickly prevented or Internationally, dial your country access code (which you may find by contacting
minimized—when the company is made aware of known or suspected compliance an AT&T operator or by checking http://www.att.com/traveler), wait for the tone,
violations. You may submit reports of potential violations or raise concerns in any of and then dial 1.800.815.2481. Translation services are available.
the following ways. • Make a web-based report by going to http://www.nhsonlinereporting.com. Enter
• Contact your supervisor if you are comfortable approaching him or her about any “ELL” for Lilly in the Company ID field and then follow the directions. You may
potential violation or concern. If the person whose behavior is an issue is your report anonymously. You can access this site from any computer, even if you are
supervisor or is in your line management, you may choose to raise the issue with not connected to LillyNet.
that individual directly; however, if you feel that he or she does not resolve your • Known or suspected fraud should always be reported directly to the General
concern to your satisfaction, or if you are not comfortable discussing the situation Auditor or the Compliance and Ethics Hotline, compliance website, or a
with him or her directly, you must submit a report through another approved compliance representative.
reporting channel (such as a human resources or compliance representative, a
company attorney, or the Compliance and Ethics Hotline).
• Contact a human resources representative, compliance representative, or
company attorney. Interaction with external parties
• Contact the chief compliance officer and vice president – compliance and Anti-Corruption
enterprise risk management by telephone at 317.276.7581, by fax at
317.655.1921, or by mail sent to Drop Code 1114 and marked “Confidential – for Employees must act ethically in both the public and private sector. Employees must
the Vice President – Compliance and Enterprise Risk Management.” not bribe government or public officials or private individuals.
• Contact the Compliance and Ethics Hotline. The hotline is staffed by an • Employees must not give, offer, promise, or authorize any payment, benefit, or
gift of money or anything else of value to a government or public official, directly
1 Source: http://www.lilly.com/pdf/red_book_eng_08.pdf

or through a third party, to obtain or retain any business or secure any improper • to a government or public official, or to a family member of, or any other entity or
advantage. individual on behalf of, or for the benefit of, a government or public official
• These same prohibitions apply to employee interactions with private individuals • directly or indirectly through a third party
and employees of companies with which the company has an existing or
• for the purpose of:
prospective business relationship. Further, employees are responsible for:
• influencing an official act or decision of the government or public official;
• making accurate and reasonably detailed entries in official records of the
company, • inducing the government or public official to do or omit to do any act contrary to
his or her duty;
• complying with company global and local accounting policies and procedures and
other internal control requirements, and • inducing the government or public official to use his or her influence to affect or
influence any act or decision; or
• recording company transactions properly and correctly, regardless of magnitude.
• securing any improper advantage
• in order to obtain, retain, or direct business to any person or entity.
Employees must never:
• Pay expenses that are excessive, lack adequate description or supporting
documentation, or appear to be improper, Please see definition of government or public official in the Global Policies and
Standards Glossary. Note that employees or consultants of a government-owned
• Make, disguise, or arrange to have made or disguised, or fail to correct or report,
hospital or institution, including health care providers, are considered government
any false or artificial entries in any company books or records, or in any books or
officials under the U.S. FCPA. For direction on what activities are acceptable, see
records of other persons or companies with whom the company does business,
Global Policy on Ethical Interactions with External Parties.
or
Similar prohibitions on bribery apply to company dealings or transactions with private
• Omit, delete, or alter any entries in any company books or records without
individuals. In addition, the company is required to maintain a system of internal
following appropriate company procedures applicable to that type of action.
accounting controls, and make and keep books, records, and accounts which, in
reasonable detail, accurately and fairly reflect the company’s transactions and the
disposition of its assets.
Under company policy and the laws of various countries in which the company
operates, including the U.S. Foreign Corrupt Practices Act (the “U.S. FCPA”), Conflicts of Interest
company employees and third-parties acting on behalf of the company must not:
Employees must avoid situations in which personal interests, outside activities, or
• give, promise, offer, or authorize the payment or gift relationships conflict or appear to conflict with company interests. Employees
• of money or anything else of value

must either decline situations that present potential conflicts of interest, or request that EMPLOYEE PENALTIES FOR VIOLATIONS
the company evaluate them by following the Global Procedure on Conflicts of Interest
Evaluations. What is Lilly’s disciplinary philosophy and for what could you be disciplined?
If you think you have a “conflicts” inquiry, follow the Global Procedure on Conflicts of The company provides Performance Management, coaching, and feedback tools to
Interest Evaluations. Examples of potential conflicts include: […] help employees link their work efforts to the priorities and business goals of the
company and to demonstrate successful performance. Discipline is an additional tool
• Gifts
the company uses to correct behavioral or performance issues. Examples of
Accepting gifts, entertainment, payment, or services from parties conducting employee behaviors or activities that could result in disciplinary action include, among
business with or seeking to do business with Lilly […] others:
• authorizing or participating in an activity that results in a violation of the law, The
Red Book, company policies or procedures, or an official order or consent decree
KEY U.S. POLICIES SUMMARY
• failing to report a violation or suspected violation (except where reporting is
prohibited by local law)
Fraud and Abuse Laws and Whistleblower Protections
• refusing to cooperate with the investigation of a suspected violation
Employees must never give, offer, or promise anything of value to anyone in order to
improperly influence that person or institution regarding the prescribing, registering, • retaliating against an individual who reported a suspected violation
recommending, dispensing, promoting, purchasing, placing on a formulary,
• failing to complete required training
reimbursing, or facilitating of access to Lilly products.
• performing in a manner that doesn’t meet job expectations, and
Such behavior may violate federal or state laws designed to prevent health care fraud
and abuse, including the U.S. Federal False Claims Act (U.S. FCA). The company • in the case of a supervisor, failing to detect a violation if this resulted from
must not retaliate against any employees who report violations of these laws to the inadequate supervision.
government.
Employees must not engage in any sales, marketing, or other behaviors that would
What is the nature and level of disciplinary action that may be taken?
violate the U.S. FCA and/or any other federal or state law designed to prevent health
care fraud and abuse. The U.S. FCA and some similar state laws include provisions Circumstances vary in each case involving the potential for disciplinary action by the
under which individual citizens with evidence of fraud against the government may company; therefore, each situation is handled individually. The nature and level of any
sue on behalf of the government. These laws also prohibit retaliation against persons action taken will depend on the:
who file whistleblower lawsuits.
• nature and severity of the problem,
• expectations of the position, and

• circumstances involved.
If disciplinary action is warranted, subject to local law, it may range anywhere from a
warning to termination of employment. Please discuss any questions with your
supervisor and/or your human resources representative.
If you work in the United States, review the Disciplinary Actions section of the U.S.
Employee Handbook, available online through HR Direct.
Why do you not hear about disciplinary action that has been taken with respect
to colleagues?
The company believes that its values of integrity, respect for people, and excellence
should be evident in the way disciplinary investigations and decisions are
implemented. Where possible, the company strives to keep any disciplinary process a
confidential matter between the impacted employee, the supervisor, and human
resources. The goal is to increase the chance that an impacted employee has the
opportunity to return to successful performance. The chief compliance officer and vice
president, compliance and enterprise risk management, may from time to time publish
real -life examples of situations involving compliance failures in her blog in order to
promote shared learning. These examples may include information about the relevant
discipline but will be anonymous to protect the identity of the employees involved.
Are there any other types of penalties that could be imposed?
In extreme situations involving noncompliance, a government may choose to take
action against individual employees as well as the company. The potential
consequences vary according to local law and the type of alleged violation. The
penalties may be severe, and could include criminal fines, imprisonment, and an
official prohibition on working in the pharmaceutical industry.

454. Bank of Montreal
2008 Corporate Responsibility Report and Public Accountability Statement1 Corporate Responsibility – Our Approach²
Responsibility. Earning Trust. Our Commitment

BMO Financial Group is driven by enduring corporate values. These values represent
Protecting Whistleblowers our core beliefs. They stand as our collective commitment – to our colleagues, to our
customers, to our shareholders and to the communities of which we are a part. These
At BMO, we believe that by providing a forum for employees and officers to raise
values live in the way we work, in the solutions we offer, in the employment
concerns about ethical conduct, and by then treating all complaints with the
environment we provide and in the way we partner with the community.
appropriate level of seriousness, we foster a culture of ethical conduct and
responsibility. We encourage any employee who has concerns relating to a breach or • Our Values
potential breach of FirstPrinciples, or any law, regulation or BMO policy, to
• Code of Conduct
immediately report the concern, confidentially and anonymously, to any of the
appropriate persons or departments listed on our FirstPrinciples web site. • Corporate Responsibility Governance
Safeguarding Banking from Money Launderers and Terrorists
BMO is strongly committed to preventing the use of our financial services for money Our Values
laundering and terrorist financing. BMO will not knowingly conduct business with
• Take Pride
individuals, entities or governments attempting to turn “dirty” money into “clean”
money. Nor will we knowingly conduct any type of business relati ng to property owned In what we do and where we work.
by, or on behalf of, a terrorist group. In 2008, the Canadian government revised its
• Keep Your Word
anti-money laundering and anti-terrorist financing regulations in order to bring
Canada’s regulatory regime into line with new international standards. In the United Never waver from our commitments to our customers and each other.
States, regulatory authorities have also stepped up their oversight of anti-money
• Embrace Diversity
laundering and anti -terrorist financing provisions. We train our employees on an
ongoing basis, we make investments in our systems and we update our policies, Gain strength through our people and our perspectives.
procedures and controls, including robust customer due diligence, to ensure we
• Do the Right Thing
properly identify our customers and protect against the illegal use of our products and
services. We continue to add resources to meet the increased expectations of Demonstrate respect for all and earn trust through integrity of our actions.
regulators.
• Have Courage to Win
Focus on what makes us successful.
1 Source: http://www2.bmo.com/bmo/files/images/7/1/BMO_CRPAS2008en.pdf
²Source: http://www2.bmo.com/content/0,1089,divId-7_langId-1_navCode-4853,00.html

Code of Conduct Protecting Whistleblowers

We encourage any BMO employee who has concerns relating to a breach or potential
What is it?
breach of either FirstPrinciples or any law, regulation or BMO policy to immediately
FirstPrinciples is our code of business conduct and ethics. It reflects our commitment report the concern to one of the appropriate persons and departments listed on our
to doing what is fair, legal and right. FirstPrinciples web site.
Who does the Code of Conduct Apply to?
FirstPrinciples applies to all BMO Financial Group directors, officers and employees.
We also make our major suppliers aware of our code of conduct.
Code of Conduct 1
Code of Conduct Training
INTRODUCTION - BUILDING ON OUR TRADITIONS
Every year, all active, permanent full-time and permanent part-time BMO employees,
directors and officers must read FirstPrinciples and complete an online questionnaire
that demonstrates their understanding and relevance of the Code. CONSEQUENCES OF VIOLATION
How often is the Code of Conduct updated? Compliance with the Code is an integral part of our relationship with BMO. Any
violation will be taken very seriously and may lead to disciplinary action. For
Each year, our Corporate Compliance department conducts a rigorous review of employees this could range from counseling to suspension or termination of
FirstPrinciples, benchmarking our code of conduct against best practices within the employment, and may also affect remuneration decisions. Similar consequences may
global financial services industry and regulatory environment, before presenting it to result from any failure to cooperate in any investigation relating to a violation of the
our Board for review and approval. BMO’s Board of Directors approved the most Code or retaliating against someone for filing a complaint under the Code. Where
recent version of FirstPrinciples in November 2007. breaches of laws and/or regulations have occurred, the relevant external authorities
How is the Code of Conduct made available? may be contacted. BMO may also choose to pursue civil remedies for any damages or
harm it may incur as a result of a violation.
FirstPrinciples is published in both English and French on various internal sites and on
bmo.com . BMO’s intranet contains information for managers and employees on how WORKING TO THE LETTER AND SPIRIT OF THE LAW
to apply FirstPrinciples in their daily work and lists key contacts for those seeking We will never knowingly violate laws or wilfully blind ourselves to our legal or
guidance on specific issues relating to the Code. regulatory responsibilities and will cooperate fully in all investigations, audits,
Exceptions and Escalation examinations or reviews being conducted by our internal corporate support groups or
external authorities.
Exceptions to FirstPrinciples are not typical, nor are they encouraged. Any exception
for a director, officer or employee must be approved by the Audit Committee of the We must be aware of and comply with applicable laws, rules and regulations of all
Board of Directors. When required by applicable law, rule or regulation, exceptions levels of government, as well as public and regulatory agencies, in all jurisdictions in
shall be disclosed to the appropriate regulatory bodies. which BMO operates. We must also meet legal obligations we assume under contract
1 Source: http://www2.bmo.com/content/0,,divId-3_langId-1_navCode-4263,00.html

or through the operation of law, including fiduciary obligations. Failure to do so may • Fair Dealing
negatively reflect on BMO’s reputation and result in legal action or regulatory sanction.
We deal honestly and openly with our customers, competitors and suppliers and
BMO’s policy framework is designed to ensure that our actions are consistent with comply with laws and regulations governing marketplace competition, including
applicable legal and regulatory requirements and industry standards. We recognize those relating to marketing and advertising. We will not take unfair advantage of
our responsibility to understand and comply with the policies that affect how we do our anyone through manipulation, concealment, abuse or misrepresentation of
work. privileged or confidential information. Arrangements with others to lessen
competition, prohibited tied selling practices, deceptive telemarketing or other
As well, our business decisions must always be based on a thorough knowledge of
improper marketing practices are strictly prohibited.
our clients and of the products and services we offer to them. Knowing our clients and
products not only ensures that our business relationships and actions are consistent • Prevention of Money Laundering & Terrorist Financing
with legal and regulatory requirements but also plays an essential part in ensuring that
We are committed to conducting business and operations in full compliance with
our clients are well-served.
all laws and regulations relating to Money Laundering and Terrorist Financing
We are also committed to dealing with clients whose activities are compatible with our activities.
own high ethical standards and must be constantly on guard against those who would
• Official Language Communication
attempt to use our services or products to further their illegal activities. To that end, we
will endeavour to properly establish and authenticate the identity of our clients and will We will comply with applicable legislative requirements to communicate with
report suspicious activities to the appropriate persons and auth orities. customers, employees and other parties in the official language of their choice.
We will also endeavour to communicate in other languages preferred by our
Some key legal and regulatory requirements and prohibitions are highlighted below.
clients whenever practicable.
• Fraud or Misappropriation
Embezzlement, kiting, float creation or any other form of improper conversion of
We will also cooperate fully with investigations, audits, examinations or reviews by our
funds, property or other assets, or knowingly assisting others to engage in such
internal corporate support groups or any external government, regulatory, self-
conduct is strictly prohibited.
regulatory or law enforcement agencies. In doing so, we will not make any false or
• Corrupt Practices or Preferential Treatment misleading statements or otherwise attempt to frustrate or circumvent their inquiries.
All requests or demands for information made by external investigators, regulators
Acceptance or offering improper payments (e.g., bribes or other inducements) is
and auditors must be referred to the appropriate persons and departments indicated
strictly prohibited. Similarly, we do not give preferential treatment to politicians,
on the directory provided on the FirstPrinciples website, or the person identified to
political parties, or any other public official (or their family or related business
coordinate responses to such matters. We must also not take, threaten or permit the
enterprises), when they enter into business relationships with us, including where
taking of retaliatory action against any BMO employee for cooperating with or
loan renewals or the pursuit of creditor remedies are being considered.
providing information in respect of such investigations, audits, examinations or
reviews.

DEALING WITH CONFLICTS OF INTEREST • Outside Business Activities

We will conduct our personal and business affairs in a manner that will prevent When engaging in an outside business activity such as taking a second job,
situations from arising where our interests could potentially or appear to potentially running a personal business, or accepting a directorship, we must ensure that the
conflict with the interests of BMO, actual or prospective customers, or suppliers. interests and reputation of BMO and its customers are not adversely affected. For
example, outside business activities that compete with any aspect of BMO’s
We must not permit a personal interest or BMO’s corporate interests to adversely
business are typically not permitted. We should always follow the applicable
affect, or even appear to adversely affect, our judgment, loyalty, objectivity or
procedures for reviewing and approving outside business activities in order to
impartiality in our dealings with prospective or actual customers, suppliers or with
ensure that potential conflicts are addressed appropriately. Approval is not
BMO itself. The following are examples of situations where conflicts of interest may
required to serve religious, educational, cultural, social and charitable or other
arise.
non-profit entities in voluntary or unpaid roles, but we must ensure that our
• Misuse of Position participation in such activities does not conflict with our responsibilities to BMO.
The actual or perceived use of our position or connection with BMO to gain or
attempt to gain a personal benefit or to confer a benefit upon others with whom
RAISING CONCERNS
we have a common interest (e.g., family members, business associates or
colleagues) or to compromise the interests of BMO’s customers is strictly We must be alert to and should immediately report concerns that may point to a
prohibited. Similarly, we must not personally benefit from our access to BMO breach of any laws, regulations or this Code to the appropriate persons or
assets or information or other assets, or take for ourselves opportunities that departments within BMO. Retaliation against a BMO employee for raising legitimate
come our way as a result of any position we hold at BMO. We must also ensure concerns under this Code is prohibited.
that personal business relationships with BMO customers or suppliers are
Maintaining BMO’s high ethical standards is the responsibility of every director and
managed separately from our work for BMO and that any conflicts between the
employee. If we become aware of actual or potential breaches of the Code, any laws,
two are resolved in BMO’s favour .
rules, regulations or BMO policy, we should speak up. The principles set out in this
• Gifts, Entertainment, Other Benefits and Payments Code are shared principles and the commitment to uphold them needs to come from
all of us.
Offering, giving or receiving gifts, entertainment, or similar types of benefits must
not compromise or create the perception that the recipient’s judgment or honest When raising a concern we should first consult our manager or the FirstPrinciples
performance of her / his duties might be compromised. Generally, gifts and directory of key contacts for the appropriate person or department for dealing with our
entertainment of more than nominal value are only acceptable when they are concern. Concerns about accounting, internal control over financial reporting, or
permitted by law, are consistent with industry standards and where their auditing matters should be immediately reported to management in the appropriate
disclosure would not adversely affect the reputation of BMO, its employees or the Finance Department.
recipient.
If, after raising a concern, we do not believe we have received a satisfactory
response, we should then contact the BMO Ombudsman. BMO’s Ombudsman is
unbiased, impartial and independent and is dedicated to resolving concerns in a

fair and timely manner. BMO’ s Ombudsman has also been designated to review and
report on accounting, internal control over financial reporting, or auditing matters to
the Audit Committee of the Board.
When requested, concerns can be raised anonymously and the confidentiality of the
information provided will be respected.
An act of retaliation against anyone who reports concerns in good faith or otherwise
assists or participates in any related review, investigation or proceeding will be viewed
as a violation of the Code. Reports or complaints found to be made in bad faith will
also be viewed as violations. Such violations may result in disciplinary action, up to
and including dismissal.

455. Akzo Nobel
Sustainability Report 2007 1 Business Principals – Setting the Standard high²
Focus on key environmental, social and governance value drivers Business integrity
We insist on integrity and fairness in business dealings:
Oil for Food
• no bribery or unethical practices
On December 20, 2007 Akzo Nobel N.V. reached agreements with the U.S. SEC and
• no conflicts of interest
the Department of Justice related to Organon and Intervet’s participation in the UN Oil
for Food Program where improper payments were made to the Iraqi government • recording all business transactions and submitting them for audit.
between 2000 and 2002.
In order to address any deficiencies in the internal controls, policies and procedures
regarding compliance with the Foreign Corrupt Practices Act and other applicable anti-
corruption laws, Akzo Nobel agreed to conduct a review of its internal controls, Code of Conduct³
policies and procedures.
Introduction
Complaints procedure
[…] Furthermore, you should bring to the attention of management any activity which
To encourage and enable employees to report violations of the Code of Conduct, is in violation of company policy or law. To this end, AkzoNobel has established a
Akzo Nobel has a whistle-blowing policy, which is laid down in our complaints complaints procedure, which can help you to determine the best way to voice your
procedure. The procedure describes the “normal” reporting within hierarchical lines concerns.
and, in case this is not possible, the reporting directly to the office of the General
Counsel. We are committed to providing full protection to employees who report a breach or
suspected breach of the code. For absolute clarity, we stress that senior management
In 2007, 31 alleged violations were reported via this procedure, which is obviously no will not hold employees accountable for any loss of business resulting from
guarantee for completeness. This has resulted in 12 dismissals as a consequence of compliance with this code.
investigations.
Please be aware that in the event of a failure to comply with, or in case of any willful
breach of, our business principles and code of conduct, the company will consider
disciplinary action, up to and including termination of employment. Now that the
business principles rollout has been completed, we assume all our employees are
already acting in accordance with them. […]
1 Source: http://www.akzonobel.com/system/images/AkzoNobel_Sustainability_Report_2007_tcm9-1264.pdf
²Source: http://www.akzonobel.com/aboutus/company_overview/business_principles/
³Source: http://www.akzonobel.com/system/images/AkzoNobel_Code_of_Conduct_tcm9-3675.pdf

Our Company Payments

• Bribery
Business integrity
Bribery and any other forms of unethical business practice are prohibited. Under
AkzoNobel insists on integrity and fairness in all aspects of its business operations.
no circumstance shall any AkzoNobel officer, employee, agent or representative
• Bribery and any other forms of unethical business practice are prohibited. make, offer, promise or authorize any payment or gift:
• AkzoNobel employees are expected to avoid all situations in which their personal - To gain any business advantage;
or financial interests may conflict with the company’s interest.
- To influence the policy of any government, or;
- That could bear the appearance of impropriety.
All business transactions shall be accurately and completely recorded in accordance
Please understand that an offer alone, without actual payment, still violates
with the company’s accounting principles, and local laws and may be subject to audit.
AkzoNobel’s policy and the law.
Business Integrity • Commission payments
The rule prohibiting bribes of any form may not be circumvented by commission
Free enterprise and fair competition
payments. Any commission payment should be justified by a clear and traceable
AkzoNobel supports the principles of free enterprise and fair competition. The service rendered to AkzoNobel. The remuneration of agents, distributors and
company aims to meet customers’ needs faster, better, and more distinctively than our commissioners cannot exceed normal business rates and practices. Government
competitors. officials shall not be appointed by AkzoNobel as agents, distributors or
commissioners.
To this end, AkzoNobel will compete vigorously but fairly, and within the framework of
applicable competition laws. • Facilitation payments
AkzoNobel insists on integrity and fairness in all aspects of its business operations. Facilitation payments are small payments made in money or in kind (for example
AkzoNobel products) to officials, in accordance with publicly-known or widely-
Bribery and any other forms of unethical business practice are prohibited.
followed local customs, to expedite performance of routine government actions
AkzoNobel employees are expected to avoid all situations in which their personal or (such as processing a required government license). AkzoNobel promotes
financial interests may conflict with the company’s interest. measures to eliminate such practices. More generally, all applicable laws and
regulations should be complied with — in some countries, this completely rules
All business transactions shall be accurately and completely recorded in accordance
out the making of facilitation payments. For clarification as to whether a particular
with the company’s accounting principles, and local laws and may be subject to audit.
payment constitutes a facilitation payment, and whether the payment is legally
allowed, please consult AkzoNobel Legal & IP.

• Recording of payments In every unit/department of the company, there must be full transparency
between subordinates and superiors with respect to business gifts.
All payments, including facilitation payments, must be recorded in the appropriate
ledgers in accordance with the company’s accounting principles and all
applicable local laws. Secret accounts and/or bookkeeping outside company
accounts are strictly forbidden. No payments will be channelled through an agent
unless they form part of normal agency fees or reimbursement for incurred costs. Procedure for complaints on practices violating Business Principles, HRM-,
Apart from petty cash transactions, cash payments to third parties are not HSE- and Security Policy Statements and Corporate Directives1
permitted; all payments should be made to a bank account designated in writing.
Payments to so-called numbered accounts are not permitted. A request by a Introduction
contract partner to divert a payment to an entity or person offshore shall always AkzoNobel promotes a culture of openness, integrity, and reliability. These values
be rejected. All payments will be subject to internal and external audit. have been incorporated in the AkzoNobel Business Principles, which state the
All financial transactions must be recorded in a timely and accurate manner. In Company’s commitment to ethical behavior and to compliance with all laws and
addition, any information pertaining to a transaction must be recorded. regulations in force in the countries in which AkzoNobel companies operate.
AkzoNobel’s records should reflect transactions carried out in conformity with AkzoNobel is also committed to internal values, policy statements, and guidelines as
accepted accounting standards, and should be designed to prevent off-the-books laid down in the AkzoNobel Corporate Directives, including all applicable accounting
transactions such as kickbacks and bribes. Accordingly, company employees standards, accounting controls and audit practices.
must follow all applicable standards, principles and laws for accounting and
financial reporting. No employee should establish an undisclosed or unrecorded The AkzoNobel Business Principles and Corporate Directives are published on the
account on behalf of the company for any purpose. In addition, false or artificial Intranet.
entries are not to be made in the books and records of AkzoNobel for any reason. The AkzoNobel Business Principles and, if applicable, also country codes of conduct
• Money laundering expanding on the AkzoNobel Business principles, encourage the AkzoNobel
employees to report violations of the Business Principles and Codes of Conduct. In
AkzoNobel will not enter into, nor tolerate, any arrangement which facilitates (or order to ensure a confidential and reliable procedure for the handling of such reports,
which appears to or is suspected to be used to facilitate) any acquisition, AkzoNobel has established this Complaints Procedure, which should be followed by
retention, use, or control of any property or money intended to disguise the AkzoNobel employees in those instances, where country codes of conducts do not
proceeds of crime. provide for a country specific reporting procedure.
• Gifts Reporting within hierarchical lines
No personal gifts or favors of any material commercial value can be made to, or Openness, integrity, and reliability foster open two-way communication between
accepted from, a third party. A gift or favor of material value is defined as an employee and superior on all aspects of the working environment. In principle, all
object with such a value that it may influence a buying decision and/or may lead
to a relation of dependency. In case of any doubt, a superior has to be consulted.
1 Source: http://www.akzonobel.com/system/images/AkzoNobel_General_Complaints_Procedure_March_2008_tcm9-4688.pdf

employees are encouraged to discuss such matters with their direct supervisor or, Handling of the Report and investigation by the General Counsel
when communication with the direct supervisor is constrained, with the direct
Any report received by the General Counsel will be handled as strictly confidential
supervisor’s boss.
information.
Reporting outside hierarchical lines
The General Counsel will arrange for the correct and confidential recording and
In certain cases, reporting by an employee of alleged violations of company policies handling of the report.
and directives through the employee’s hierarchical line may not be a viable option in
In general, within one week after the receipt of a report, the employee will receive
his sincere option. In such a case, the employee may report to the Office of the
confirmation thereof by fax or telephone. If requested by the employee the
General Counsel of Akzo Nobel N.V. by letter, e-mail, fax message or by telephone.
confirmation will be sent to his/her private address.
Complaints on accounting, accounting controls and audit matters may also be copied
to the Chairman of the Audit Committee, via the Secretary to the Supervisory Board, As a first step the General Counsel, or his assistant, will discuss the report with the
ASBM. employee who filed it.
Subject matter of the Report Depending upon the outcome of this discussion and other relevant factors, a decision
will be taken by the General Counsel as to how to proceed. In general, one of the
A report of violation of Business Principles, HRM-, HSE- and Security Policy
following 4 options will be pursued.
Statements and Corporate Directives should be based on serious factual grounds.
The subject of the report should be of substance and related to an issue falling under 1. The report will be further investigated by the Office of the General Counsel,
one of the following categories:
2. The report will not be further investigated by the General Counsel because initial
• a (threat of a) violation of one of the Business principles, Policy Statements or review makes such investigation unnecessary,
Corporate Directives
3. The complainant decides to withdrawn the complaint, or
• a (threat of a) criminal act/violation of the law
4. After a full investigation the employee may decide to withdrawn the report.
• a (potentially) dangerous health, safety or environment situation
• purposeful misinformation of public authorities
In any of the foregoing, the reporting employee shall be advised of the General
• holding back, shredding or manipulating information on such matters Counsel’s decision provided, of course, that his/her identity is known.
• theft or fraud against the Company The General Counsel may decide to involve those officers as he deems necessary or
fit for the purpose of the investigation (e.g. members of the Legal Department or of
• violation of the applicable accounting principles or accounting controls
Internal Audit), but always under strict confidentiality. The reporting employee will be
• risk to security of people or property furnished with a report of the final outcome of the investigation. Such reports shall be
made within a reasonable period, in principle not exceeding 4 to 6 weeks.

Person(s ) mentioned in the report and alleged as having violated the relevant
principles or rules shall not be informed of the report unless and until it shall be
necessary for purposes of the investigation. Unless otherwise agreed with the
reporting employee, his/her indentity shall not be disclosed to anyone during a
pending investigation. It is possible, that a person’s identity may become public in the
event that a report leads to a criminal prosecution or a civil action.
No disciplinary measures on account of good faith reports
It is AkzoNobel policy that the good faith filing of the report as such shall not lead to
any adverse consequences for the employee.
Reporting confidential matters to any third parties, including the media, will normally
be unacceptable, if: (i) the matter should have been dealt with through this Complaints
Procedure; or (ii) the matter is being handled properly by the Company. After the filing
of a report, the employee should contact the Office of the General Counsel to receive
a progress report before taking any other action.

456. Murphy Oil
Code of Business Conduct & Ethics1 whether for personal benefit or in the misguided view that it is for the benefit of the
Company. Murphy and the employee involved will be subject to disciplinary action, as
A MESSAGE TO EMPLOYEES well as potential civil or criminal liability, for violating this policy. Our officers are
A company is more than words on a charter — it is people. responsible for recognizing potential fraud and bribery, and for setting up controls and
procedures to detect suspected wrongdoing. See “Our Commitment: To Shareholders
This Code addresses compliance and ethical conduct. – Proper Recording of Assets, Liabilities and Transactions” on page 8 for more
• Compliance means following laws, regulations and Company policies. information.
• Ethical behavior means performing your job in a responsible way , conducting Relationships With Government Officials
yourself properly, and doing what is right. Sometimes you may deal with government officials, either in the U.S. or other
countries around the world. In those dealings, we believe in providing truthful
information and treating officials with courtesy and respect. We are also obligated to
Respect, honesty, trust, integrity and compliance form the framework for conducting strictly follow laws and regulations regarding payments, gifts or entertainment,
Murphy’s business around the world. business courtesies and conflicts of interest. All aspects of our relationships with
If a country’ s business environment makes it impossible to operate in a legal and public officials must be of the highest integrity and reputation.
ethical way, we simply won’t do business there. The same is true of potential
customers, contractors, suppliers and partners. We will not sacrifice our values for OUR COMMITMENT: TO WORLDWIDE BUSINESS LAWS
short-term gain.
Compliance with the law and ethical behavior are conditions of employment. Actions
that violate the law or our standards will result in disciplinary action, up to and The Company has been a welcomed business partner in many foreign ventures since
including termination. the 1950s. Both domestic and foreign laws regulate international operations.
International transactions frequently are complex and foreign laws have many
We hope you will read and understand this booklet and that you will work and abide distinctions. Employees engaged in international business must be aware of these
by its principles. Together, we will maintain Murphy’s worldwide reputation for integrity laws to ensure compliance. One of the most significant laws in this area is the U.S.
and our success as a corporation. Foreign Corrupt Practices Act of 1977 and its amendments. This law in general:
Remember, our values are our future! • Prohibits bribery of foreign officials in order to get or keep business
OUR COMMITMENT: TO CITIZENSHIP • Requires the Company to keep books and records that accurately reflect
transactions involving Company’s assets, and
Fair Dealing
• Requires the Company to maintain a system of internal accounting controls
Murphy will not tolerate fraud or commercial bribery committed b y an employee, sufficient to satisfy the law’s control requirements.
Source: http://www.murphyoilcorp.com/about/media/pdf/Code%20of%20Business%20Conduct.pdf

Other laws, and in particular United States laws, address a variety of prohibitions or VOLUNTARY REPORTING AND PROTECTION FROM RETRIBUTION
restrictions, particularly those relating to:
Violations of the policies contained in this Code harm all employees and shareholders
• The export/re-export of certain commodities, software and technology in the long run. They can cost money, cause injuries and damage assets. For these
reasons, you must report suspected violations. That’s every employee’s duty.
• Dealing with certain countries or the nationals of those countries, and
You are encouraged to discuss these concerns or questions with your supervisor, who
• Participating in or agreeing to support boycotts of countries that are friendly to the
in turn is responsible for informing the Corporate Compliance Officer of any concerns
United States
raised. You may also report using any of the channels listed on the back cover of this
publication. In the case of violations involving accounting, internal accounting controls
or auditing matters, please contact:
• The Audit Committee of Directors, c/o The Network, 333 Research Ct., Norcross,
Entertainment, Gifts and Favors GA 3009; phone: (800) 500-0333, or
• The Corporate Compliance Officer, whose contact information is listed on the
Company policy requires all employees to avoid any situation that does or may involve
back cover.
a conflict between their personal interests and the interests of the Company and its
subsidiaries. Each employee has a duty to promote the Company’s best interest at all
times.
Promptly report any concerns about violations of laws, rules, regulations or this Code
An employee (or members of his or her immediate family living with the employee) will by the CEO, executive management or directors to the Corporate Compliance Officer.
not accept from any outside concern that does or is seeking to d o business with, or is Then, the Corporate Compliance Officer will notify the Audit Committee of the Board
a competitor of, the Company: of Directors of any violation. Any such concerns involving the Corporate Compliance
Officer should be reported to the Audit Committee of the Board of Directors.
• Gifts of more than token value (advertising in the form of calendars, cigarette
lighters, pens, etc., are usually of token value and are acceptable gifts) It is Company policy that there will be no retaliation against an employee in any form
for reporting suspected problems in good faith. Anyone who retaliates directly or
• Loans (other than from established banking or financial institutions)
indirectly against an employee who reports a suspected violation of Murphy’s policies
• Entertainment unless comparable hospitality is returned at Company expense; in will face disciplinary action.
this area, commensurate benefits to the Company must be involved, and any
More information on voluntary reporting and protection from retribution is available in
travel should be at Company expense, or
Sections VI and VII of the Company’s Operating Procedure 01-01-17.
• Other substantial favors (in the case of non-employee directors, such gifts or
• Compliance Hotline
favors are prohibited only if offered as a result of the director’s board position at
U.S. and Canada 1-800-500-0333
the Company).
• You may remain anonymous when using these procedures to report violations.

457. Express Scripts
Code of Conduct 1 You may be subject to disciplinary action, which will be determined by the seriousness
and frequency of the violation. You may receive one or more of the following:
YOUR RESPONSIBILITIES: WHAT’S EXPECTED
• Verbal warning
Your Obligation to Report Suspected Violations • Written warning
If you suspect or know that someone has violated the Code of Conduct, our policies, • Written reprimand
or any applicable laws or regulations, you must act. • Suspension
Report the violation to one of the following: • Termination
• Your department manager • Repayment
• The Compliance Hotline (anonymous): 888.422.0411 • Referral for criminal prosecution
• The Compliance & Ethics website (anonymous)
• The Chief Compliance Officer MAINTAINING INTEGRITY IN BUSINESS RELATIONSHIPS: AVOIDING
If You Report a Violation Receiving Gifts and Gratuities

You can report a violation without worry. If you make your report in good faith, you will The rules for gifts and gratuities put precautions in place to prevent any impropriety or
not face retaliation. damage to Express Scripts’ reputation, which is central to preserving our integrity.
Our policy forbids supervisors and other employees from punishing anyone who • Gifts From Patients or Clients. Never ask for or accept tips or presents from
reports a violation of the Code of Conduct or cooperates in an investigation of a patients or clients. If a patient, client or outside party wants to give you a
potential violation. This policy applies not only to employees but also to directors, monetary gift, refer the matter to your department manager or the Chief
vendors and agents of the company. Compliance Officer.
As long as you believe that the information you provide is true, you are protected. If • Gifts Influencing Decision-Making. Never accept a gift, favor, service or
you think you ’re a victim of retaliation, contact your department manager or the Chief entertainment if your acceptance could be viewed as influencing a business-
Compliance Officer, or call the Compliance Hotline, 888.422.0411. related decision or action. In addition, employees and directors of Express Scripts
If You Violate the Code may not attempt to influence the decisions of others by offering them money,
services or other things of value. This prohibition applies to, among others,
What can happen if you violate the Code of Conduct or related policies? purchasers, suppliers, customers and government officials. If you are aware of
such conduct, report it immediately to the Chief Compliance Officer or Legal.
1
Source: http://www.express-scripts.com/aboutus/codeconduct/ExpressScriptsCodeOfConduct.pdf

• Gifts From Existing Vendors. You may keep unsolicited, inexpensive (under $25) Offering, giving, soliciting or accepting any form of bribe is strictly prohibited. Nor is it
gifts from existing vendors, but if a gift’s value exceeds $25, you must fill out a acceptable to try to gain any advantage by offering inducements to do business of any
Gift Report form (see the Resources List inside the back cover). If a gift’s value sort.
exceeds $100, you can accept it only with permission from the Chief Compliance
On the other hand, you can provide gifts, meals and entertainment of nominal value to
Officer.
current and prospective clients, and to other business associates, as long as the
Use good judgment about accepting gifts. Avoid accepting anything with more nature and cost of the gifts are reasonable, consistent with all applicable laws and
than minimal value — gifts, meals, entertainment or services. To the extent approved by Express Scripts management.
possible, share any gifts with your co-workers. What if you’re not sure about
No Gifts From or for Pharma
accepting a gift? Talk with your department manager or the Chief Compliance
Officer, or call the Compliance Hotline. We have a zero-gifts policy with regard to pharmaceutical manufacturers. In other
words, you can’t offer or receive a gift, meal or entertainment of any value from a
• Vendor-Sponsored Entertainment. If a vendor invites you for a meal or
pharmaceutical company. Any waiver of this policy must be approved by the Chief
refreshments at the vendor’s expense, you may accept the invitation. You may
Compliance Officer, Deputy General Counsel or General Counsel.
also, with the approval of your department manager, accept vendor-paid
invitations to the theater, sporting events or other entertainment. In most COMPLYING WITH LAWS AND REGULATIONS
circumstances, a business representative of the vendor should be present.
• Soliciting Donations or Gifts From Outside Parties. Antitrust Laws
Soliciting donations or gifts in return for placement of business or other We must comply with antitrust and other laws regulating competition. Some actions
considerations is not allowed. This applies to purchasers, suppliers, customers, prohibited by these laws include:
government officials or others doing business with Express Scripts.
• Agreements with competitors to fix prices, allocate markets, rig bids or engage in
If you want to solicit charitable donations, you must have permission from your collusion (including price sharing)
department manager. The Employee Handbook, on ESInet, has additional
• Boycotts or refusals to deal with suppliers or vendors, including certain exclusive
information on solicitation and distribution at Express Scripts locations.
dealing and price-discrimination agreements
• Unfair trade practices, including bribery, misappropriation of trade secrets,
Your supervisor may establish stricter rules than those outlined above for your deception, intimidation and similar unfair practices
business unit regarding gifts and gratuities.
Inducements to Do Business: Proper or Improper?
Knowing where to draw the line is the key to maintaining appropriate business
relationships.

Anti-Kickback, Fraud and Abuse Express Scripts policies. Potential violations can be reported in several ways. You
may contact:
Healthcare anti-kickback, fraud and abuse laws provide important safeguards for the
government and clients, and it’s our responsibility to understand and uphold these • Your department manager
laws, which prohibit:
• The Chief Compliance Officer
• Direct, indirect or disguised payments in return for referring patients
• The Compliance Hotline
• Submission of false, fraudulent or misleading claims to any government agency
or third-party payer (including claims for services not rendered, claims that
mischaracterize the service provided, and claims that do not comply with Investigation of Reports
applicable program or contractual requirements)
Express Scripts will investigate all reports of suspected violations promptly and
• False representations in order to gain or retain participation in a program, or confidentially. The Chief Compliance Officer (or person appointed) will coordinate
obtain payment for a service findings from the investigations and recommend appropriate corrective actions to
management or the Board Compliance Committee. If asked to contribute to the
investigation, you must cooperate fully.
THE CORPORATE COMPLIANCE PROGRAM Corrective Actions
Training and Education If an investigation shows that a violation of the Code of Conduct or company policies
has occurred, Express Scripts will take corrective action. Depending on the infraction,
Training helps employees understand the regulations and policies that govern our consequences may include repaying inappropriately received funds, notifying
business. You are required to complete annual compliance courses, and you may be governmental agencies, imposing disciplinary action and implementing systemic
required to take specialized training related to your job responsibilities. changes to avoid similar violations in the future.
All new employees take the Employee Code of Conduct training near their date of Discipline
hire. Annual completion of a Code of Conduct course, which contains the annual Code
Disciplinary action may be taken against employees who violate the Code of Conduct.
of Conduct acknowledgement, is required of all employees as a condition of
The Chief Compliance Officer will assess the situation and recommend appropriate
employment. If you don’t complete the course and acknowledge the Code of Conduct
disciplinary action, as described within the Code of Conduct, with advice of the
each year, you may be subject to disciplinary action, up to and including termination.
Compliance & Ethics Advisory Council.
Depending on your job responsibilities, you may be required to take additional
Compliance Monitoring
compliance courses. You will be notified if specialized training is required.
The company aggressively audits and monitors compliance with the Code of Conduct
and the compliance policies. Monitoring is the joint responsibility of Compliance, Legal
You have an obligation to report suspected violations of the Code of Conduct or and Internal Audit.

458. Kimberly-Clark
2007 Sustainability Report1 Code of Conduct²
about Kimberly-Clark ETHICS IN CONDUCTING BUSINESS
good governance GIFTS AND ENTERTAINMENT

We remain committed to our founders’ values of quality, service and fair dealing. This Some of the most common ethical questions arise about gifts and entertainment. Our
has contributed to our success. Although business conditions change with time, our goal is to avoid all situations in which an employee’ s interest may conflict, or appear to
high ethical standards remain constant. conflict, with the company’s business interests. In particular, gifts and entertainment
should not be accepted if they will make you feel obligated to repaythe donor with
To secure the trust of our shareholders, employees and other interested parties we
corporate business or if you believe the donor feels he must provide the gift or
must manage our business responsibly. This means identifying and managing risks to
entertainment in order to obtain company business.
our success as well as seizing opportunities.
Gifts include money and tangible property, as well as services and discounts on
Our board of directors and senior management are accountable for ensuring good
purchases of goods and services.
corporate governance. K-C’s board of directors has 11 independent members, in
accordance with the New York Stock Exchange listing standards. Our Chairman and Accordingly, to avoid the appearance of a conflict of interest, gifts should not be
CEO is the only board member not considered independent. Our Audit, Nominating accepted beyond the level which is reasonable and customary under the
and Corporate Governance, and Management Development and Compensation circumstances of the business relationship. Any gift that does not meet this standard
Committees consist entirely of independent board members. The Nominating and should be returned to the sender with an explanation that it is against our policy to
Corporate Governance Committee periodically reviews our Corporate Governance accept such items. If you are in doubt about whether a gift is reasonable and
Policies. customary, you should consult your team leader.
Our Code of Conduct and corporate policies inform our employees that we expect Employees transacting business with vendors or suppliers on behalf of the company
consistent, ethical behavior and compliance with applicable laws. The Code and are not permitted to participate in sales incentive contests, games or promotions
policies apply worldwide. which confer personal benefits to the employee. For example, acceptance of a free
microwave oven by an employee who purchases a specified level of supplies on
Employees can report violations on our intranet website. Employees in 56 countries
behalf of the company would be a prohibited transaction. Free travel awards
can also report possible violations of the Code using an anonymous, 24-hour
accumulated under “Frequent Flyer” and similar programs offered by many airlines,
telephone hotline. Each year, we send out a notice to employees to remind them of
hotels and car rental agencies earned while traveling on Kimberly-Clark business may
the Code. In 2007, we received 31 reports via the Code of Conduct telephone hotline
be used for personal as well as business travel. However, an employee must not
or our intranet website. All were investigated; 16 were classified as founded, 15 as
request or modify flights or other arrangements for the purpose of accumulating
unfounded. Appropriate disciplinary action ranging from a reprimand to employee
additional points or mileage if such action would result in a higher cost to Kimberly-
termination was taken for all founded violations.
Clark or would not be in the best interests of the company.
1 Source: http://www.kimberly-clark.com/pdfs/2007SustainabilityReport.pdf
²Source: http://www.kimberly-clark.com/pdfs/Code%20of%20Conduct.pdf

No employee should give a gift beyond the level which is reasonable and customary
under the circumstances of the business relationship to any officer or employee of a
customer or supplier. Like gifts, entertainment beyond the level which is reasonable
and customary under the circumstances of the business relationship should also be
avoided.
GIFTS OR PAYMENTS TO GOVERNMENT PERSONNEL
Relationships with governments and governmental agencies and their employees are
subject to laws of the United States and other countries. Conseq uently, Kimberly-
Clark, its subsidiaries or equity affiliates and any of their officers or employees must
not authorize, offer or make any illegal gift or payment, directly or indirectly (such as
through third party consultants), to any government official or any employee of a
government, governmental agency or government controlled enterprise.
CODE OF CONDUCT VIOLATIONS
Violations of the Code of Conduct are serious offenses which may result in disciplinary
action, reprimand, suspension, dismissal or civil action by the company. In addition,
violations of the Code of Conduct which are also violations of law may result in fines,
penalties or other legal remedies.
RESPONSIBILITY FOR COMPLIANCE
Each employee is responsible for his or her own compliance with the Code of
Conduct. Questions of interpretation should be directed to your team leader or an
attorney in our Legal Department.
In addition, we all have a responsibility to be observant and to report violations of the
Code of Conduct to Kimberly-Clark’s General Counsel or its Executive Director of
Global Security at the addresses set forth below, or by using the Kimberly-Clark Code
of Conduct Line at the website or toll free numbers set forth below. Alleged violations
may be reported on an anonymous basis. All alleged violations will be fully
investigated and employees reporting any such matter in good faith should fear no
reprisal.
The General Counsel of Kimberly-Clark is the senior corporate officer responsible for
administration of the Code of Conduct.
1 Source: http://www.kimberly-clark.com/pdfs/2007SustainabilityReport.pdf

459. Sanyo Electric
Sustainability Report 2008 1 In order to deepen understanding of the Code of Conduct and Ethics among
executives and employees, Sanyo is continuing to implement compliance education
Management - Compliance programs for stratified training. In fiscal 2007, compliance training was carried out for
Sanyo regards compliance (the observing of applicable laws and internal rules and the the newly appointed Vice Presidents in the new management system taking effect in
acting on ethics) as an important basis for continuity of busine ss operations. In 2006, April 2008, and for the executives of Sanyo’s internal companies and headquarters. In
we established the Sanyo Electric Group Code of Conduct and Ethics, to be applied to fiscal 2008 and beyond, Sanyo will place importance on compliance for the
our executives and employees working at improvement and strengthening of its internal control system, while further reinforcing
compliance on a global management level.
Sanyo in Japan and all over the world. The Code of Conduct and Ethics provides
guidelines for day-to-day work and other corporate activities from the perspective of
compliance.
CODE OF CONDUCT²
We have established a compliance promotion system, led by the Chief Supervisor
(President) and the Compliance Officer (selected from among executives). In addition, Business Activities
compliance leaders appointed by head office, each internal company and each
headquarters play a central role in promoting compliance efforts. Compliance leaders Entertainment and Gifts
ensure adherence to the Code of Conduct and Ethics and prevent violation of laws
When providing or receiving entertainment or gifts we will act in accordance with the
and regulations.
company's rules, the customs of the region or country in which we are operating and
For early detection of and response to compliance-related issues, we have installed international norms.
Compliance Hotlines inside and outside the Company, as service desks to receive
inquiries from and offer consultations to our employees. The contents of inquiries and
consultations from employees are reported to Chief Supervisor and Compliance
Officer, and, based on their instructions, measures such as inve stigation and
assistance for improvement are forwarded. Corporate Governance³
Dissemination of Code of Conduct and Ethics to All Employees Compliance
We have published the Code of Conduct and Ethics for the countries and regions SANYO Group regards compliance (the observing of applicable laws and internal
where Sanyo’s subsidiaries and affiliated companies are located (15 languages), so rules and the acting on ethics) as an important basis for continuity of business
as to disseminate the Code to the Sanyo’s executives and employees worldwide. In operation. In 2006, we established the SANYO Electric Group Code of Conduct and
Japan, the Compliance Guidelines have been distributed internally in order to explain Ethics, to be applied to our executives and employees working at Sanyo all over the
the Code and present compliance-related cases. world. The Code of Conduct and Ethics provides guidelines for day-to-day work and
other corporate activities from the perspective of compliance.
1 Source: http://sanyo.com/environment/jp/pdf/pdf_data/kan2008_e.pdf
²Source: http://www.sanyo.com/corporate/profile/code.html
²Source: http://sanyo.com/corporate/profile/governance.html


We have established a compliance promotion system, led by the Chief Supervisor
(President) and the Compliance Officer (selected from among executives). In addition,
compliance leaders appointed by head office, each division play a central role in
promoting compliance efforts. Compliance leaders ensure adherence to the Code of
Conduct and Ethics and prevent violation of laws and regulations.
Compliance Promotion in Specific Areas
Compliance involves various areas, among which we have designated key
compliance areas that require Group-wide commitment. These key areas include
compliance with anti-trust law, export control, personal information protection, product
quality and health and safety. For each of these key areas we have developed internal
rules, according to which management is exercised.
Compliance hotlines
For early detection of and response to compliance-related issues, we have installed
Compliance Hotlines inside and outside the Company, as service desks to receive
inquiries from and offer consultations to our employees. The contents of inquiries from
employees and consultations are reported to Chief Supervisor and Compliance
Officer, however, based on the guidance, measures such as investigation and
assistance for improvement are forwarded.

460. Marks & Spencer
Code of Ethics 1 standards. Any wrongdoing by the Company, its employees or other stakeholders
should be reported.
Improper Payments / Receipts
We believe that it is essential to create an environment in which employees feel able
You may not offer or accept any payments, gratuities or gifts in order to obtain, retain to raise concerns internally without fear of disciplinary action being taken against them
or conduct business in any jurisdiction in which we operate. This includes any sort of as a result of any disclosure. Effective and confidential whistleblowing channels will be
facilitation payments, kickbacks or bribes. maintained to handle enquiries and conduct investigations as required.
When approved by senior management of the Company a gift of reasonable value The Public Interest Disclosure Act 1998 protects employees from dismissal or other
may be made to a good supplier by way of thanks. However the gift should not be disciplinary action when they report wrongdoing by their employers. It aims to promote
solicited, nor should an employee accept a gift in return. greater openness between employers and employees in the workplace. We believe
Employees should not get involved in any business transactions that result in personal that those who report wrongdoing should not be victimised.
benefit. What to do
Nor should they use their position as a Marks & Spencer employee to get discounts Where you wish to make an enquiry or disclosure concerning any matters relating to
from contractors/suppliers unless they are corporate agreed discounts notified and this code you can:
made available to all employees, or do personal business, unless expressly
authorised by management. • Discuss the concern with your line manager. They have a responsibility to listen
and respond to any matter that is of concern to the employee.
Further guidance can be found in the Corporate Ethics section of the employee Terms
and Conditions. • Contact the senior manager / senior finance individual in your business unit/store
if the above course of action is not appropriate.
Suppliers
• Raise the issue via the Company’s Connect-to-Protect helpline on 08000 150281
Marks & Spencer sources products from around the world, respecting third party rights – they will provide advice on the best course of action.
and design integrity in order to provide customers with the best quality products at
competitive prices. We work in partnership to ensure that all our suppliers comply with • For matters where it is not appropriate to raise the issue with the above you may
the requirements of our Global Sourcing Principles and over time adopt the elect to raise the matter with the Corporate Governance function (e-mail the
recognised international standards contained in the Ethical Trading Initiative Base Company Secretary on companysecretary@marks-and -spencer.com).
Code. We never give or accept improper payments or gifts in order to conduct
business anywhere in the world.
There may be matters that cannot be dealt with internally and external authorities will
Employee’s Responsibilities – Guidance and Whistleblowing need to become involved. Where this is necessary, the Company reserves the right to
Marks & Spencer aims to conduct business with the highest standards of honesty and make a referral on your behalf without your consent. The Company recognises that
integrity. Therefore, we should all share this aim in order to maintain the same there may be some cases where no wrongdoing is found through internal procedures.
In such cases, if the disclosure is reasonable, made in good faith and the information
1 Source: http://corporate.marksandspencer.com/documents/specific/investors/governance/code_of_ethics.pdf

believed to be true, protection will be given and no disciplinary action will be taken.
Reporting
The Chief Internal Auditor will report information on whistleblowing claims and
investigation results to the Audit Committee of the Group Board on an annual basis.
Consequences
Failure to comply with the code will result in disciplinary procedures being rigorously
applied that may result in dismissal from the Company. In instances of fraud,
individuals will be prosecuted and the Company will seek to recover losses.

462. Oracle
ORACLE CORPORATE CITIZENSHIP REPORT 20081 immigration, general commercial or government contracting, discrimination or
harassment, workplace violence, and other activities that may violate the code.
Global Workforce
Code of Ethics and Business Conduct

Oracle’s Code of Ethics and Business Conduct articulates the behavior required of all Oracle Code of Conduct²
employees globally, and it generally addresses the following:
• Compliance with Laws and Regulations: Employees are expected to abide by
laws that apply to our business wherever we operate. No Illegal Payments or Economic Boycotts
• Business Conduct: Employees are obliged to conduct internal and external
Oracle prohibits making or offering bribes, kickbacks, or payments of money or
business fairly and ethically.
anything of value to government or public international organization officials, political
• Relationships: Employees are expected to interact respectfully with one another, parties, candidates for political office, or to any other third party for the
our customers, suppliers, and host communities.
purpose of obtaining or retaining business for Oracle, or otherwise in connection with
Oracle’s business operations. This includes giving money or anything of value to any
third party where there is reason to believe that it will be passed on to a government
To help employees understand and uphold the code, Oracle offers mandatory online
official for this purpose. See also "Dealing with Government " below.
courses, including:
Oracle may not participate in any economic boycott not sanctioned by the United
• Ethics and Business Conduct: This course trains employees to apply the code in
States government. Oracle may not provide information that could be construed to
their daily working lives.
further unsanctioned boycotts and must report any request to do so to the United
• Sexual Harassment Awareness: This course teaches employees to recognize States Department of Commerce.
and report actions that may constitute sexual harassment.
Oracle has issued a Foreign Corrupt Policies Act Policy and a Foreign Economic
• Data Privacy Awareness: This course delineates how our customers’ and Boycott Policy, both of which are available on the Oracle Legal Department website at
employees’ personally identifiable information should be handled. http://legal.us.oracle.com. These policies provide specific guidelines to ensure that
Oracle complies with local laws as well as the Foreign Corrupt Practices Act and
foreign economic boycott laws of the United States. These United States laws apply to
Oracle also maintains a helpline for employees who have questions about or who Oracle and its employees, representatives, subsidiaries and agents worldwide.
witness or suspect a violation of the code of conduct. The helpline addresses Questions or requests for information regarding the Foreign Corrupt Practices Act or
concerns relating to conflicts of interest, antitrust, auditing and accounting, insider the antiboycott laws should be addressed to the Oracle Legal Department (userid:
trading, political contributions, use of confidential information, export controls, legal.us@oracle.com).
1 Source: http://www.oracle.com/corporate/community/corporate-citizenship-report-2008.pdf
²Source: http://www.oracle.com/corporate/community/governance/cebc.pdf

Dealing with Government In any case, business courtesies offered cannot be construed as intended to influence
the judgment of the recipient so as to secure unfair preferential treatment. A final test
[…] Employees are prohibited from providing or receiving anything of value, directly or
of appropriate business courtesies is whether public disclosure would be
indirectly, for the purpose of obtaining or rewarding favorable treatment, including
embarrassing to Oracle or the recipient.
influencing a procurement action. Employees having influence on procurement
decisions must be careful to avoid actual or potential conflicts of interest and may be Business Courtesies that may be Received
required to certify from time to time that they have not violated, and do not know of
Gifts Oracle employees generally may accept unsolicited gifts or other business
any other employee who has violated, these prohibitions. See also "Business
courtesies from actual or potential customers, suppliers or other business partners
Practices" above. In the United States, federal appropriated funds shall not be used to
provided they are not of material value and are not given with the purpose of
pay anybody to influence, or attempt to influence, anyone employed by the Executive
influencing one’s judgment. It is never appropriate to solicit gifts or other courtesies,
or Legislative Branches, including members of Congress and their staffs, in
directly or indirectly. If you are offered a gift or other business courtesy of material
connection with the award of government contracts or contract mo difications. […]
value from an individual, firm, or representative of a firm who has or seeks a business
ORACLE AND ITS BUSINESS CONDUCT POLICIES relationship with Oracle, you must demonstrate that the gift could not be construed as
an attempt by the offering party to secure favorable treatment and obtain written
Business Courtesies that may be Extended approval from the Senior Vice President of your organization and from your
designated Business Conduct Officer before accepting the gift. Oracle recognizes that
Furnishing meals, refreshments, and entertainment in conjunction with business in some parts of the world gift giving is common practice and not accepting a gift could
discussions with non-government personnel is a commonly accepted practice. Oracle reflect badly on Oracle. Even in those instances, however, where the gift is of a
employees may furnish meals, refreshments, or entertainment appropriate to the material value, you must obtain the written approval of your Senior Vice President and
circumstances. The furnishing of meals, refreshments, or entertainment, however, your designated Business Conduct Officer before accepting the gift.
must not violate the standards of conduct of the recipient’s organization or of any
Except for loans from recognized banks and financial institutions which are generally
contractual agreement with a customer. Employees are responsible for familiarizing
available at market rates and terms, you, or any member of you r family, may not
themselves with any such standards imposed by the customer and for complying with
accept from an individual or firm doing or seeking business with Oracle any loan,
them. Oracle prohibits gifts to any private individual, firm, or entity as a means of
guarantee of loan, or payment. Similarly, Oracle employees may not accept finders’
improperly inducing business.
fees, referral fees or other incentive payments or perquisites from third parties to
Employees who make and employees who approve expenditures for meals, whom Oracle may refer business, including, for example, Oracle Alliance members
refreshments, or entertainment must use discretion and care to ensure that such and leasing companies. Generally, incentive programs offered by third parties are
expenditures are in the ordinary and proper course of business and could not discouraged. Any such incentive programs must be approved by the Executive Vice
reasonably be construed as bribes or improper inducement. President of the relevant organization and the Senior Vice President of Human
Resources.
Oracle’s standards for dealing with government officials are more stringent than the
standards for commercial transactions. See the discussions of "Business Practices " Entertainment Oracle employees may accept occasional meals, refreshments, or
and "Dealing with Government " above. other entertainment appropriate to the circumstances in connection with normal

business discussions. Again, it would not be appropriate to accept such favors if they Managers with Human Resources will investigate any suspicion that unethical or
were offered solely to influence your business decision. If an individual or firm doing or illegal activities are taking place, or will call upon the appropriate Business Conduct
seeking business with Oracle offers you entertainment that is more than modest or Officer for assistance. A final determination will be reached, and appropriate corrective
routine, obtain the necessary approvals as set forth above befor e accepting. action taken, whenever cases of possible misconduct are reported.
Every employee is personally responsible for ensuring that acceptance of any Every employee’s cooperation is required in assuring that violations of this Code are
business courtesies , gifts or entertainment is proper and could not reasonably be called to the attention of those who should be informed. It must be clearly understood
construed as an attempt by the offering party to secure favorable treatment. that adherence to these policies carries the highest priority worldwide.
THE FOLLOW-THROUGH Compliance and Discipline
To ensure continuing attention to matters of ethics and business conduct on the part The strength of Oracle is its people. Oracle is fortunate to have a talented and
of all Oracle employees, Oracle has appointed as Business Conduct Officers the chief energetic group of employees throughout the world. We trust that each of you will
Legal officers for each of Oracle ’s Divisions (Americas, EMEA and Asia/Pacific). If you recognize that we must adhere to the standards of this Code if we are to be the leader
are uncertain as to the designated Business Conduct Officer for your Division, contact in our field.
your local Human Resources or Legal representative. The designated Business
Though we are confident that we can count on every member of the Oracle team to do
Conduct Officers are also listed on the Oracle Legal Department website at
his or her part, we would be remiss if we did not state categorically that deviations
http://legal.us.oracle.com. Each Business Conduct Officer is charged with
from our business conduct standards will not be tolerated. Disciplinary action will be
responsibility for resolving business conduct and ethical concerns that arise in
taken against any individual violating these standards. Specifically, disciplinary action
connection with Oracle ’s business.
will be taken against any employee who is found to have authorized, condoned,
Employees are required to report any conduct that they believe in good faith to be an participated in or concealed actions that are in violation of these standards; against
actual or apparent violation of the Code. Oracle strongly encourages employees to any manager who disregards or approves a violation, or who, through lack of diligence
work with their managers in making such reports and, in addition, provides to in supervision, fails to prevent or report violations; and against managers who
employees the right to report such violations directly to a Business Conduct Officer, as retaliate, directly or indirectly, or encourage others to retaliate , against an employee
appropriate. Prompt reporting of violations is in the best interest of everyone. Reports who reports a potential violation of these standards. Because these standards are
by employees will be handled as confidentially as possible. No employee will suffer very important to our corporate values, the only appropriate response to a deviation
retaliation by Oracle because of a report made in good faith. from them may be termination of employment.
All managers are to maintain an "open door" policy with regard to employee questions The Oracle Code of Ethics and Business Conduct places Oracle in the forefront , with
including those of business conduct and ethics. They are to make themselves those corporations throughout the world that emphasize the importance of quality
available to employees who have such questions. Employees are reminded to raise a business conduct and solid business ethics. Our standards can only be met with the
question of moral standard or ethical behavior before it happens, rather than cooperation of Oracle’s employees, long recognized as Oracle’s most valuable asset.
afterwards. Never hesitate to talk to your managers, no matter how small or Through your efforts, Oracle and The Oracle Code of Ethics and Business Conduct
insignificant an issue may seem. set the standard for others to follow.

465. AutoNation
Business Ethics Program 1 Examples of more routine workplace issues include work schedules and smoking or
dress code violations. In contrast, concerns about deceptive or fraudulent sales
Gifts, Gratuities and Entertainment practices, sexual or other harassment, or illegal discrimination, for example, are not
AutoNation does not want the receipt of gifts, gratuities or favors to interfere with our considered routine. Any suspected or known violations of law or AutoNation policy
ability to make decisions solely in the best interests of AutoNa tion. No associate may should be reported immediately.
accept a business -related gift that exceeds $250 in value without receiving the If you have further questions or wish to report violations of the law, or of AutoNation’s
approval of the associate ’s manager. Business Ethics Code or Policies, you should contact corporate or region
AutoNation associates may offer or accept only infrequent meals, entertainment or management or Human Resources, the Legal Department or a member of the
gifts of reasonable value that are customary and commonly accepted business Business Ethics Committee. You can also report violations by calling the AutoNation
courtesies. Gifts in cash are never to be offered or accepted. Offering, giving, soliciting ACT-AlertLine. Reports regarding Accounting Issues should be made by email to
or receiving any form of bribe or other inducement is prohibited . businessethics@autonation.com or in writing to the Audit Committee, c/o Corporate
Secretary, AutoNation, Inc., 110 SE 6th Street, 29th Floor, Fort Lauderdale, FL 33301,
Procurement and can also be made to the ACT-AlertLine. Reports will be treated confidentially to
AutoNation purchases and leases millions of dollars worth of goods and services the extent reasonably possible, given the need to conduct an investigation and
every month. The Company purchases products and service based on price, quality, appropriately resolve any issues. Reports to the ACT-AlertLine may be made without
timeliness of delivery and general merit, regardless of the manufacturer or provider. giving your name, although identifying yourself makes the follow-up investigation
Kickbacks, group boycotts, restrictive agreements, and exclusive dealing agreements easier. Complaints or concerns regarding Accounting Issues will be forwarded to the
are strictly forbidden. Company’s Audit Committee in accordance with applicable procedures.
Reporting and Investigating Violations and Seeking Guidance Non-Retaliation
AutoNation requires all associates to report violations of AutoNation’s Business Ethics Any reports of suspected or known violations of the law, the AutoNation Business
Program or any applicable law. In addition, we are each responsible for promptly Ethics Program or the Business Ethics Policies will be investigated appropriately. The
reporting complaints or concerns regarding accounting, internal accounting controls or Company prohibits retaliation against associates for making a good faith report of
auditing matters (“Accounting Issues”). AutoNation appropriately investigates all such suspected misconduct. Examples of retaliation include making untrue reports or
reports. The Company strictly prohibits any retaliation for making good faith reports of statements about that individual, harassment, demoting or firing an associate, or
suspected or known violations of the law or the Business Ethics Program. withdrawing benefits because of the associate’s making a good faith report.
As part of our Open Door Policy, you should direct routine workp lace issues or Business Ethics Program Discipline
questions on a particular policy first to your manager--or to another manager with Discipline, up to and including termination, may be imposed for violating either the law
whom you feel comfortable speaking--or to Human Resources, unless your concern or the AutoNation Business Ethics Program, which includes the Code of Business
involves the manager or other management, or is a violation of law or the Business Ethics and Business Ethics Policies. Discipline is to be applied in a reasonable and
Ethics Policies. consistent manner. Disciplinary decisions depend on many factors, however, and the
1 Source: http://media.corporate-ir.net/media_files/irol/85/85803/CodeofEthicsProgram.pdf

appropriate form of discipline is specific to each situation. Determining whether there

is a violation of the law or the Business Ethics Program is, perhaps, the most
important step in enforcing the Business Ethics Program. All reported violations will be
investigated appropriately and treated confidentially to the extent reasonably possible.

466. Loews
Code of Business Conduct and Ethics1 the Company’s General Counsel, Gary Garson, at (212) 521-2932
(ggarson@loews.com); or
Improper Payments are Prohibited
• If your concerns or complaints relate to the Company’s financial, accounting,
The purpose of business entertainment and gifts in a commercial setting is to create internal controls or auditing activities, then –
good will and sound working relationships, not to gain unfair advantage with
customers, suppliers or others with whom we do business. You should never give, - you may raise them with the Company’s Vice President of Internal Audit,
offer or accept a gift, entertainment or other item of value unless it: (1) is not a cash Robert Crook, at (212) 521-2576 (rcrook@loews.com); or
gift, (2) is consistent with customary business practices, (3) i s not excessive in value, - you may utilize the special Audit Committee procedures for complaints
(4) cannot be construed as a bribe or payoff and (5) does not violate any law or regarding accounting, internal accounting controls and auditing matters,
regulation. You should take particular care to avoid accepting any favor or anything of which have been adopted by the Audit Committee of the Board for this
value which could reasonably be interpreted as influencing your judgment in purpose.
performing your duties for the Company. In addition, there is a wide variety of federal,
state, local and foreign laws governing the offering or making of gifts, payments,
favors and other gratuities to a government official and you mus t comply with those Accountability for Adherence to this Code
laws. If you are uncertain about the propriety of any gift or payment, you should
consult the Company’s Law Department. As a condition of your employment with the Company, you accept the responsibility of
complying with the policies set forth in this Code. If you violate any of these policies,
Reporting Procedures; Compliance with this Code you will be subject to disciplinary action, including suspension or termination of
You are urged to promptly report illegal or unethical behavior, including financial employment for cause, or other legal action if appropriate under the circumstances.
misconduct and other violations of this Code. If you wish, your concerns or complaints This Code is not intended to and does not create a contract of employment between
will be kept confidential and your identity will be kept anonymous, though we may be you and the Company, nor does it guarantee that your employment with the Company
required by law to reveal this information in some circumstances. We will not allow will continue as long as you comply with its policies.
retaliation against you if you report misconduct by others in go od faith.
The following are some guidelines you may follow in reporting violations of this Code
or other misconduct, or if you are unsure about how to handle a situation:
• You are encouraged as a first step to speak openly and freely to your supervisor
or department manager;
• If for any reason you are not comfortable approaching your supervisor or
department manager or you are not satisfied that your complaint has been
handled fairly or appropriately, then you can contact the Company’s Director of
Employee Relations, Richard Seifert, at (212) 521-2523 (rseifert@loews.com) or
1 Source: http://www.loews.com/loews.nsf/ethics.htm

468. Henkel
Sustainability Report 2008 1 Zero tolerance for violations of regulations

Henkel’s interests can never be served by actions that violate rules and regulations.
Values and Management
We carry out regular audits to ensure that our standards are implemented at our
production and administration sites, and, increasingly, we also audit our
Clearly communicated requirements
subcontractors and logistics centers.
Henkel operates in a variety of markets and regions with diverse legal systems, social The audits are a key instrument for identifying risks and potential improvements and
standards and customs. To establish a uniform understanding of our corporate values play a crucial role in the transfer of knowledge.
and behavioral rules among our employees, the staff members responsible for human
resources and communications in the different countries have developed appropriate In the course of audits by the Corporate Internal Audit department, some 1,800
training and communication activities. In the USA, for example, all new employees individual actions were agreed in 2008 with employees in Accounting, Purchasing,
must participate in an interactive online training course on the Code of Conduct. Sales/Distribution, Marketing, Information Technology and Production, in order to
Regular seminars organized by the Corporate Internal Audit department familiarize make processes and work-flows even safer and more efficient. Audits focusing
our top managers worldwide with Henkel’s corporate standards. In addition, articles in specifically on safety, health and environment were carried out at 21 sites, and 266
employee newspapers explain in detail the behavioral rules and their significance for binding corrective actions were initiated. Implementation of the agreed actions and the
the Company. Newsletters for special target groups make a further contribution to widespread communication of examples of best practice are steered and monitored by
knowledge transfer. In 2008, training focused mainly on safety, environment and our auditors. In addition to the audits, the results of specific surveys – e.g. concerning
health matters page 21, as well as on antitrust laws and on figh ting corruption. “especially dangerous processes in Production” – highlight areas requiring
improvement measures and programs.
Last year, more than 3,000 employees in all regions where Henkel operates received
training in antitrust legislation. Furthermore, we have incorporated the subject of Since 2007, our reporting and complaints channels have been augmented by a
compliance in all seminars of the Henkel Global Academy and in our management compliance hotline, which was set up to enable employees to report major
seminars, as well as in the official welcoming seminar for new managers. infringements of our codes and standards. It is run by an independent external
provider. In particular, it should be used when incidents cannot be cleared up directly
Concrete instructions to supplement the Code of Conduct with the employee concerned or a supervisor. Regular evaluations show, however,
In November 2008, the Henkel Management Board approved detailed guidelines to that the established internal reporting channels and direct contact points in the
supplement the Code of Conduct. These guidelines provide instructions for our Company are used much more frequently than the hotline.
employees on how to handle situations involving business-related conflicts of interest, Infringements of our codes and standards are thoroughly investigated. Depending on
gifts, and individual invitations. They underline the strict ban on all forms of bribery their nature and gravity, there may be far-reaching disciplinary consequences for the
and other undesirable business practices. The guidelines were distributed to all individuals concerned. In 2008, besides written warnings, there were 36 dismissals for
Henkel employees worldwide. They are intended to provide concrete assistance and serious misconduct.
reliable instructions for making decisions, especially in everyday situations
1 Source: http://www.henkel.com/com/content_data/106983_2009.02.25_sustainabilityreport_en.pdf

Suppliers and other business partners Code of Conduct 1
Status of supplier assessment and key areas for the future Treatment of business partners, public officials and other representatives
Since 2007, we have been assessing our worldwide suppliers and other business We expect our suppliers and service providers to respect our ethical standards,
partners systematically in terms of uniform sustainability criteria. We have surveyed including the principles of the Global Compact, and to act accordingly.
our suppliers and other business partners on the topics of safety, health, environment, Within the marketplace, Henkel enhances its standing through the quality and value of
quality, human rights, employee standards, and anti-corruption, while communicating its innovative products and services. We make decisions on the basis of known
our expectations at the same time. As the survey turned out to be more difficult than economic criteria, within the bounds of relevant laws, standards and norms.
expected, we failed to achieve our aim of assessing 80 percent of our global
purchasing volume of 5.7 billion euros in 2007. We therefore continued the survey in We are honest in our dealings with others, obeying all applicable laws and
2008 and have so far assessed 70 percent of our suppliers and other business corresponding regulations governing fraud, bribery and corruption, and avoiding even
partners for raw materials and packagings. the appearance of a conflict of interest.
While 38 percent of the suppliers and other business partners satisfy our sustainability Acceptance and granting of incentives, gifts and favors
criteria, we have agreed improvement measures concerning individual criteria with a To retain the trust of others and sustain long-term relationships, we recognize the
further 60 percent. We found that two percent pursued unacceptable business need to avoid even the appearance of a conflict between personal interests and the
practices and have therefore initiated the termination of our business relationship with interests of Henkel. As employees of Henkel, we acknowledge our responsibility to
these suppliers. conduct ourselves in a manner that ensures that no personal dependencies,
From 2009, we intend to focus to a greater extent on opening up new purchasing obligations or commitments arise. We may not permit ourselves to be influenced in
markets outside the OECD member states. This will not affect the demands we make our business decisions and actions by either gifts or any other type of benefit or
on our suppliers and other business partners. To communicate our expectations with incentive. It is recognized that giving or accepting such gifts could put Henkel at legal
regard to sustainable business practices to new business partners in these markets, risk, while also undermining our customer relationships and reputation.
we will be introducing a Henkel supplier code in 2009, as a basis for all contractual To this end, no employee of Henkel may, in the course of their business activity, either
relationships. directly or indirectly, demand, accept, offer or grant incentives or rewards that would
In 2008, we already created sector-specific questionnaires to pursue our supplier be unethical. This applies with respect to individuals, companies and also public
assessments still further. institutions.
Moreover, we aim to increase the percentage of our purchasing volume sourced from In particular, no inducements whatsoever may be offered or granted to any holder of
audited suppliers year by year until 2012. We provide special support to strategically public office, either at home or abroad. This applies to all types of favor, benefit, gift
important suppliers, helping them to develop further. www.henkel.com/sr2008 8 16 and payment, or any other consideration.
The only recognized exception is that of generally accepted customary, occasional, or
1 Source: http://www.henkel.com/com/content_data/Code_of_Conduct.pdf

promotional gifts of small value, in keeping with local mores and customs. Also Reporting violations
permitted are acts of hospitality and other favors provided they are legally permissible
Violations of the law, the Henkel Code of Conduct or other Company policies can be
and of verifiable small value. In order to preclude any suspicion of any attempt to
raised with your supervisor, human resources or audit representative, or a Company
influence business decisions, strict standards are applied when judging the value of a
attorney.
consideration and when deciding whether the consideration is in line with local mores
and customs. Any reports must be in line with the law. Anyone who consciously makes false
statements regarding another person may commit a criminal offense.
Approval
Reprisals
If employees intend to offer someone a gift or favor, and if they have even the
slightest concern as to whether this could influence a decision, they must ask the The Company will not discharge, demote, suspend, threaten, harass, or in any other
recipient to have acceptance approved by the latter’s supervisors. If the recipient manner, discriminate against an employee who reports a violation. Henkel will also not
refuses to do this, this should be regarded as an indication that they themselves find tolerate any attempts whatsoever to prevent employees from reporting such matters.
the gift inappropriate.
Employees of Henkel are likewise required to obtain approval from their supervisors
for the acceptance of gifts or favors where any doubts as to the ir propriety exist.
Money laundering Conflicts of Interests, Gifts and Entertainment, Bribery and Improper
Dealings 1
No employee shall, either alone or in concert with others, perfo rm any activities that
contravene domestic or foreign regulations governing money laundering. In the event All Henkel employees are expected to have undivided loyalty to the company. We
of doubts as to the propriety of transactions that involve the transfer of cash, the make decisions in our company’s best interest and seek to avoid situations where our
relevant financial department should be consulted at an early stage. personal interests or outside influences would conflict or appear to conflict with those
of the company.
Reporting violations, enforcement, sanctions
The provisions of this Code of Conduct represent the fundamental components of
Henkel ’s corporate culture. This document should, however, not be misinterpreted as A conflict of interest arises when an employee’s personal, social, financial, or political
providing a basis for demanding that Henkel adopt a certain mode of behavior. We, activity may interfere, or has the appearance to interfere, with his or her loyalty or
the employees of Henkel, acknowledge that employees who violate any laws, objectivity to Henkel. Conducting Henkel’s business in an honest and ethical manner
regardless whether they are subject matters of our Code of Conduct or other requires an appropriate handling of real or apparent conflicts of interest. If a conflict of
Company policies may be disciplined up to and including termination of employment. interest has arisen, or if the potential for a conflict of interest exists, the matter should
Henkel supervisors may also be disciplined for failing to detect a violation in their area be disclosed to your Supervisor or to your Corporate Compliance Representative.
if, in the judgment of the Company, the failure resulted from inadequate supervision of
employees.
1 Source: http://www.henkel.com/com/content_data/103735_Code_of_Conduct_Appendix_en.pdf

Common Examples of Conflicts of Interests need approval. The same applies for investments in publicly traded companies or
mutual funds or similar pooling of securities which do not serve specific interests
• Employment and affiliations outside Henkel. A second job providing services to or
of an individual investor.
consulting with organizations doing business with or directly competing against
Henkel may create a conflict of interest and must be approved by your
supervisor. Activities or engagements of this kind would never be permissible if
Please note that these rules also apply to business contacts with potential suppliers
such work or services were for a company you interact with as part of your job.
and potential customers accordingly.
• Employment of Close Relatives. If a close relative works for a customer,
General Guidance
competitor or supplier of Henkel, and if the relative may be involved with you as
part of your job responsibilities, you should promptly notify your supervisor Any apparent conflict of interest should be fully explained to your Compliance
(ExCom Member level required) or your Compliance Representative. As a rule, a Representative or your supervisor (ExCom Member level required) so that prior
relative should not have a business relationship with you in your capacity as a written permission is obtained. If you are uncertain about priorities or about your
Henkel employee, anyone working in your business unit, or anyone reporting to conduct in a potential conflict of interest situation or business relationship, you may
you. consider what your answers would be to the following questions, and approach your
Compliance Representative for further advice, if one of the answers is “Yes”:
• Internal Employment of Relatives. If internal employment of relatives elsewhere in
the company, or a relationship of a personal nature may interfere with your duties • Would my activity affect or appear to affect any decision I will make for Henkel?
or may raise a conflict of interest, your supervisor (ExCom Member level
• Might others inside the company or my co-workers think it could affect my
required) or your Compliance Representative should be informed so that
judgment or influence my job duties?
management may change the reporting or working relationship or take further
appropriate steps to address the situation. • Would I be embarrassed if someone outside the company, including Henkel’s
customers, suppliers, or my friends and family, learned about my activities from
• Boards of Directors. Occasionally, accepting a position to serve on the board of
the media?
directors of another organization (including positions in non-profit organizations),
may raise a conflict of interest. Prior to accepting such a position, written approval
from your supervisor (ExCom Member level required) or your Compliance
Representative is required.
As employees of Henkel, we are in contact with various suppliers and customers vital
• Investments. Employees’ investments may raise a conflict of interests if made in
to Henkel’s success. Accordingly, relationships with suppliers, customers and other
competitors, customers, or suppliers of Henkel. Prior written approval of your
third parties require clear commitments to fair dealing and sound business decisions.
Supervisor (ExCom Member level required) or your Compliance Representative
is required, if the investment is substantial and may influence your judgment as a The exchange of gifts and entertainment of an excessive nature may have an impact
Henkel employee. An investment in a public company of less than 1% of the on our ability to make decisions free of any conflict of interests. Gifts and
outstanding equity securities value is not regarded as “substantial” and would not

entertainment of a nominal nature ordinarily would not create a conflict or create the consistent with local law, industry, and business practice, are acceptable: inexpensive
appearance of impropriety provided that local business practice and customs allow the promotional items, “logo” pens, calendars, caps and the like, flowers, a fruit basket, a
offer and acceptance of inexpensive gifts or mementos and modest entertainment. book or comparable items, a small collection of product samples, occasional meals,
Extravagant gifts and entertainment are never acceptable. In the rare event that a ordinary sport event, theatre or other cultural event (any entertainment, but only if
legitimate business reason or local business practice allows acceptance of a gift of customer is in attendance).
significant value, it becomes property of Henkel and must be delivered to the company
For any entertainment offered to you in excess of a market value of €300 in the single
for use, display or other disposition. Upon his request, Henkel may decide to sell the
case (or from any one source in a year) you may wish to get prior written approval
gift to the employee, who forwarded the gift to the company.
from your Supervisor (ExCom Member level required) or your Compliance
Gifts and Entertainment Definition Representative. The same applies if you are offered travel or entertainment lasting
more than one day or a limited public access/contingent special event entertainment
Generally, gifts and entertainment mean anything of value. The l ist of potential items
(for example, “Soccer Worldcup”).
may be endless and the following examples are for illustrative purposes only:
Generally, if you are considering accepting or approving a gift or entertainment, even
• Gifts:
if within the limits mentioned above, you should always consider the following issues:
Cash or cash equivalent, discounts or favourable terms on products or service
• Would the gift or entertainment likely influence your objectivity?
(except, if granted to all Henkel employees), loans, prizes, transportation, use of
vehicles, use of vacation facilities, gift certificates, stocks, watches, calendars, • Is the gift or entertainment linked to a business purpose?
pens or other promotional items and accessories, etc.
• Would your acceptance/approval set precedents for other employees?
• Entertainment:
• Would you expect to receive negative feedback in case your acceptance/approval
Business meals, sports events, opera, hotel arrangements, etc. were made known to other Henkel employees or to the public outside your
company, or to your friends or your family?
Appropriate or Inappropriate Gifts and Entertainment

Inappropriate Gifts and Entertainment
Henkel has developed two general categories defining appropriate and inappropriate
gifts and entertainment. In a number of cases, the acceptance of gifts or of entertainment is inappropriate or
wrong and Henkel employees are requested to never accept or approve it:
Gifts and Entertainment - customarily allowed or allowed with Prior Approval
• if the gift is cash or cash convertible or cash equivalent, for instance, any kind of
Gifts and entertainment which are allowed and do not require special approval must
money transfer, bank check, loan etc; or
be nominal in value (estimated value up to €50.-) and considered a matter of common
business courtesy under local business practice. Entertainment must be linked to a • if the gift or the entertainment would be illegal or would result in violation of laws;
valid business purpose. As a rule, the following modest expressions of goodwill, if or

• if the acceptance of a gift or of entertainment would be – or could be regarded as Anti-Corruption compliance - restrictions for gifts, entertainment or other
- anything “quid pro quo,” or favours to Government Officials
• if the gift or entertainment would embody an activity being regarded as immoral or As employees of Henkel, we strictly restrain from offering money or anything else of
would violate mutually accepted principles of respect, religions or cultures value, directly or indirectly, to government officials to avoid influencing, or appearing to
(including, but not limited to, sexually orientated activity); or influence, official decisions and actions. Most countries around the world have
adopted anti-bribery-laws, providing fines, criminal penalties (including possible
• if the gift or entertainment would violate the offering employer’s standards, rules
imprisonment) and costly enforcement actions as well as high damage penalties
or regulations.
against both the Company and its employees found guilty or being involved in bribery
activity. Further, activities violating anti-bribery laws may severely damage Henkel’s
reputation and the reputation of Henkel’s employees and may lead to the vicarious
Procedure Upon Receiving an Inappropriate Gift
liability of innocent third parties. For the purpose of this provision, the term
Any gift that you receive that would be wrong or inappropriate according to the “government official” shall include any individual working at a local, state or national
principles described above, must be returned immediately and your Supervisor governmental entity or agency or other institution and having a status similar to
(ExCom Member level required) or your Compliance Representative should be government officials by pertinent law, and their families in a broad sense.
informed accordingly. Where appropriate and in order to prevent further impropriety, a
General Guidance
letter to the donor may be issued addressing Henkel ’s policy with respect to gifts.
• No Henkel employee may promise, offer or provide any gift or other contributions
Offering Gifts and Entertainment to Third Parties
of whatever value, kind and nature, to government officials, directly, indirectly or
Henkel ’s rules for acceptance of gifts and entertainment described above are also through an intermediary.
applicable when gifts and entertainment are offered by Henkel employees to suppliers
• No Henkel employee may provide meals, travel and entertainment to government
and customers, or other third persons having a business relationship to Henkel. The
officials, directly, indirectly or through an intermediary. The sole exception to the
guidelines just mentioned also apply to Henkel employees who make gifts to third
foregoing rule may be those instances where the meal, entertainment and
parties so that:
transportation is occasional and
• no gift should be made in value in excess of the limits described above, and
- directly and in good faith linked to a valid business event involving the
• entertainment, if its nominal value exceeds €300 (or lower amount is consistent Government Official in his or her official activity,
with local business practise) in a single case or to any one person or organization
- is of reasonable, moderate value, and
in a year, should not occur.
- upon careful consideration, if strictly consistent with local laws and local
practice.
Any exception to the foregoing requires prior written approval of your Supervisor
(ExCom member level required) or of your Compliance Representative.

Any such offer to government officials or employees will always require prior Usually, a personal gift to the retirement of a co-worker is not in Henkel’s name, but a
written approval of your Supervisor (ExCom Member level) or of your Compliance private disposition, other than the Administrative Assistant’s official company
Representative. anniversary, sent in Henkel’s name.
• Henkel and its employees, may not, directly or indirectly, make donations and Commercial Bribery and Improper Business Dealings
cannot promise, offer or provide any kind of gifts, individual entertainment, travel
In most countries, commercial bribery is illegal and subject to criminal prosecution and
or meals to politicians, political parties, political organizations or to trade unions
penalties, not to mention loss of reputation and high civil or criminal penalties. Even
and their representatives, except where explicitly allowed or provided by local
worse, commercial bribery undermines fair trade and fair market competition. Henkel’s
law, and then only in compliance with local law and upon written approval of the
goal is to win customers and consumers for its products by virtue of the product
Compliance Representative. Henkel’s books, records and accounts will duly
quality and value, not by illegal and unfair means.
reflect these transactions and dispositions.
Accordingly, any personal payment, bribe, kickback or similar received by Henkel
This policy does not affect Henkel’s cultural, social, scientific and other,
employees, or any offering of personal payments, of bribe or similar by Henkel
sponsoring activities, if approved by Henkel’s Board or if part of Henkel’s official
employees to customers, suppliers or other third parties doing business with Henkel,
humanitarian programs, such as the Henkel “Smile” program.
is strictly prohibited. This prohibition to offer or receive such payments extends even
to those localities where such practices are tacitly condoned, or where local law may
provide lower ethical standards.
Protection of Henkel Funds and Assets, “Internal Gifts”
In order to support the establishment of fair market conditions and to address the
Henkel employees are committed to protect and manage the company’s funds and
situation, Henkel employees should without delay report the offer of any improper
assets with uncompromising honesty. We do not misuse our position at Henkel or its
payment to their supervisor, compliance representative or a member of Henkel Law
funds or assets to privately enrich ourselves or others inside or outside of Henkel.
Group. For the avoidance of doubt, improper payments, bribes or similar include any
Accordingly, Henkel funds and assets are never available for unauthorized donations
and all benefits, including cash, cash equivalent, any kind of valuable services or other
or other benefits such as personal or private purposes, and must be used for
benefits of value, wrongfully offered to the employee, his family, or relatives.
“company purpose” only, such as:
• if in Henkel’ s name, as giving entity; or
• if provided by individual or collective employment contract; or
• if linked to a valid business case or to a company event; or
• if linked to individual or collective official proceedings at Henkel; or
• if individual or collective incentive and had been properly rewarded and recorded.

469. Freeport-McMoRan Cooper & Gold
2007 Working Toward Sustainable Development Report1 Post-merger integration activities have also provided us the opportunity to take a fresh
look at not just governance, but the whole range of sustainability commitments,
Corporate Governance management and performance across the newly expanded company. An internal
Freeport -McMoRan Copper & Gold Inc. employees and officers conduct the team is evaluating options for managing all issues related to sustainable development
company’s business under the direction of our Office of the Chairman, comprising our and corporate responsibility, with reporting through the Public Policy Committee of the
Chairman of the Board and our Chief Executive Officer, with oversight by our Board of Board of Directors.
Directors. Our shareholders elect our Board to oversee management and to assure
that the long-term interests of our shareholders are being served. Both the Board of
Directors and our management team recognize that the long-term interests of our
shareholders are advanced by addressing corporate governance appropriately and Principles of Business Conduct²
responsibly.
Our Board consists of 16 members, the majority of whom are independent. We also OUR PRINCIPLES OF BUSINESS CONDUCT
have one director emeritus. In accordance with our Corporate Governance Guidelines,
non -employee directors meet in executive session at the end of each regularly Compliance with the Principles of Business Conduct
scheduled Board meeting. Each of the members of our Audit, Corporate Personnel,
Our Principles of Business Conduct are designed to be a tool we can all use. FCX
and Nominating and Corporate Governance Committees is independent within the
expects all of us to read, understand and follow the Principles in everything we do.
meaning of our Corporate Governance Guidelines. In addition, our Board has
However, the PBC does not list every law or policy that may apply to us; there are far
determined that each member of our Audit Committee qualifies as an “audit committee
too many regulations, situations and laws to talk about them all. It is your responsibility
financial expert,” as such term is defined by the rules of the Securities and Exchange
to learn about additional requirements that apply to your job. Visit the Compliance
Commission. Each Board committee operates under a written charter adopted by our
website, your Human Resources (HR) manager or local HR office to view the policies
Board. Our Corporate Governance Guidelines and all of the committee charters are
and procedures referenced throughout the PBC.
available on our web site at www.fcx.com.
Select employees (including certain managers, supervisors and other personnel) are
Freeport -McMoRan Copper & Gold Inc. has adopted Principles of Business Conduct,
required to certify their understanding of and compliance with the Principles of
recently updated following the 2007 merger with Phelps Dodge, wh ich require all
Business Conduct on an annual basis. Managers and supervisors are additionally
employees to adhere to ethical standards established by the company and consistent
responsible for ensuring that the employees who report to them understand these
with applicable laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the
Principles and all applicable policies, procedures and laws.
Sarbanes-Oxley Act. All appropriate company personnel are required to self-certify
their understanding and compliance with this policy on an annual basis. Employees We conduct business in many countries. Many laws, local customs and social
are required to notify the company compliance officer of any activity, transaction or standards differ greatly from one place to the next. Our policy is to abide by the laws
other information involving a suspected violation of the policy. Any reported incidents of the countries in which we operate, as well as to conduct business according to our
or concerns about violations or potential violations are investigated and resolved Principles and our values. If local customs or practices differ from the standards
appropriately. See our Principles of Business Conduct on our web site www.fcx.com. contained in the PBC, we must follow the
1Source: http://www.fcx.com/envir/wtsd/pdf-wtsd/2007/wtsd2007.pdf
²Source: http://www.fcx.com/ir/corp%20gov/Principles_Business_Conduct -english.pdf

Principles. If there is a serious conflict in local expectations, consult with the payment. In addition, no payments, transfers or offers of Company funds, assets or
designated Compliance officers to determine the proper way to conduct business in anything of value shall be made that are not consistent with our policies and
that location. applicable laws, properly authorized according to our internal procedures, properly
accounted for and clearly and accurately identified on the Company’s books. If you
FCX will train all employees in these Principles. All new employees will receive such
are asked to make an improper payment or account for a transaction in an incorrect
training during their orientation into the company, and additional training in the
manner or become aware of any transaction that may involve an improper payment
Principles will be provided on a periodic basis.
report it promptly to the designated Compliance officers.
OUR COMPANY Keep in mind that payments can mean gifts, promises, authorization of gifts or offering
anything of value on behalf of the Company to a government official or others. It also
Conflicts of Interest – Giving and Receiving Gifts and Entertainment includes payments or gifts to a third party such as a consultant, contractor, partner,
agent or supplier, who, in turn, is likely to make a gift, payment or offer anything of
We have many suppliers who are vital to our success, which is why relationships with
value to a government official or others.
suppliers must be based entirely on sound business decisions and fair dealing.
Business gifts and entertainment can build goodwill, but they can also make it harder The Company has adopted a comprehensive anti-corruption compliance program,
to be objective about the person who provides them. None of us should give or accept which includes detailed policies and procedures regarding authorizations and
gifts and entertainment from any organization or individual if doing so might impair, or recordkeeping for specific categories of transactions, including travel expenses,
appear to impair, our ability to perform Company duties or to exercise judgment in a charitable contributions, gifts and entertainment, and other payments to foreign
fair and unbiased manner. Many departments and mining operations have specific governments and government officials. Before you incur any of these types of
guidelines about giving and accepting gifts and entertainment, so be sure to check expenses, please be sure to check our anti-corruption compliance policies, as well as
local site policies as well as the FCX Conflicts of Interest Guidelines, or talk to your local approval procedures.
supervisor, for more information.
Our Company discourages facilitating payments. Facilitating payments are payments
made to help ensure that public officials perform non-discretionary tasks they are
OUR COMMUNITY
supposed to perform as part of their normal job function (such as visa processing,
Fighting Corruption and Bribery utility service and issuing routine licenses or permits to which you are clearly legally
entitled). All facilitating payments must be reviewed and approved in accordance with
Our reputation was built on the quality of our people and not through improper, Company policy and local procedures and must be properly recorded on the
unethical or questionable business practices. We abide by all international and local Company’s books.
laws and regulations that forbid bribery of foreign officials and others, including the
For additional information, please see our corporate Anti-Corruption Policy.
U.S. Foreign Corrupt Practices Act.
We do not offer or pay bribes, kickbacks, illegal gratuities or other similar payments to
any person, organization or government official to secure improper advantages for our
business. Likewise, we will not accept any bribe, kickback, illegal gratuity or similar

OUR MARKET If you are not comfortable going to your supervisor, you have other options. You may
also discuss issues with or report concerns to:
Trade Restrictions – Money Laundering – Terrorist Organizations
• The next level of management
Money laundering is the process by which individuals or entities try to conceal illicit
• The manager responsible for the area concerned
funds, or otherwise enter into transactions to make these funds look legitimate. FCX
does not condone, facilitate or support money laundering. • Your local Human Resources or
Few of us will ever personally be in the position to violate money laundering laws, but • Compliance representative
there are two areas we all need to watch out for:
• Corporate Human Resources, Legal or Compliance Departments
• Irregularities in the way payments are made, including large cash payments or
• The PBC Question Line
transactions that may be structured in unusual ways
• One of our designated Compliance officers:
• Customers who appear to lack integrity in their operations or whose profiles do
not fit the transactions that they are seeking to enter into - Dean Falgoust at 504-582-4206
(email: dean_falgoust@fmi.com) or
- Cathy Hardwick at 602-366-8363
If you become concerned about any payments or the integrity of any customers or
(email: cathy_hardwick@fmi.com)
suppliers, please contact your local controller.
• The FCX Compliance Line
OUR COMPLIANCE RESPONSIBILITIES
Reporting Possible Violations and Getting Help We encourage you to discuss any concerns with your supervisor or local HR person
first, as they are usually the best individuals to deal with the issues. They will gather
All suspected violations of our policies, procedures or the law should be reported to
all the information from you, start the process to ensure it is investigated appropriately
appropriate personnel as quickly as possible. This ensures that any issues are
and report back to you. If you have questions or want to discuss a particular issue or
addressed and resolved in a timely manner. We have an open-door culture; we should
incident, you can call our PBC Question Line or designated local or corporate
all feel free to openly discuss any questions or concerns about the way we conduct
Compliance officers. Advisors are available to talk you through any questions you may
business. This open communication is vital to our growth as employees, a team and a
have. You may also make an anonymous report to the FCX Compliance Line. These
company.
calls are taken by an independent firm outside FCX and there is no way to track the
So if you ever suspect that a policy has been violated, have a question about a policy call or determine where the call originated. The Company established the Compliance
or practice, or have a suggestion on how to improve things, discuss it with your Line to allow anonymous reporting to ensure we learn about incidents or other
supervisor.

concerns that raise legal or ethical issues. Although you can remain anonymous, if we Our Non-Retaliation Policy
do not receive enough information, your concern may not be able to be properly
Anyone making a report in good faith or participating in investigations involving these
investigated. When you make the report, the representative will make note of all your
Principles of Business Conduct will not be subject to retaliation of any kind.
information and repeat it back to you for clarification. You will also receive a report
number and personal identification number with an estimated time to call back for FCX will not tolerate retaliation against any employee who raises a question or
updates or to provide more information. concern about FCX’s business practices in good faith or who utilizes the PBC
Question Line or FCX Compliance Line. Even if the concern is determined to be
Resolving and Investigating Concerns
unsubstantiated, retaliation will not be tolerated as long as the report was made in
• Investigation Process good faith. Any retaliation that occurs will result in disciplinary action of the individual
seeking retaliation. If you believe you have experienced any retaliation because you
FCX takes each report seriously, no matter how the report is received. We strive
participated in an investigation involving the PBC, you should immediately report that
to review and resolve each issue quickly and at a local level unless the situation
concern in accordance with the procedure described above.
requires otherwise. Human Resource matters will be referred to the local HR
manager, accounting issues will be referred to the local controller, safety issues Discipline
will be referred to the local safety manager and conflicts of interest will be
FCX is committed to doing what is right, and as an FCX employee, you are
reviewed by local management.
responsible for upholding this commitment. If you fail to follow the PBC and the
• How Long Does the Investigation Process Take? policies that apply to your job, you put yourself, your co-workers and FCX at risk. Also,
you will be subject to disciplinary action up to and including termination of
Our goal is to respond to concerns as quickly as possible. However, please keep
employment. Reporting a violation of our Principles of Business Conduct, Company
in mind that the length of time required to investigate and resolve a matter varies
policy or the law does not absolve you from accountability for personal involvement in
depending on the nature of the reported concern, the amount of information
any wrongdoing. It may, however, be considered as a factor in your favour when
available and the number and availability of the witnesses.
reviewing possible disciplinary action.
• Participating in an Investigation Process
You may be asked to participate in an investigation of an incident that has been
reported by a fellow employee. You must comply with all reasonable requests
and provide all requested information promptly in an open and forthright manner.
Participating in an investigation does not mean that you are in trouble or that
anyone has reported a concern about you directly. It simply may mean that you
were a witness to an event or may, because of the nature of your position, have
information required to investigate a reported concern.

471. Skandinaviska Enskilda Banken
Corporate Responsibility Report 1 FACTS: Commitment to Ethics
Commitment to Customers Code of business conduct and core values

• Code of Business Conduct
Responsible investment
SEB enforces a Code of Business Conduct supported by the Board of Directors.
In our asset management business we strive to be a responsible investor. Our The Code guides the behaviour of all SEB employees and sets out their
corporate governance policy seeks to promote sound corporate governance practices responsibilities. It describes the expected standards of business conduct for
with focus on delivering the best possible return on the assets that have been employees, outlines how to resolve potentially difficult situations and sets out
entrusted to us. procedures for reporting issues related to the Code. The Code is available at
We also offer a broad range of asset management products that apply ethical or social www.sebgroup.com.
responsibility investment criteria. In Sweden, SEB manages a total of approximately • Training on Code of Business Conduct
SEK 3.4bn in funds and SEK 4.0bn in institutional portfolios with an ethical profile.
Outside of Sweden we also manage significant portfolios with ethical investment SEB has developed a customised e-learning tool available in eleven languages.
criteria, both mutual funds and institutional accounts. We strive to continuously • Employee introduction
upgrade these products in consultation with customers and auditors.
New SEB employees are given an introduction to the Group’s policies and
Our ethical fund products have been designed to meet a variety of concerns and instructions and, where necessary, are required to complete rigorous clearance
responsible investment preferences of our clients. Therefore we offer funds that use procedures by industry regulators.
different types of ethical investment criteria. Our ethical fund product range includes
three categories: • Training on SEB’s core values
• Funds that exclude companies according to negative screening criteria such as As a part of the “One SEB” organisational drive, the Bank holds workshops for
weapons, alcohol, tobacco, pornography and gambling. employees to reinforce the values that underpin the SEB brand.
• Funds that apply the Global Ethical Standard screening criteria. These funds • Routines for reporting violations on the Code of Business Conduct
exclude companies that have violated international standards for human rights, The Code of Business Conduct and the Ethics Policy includes a section on
labour rights, environment, corruption and weapons manufacturing. whistle-blower procedure.
• Funds that only invest in companies that are leaders in corporate responsibility, • Instructions for procedures against money laundering and financial terrorism
so called positive screening.
Updated Anti-Money Laundering Instruction including Know Your Customer
requirements, launched in 2008. The business is responsible for their customer
and the risk they pose. Group Compliance is responsible for support and follows
up on AML issues.
1 Source: http://www.sebgroup.com/pow/content/sebgroup/CorporateResponsibilityReport_eng.pdf

• Anti-Money Laundering Training In practice this means that you may offer gifts, entertainment, etc. to customers,
suppliers, competitors, authorities etc. only when such gifts do not influence, or may
Compulsory training for all employees during 2006. New training sessions will be
reasonably give the appearance of influencing, the receiver in his decision-making
offered after the launch of a new Instruction.
process in relation to SEB. Correspondingly, you may not seek or accept a gift etc.
• Anti-Corruption which may reasonably be believed to influence business transactions. Cash or similar
gifts are never allowed. You should always discuss offering and receiving gifts etc., in
SEB complies with the anti-corruption laws and practices in all the countries in
principle or case-bycase, with your immediate superior.
which it operates.
FOR ADDITIONAL GUIDANCE, please contact your unit’s Compliance Officer or
check SEB’s internal rules on
FACTS: Commitment to employees • Ethics
Employee engagement • Anti-Corruption

• Conflicts of Interest
• Whistle-blowing Policy
• Personal Account Dealing
SEB’s Ethics policy includes a section on whistleblower procedure which ensures
confidentiality of the identity of the employee reporting a rule violation, to the
extent that this confidentiality is possible by local legislation.
Dealing with customers
General
Code of Business Conduct 1 Long-term customer relations are key to our success. Our achievements and
reputation are built upon the values created by all SEB employees in their daily
Dealing with Conflicts of Intersts
interaction with customers. Respect for privacy is necessary to build strong customer
Gifts and entertainment – anti-corruption compliance relationships. Keeping customer information secure, and using it appropriately, is
therefore of central importance.
SEB will comply with anti-corruption laws and practices of the countries in which SEB
conducts business. At SEB, we neither apply nor tolerate unfair business practices such as questionable
sales methods or commercial bribery. We act fairly and professionally.
SEB will not accept, under any circumstances, the offering or receiving of bribes or
any other similarly improper payments (including what are known as facilitating Prevention of money laundering and financing of terrorism
payments) to or from any person or entity for any reason relating to SEB’s business.
Money laundering is the process of converting illegal proceeds so that funds are made
to appear legitimate. It is not limited to cash transactions.
1 Source: http://www.sebgroup.com/pow/content/sebgroup/Code_of_Conduct.pdf

As a financial group that offers banking, securities and insurance products and
services to customers around the world, SEB takes seriously its obligation to help
close off the channels that money launderers use and to protect the bank from being
used for money laundering or financing of terrorism. We monitor official lists of
individuals and organisations that may be linked to terrorism activities and take
measures to ensure that SEB does not inadvertently assist the financing of terrorist
activities by dealing with suspected individuals or organisations. SEB develops and
implements effective procedures to prevent money laundering and financing of
terrorism. When required, we report suspicious activities to relevant authorities.
How to get help
Raising your concerns – whistle blowing procedure

Acting ethically and taking action to prevent problems is a vital part of SEB’s culture. If
you detect possible unethical or illegal conduct, you are encouraged to report your
concerns. Examples of what such a report could address are:
• any breach or suspected breach of any of SEB’s internal rules, this Code or any
supplemental code of business conduct;
• concerns regarding any questionable accounting or auditing matter;
• situations in which you feel you are being pressured to violate the law or your
ethical responsibilities;
• any other breaches of business ethics or legal or regulatory requirements.
It is of course unacceptable to file a report knowing it to be false. Retaliation against

any employee who, in good faith, reports a concern about illegal or unethical conduct
will not be tolerated. To the extent appropriate or permitted by law, we will keep your
identity in any follow-up discussions or enquiries in confidence.

472. Norsk Hydro
Annual Report - 20081 In 2008 we established new guidelines for non-financial compliance. In Hydro,
compliance is defined as adherence to applicable laws and regulations worldwide as
Integrity and human rights well as Hydro’s steering documents. The guidelines have been established to assist
We have zero tolerance of corruption and human rights violations. If non-conformities line management to adhere to Hydro’s compliance requirements. Special emphasis is
are registered, our policy is to demonstrate openness and learn from negative made on reducing the risk of non-compliance within anti-corruption, competition, and
experiences. health, security, safety and environment. An interactive e-learning program on
corporate requirements was introduced in 2008. The program is mandatory for all
The annual business planning process and inclusion of key performance indicator employees and includes anti-corruption training and information about our
actions are used to implement the integrity program as well as other corporate whistleblowing channel. See page 70 for more information.
responsibility topics, see Note 11. Requirements have been drawn up regarding how
corporate responsibility should be taken into account in business development, In the process leading up to the closing of the merger of Hydro’s oil and gas activities
investments and during the execution of projects. with Statoil, October 1, 2007, questions arose concerning the Libyan petroleum assets
Hydro acquired from Saga Petroleum in 1999. The questions related to Hydro’s
Employees may report any breaches – or perceived breaches – of Hydro’s handling of certain contracts in Libya. The Board of Directors initiated an internal
requirements through the whistleblower channel. A number of cases were reported in investigation headed by attorney-at-law Jan Fougner supported by the US law firm
2008, and all cases were investigated and some resulted in disciplinary actions and Shearman & Sterling LL P. Fougner reported to a subcommittee of the Board of
dismissals. Twice every year Hydro ’s internal auditor informs the corporate Directors, consisting of chairperson of the board Terje Vareberg and Finn Jebsen. The
management board about the utilization of the channel. As required, the anonymity of internal investigation team was coordinated with a parallel investigation in
each case is preserved. There is still a need to further improve the accessibility to the StatoilHydro. The Hydro investigation team’ s report gave reason to conclude that
whistleblower channel. In 2009 we will evaluate how we can improve this. As from certain aspects of the handling of the Libyan contracts had been in breach of Hydro’s
2009, Hydro’s internal audit unit reports directly to the company’s Board to secure the ethical requirements. According to the report, and as acknowledged by the Board,
adequate level of independency that may be needed to fulfil this role. Hydro should have realized that certain payents were problematic. The investigation
Countering corruption reports were submitted to the Norwegian National Authority for Investigation and
Prosecution of Economic and Environmental Crime (Økokrim) on October 7, 2008.
Hydro has had global ethical requirements since 1995. In 2003 our current Code of
Conduct was approved by the Board of Directors. Based on this, the Hydro Integrity 2008 targets
Program was launched in 2005 to prevent corruption and human rights violations • No instances of corruption or human rights violations
connected to our activities. The program includes risk
• Implementation of Integrity Due Diligence Guidelines
mapping, tools and training. To date, 2 600 employees have participated in the
training program, while 120 employees from certain joint-venture partners have also • Hydro Integrity Program effectiveness evaluated through self-assessment and
taken part in the program. Training includes dilemma discussions anti-corruption and external review
human rights. The program will be revised during 2009. • Roll-out of interactive e-learning on anticorruption and human rights
1 Source: http://www.hydro.com/upload/Annual_reporting/annual_2008/downloadcenter/Reports/01_annual%20report.pdf

2008 results worldwide and discusses some of the dilemmas they may meet in our daily work. The
program also presents a spectrum of work situations relevant to employees all over
• No known instances of corruption or human rights violations
the world and raises issues like safety, security, work environment, human rights, anti-
• Integrity Due Diligence Guidelines implemented corruption and reporting. To make the information readily available to all employees,
the cases exist in 12 different languages, and can be used both individually and in
• Implementation of Hydro Integrity Program evaluated through self-assessment.
team discussions. Our ambition is that all employees shall have completed the
External review not performed due to establishment of guideline for non-financial
program by March 2009.
compliance • Interactive e-learning including anticorruption and human rights
rolled out for all employees
• Libya investigation report submitted to Økokrim
Code of Conduct 1
2009 General
• No instances of corruption The Hydro culture is rooted in the principles of honesty and respect for other people.
• No instances of human rights violations Successful businesses are profoundly dependent on confidence and a good
reputation. Hydro's diversified operations demand a high degree of care, honesty and
• Hydro Integrity Program review integrity. Accordingly, Hydro values its company culture and reputation as key assets.
• Review of CSR in supply chain management We expect our employees to promote our core values by acting responsibly towards
colleagues, business associates and society at large.
The main purpose of Hydro’s Code of Conduct is to ensure that all persons acting on
Ambition behalf of Hydro perform their activities in an ethical way and in accordance with the
All important suppliers should comply with our supplier standards. All our units should standards Hydro sets through its Steering Documents. The rules will help secure
comply with our anti-corruption, human and labor rights standards, and report their compliance with laws and regulations.
performance. We intend to be a preferred partner worldwide because of our Legislation with particular relevance to this directive includes domestic legislation
responsible business operations. based on the OECD convention on briberies and US legislation on fraudulent financial
reporting.
Organization and work environment
This Code of Conduct provides a framework for what Hydro considers responsible
‘You and Hydro’ conduct, but is not exhaustive. As a Hydro employee, you should always strive to
exercise good judgment, care and consideration in your service for the Company.
In 2008 we introduced an interactive e-learning program dealing with Hydro’s policies Reference in this Code of Conduct to Hydro or the Company should be understood as
and the rights and obligations of Hydro ’s employees. It is mandatory for all employees Norsk Hydro ASA, its affiliates and subsidiaries.
1 Source: http://www.hydro.com/upload/7233/code_conductv2_en.pdf

Scope and responsibility As a matter of law, concerns regarding questionable accounting or auditing matters
shall be submitted to the Head of Internal Audit Corporate, which serves as secretary
The Code of Conduct applies to all employees – including temporary personnel – of
to the Audit Committee of the Board of Directors, or to the chairperson of the
the Company throughout the world as well as to the members of the Board of
Committee.
Directors of Norsk Hydro ASA and of its subsidiaries (Board Members).
If you in good faith express your concern to a relevant body within Hydro concerning
You shall avoid acting or encouraging others to act contrary to this Code of Conduct,
possible violation of law or Company policy, you shall be protected against any
even if such deviations under the circumstances may appear to be in the Company's
sanctions from Hydro or any Hydro representative due to your report.
interest. If you are uncertain whether a particular activity is legally or ethically
acceptable, you should, as far as practicable, consult in advance with your immediate It is a violation of this Code of Conduct to discriminate or harass anyone for making
superior or the Corporate Legal Office. such report. Anyone submitting a false report with the obvious intention to harass
may, however, be subject to disciplinary action.
As a line manager, you are responsible for making these guidelines known and to
promote and monitor compliance. If you feel that your pointing out any violation of this policy is in any manner used
against you, you should contact your superior or the Head of Internal Audit Corporate.
Violation of this Code of Conduct will not be tolerated and may in accordance with
relevant legislation lead to internal disciplinary actions, dismissal or even criminal See Internal Audit Corporate's intranet page for complaints and concerns.
prosecution.
Conflict of interest and integrity
Should an improper practice or irregularity occur within the Company, the Company is
committed to make necessary corrections and take remedial action to prevent
Bribes, gifts and favors
recurrence.
You shall not, in order to obtain or retain business or other improper advantage in the
This document has been approved by the Board of Directors of Norsk Hydro ASA.
conduct of business, offer, promise or give any undue advantage to a public official (or
Deviation handling according to NHC-CD02 Hydro’s Management Model, if any, will
a third party) to make the official act or refrain from acting in relation to the
be handled by the CEO.
performance of her/his official duties. This applies regardless whether the advantage
Complaints, expression of concern and non-punishment is offered directly or through an intermediary.
Hydro wishes to stimulate actively open discussions about responsible conduct in an Gifts or other favors to business associates shall comply with locally accepted good
improvement oriented and unbureaucratic way. Thus, you should normally discuss business practice. Gifts and other favors can only be given or granted provided that
your concerns and complaints with your superior. If you deem this not to be they are modest, both with respect to value and frequency, and provided the time and
appropriate, you may address any other of your superiors, the local Human place are appropriate.
Resources or HSE staffs, your local compliance officer where such exists, or the Head
As a Hydro employee or Board Member, you are not permitted to accept from
of Internal Audit Corporate. Such concerns or complaints may be reported
business associates monetary or other favors that may affect or appear to affect your
confidentially, in your preferred language and – if you find it necessary –
integrity or independence. Gifts and other favors can only be accepted to the extent
anonymously.
they are modest, both with respect to value and frequency, and provided the time and

place are appropriate. company’s Board Audit Committee. This way of doing provides the internal audit
officer with the adequate level of independency that may be needed to fulfil his role.
If you are offered or have received such favors beyond common courtesy gifts you
shall, without delay, notify your immediate superior or the Corporate Legal Office that A number of channels
will determine whether your integrity or independence may be perceived to be
Internal audit receives concerns and complaints through the company’s whistleblower
affected.
channel (intranet), on phone or fax and through Hydro’s HR section. In 2007 the
internal audit section handled 18 new cases, the same number as the year before and
four more than in 2005.
More than 1,500 internal working hours were used to follow up the 2007 cases. In
Corporate Governance – Policies and Tools1 addition, external support was provided by legal or accounting advisers. Some
Whistleblowing - don’t look the other way! investigations led to disciplinary sanctions and a few employees were eventually
dismissed.
”Our whistleblower program is a way to take the fear out of speaking about
organizational wrongdoing,” comments Daniel Roy, head of Hydro’s internal audit and “Contrary to the fear that some may have, whistleblowers don’t risk to lose their job or
in charge of the company’s internal channel to alarm on unlawful actions. have their career blighted,” states Roy. Each case is investigated using all the
necessary precaution to protect the witnesses.
“This is a function which raises and maintains the interest for our values and the
company’s integrity. Overall, I think our ways of bringing forward complaints and Seven of last year’s 18 new cases were reported anonymously, and the cases were
concerns are working well. The cases are not too few – and not too many,” Roy says. recorded in a variety of categories. Five were in the integrity category and two in the
accounting category. Since the whistleblower channel was established in 2003, 60
Covering Hydro’s code of conduct percent of the reported cases have been related to activities in Norway, the remaining
Whistleblowing is about much more than exposing fraud. It includes a number of are coming from the Americas, Europe and other parts of the world.
areas, such as conflict of interest, discrimination, harassment, workplace violence and Preserving confidentiality
reporting practices – covering the company’s entire code of conduct.
“Each case is given a lot of attention, and we receive them in a variety of languages.
“Among our challenges is to make sure that our employees understand the purpose of When we receive a new case, three people sit down to discuss it. If it is an
this function – and that we suitably take into consideration the varying political history anonymous enquiry, we make sure that confidentiality is preserved. Normally, it will
and background of different countries, when it comes to talk openly and with trust,” take two weeks or more to investigate and validate the seriousness of each case,”
Roy says. Roy says.
Twice every year Hydro’s internal auditor officer is informing the corporate “Not all cases result in a negative conclusion…..?”
management board about the utilization of the whistleblower channel. As required, the
anonymity of each case is preserved. In connection with the code of conduct, the “No, absolutely not! Some are based on misunderstanding or miscommunication. It is
internal auditor also has a possibility to report complaints and concerns directly to the always necessary to know the context in which a case occurs, and in some cases the
context might be a cardinal aspect,” says Daniel Roy.
1 Source: http://www.hydro.com/en/About-Hydro/Corporate-governance/Governance-principles/Speak-out--dont-look-the-other-way/

473. Sodexo
Sustainability Report 2008 1 SODEXHO ALLIANCE STATEMENT OF BUSINESS INTEGRITY²
OUR PHILOSOPHY Refusal to Engage in Corruption

Sodexho wins business on the strength and quality of our service offerings. We do not
Respecting our Ethical Principals give gifts or other things of value to public officials in order to obtain a business
advantage, and we do not permit others to do so on our behalf. Nor do we engage in
• Loyalty
bribery of private parties. We would not, for example, give a gift to a government
A foundation of trust between Sodexo and its clients, employees and official, private customer or prospective client in order to influence a decision relating
shareholders, based on loyal relations. Trust is one of the cornerstones of to Sodexho or to obtain a contract. Likewise, the Group’s employees do not accept
operations in our organization. gifts or entertainment from a supplier or prospective supplier in return for business or
better pricing.
• Respect for people
Sodexho employees will not accept, offer or give anything of value that could
Humanity is at the heart of our business. Sodexo is committed to providing equal
compromise an employee’s judgment, inappropriately influence others or reflect
opportunities regardless of race, origin, age, gender, beliefs, religion or lifestyle
negatively on the Group. This includes making illegal or improper political
choices. “Improving Quality of Life” means treating each person with respect,
contributions and providing or receiving gifts or entertainment in return for an improper
dignity and consideration.
business advantage. In all cases, Sodexho employees and those representing us are
• Transparency expected to avoid even the appearance of doing something that does not reflect the
Group’s standards of integrity and honesty.
This is one of Sodexo’ s major principles and is a constant with all stakeholders:
clients and customers, employees and shareholders. The Group recognizes that certain limited gifts and business entertainment may fall
within the bounds of our standards of business integrity. Therefore, Sodexho
• Business integrity
employees may generally offer or provide gifts, entertainment or other things of value
We do not tolerate any practice that is not based on honesty, integrity and to a private party when they are modest in value, consistent with applicable law and
fairness, anywhere in the world where we do business. We clearly communicate local business practice and are not offered to gain an improper advantage. When
our position on this issue to our clients, suppliers and employees, and expect dealing with public officials, however, employees must take particular care to make
them to share our practice of rejecting corrupt and unfair practices. sure that they are following our policies and guidance, since gifts or entertainment that
may be permissible when dealing with a commercial customer may be illegal or
unethical when dealing with public officials. For example, some governments have
rules prohibiting their employees and officials from accepting anything of value from
the public, which may include paying for an official’s travel or hotel accommodations
and others may even include buying a meal for a government official. Moreover, in
some countries, businesses may be controlled by the government, making it difficult to
distinguish between commercial and government officials.
1 Source: http://www.sodexo.com/group_en/Images/Sodexo_FY2008_Sustainability_Report_tcm13-250027.pdf
²Source: http://www.sodexo.com/group_en/Images/policy_business_integrity_en_tcm13 -55765.pdf

It is also against the Group’s standards of business integrity and the laws of many In September 2003, Sodexho’s Operations Committee introduced the Group’s Ethical
countries to do indirectly what you cannot do directly. Therefore, consultants who are Principles and Sustainable Development Contract. By doing so, Sodexho reinforced
hired by us are expected to agree to comply with our standards of ethics and business its Ethical Principles: Loyalty, Respect for People, Transparency, and a Refusal to
integrity when acting on our behalf. Engage in Corrupt Practices.
Employee Responsibilities and Reporting of Violations Since these Ethical Principles cover a wide range of business practices and conduct,
and as Sodexho Alliance’s shares are publicly traded, the Group has adopted a set of
All employees are responsible for understanding and complying with this Statement
guidelines for certain Senior Managers: the Chairman and Chief Executive Officer, the
and with all other applicable Sodexho policies. Failure to abide by this Statement or
Group’s Co- Presidents and Chief Operating Officers, the Group’s Chief Financial
other Sodexho policies may result in disciplinary action up to and including termination
Officer, the Group’s Internal Audit Director, the Chief Financial Officer’s direct reports,
of employment in accordance with local laws and applicable collective bargaining
and all Zone Finance Directors. These individuals are referred to as “Senior
agreements.
Managers”.
In accordance with local laws and regulations, employees are als o responsible for
Implicit in these guidelines is a core set of behaviors:
reporting promptly any violations of law or Sodexho policies of which they become
aware, and for raising issues or concerns as soon as issues or questions arise. All • Avoiding actual or apparent conflicts of interest;
reports should be made in good faith and be properly documented. Reports of
• Providing shareholders and the public with timely, accurate, clear, transparent
suspected violations will be treated seriously and confidentially to the fullest extent
information in understandable terms;
possible. Employees making such reports will not be subject to retaliation, threats or
harassment, and their identity will be held in confidence to the extent permitted by law. • Complying with all laws, rules and regulations;
• Protecting the Group’s confidential proprietary information;
• Conducting all business fairly;
• Holding managers accountable for their behaviour, and creating an environment
SODEXHO’S CODE OF CONDUCT FOR SENIOR MANAGERS1
where concerns can be reported without fear of retaliation or retribution.
INTRODUCTION
Since Sodexho was created in 1966 under the leadership of Pierre Bellon, the Group’s Conflicts of interest
philosophy and core principles have remained steadfast: All Senior Managers will conduct themselves honestly and ethically and will act in the
• The Group’s purpose is to exceed clients’, customers’, employees’, and best interests of the Group. This means, that in addition to general ethical business
shareholders’ expectations; behaviour, all Senior Managers will avoid situations that present a potential or actual
conflict between their own personal interests and the interests of the Group.
• The Group’s core values are service spirit, team spirit and spirit of progress; and
• The Group’s mission is to improve the quality of daily life.
1 Source: http://www.sodexo.com/group_en/Images/code_of_conduct_tcm13-193189.pdf

Conflicts arise when a Senior Manager finds it difficult to perform his or her work Open communication of issues and concerns without fear of retribution or retaliation is
objectively and effectively, and includes not only a time when a person’s private vital to the success of the Group. Sodexho encourages all Senior Managers to discuss
interest interferes with the Group’s interest, but also includes those times where there any concerns raised by these guidelines, or report any suspected breach of these
is an appearance of a conflict. guidelines, to the Group’s Chief Financial Officer or the Group’s Senior Vice
President, Human Resources. If there are any concerns about accounting practices,
Although it is difficult to describe all situations which could create a conflict of interest,
internal controls or auditing matters, in addition to contacting either the Group’s Chief
the following are some examples :
Financial Officer or the Senior Vice President, Human Resources, Senior Managers
• Working for a competitor, client or supplier while employed by the Group. may also consult the Internal Audit Director. Sodexho will not tolerate any form of
retaliation for reports or concerns that were made in good faith.
• Accepting gifts from a competitor, client or supplier, of more than modest value,
or receiving discounts not generally offered to the public. Sodexho does not envision that there will be any exceptions made for specific
behaviour. However, the Group recognizes that only the Board of Directors of
• Personally taking a business opportunity that arises due to a Senior Manager’s
Sodexho Alliance may amend this Code. In keeping with the Group’s commitment to
position with the Group.
transparency, any amendment will be disclosed to the Group’s shareholders.
• Receiving a loan or guarantee of an obligation as a result of a Senior Manager’s
position with the Group.
Conducting Business Fairly and Refusal to engage in corrupt Practices and

Unfair Competition
The Group condemns all business practices not based on trust, integrity and fairness.
This extends to each Senior Manager’s commitment to deal fairly with all of the
Group ’s employees, customers, suppliers, competitors and shareholders. Therefore,
no one may take advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of facts or any other unfair business practice.
Supporting loyalty and Respect: Open communication and Reporting
Each Senior Manager will conduct himself or herself in accordance with these
guidelines and will promote Sodexho’s environment of mutual trust and loyalty. If any
Senior Manager breaches this trust, then he or she will be subject to appropriate
corrective action including dismissal or removal from office.

474. Cigna
Code of Ethics 1 business location, such as anti-boycott, export control, and anti-money laundering
laws.
INTRODUCTION
Working with the Government
As employees, officers and directors of CIGNA, its subsidiaries and affiliated When CIGNA's products or services are paid for (even partially) by a government
companies we represent CIGNA at all times. Our words and actions reflect not only program, we may be subject to additional legal requirements that pertain to
ourselves, but the Company as well. We hold ourselves to high standards, as do our government contracting. CIGNA employees, officers and directors are expected to
customers and others whom we serve. That is why it is important to maintain a code comply with all applicable rules and regulations, including specific rules that prohibit:
of ethical behavior — to assure that our conduct is above reproach and reflects intentionally requesting or receiving any compensation (including free or below-cost
CIGNA's commitment to legal compliance, integrity, and ethical conduct. It begins with services) in return for recommending or arranging for the purchase of goods, items or
a set of ethical principles, which support CIGNA's Guiding Framework and help to services reimbursable by the government; and the submission of any false, fraudulent,
define how we work together. or misleading information about the services CIGNA provides directly or indirectly to
You are responsible for knowing, understanding and complying with this Code of the government.
Ethics as well as the company’s policies and procedures that apply to your work. All of
the CIGNA policies and procedures that supplement the Code are available on Your Avoiding Conflicts of Interest
CIGNA Life website. CIGNA also requires formal training on the Code of Ethics and
the Company’s policies on a routine basis. Gifts and Entertainment
If you have any questions or concerns about what would be the right decision or Although business gifts and entertainment can enhance goodwill and sound working
action to take, or if you observe or hear about questionable decisions or actions by relationships, they can also be used to influence business decisions — or could
others, you should contact a member of the Ethics Office or the Ethics Help Line by appear to influence them. For this reason, CIGNA strictly limits their use. For example,
calling 1.800.472.8348 or by sending an e-mail to ethics@CIGNA.com. CIGNA employees are not permitted to give or accept expensive or lavish gifts to or
from employees, customers, suppliers or others doing business with, or contemplating
Complying with Laws, Rules and Regulations doing business with, CIGNA. The Company maintains specific policies and
procedures designed to provide guidance to all of our employees, and it is our
Working Globally responsibility to ensure that we familiarize ourselves and comply with those policies.
Because CIGNA does business beyond the borders of the United States, we must Monitoring and Enforcing Compliance with the Code of Ethics
take care to comply with those laws that govern business in and with foreign Violations of the Code of Ethics are subject to disciplinary action, up to and including
countries. For example, the Foreign Corrupt Practices Act and other anti-bribery and termination. In some cases, civil and criminal penalties may apply to such violations.
anti-corruptions laws prohibit offering or giving anything of value (e.g., payments, gifts
or entertainment) to a government official in order to obtain or retain CIGNA's It is the obligation of every employee, officer and director who knows of or reasonably
business, or gain an improper advantage. You are also required to understand and suspects a violation of CIGNA's Code of Ethics to promptly report it. Unless a specific
comply with other laws, rules and regulations that apply to your job responsibilities policy states otherwise, the report may be oral or written, and made to:
and your
1Source: http:// www.cigna.com/about_us/governance/cigna_code_ethics.pdf

Ethics Help Line - 1-800-472-8348 CIGNA may update the Code of Ethics from time to time and in the event of changes
Ethics Mailbox: ethics@CIGNA.com to any provision of the Code, the Company’s Enterprise Compliance department will
provide us with notification of these changes.
CIGNA will not discriminate or retaliate against anyone who, in good faith, reports
violations of laws or regulations, the Code of Ethics, or other company policies,
whether those violations are by a CIGNA company, another employee or agent. In
addition, employees are protected by federal law against any ret aliation for taking
action under the federal False Claims Act.
When submitting a report, individuals are encouraged to provide their name to
facilitate investigation and follow-up; however, the report may be submitted
anonymously. If a member of management, a Compliance Officer or a member of
CIGNA’s legal department receives the report, he or she must report it to the Ethics
Help Line.
The General Auditor and the Chief Compliance & Ethics Officer and/or their designees
will investigate alleged violations of the Code of Ethics. As necessary, they may report
the violation to public officials for investigation and/or prosecution and take action to
maximize recovery of assets.
Compliance with CIGNA's Code of Ethics is subject to audit and we will be asked to
affirm our commitment to the Code on a routine basis. The General Auditor will
periodically report to the Audit Committee of the Board of Directors on compliance
with the Code of Ethics. In addition, any violation that might significantly harm
CIGNA's reputation or have a material effect on its financial condition will be reported
to the Audit Committee as soon as practicable.
In very limited circumstances, the Chief Compliance & Ethics Officer may grant a
waiver to a provision or provisions of the Code of Ethics. Any requests for a waiver to
any provision included in this Code of Ethics must be in writing and addressed to the
Chief Compliance & Ethics Officer outlining the reasons for the request. A waiver will
only be given when deemed appropriate under the circumstances, and the Board of
Directors must authorize any waivers for executive officers and directors of CIGNA
Corporation. These waivers will be promptly disclosed when required by applicable
law.

477. PKN Orlen Group
Report on Corporate Social Responsibility 2005-20061 A gift may be accepted if:

• it is of negligible value and in accord with the customary practice on a given
Social programmes and campaigns
market – including the relevant tax regulations;
Good citizen • it has no influence on decision making and job performance;
PKN ORLEN wants to be a model for Polish companies not only in terms of economic • it does not oblige the recipient to repay favour;
success, but also with regard to ethical and transparent principles of action. We • it is a promotional gift, a company souvenir, given to the recipient officially during
initiate and participate in events concerning socially important matters. We supported a public event.
the anti-corruption campaign ’I don’t offer/don’t accept bribes’ with the leading motto:
’ Give an example – don’t take. Take an example – Don’t give’. Free car stickers with
the logo and motto of the campaign were made available at nearly 1500 ORLEN If possible, gifts should be unwrapped in the presence of other persons. KN ORLEN’s
stations. employees are not allowed to offer material benefits to the Company’s business
partners, except for customary promotional gifts of negligible value.
Code of Ethics² Entertainment in the company of business partners
Giving and receiving material benefits PKN ORLEN’s employees may take part in entertainment events and informal
meetings organised by our business partners unless it has an adverse impact on the
The quality of our products and services is one of the criteria of cooperation with Company’s relationships and the transactions that are being carried out. When taking
customers and business partners. part in entertainment you are obliged to represent the Company in a proper and
PKN ORLEN shall not tolerate any actions which might affect the ability to make wellmannered way.
unbiased business decisions. In dubious situations involving acceptance of material benefits or use of attractions
PKN ORLEN’s employees cannot accept material benefits for any services or tasks offered to you, please ask the Ethics Compliance Officer for advice.
they perform in connection with their positions. Important:
The above mentioned material benefits include: • Try to conduct business talks in the presence of another person
• financial gratuities; • Make a brief memo of the meeting.
• services provided either free of charge or at a price below fair market • If you have been offered a bribe, report it to your superior immediately and make
value; a memo.
• objects of considerable value
1 Source: http://www.orlen.pl/Internet/doc/20070402/ROS_GB.pdf
²Source: http://www.orlen.pl/Internet/doc/20051111/Code_of_Ethics.pdf

Supporting compliance with the provisions of the Code of Ethics Non-compliance with the Code of Ethics
Every employee of PKN ORLEN is obliged to immediately report a breach or a PKN ORLEN declares that:
suspected breach of the law and the provisions of the Code of Ethics so that
• the employees and business partners who report a violation of the law or the
preventive or corrective measures can be taken.
Code of Ethics will be protected from any consequences which might result from
In the event of a breach of the provisions of the Code of Ethics, an employee should their decision to disclose such misconduct;
contact his superior who is obliged to listen to him and take action to investigate the
• persons who infringe upon personal rights of the Company’s employees and their
reported irregularity.
business partners shall be subject to sanction in accordance with the law and the
If an employee does not trust his superior, he should do one of the following: provisions of the Code of Ethics.
• personally inform the Ethics Compliance Officer about the problem or his
suspicions;
Exercising their freedom of conscience and freedom of speech and following the
• sent an email to an mailbox that guarantees anonymity to the sender; principles of the Code of Ethics, employees have a right and ought to report any
violations of the standards of conduct to the Company’s management.
• call the integrity helpline.
Manager are obliged to listen to such reports and inform the relevant organisational
unit so that they can be investigated and appropriate solutions can be worked out in
As part of the Company’ s “Open Door” policy, an employee may also request an accordance with the regulations of the law and the provisions of the Code of Ethics.
appointment with the President of the Managing Board of PKN ORLEN.
The principles contained in this Code of Ethics also apply to consultants, associates,
An employee reporting a violation of the law can count on anonymity to protect them. contracting parties, agents and all other persons acting on behalf of PKN ORLEN. Any
The process of investigating a report will be carried out without disclosing the identity violation of the Code of Ethics on their part may result in the discontinuance of
of the source of information. business cooperation and termination of the existing agreements.
Any person outside of the Company, who becomes aware of an act of misconduct on
the part of our employees or any issue concerning the integrity of the Company, may
report it to the Ethics Compliance Officer either personally or by email at
etyka@orlen.pl, or by phone.
1 Source: http://www.orlen.pl/Internet/doc/20070402/ROS_GB.pdf

478. British Airways
BRITISH AIRWAYS STANDING INSTRUCTION • Material breach of Company policy, regulation or instruction;
No. 6 – Staff Concerns Policy1 • Financial irregularities/malpractice – such as fraud;
Introduction • Criminal offences or criminal activity;
British Airways is firmly committed to maintaining the highest standards of ethics, • Failure to comply with legal obligations;
honesty, openness and accountability. All employees have an impo rtant role to play in
achieving this goal. • Health and Safety concerns; and
This policy aims to provide employees with the means to raise genuine concerns and • Environmental concerns.
feel confident that appropriate action will be taken, knowing that they will be protected
from reprisals or victimisation for speaking out in good faith.
Issues relating to failure to respect others, such as discrimination, harassment,
All matters dealt with through this policy (including any records produced) will be bullying and intimidation (although see the comments above in relation to the
handled with the utmost discretion and will, as far as practicable, be kept confidential interaction of this policy with the Grievance Policy and the Dignity at Work Policies).
to those involved in the investigation, (including those whose account of events must
be taken to pursue it), and in any follow up action which is taken. Procedure
Concerns expressed on an anonymous basis will be considered and investigated Employees who raise issues under this policy should be prepared to explain their
where they give rise to a reasonable basis for investigation (although anonymous grounds for concern to the person contacted. By way of general guidance, an
concerns will inevitably be more difficult to investigate). employee raising a concern should:
Scope • Disclose the information in good faith;
This policy applies to all businesses within the British Airways Group. However • Believe it to be substantially true;
outside the UK and the US, local rules and policies may apply. The statutory • Not act maliciously or make false allegations; and
requirements relevant to this policy are the protected disclosure provisions of the UK
Employment Rights Act 1996 and the US Sarbanes-Oxley Act 2002. These Acts • Not seek personal gain by raising the issue.
protect employees from victimisation or discrimination where they disclose or report
wrongdoing in the organisation in good faith.
Employees who are concerned about any form of malpractice, improper action or
This policy is not a substitute for the Grievance Policy (EG903) or the Dignity at Work wrongdoing within the scope of this policy are strongly encouraged to raise the matter
Policies (EG101 & EG102) which will be followed if appropriate. The BASI 4 in accordance with the procedures set out below:
procedure should be followed to report safety incidents.
1. Internal Line Management
Examples of specific concerns that this policy covers include:
Where an employee feels able to, he or she should raise the concern with their
1 Source: http://www.britishairways.com/cms/global/pdfs/corporate_responsibility_report_2006/Basi06V1.pdf

line manager. Concerns can be raised orally, but it is good practice for the can only be accessed by the above-mentioned persons. On receipt of the
concern to be recorded in writing at an early stage to ensure that all the details information it will be assessed and the allegations will be investigated, where it is
are correctly understood. The line manager will firstly consider following existing appropriate to do so.
Employeement Guides EG101, EG102, EG903 or Standing Instruction BASI 4.
Please note that it may be necessary in some circumstances to disclose the
When these are not appropriate record details of the concern and determine if
contents of the investigation to others, within or outside the Company, for
he/she is able to investigate any such concern directly. If not, the line manager
example where this is the only way that follow up action can be taken. Depending
will escalate the concern to the Company Secretary who will deal with the
on the nature of the matter, it may also be necessary to report the matter to third
concern in accordance with paragraph 2 below. If the line manager does
parties, such as the police or regulatory bodies,
investigate the concern, he or she should report the matter in writing to the
Company Secretary at its inception, making regular progress reports and
promptly on its conclusion.
The Company Response
2. Alternative Internal Contacts
The person or body responsible for investigating the concern will:
If an employee feels that he/she cannot raise a concern with his or her line
• Acknowledge the receipt of the concern (unless expressed anonymously);
manager for whatever reason, they should contact the Company Secretary on
+44 20 8738 6877 or email alan.buchanan@ba.com. The Company Secretary will • Indicate how the matter will be handled;
record the matter and determine the appropriate approach to managing the
• Endeavour to give an estimate of how long it will take to provide a response; and
enquiry or investigation, which may include appointing an independent person to
review the matter or to refer the matter to the appropriate internal or external • Provide appropriate feedback to the employee as soon as reasonably practicable.
body.
3. External Contacts and Anonymous Reporting
Monitoring and Compliance
If an employee wishes to raise a concern anonymously, if the nature of the matter
Records will be kept on matters raised and reported through this policy. These records
is such that an employee feels that he or she cannot raise it internally, or if the
will be handled with the utmost discretion and will, as far as practicable, be kept
internal process has been followed but the employee still has concerns, he or she
confidential to those involved in the investigation and any follow-up action. The British
should contact the independent external agency which has been set up
Airways Audit Committee will regularly receive reports on matters connected with this
specifically to deal with such concerns. The external agency will record the
policy along with an assessment of the effectiveness of the policy in practice.
concern and refer it to the Company Secretary and The Head of Safety and
Security who will determine the appropriate course of action. This policy and procedure is intended only as a statement of the Company’s policy
and management guidelines, and does not form part of employees' contracts of
The external agency is Safecall and they can be contacted 24/7 on 0870
employment or otherwise have contractual effect.
2410762. A formal process has been agreed with them whereby they will pass all
such information, via encrypted e-mail, to a dedicated BA e-mail address, which

British Airways Standing Instructions Accordingly:

No.17 - Business Integrity – Bribery, Extortion & Corruption1
Bribery & Corruption
Introduction
1. We will not promise, offer or accept improper payments to, through or from any
British Airways and its employees are bound by values of integrity and responsibility. business stakeholder. We will not seek to influence other parties to offer or
The Code of Business Conduct states ‘we do not tolerate bribery and corruption’ accept improper payments whether on our behalf or otherwise. This includes but
(BASI 6). Increasingly, external stakeholders such as ethical investors, our customers is not restricted to customers, agents, suppliers, contractors, franchisees, joint
and our employees also demand that we conduct our business to the highest ethical venture partners, subsidiaries, labour unions, government or regulatory authority
standards. officials.
Standard 2. We will not offer philanthropic donations, community investment or political

contributions to try to obtain or retain undue personal or business advantage or to
It is always unacceptable to promise, offer or accept bribes or other improper refrain or encourage others to refrain from acting in relation to the performance of
payments and favours which can include, for example gifts, entertainment, travel, and his or her duty. All charitable donations and community investment shall be made
upgrades. Improper payments or gifts promised or offered constitute bribery and in accordance with BASI 16.
corruption:
• if it is illegal
Gifts & Entertainment
• if it creates an obligation or perception of obligation for either party
We will not promise, accept or offer any business stakeholder gifts or favours of more
• if it cannot be transacted transparently than nominal value in open market conditions. The following limits apply:
• if it is unreasonable in terms of value and/or frequency • We will not offer or accept gifts or entertainment of value greater than £100 for
• if the intention of the payment or favour is to obtain or retain undue personal or tangible goods and greater than £200 for intangible goods such as travel and
business advantage; to encourage others to refrain from acting in relation to entertainment.
performance of their duties; to willingly refrain from performing our own duties • Tangible gifts received of value greater than £50 and less than £100 may be
• if exposure is likely to cause embarrassment to the individual concerned or to accepted but must not be retained for personal consumption. These goods shall
British Airways be donated by British Airways to an approved charity.
• Gifts received of value less than £50 may be retained for personal consumption.
All goods given or received must be properly accounted for by local line management
and shall be subject to audit. The values set out above may be varied by a Leadership
Team Director as part of a tailored departmental policy more appropriate to the
1 Source: http://www.britishairways.com/cms/global/pdfs/corporate_responsibility_report_2006/Basi17V1.pdf

relevant department or to a specific country in question. All such local policies must be Implementation
clearly documented and filed with the Company Secretary.
1. Those who work for or on behalf of British Airways will not be penalised in any
Extortion way for business advantage lost due to adherence to this policy.
We will actively resist extortion and all other demands for improper payments made 2. Any actual or perceived threat or security risk to British Airways or its employees
under duress. In exceptional circumstances if minor payments mus t be made in order as a result of a refusal to engage in bribery, corruption or extortion or to make
to secure short term personal safety and/or immediate business continuity, such inappropriate payments must be immediately reported to the Director of Safety,
payments must be accounted for by local senior management and subject to audit. All Security and Environment.
such payments must be reported to the Company Secretary for further investigation.
3. Local management are responsible for implementation of this policy including
Conflict of Interest regular training and monitoring.
1. Those who work for or on behalf of British Airways may not privately use or offer 4. Breach of this policy may lead to disciplinary action for British Airways
to others access to or use of company resources including assets, funds or employees. For others, a breach of this policy may lead to termination of the
intellectual property without advance authorisation from their line manager. relationship with British Airways.
2. Those who work for or on or behalf of British Airways must declare to the 5. The Leadership Team will review this policy and monitor performance and
Company Secretary any personal conflict of interest. It is deemed to be a conflict compliance to this policy at least annually. Rod Eddington Chief Executive Officer
of interest where (i) an individual’s duties involve transactions with another
undertaking and (ii) the individual has an interest, financial or otherwise in the
undertaking concerned (with the exception of shareholdings worth less than
£20,000 in a publicly listed company).
3. Employees shall not take advantage of their influence as a representative of BA
in order to accept favourable terms and conditions including discounts and other
incentives, for personal transactions with an outside entity if he/she (i) is currently
involved in transacting on behalf of BA with this entity, (ii) has been involved in
transactions on behalf of BA in the past or (iii) is likely to transact on behalf of BA
in the future.

479. Toyota Industries
Toyota Industries Report 2008 1 individual employees, the handbook focuses closely on laws and corporate ethics and
clearly describes acceptable and unacceptable behavior. These conduct guidelines
Corporate Governance serve as the basis of the Group’s overall corporate conduct, whereby we continuously
Thorough Implementation of Compliance via the Corporate Code of Conduct strive to promote a deeper penetration of these guidelines via education and training.
Committee Toyota Industries believes that compliance transcends the mere Setting Up the Corporate Ethics Hotline and Other Consultation Desks
adherence to laws and regulations and also encompasses respecting local cultures
and customs in a manner that is in step with the changing times. As one channel for employee consultation on compliance-related matters, we
established the corporate ethics hotline staffed by outside lawyers. By strictly
The Corporate Code of Conduct Committee, chaired by the president, is tasked with protecting employee privacy to ensure they are not placed in a disadvantageous
controlling the Toyota Industries Group’s overall corporate conduct in areas related to position, we are building a structure that enables employees to rest assured when
compliance and crisis response. Consisting of directors, managin g officers and seeking advice on a variety of compliance-related matters.
corporate auditors, the committee convenes several times per year to confirm the
status of any important incidents that may have occurred as well as countermeasures As part of a structure capable of properly responding to compliance matters, we have
and responses adopted. The committee draws on these outcomes to deliberate on also set up various types of consultation desks to address opinions and requests of
matters to be addressed in the coming year. customers and local residents as well as to respond to an array of concerns and
questions from employees and their families.
We also carry out Company-wide education and training programs according to the
level of employees ’ positions and their fields of specialization, while the designated
legal compliance departments handle education of persons in charge of related
departments. In addition, we undertake a diversity of enlightenment activities to raise
employee compliance awareness levels. We have augmented these initiatives by
introducing compliance e-learning for management supervisors, and in fiscal 2008 all
participants completed this program.
Moreover, we hold regular compliance study sessions for presiden ts and persons
responsible for executing business at subsidiaries and affiliates as an integral part of
our thorough Group-wide compliance.
Conduct Guidelines: Publishing Handbook for Corporate and Employee
Conduct
To ensure thorough compliance across the entire Group, we have compiled specific
conduct guidelines in the Handbook for Corporate and Employee Conduct (first edition
issued in 1998, revised in November 2006) and require all employees to engage in
sound conduct. Clarifying matters that must be adhered to both as a company and as
1 Source: http://www.toyota-industries.com/ir/library/annual/2008/tir/full.pdf

481. Bombardier
Corporate Responsibility Report 20081

Corporate governance and risk management
1Source: http://www.bombardier.com/files/en/supporting_docs/BOMBARDIER_Corporate_Responsibility2008_Secured_en.pdf

Sustainable business strategy and opportunities to create value Code of Ethics and Business Conduct1
Embedding sustainability at Bombardier – People BUSINESS PRACTICES

Employees, suppliers, partners and other third parties representing Bombardier must
avoid giving or receiving gifts or entertainment if these might improperly influence the
recipient’s judgment or might be perceived to do so.
Gifts can include goods, services, favours, loans, trips, accommodation or use of
property, etc.
Sometimes in business, for example, in certain cultures, an exchange of gifts is
appropriate. In such instances, the gifts should be reasonable, in good taste, and have
token or nominal value. Employees must never give or accept gifts when prohibited
from doing so by law or by the recipient’s or donor organization’s policies.
Illegal and Improper Payments
Bombardier employees, suppliers, partners and other third parties are strictly
prohibited from offering or taking any form of illegal or improper payment. Bombardier
funds and assets must never be used for any unlawful purpose. As an employee, you
must never approve, authorize or make any payment, gift or favour to any person in a
position of authority, such as a government or corporate official, in order to obtain
favourable treatment in negotiations or the awarding of contracts, or any other
dealings.
Anti-Corruption Laws
Bombardier complies with anti-corruption legislation in all jurisdictions where it
operates. This legislation includes the Corruption of Foreign Public Officials Act of
Canada (and its amendments), which applies to Bombardier’s global business.
Bombardier employees, suppliers, partners and other third parties (such as agents)
must never make or approve an illegal payment to anyone, under any circumstances.
1Source: http://www.bombardier.com/files/en/supporting_docs/CODE_EN_2005. pdf

If you are authorized to deal with thirdparty agents, you must comply with • your Legal Services representative;
Bombardier’s Policy Concerning Practices in International Business and Marketing.
• an Internal Audit representative; or
REPORTING VIOLATIONS
• the next level of management.
Any individual in the employ of Bombardier, or any customer, supplier, partner or other
third party, who becomes aware of a possible violation of the Code, or of a violation of
the law by the Corporation or any of its employees, has an important duty to report it. Generally, your supervisor should be able to resolve the issue rapidly. If you report a
While it is natural to have misgivings about raising such a concern, you are strongly violation and it is not investigated, raise it with one of the other contacts listed above.
encouraged to do so, as remaining silent could have serious negative consequences
Bombardier employees, customers, suppliers, partners and other third parties can
for the Corporation.
also raise concerns with Bombardier’s Compliance Officer:
When an Action is Unethical
• By regular mail
When in doubt about a decision that involves workplace ethics, ask yourself the Bombardier Compliance Officer
following questions. If the answer(s) makes you feel uncomfortable, the proposed 800 René-Lévesque Blvd. West
action might not be appropriate. Montréal, Québec
Canada H3B 1Y8
• Is my action in line with the Bombardier Code?
• Is my action legal?
• By telephone
• Is my action honest and fair? (514) 861-9481
By e-mail
• How would my family, friends and neighbours react if they knew about my action?
compliance.office@bombardier.com
• Would customers or shareholders approve of my action?
Alternatively, Bombardier employees, customers, suppliers, partners and other third

Who to Contact parties can report their concerns through a secured reporting system offered and
managed by an independent third party. Details on how to access this reporting
If you have questions, need guidance or have grounds to believe that a provision of
service are available to you on the Bombardier Web site (www.bombardier.com).
this Code has been breached, or that you may have breached the Code, you should
promptly speak to one of the following: Confidentiality and Anonymity
• your supervisor; All inquiries will be handled promptly and discreetly. If you report a possible breach of
the Code, you have the right to remain anonymous, and confidentiality and/or
• your Human Resources representative;
anonymity will be maintained. However, it is usually easier to conduct a full and fair
investigation of your concerns if you identify yourself and those involved.

Bombardier will make every effort to keep you informed about the action taken to
address your concern.
You will not be penalized, dismissed, demoted or suspended and no retaliatory action
will be taken against anyone for reporting or inquiring in good faith about potential
breaches of the Code or for seeking guidance on how to handle suspected breaches.
PENALTIES FOR VIOLATIONS
Failure to respect the letter or the spirit of the Code or the law may lead to disciplinary
measures commensurate with the violation, including termination of employment.
Employees who break the law expose both themselves and the Corporation to
criminal penalties (such as fines and jail sentences) or civil sanctions (such as
damage awards or fines).

482. Bank of Ireland Group
Group Code of Conduct1 have in raising your concern and, if you ask, can pass information to the appropriate
person directly on your behalf. In particular, if you report concerns regarding the
Your personal responsibilities under this Code Group’s accounting, financial control or audit processes, PCaW will contact the
Chairman of the Audit Committee directly.
Good Faith Reporting of Wrongdoing
PCaW ’s contact details are appended to this Code.
You are obliged to report suspected breaches of this Code of Conduct or of any Group All good faith reports and resulting investigations will be kept confidential, unless
policy or code. You will not suffer because you have made a report in good faith to the disclosure is required under any enactment, regulatory requirement or an order of a
Group or to an appropriate authority. Court. Separate specific legislative/regulatory frameworks (for example, the UK Public
• “Good faith report” means a report of conduct defined as wrongdoing, where the Interest Disclosure Act, 1998) will be directly applicable to certain business units and
person making the report has reasonable cause to believe the report is true and this Code does not replace such provisions.
where the report is made without malice. Conflicts of Interest – Gifts, Sponsorship and Invitations
• “Wrongdoing” means a breach or suspected breach of these standards, or a You may not accept gifts, offers of sponsorships or invitations if they could be deemed
concern in respect of potential improprieties including but not limited to matters of to influence or compromise your position or any business decision of the Group.
financial reporting, financial control, accounting and auditing or other matters.
The offer of invitations, gifts, payments, services, hospitality or other benefits which
could be seen to compromise your integrity or affect your ability to exercise
All employees are accountable for their actions and, as such, the Group regards independent judgement, should be notified, in all cases, to your manager, senior line
genuine whistle-blowers as witnesses of wrongdoing, not as complainants. We hold management or compliance officer, regardless of whether you intend to accept the
each other accountable, so an individual making a properly motivated Good Faith offer. Should you wish to accept such an offer, you should obtain prior approval in
Report is acting to defend the Group’s reputation and integrity, and is supporting the writing.
word and spirit of this Code of Conduct. However, a good faith report should not be As it is not practical to place a Group-wide monetary value on what is acceptable,
treated as an alternative or substitute remedy for staff disputes properly considered in management will, from time to time, issue local guidance on the offer of invitations,
the context of grievance procedures. gifts and other benefits which may not be accepted without prior approval.
If you wish to make a good faith report you should do so in accordance with the As a general rule, meals, refreshments, entertainment, accommodation or travel of
whistleblowing procedures applicable to your unit, or following the procedures set out reasonable value, should only be accepted on the basis that the expense would be
in the Group Good Faith Reporting policy. deemed to be an appropriate business expense if it were to be charged to the Group.
In addition, if you are unsure about whether or how to raise your concern, you can No sponsorship should be sought or accepted by a staff member in his/her capacity
contact the independent UK-based charity Public Concern at Work (PCaW) for advice. as a Group employee or as a member of a Group Club/Society where it could be seen
All contact with PCaW is confidential; Group management will not be informed of your to influence or compromise business decisions.
contact without your prior consent. PCaW can provide advice about the options you
1Source: http://www.bankofireland.com/includes/about_us_new/pdfs/group_co de_of_conduct.pdf

Following the Code The Group does not approve of any actions outside these rules, even if you believe
that such actions are performed for the benefit of the Group. Where your position
You are responsible for knowing the contents of this Code of Conduct and adhering to
requires you to make judgments on behalf of the Group, the Group requires you to
the standards as detailed herein. Where you are responsible for managing other
comply in full and make your decisions with complete integrity, honesty and
employees, you should ensure that they make themselves aware of the provisions of
transparency, and to be accountable for your decisions.
this Code.
It should be noted that you, and/or others, may be disciplined internally or prosecuted
Where this Code refers to the need for you to have ‘approval’ for any action, you must
externally for any failure to comply with legislation or regulation dealing with Taxation,
apply in writing for such approval, and ensure that the approval is confirmed in writing,
Money Laundering, Company Law, Market Abuse, Data Protection, Consumer
and you should retain these written records.
Protection, Competition Law, Equality and Health and Safety legislation or other
The Group may, from time to time, assess your awareness and knowledge, as well as relevant regulations or codes of practice. You must adhere to any specific guidelines
compliance with this Code. You may also be asked to make a declaration of your published by the Group on these subjects. Falsification or concealment of records,
awareness and understanding of the Code and its implications for your duties. interference in auditing processes or illegal destruction of documentation are all
prohibited under this policy.
If a situation arises where you find yourself inadvertently in b reach of this Code, you
should - without delay - consult your manager, compliance officer, senior line Once again, if you are in any doubt as to how any of these subjects affect you, you
management or the Group Secretary who will deal with the matter in a sympathetic should raise the matter with your manager, senior line management or compliance
manner and ensure that the breach is remedied effectively. officer.
However, a wilful breach of any provision in this Code or failure to disclose a known
inadvertent breach will be regarded seriously and may lead to disciplinary action
which may include dismissal.
Responsibilities that your role may bring
Legislation/Regulation/Codes of Practice and Policy

All business decisions and actions taken must comply with the la w, any applicable
regulatory directives, all relevant codes of practice (including voluntary codes to which
the Group subscribes) and Group Policy.
As indicated in the Compliance Policy Statement, the Group is resolute in our
commitment to compliance in full with the legal, regulatory and other requirements of
the various jurisdictions in which the Group operates and will p rovide guidelines
covering such requirements which must be followed by staff at all times.

483. Linde Group
Corporate Responsibility Report 20081 reports can be made in respect of potential irregularities in the fields of accounting,
internal accounting controls, auditing matters, bribery, banking and financial crime.
Values and Guidelines
What you should know before making a confidential report.
Code of Ethics und Integrity Line The Integrity Line shall not replace Linde Group‘s regular information and reporting
channels. You are encouraged to report any potential irregularity to a line manager,
Our position as a world -leading gases and engineering company is based on certain supervisor, quality control personnel or internal auditor.
rules and standards. The Linde Group Code of Ethics provides a sound basis for
exemplary behaviour in our daily operations and activities. The Integrity Line may be used for reports in respect of potential irregularities in the
fields of accounting, internal accounting controls, auditing matters, bribery, banking
The Code of Ethics comprises around 20 key rules that apply to a ll employees in our and financial crime, where the interests not only of a local Linde entity but of several
company. Linde entities or of the Linde Group are affected.
Launched in 2007, the Linde Group Integrity Line is a reporting system designed to Reports in respect of other matters than above shall be made through Linde‘s regular
record all violations of the Code of Ethics. The Integrity Line is available to employees information and reporting channels. Where such a report has been submitted through
and third parties 24 hours a day, seven days a week. It can be accessed from a web the Integrity Line, the facts reported may be forwarded to the appropriate local level
portal or by phone, post, e-mail and fax. when the vital interests of the data subject or the moral integrity of employees are at
We encourage our employees to initially discuss any issues with their line manager. stake or when under national law there is an obligation to communicate the
information to public bodies or authorities competent for the prosecution of crimes.
All issues reported via the Integrity Line are coordinated by the Linde Compliance
Facilitator in line with data protection regulations. When making a report, your identity will be kept confidential at all stages of the
process and will not be disclosed to third parties. But please note, that your identity
may need to be disclosed to people conducting the inquiry into your report as well as
to relevant people involved in any subsequent judicial proceedings or law enforcement
investigation instigated as a result of the inquiry conducted.
Corporate Responsibility²
You are asked to maintain confidentiality of the content of the report made via the
Integrity Line Portal Integrity Line.
The Linde Code of Ethics determines how Linde will maintain its relationships with You are advised that reports made in bad faith may lead to disciplinary actions.
governments, businesses, the environment and people. These standards also provide
clear guidance on how we are expected to act in certain circumstances and will Linde does not encourage anonymous reports. Anonymous reporting may have
ensure that Linde’s good reputation will be maintained and enhanced. effects on the level of the investigation undertaken in respect of your report. Therefore
we ask you to disclose your identity. Anonymous reports will be processed and
We have implemented the Linde Integrity Line to provide additional means by which investigated only after it has been determined whether the anonymous report merits
further review or inquiry.
1 Source: http://www.linde.com/international/web/linde/like35lindecom.nsf/repositorybyalias/cr_report_2008_en/$file/cr_report_2008_en.pdf
²Source: http://www.linde.com/international/web/linde/like35lindecom.nsf/docbyalias/nav_InterLinePortal

What happens to my report? We assure you that all information you report to us will be treated with confidentiality.
When making contact, we do however request you to inform us voluntarily of your
After you have send your report you will receive a “Report received” message with
name, your company and department, your telephone number and/or e-mail address.
your report reference number. This number can be used, if you have any questions or
This also enables us to contact you in order to clarify any further questions.
amendments to your report.
Your report will be forwarded via secured e-mail to the Linde Integrity Committee
which is assisted by the Linde Compliance Facilitator. This Committee consists of up
to four members formed of representatives of the following Group divisions: Group
Internal Audit; Group Legal; Corporate Communications; and Group HR. It has been Code of Ethics 1
set up with a view towards further safeguarding the integrity of the processing of
Ethics and compliance within The Linde Group
reports. The Committee will oversee the processes, including the review of reports
and determinations on further process.
What does the code mean for each employee?
Reports will generally be forwarded to the appropriate local level for further review and
inquiries. Where the contents of a report require further processing on a central level, Each Linde employee must, using the code as a reference point, learn and comply
the report will continue to be processed under the authority of the Linde Integrity with the standards and laws that apply to their job. The code applies to all employees,
Committee. directors and officers. Linde will seek to influence and encourage its business partners
to adopt the standards set out in the code. The standards in the code must be applied
What alternative methods of making contact are available? to all our business operations.
You can call us free of charge when reporting an infringement by telephone The code does not alter the terms and conditions of employment with Linde. Rather it
Please click here for the number for your particular country If you do not find your helps each of us to understand what is expected of us to make sure we always act
country in the list, please dial the number under "Integrity Line Reverse Charge". responsibly and with integrity. Linde will actively monitor the standards set out in the
code. Failure to comply with the standards set out in the code may result in
- Use the following number to send us a fax: disciplinary action, including dismissal, and may also result in criminal or civil
+49 (0)89 - 3 57 57 - 10 03 prosecution.
- You can send us an e-mail at the following address: The Linde Group Integrity Line
integrity@linde.com
Whilst working for The Linde Group, there may be occasions where individual
- You can also contact us by post. Please send your report to: employees have concerns about their work or the business of the company.
Linde AG Employees are encouraged in such circumstances to share and discuss these issues
Linde Integrity Committee with their line manager before considering other avenues for resolving their concerns.
Klosterhofstr. 1 If it is not possible to share or discuss a concern with a line manager then an
D-80331 Munich employee can choose to raise certain qualified concerns through The Linde Group
Germany Integrity Line.
1 Source: http://www.linde.com/international/web/linde/like35lindecom.nsf/repositorybyalias/cr_ec_coe/$file/CodeOfEthics_070911.pdf

The Linde Group Integrity Line as described below is an integral part of ethics and • By fax +49.89.35757-1003.
compliance within Linde and the means by which concerns or allegations may be
raised by both internal and external stakeholders of The Linde Group. The Linde
Group Integrity Line will operate in a respective jurisdiction or business, having taken However, the foregoing means of raising questions, obtaining help or reporting an
into account all necessary consultation requirements and the approval processes incident are not exclusive. Employees remain free to raise questions, obtain help or
mandated under applicable local law. You will be informed when and how The Linde report an incident in any other appropriate manner. Once a concern is received, it will
Group Integrity Line will be introduced and operated in your organisation. The Integrity be logged on a dedicated confidential database, given a unique identifying number
Line shall be managed collaboratively by the Linde Integrity Committee, comprising and be dealt with by the Linde Compliance Facilitator.
Group representatives from Corporate Communications, Human Resources, Internal
This will be done in accordance with the applicable process designed to ensure that
Audit and Legal.
all concerns are treated fairly, dealt with quickly and communicated appropriately. All
Employees who have questions, need advice or want to report a (potential) violation of concerns reported to the Compliance Facilitator will be dealt with in accordance with
The Linde Group Code of Ethics will be able to speak with their line manager or data protection legislation. Linde will not tolerate retaliation against any concern that is
supervisor. If the (potential) violations involve the supervisor or line manager, the reported in good faith.
employee is able to talk to another manager or with Human Resources, Internal Audit
or a Legal representative. Dealing with our Employees
If for any reason an employee cannot raise a certain qualified concern with their line Bribery
manager or with any of the other people or functionaries named above, then they will
still be able to raise their concerns 24 hours a day, 7 days a week through the Integrity a) Issue
Line in the areas of accounting, internal accounting controls, auditing matters,
• Bribery is the giving to or receiving by any person of anything of value, either
improper payments, and banking and financial violations where the interests not only
directly or indirectly, as an inducement to gain an advantage or influence contrary
of the local Linde entity but of several Linde entities or of the entire Linde Group are
to the principles of honesty and integrity.
affected. There are several ways this can be done:
b) Guidance
• Through a dedicated web portal designed to receive concerns.
• Linde will not tolerate bribery in any form.
• Through a globally accessible Integrity Line phone operated through a third party
company that manages these calls for The Linde Group. • Employees should never give or accept, directly or indirectly, a bribe in any form.
• By e-mail to a dedicated confidential inbox operated by the Linde Compliance • Third parties acting on behalf of Linde are prohibited from giving or accepting
Facilitator – integrity@linde.com. bribes, directly or indirectly.
• By normal post marked for the attention of the Compliance Facilitator –
Leopoldstrasse 252, 80807 Munich, Germany.
1 Source: http://www.linde.com/international/web/linde/like35lindecom.nsf/repositorybyalias/cr_report_2008_en/$file/cr_report_2008_en.pdf

Gifts and entertainment
a) Issue
• Giving or receiving gifts or entertainment can build understanding and goodwill in
everyday business life.
• They can also erode the confidence and trust of others if not managed correctly
in your business decisions and in the management of The Linde Group.
• They can also appear unfair to other stakeholders.
b) Guidance
• A gift and entertainment policy may be applicable to your business, function or
region. You should review and act in accordance with the policy relevant to you.
Ethics and compliance within The Linde Group
What does the code mean for each employee?

Each Linde employee must, using the code as a reference point, learn and comply
with the standards and laws that apply to their job. The code applies to all employees,
directors and officers. Linde will seek to influence and encourage its business partners
to adopt the standards set out in the code. The standards in the code must be applied
to all our business operations.
The code does not alter the terms and conditions of employment with Linde. Rather it
helps each of us to understand what is expected of us to make su re we always act
responsibly and with integrity. Linde will actively monitor the standards set out in the
code. Failure to comply with the standards set out in the code may result in
disciplinary action, including dismissal, and may also result in criminal or civil
prosecution.

486. Royal KPN
Sustainability Report 2008 1 2. This whistleblower procedure describes the possibility for employees of KPN and
its subsidiaries to report presumed frauds relating to questionable accounting and
Codes of Conduct and corporate governance KPN is aware of its social and ethical auditing matters or other material frauds, directly and – if so desired –
responsibility and wants its way of working to be strictly consistent with the law and anonymously, to KPNs Audit Committee.
with social and ethical standards. We are therefore working according to a Company
Code of Conduct that is based on our core values: personal, trust and simplicity. 3. The report can be made either by telephone or in writing.
Every interested party, whether customers, shareholders, employees, suppliers, a. A report by telephone should be made through the Hotline Financial Fraud.
competitors, environmental organizations, international contacts or society as a whole The report can be made anonymously. The Hotline Financial Fraud is accessible
can hold KPN to account on these core values. KPN’s Code of Conduct is featured (in through the following telephone numbers:
Dutch only) on its web site at www.kpn.com/bedrijfscode. In order to translate the
Company Code of Conduct into the way staff do business on a day-to-day basis a b. A written report should be addressed to the Audit Committee. If the report is
number of supporting codes apply. These shed light on the internal rules that apply at not made annymously, receipt of the report will be confirmed to the sender as
KPN. These supporting codes are divided into four clusters: soon as possible. The report can be directed to the following address:
1) integrity; Drs. J.B.M. Streppel,

Chairman of the Audit Committtee of Royal KPN N.V.
2) competition; p/a P.O. Box 202
3) insider trading; and 2501 CE The Hague
The Netherlands
4) general and IT security.
Telephone Access
Country Languages Fee
number code
To supplement the rules in the supporting codes KPN has introduced three specific
guidelines: the whistleblower procedure, fraud policy and the integrity review protocol. Netherlands 0800 0222931 5766 Dutch, English Toll free
Germany 0800 0007534 5764 German, English Toll free
Dutch, French,
Belgium 0800 80863 5765 Toll free
English
Whistleblower procedure ²
Procedure for reporting of questionable accounting and auditing matters and material Other + 44 121 746
5766 Dutch, English Paid
fraud country 5371
1. KPNs fraud policy describes three methods of reporting presumed frauds: (1) 4. The report must be reasoned. Non-reasoned reports shall not be considered.
direct or (2) indirect to KPN Security or (3) through this whistleblower procedure.
1 Source: http://www.kpn.com/verslaglegging08/MVO_verslag08/downloads/pdf/KPN_SustainabilityReport08.pdf
²Source: http://www.kpn.com/web/file?uuid=19c0777d-2f49-457c-9bf4-896807e6e145&owner=ae52efca-8115-4bc3-a511-3c97b13a0b8a

5. Any report under this procedure will be treated strictly confidentially and will be
considered by the Audit Committee as soon as possible, on the basis of honesty,
integrity, reason and fairness.
6. The report may lead to the commencement of an investigation, in which case the
identity of the informant will not be made known. The Audit Committee will
monitor the progress and completion of the investigation.
7. During the period in which the report is being considered, the informant will not
seek internal or external publicity, unless the Audit Committee has refused to
investigate the report and all other possibilities for internal consultation have been
used.
8. The informant will be informed of the results of the investigation, unless the report
was made in writing and anonymously.
9. The report shall not have disciplinary implications and no other measures under
labour law shall be taken towards the informant, provided the informant has acted
in good faith. Should the report lead to a disturbed working relationship, KPN and
the informant will, based on the principles of honesty, integrity, reason and
fairness, jointly seek an appropriate solution.

487. DirecTV Group
Code of Ethics and Business Conduct1 3. Social amenities, entertainment and other courtesies may be extended to
government officials or employees only to the extent appropriate and reasonable
INTRODUCTION under applicable laws and customs. Gifts of greater than nominal value to, or
[…] Any employee of the Company having information or knowledge regarding a lavish entertainment of, public officials are prohibited. No gifts in the form of cash,
violation, or potential violation, of this Code shall immediately report the same either to stock or other similar consideration shall be given, regardless of amount. Any gift
such person's supervisor or through the Company's Helpline (800-385-9470). about which an employee is uncertain should not be made without the written
Retaliation or reprisal of any kind against an employee who reports a violation (or, in approval of the Company's General Counsel. Any expenses incurred by a
good faith, potential violation) of this Code is strictly prohib ited. Company employee in connection with the matters discussed herein shall be
accurately recorded on the Company's books and records.
The Company may regard any employee's acts in violation of this Code to be outside
the course and scope of that employee's employment. Any employee who is found to
have violated this Code may be subject to immediate disciplinary action, including Business Hospitality
reassignment, demotion or, when appropriate, dismissal. Legal proceedings may also
be commenced against such individual to recover the amount of any improper Business entertainment (including meals and transportation), gratuities and gifts,
expenditures, any other losses which the Company may have incurred or other whether offered by Company employees or their families to third parties or extended
appropriate relief. Violators may also be prosecuted by public officials under to Company employees or their families by third parties, are permitted, provided the
applicable criminal statutes. entertainment, meal or transportation is not lavish or excessive and the gift or gratuity
given is of nominal value and does not consist of cash or cash equivalents (e.g., gift
CONFLICTS OF INTEREST certificates). Neither should exceed the bounds of good taste or customary business
standards in the community. Care should be exercised to ensure that any business
Dealing with Government Officials entertainment or gift cannot reasonably be construed by the recipient as a bribe or
improper inducement. The nature of the transactions should be such that their public
Employees who have dealings with government officials shall conform to the following disclosure would not be embarrassing to the Company or the recipient. All funds
standards: expended for business entertainment and gifts must be documented accurately and
1. All employees who contact public officials must be familiar with the applicable reflected in the books and records of the Company.
lobbying laws and public disclosure requirements, particularly those laws or For more detailed information on these restrictions, reference is made to the
regulations that pertain to registrations or filings that must be made by the Company's Policy on Company-Paid Expenses for Business Visitors, which is
Company. available to employees on the Company's Intranet website.
2. No payment shall be made to, or for the benefit of, any public official in order to Prohibited Payments
induce or entice such official to enact, defeat or violate any law or regulation for
the Company's benefit; to influence any official act; or to obtain any favorable • Bribery and Kickbacks
action by a governmental agency or official on behalf of the Company. No employee of the Company shall directly or indirectly offer, give, solicit or
1 Source: http://files.shareholder.com/downloads/DTV/604818916x0x169407/eb15c7c2-2203-420e-8bf8-6cf0dc3149ad/DTV_WebDoc_3407.pdf

accept any money, privilege, special benefit, gift or other item of value for the
purpose of obtaining, retaining or directing business, or bestowing or receiving
any kind of special or favored treatment for the Company. The Company does not
permit or condone the use or receipt of bribes, kickbacks or any other illegal or
improper payments in the transaction of its business. The use of any outside
consultant, attorney, accountant, or agent in any manner or for any purpose that
would be contrary to this prohibition is prohibited.
• Business Dealings Outside the United States
The Foreign Corrupt Practices Act (the "FCPA") prohibits a U.S. citizen from
engaging in certain types of activities. In accordance with the provisions of the
FCPA, no director, officer, employee or agent of the Company shall give, or offer
to give, directly or indirectly, anything of value to any foreign official (including an
official of any political party or candidate for any political office) for the purpose of
(i) influencing any act or decision of the recipient in his official capacity; (ii)
inducing the recipient to use his influence to affect any act or decision of any
foreign government; or (iii) inducing the recipient to do or omit to do any act in
violation of the lawful duty of such person. The FCPA provides that an individual
may be fined up to $100,000 and imprisoned for up to five years for any violation
of the FCPA. In addition, the Company is subject to substantial monetary
penalties for violations of the FCPA by its employees or agents and is prohibited
from directly or indirectly paying the monetary fines imposed on individual
violators of the law. Modest gratuities and tips may be paid solely for the purpose
of expediting or securing the performance of a routine action required to be taken
by foreign governmental officials, representatives of customers or suppliers or
other persons whose duties are essentially ministerial or clerical in nature.
However, such payments may not be made if they are in violation of local law or
in order to influence a foreign official or other person to make a decision that the
individual is not required to make, such as any decision whether, or on what
terms, to award new business to or to continue business with a particular party.

489. Xerox
Our Commitment to Global Citizenship – The 2008 Report 1 • Supplier guidelines.

• Fair competition, antitrust, international trade and export control.
Conducting Our Business with Integrity and Transparency
• Bribery, improper payments, insider trading and money laundering.
Code of Conduct
• Collusive bidding and kickbacks.
We are committed to conducting our business responsibly and in the best interests of
our customers, employees, shareholders and the communities in which we work and
live. We have had an employee Code of Conduct in place for nearly 40 years and all Ethics
of our employees acknowledge their comprehensive understanding of it each year. The Xerox Ethics and Compliance Governance Board, a committee of 21 senior
Key topics include: executives from business units and corporate functions, integrates the company’s
ethics and compliance program into all worldwide business operations. The Board,
• Conflicts of interest. through the Chief Human Resources and Ethics Officer, reports to the President’s
• Legal and financial requirements and controls. office and to the Audit Committee of the Board of Directors.
• Employee and customer information privacy, including data protection and Key components of the ethics and compliance program include:
security, record retention and proper classifications of information. • Global Code of Conduct for all employees (produced in 18 languages).
• Intellectual property. • Annual CEO Communiqué on business ethics distributed to all employees.
• Proper use of information systems and company assets. • Annual certification that senior managers are in compliance with the Code of
• Environment, health and safety. Conduct and have processes in place to support the ethics and compliance
program.
• Diversity and inclusion.
• Annual acknowledgment by all employees of the Code of Conduct.
• Harassment.
• Periodic training for all employees on the Code of Conduct and supporting
• Use of alcohol and controlled substances. policies.
• Violence-free workplace. • Ethics Helpline, accessible toll-free from anywhere in the world, plus direct e-mail
• Gifts and entertainment. access to the Ethics Office.
• Guidelines for dealing with government customers. • Monthly ethics survey to a random sample of employees, conducted in seven
countries.
• Community and political activities.
• Ethics Web site, newsletters and company Intranet postings.
1Source: http:// www.xerox.com/Static_HTML/citizenshipreport/2008/citizenshipreport08.pdf

The Ethics Office has a formal, consistent method for assessing alleged violations and Reimbursement for reasonable and bona fide expenditures, such as travel and living
complaints and directing them to the appropriate functional areas for investigation, expenses incurred by customers and directly related either to the promotion of
resolution and closure. products or services or to the execution of a contract, may be permitted if properly
authorized and recorded. You should consult with OGC.
While the Ethics Office can respond to many cases right away or take action simply
after clarification or guidance, about 26% of incoming cases (three-year average) Money Laundering
involve an allegation of wrongdoing and require investigation. In 57% of the
We only do business with reputable customers who are involved in legitimate
investigations, at least some part of the allegation is substantiated. All of these cases
business activities and whose funds are derived from legitimate sources. People
result in some sort of disciplinary action – counseling, training, warning letter, job
involved in criminal activity, including terrorism, may try to hide the proceeds of their
reassignment, financial penalty and, in some cases, dismissal from the company. In
crimes or to make these proceeds appear legitimate by laundering them through a
addition to disciplinary action, resolution of many cases may also involve changes in
legitimate business. Many countries have laws that prohibit accepting or processing
process or policy to prevent future occurrences.
the proceeds of criminal activities.
Our Company integrity and reputation can be severely damaged if we fail to detect
customer relationships and transactions that place us at risk. If you become
suspicious or have questions about money laundering, raise your concerns and
Code of Conduct - Employee Handbook1
questions to your management and to the Business Ethics Compliance Officer or
General Counsel. Resolve any concerns before transactions proceed further.
Ensuring Market Leadership Through Technology
Satisfying Our Customers
Bribery and Improper Payments
We do not condone or participate in bribery or other forms of corruption. We never Gifts and Entertainment
offer anything of value to obtain an improper advantage in selling goods and services, The propriety of giving or receiving employment-related gifts depends on the value
conducting financial transactions or representing our Company in terests to and intent of the gift. We define gifts broadly to include tangible items and cash or
governmental authorities or international agencies like the United Nations. All cash equivalents as well as favors, special considerations, gratuities and discounts.
countries prohibit the bribery of their own public officials, and many also prohibit the
bribery of officials of other countries. The only acceptable purpose of gifts and entertainment is to create goodwill or
strengthen business relationships.
Xerox policy goes beyond these laws by prohibiting improper payments in all of our
activities, with governments, international agencies and in the private sector. Xerox We, or members of our immediate family, may only accept or receive an
policy requires proper accounting for all financial transactions, including payment of employmentrelated gift if it comfortably falls within the range of common business
commissions, fees and gratuities, as well as proper record keeping. We maintain a courtesies. Gifts that make the recipient feel obligated to repay the favor by doing
system of internal controls to ensure that all such transactions are properly and fully business with the giver are always improper. We will not extend a gift or
recorded, and that our records reasonably and fairly reflect these transactions.
1 Source: http://www.xerox.com/downloads/usa/en/i/ir_Code_of_Conduct_EmployeeHandbook.pdf

entertainment to customers if doing so would violate their own policies. Gifts and We do not give U.S. Federal employees—regardless of where those employees are
entertainment may never be lavish, unusual or extravagant in the eyes of a third party. located—any item of value, whether it’s tangible or intangible. In addition, we do not
Under no circumstances do we give or accept cash or cash equivalents, such as gift offer or give anything of value in exchange for favorable treatment between prime and
certificates or gift cards, regardless of the amount, from anyone who has business subcontractors (wherever they are located) to the Federal Government. This type of
dealings with Xerox. exchange is known as a “kickback.” If you suspect that a kickback involving Xerox has
occurred, you should report it to the Xerox Ethics Helpline immediately.
Local operating units are authorized to establish limits on the monetary value of gifts
according to local geographic customs. Our employees are accountable to ensure we When Xerox is pursuing a business opportunity with the U.S. Federal Government,
know the monetary limits for gifts that apply to our operating units. You must let your employees must be aware that the Procurement Integrity Act imposes certain
manager know if you receive any gift, regardless of its value. The appropriate restrictions on employee conduct once a procurement has begun. A procurement
manager must approve the giving of a gift or payment of business expenses (provided begins when a public official initiates a buying decision, and this may be even before a
it does not violate a customer’s own policy) to any person who has business dealings solicitation is made public. When a procurement has begun, Xerox employees may
with us. Stricter standards, where required by law or deemed appropriate by group not: 1) offer employment or business opportunities to procurement officials; 2) offer
management, may be necessary either for organizations, such as Global Purchasing, gratuities to procurement officials; or 3) request source selection information. “Source
or for specific employee job classifications. selection information” is data not otherwise available to the public and used by
procurement officials in making procurement decisions, such as: competitor data,
Public Sector Customers
internal Government analysis reports. Violations of the Procurement Integrity Act carry
We understand and comply with public sector contracting and procurement laws. The serious criminal and civil penalties both for the individual and for the company.
public sector includes governments and governmentowned entities, even if they are
Finally, doing business with the U.S. Federal Government requires us to be aware of
only partially owned by a government. Legal requirements relative to public sector
and comply with the False Claims Act. Under that Act, it is illegal to knowingly and
customers prescribe business practices that vary significantly (generally stricter) from
willfully falsify information to the U.S. Government, conceal a significant fact, and/or
the way we do business with commercial customers. In general, we never offer
make false, fictitious or fraudulent claims. For purposes of the False Claims Act, a
employment to any public official involved in the purchasing process. Similarly, we
claim includes requesting payment or approval from the Government, as well as
never offer gifts, entertainment, bribes or improper payments to public officials.
making statements to the U.S. Government. Examples of false claims include, but are
The applicable laws for doing business with public sector customers vary by country. not limited to: billing for services outside the scope of the contract, billing for labor
before services have been provided, misrepresenting the country of origin of products
We are accountable for knowing these legal requirements and their impact our work.
we supply to federal customers. Violations of the False Claims Act may result in
U.S. Federal Government Customers serious criminal penalties. If you suspect a violation of the False Claims Act, it should
be reported immediately to the Xerox Ethics Helpline.
When Xerox contracts with the United States Government, addition al legal
requirements apply to Xerox and to Xerox employees involved in the performance of
those contracts. We are responsible for knowing and complying with these
requirements, as well as for detecting and reporting occurrences where these legal
requirements may have been violated.

U.S. Federal Government Contractor Compliance Requirements Purpose and Scope

• The Procurement Integrity Act provides that once a procurement has begun,
Expectation for Compliance
Xerox employees are prohibited from:
We each have an individual responsibility to live up to the highest ethical standards of
- Offering employment/business opportunities to procurement officials
business conduct. This Code outlines our expectations regarding our behavior. Failure
- Offering gratuities to procurement officials to live up to our values and compliance standards may result in disciplinary action,
which could include termination for serious offenses.
- Requesting source selection information or other “procurement
sensitive” information Reporting a Concern and Obtaining Guidance
• The False Claims Act, provides that it is illegal to Ethical breaches and non-compliance must be reported. You should only report
concerns or suspected violations if you are doing so in good faith. Abuse of the Ethics
- Knowingly and willfully falsify
Helpline or another reporting process to intentionally harass someone or to knowingly
- Knowingly and willfully conceal a material fact file false information will not be tolerated. We provide a variety of channels for
employees, suppliers and customers to receive guidance regarding ethics and
- Knowingly and willfully make false, fictitious or fraudulent claims
compliance issues and to report suspected ethical violations. These channels include
• Gratuities/Gifts: Xerox employees may not offer or give a gratuity (anything of the Ethics Helpline, e-mail, Internet reporting and both internal and outside mail
value, whether tangible or not) of any type to any U.S. Government employee addresses.
• Bribery: It is illegal to give anything of value to any government official to The Ethics Helpline is available globally 24 hours a day, seven days a week via toll-
influence present or future favourable federal procurement actions free telephone numbers. There is also an Ethics Office Web-reporting tool. We have
contracted with an independent third party that specializes in helpline reporting to
• Violations of U.S. Government contractor compliance requirements may result in
manage the reporting via the Helpline and the Webreporting tool. The third party’ s call
any and all of the following:
specialists document reports made via the toll-free telephone numbers and transmit
- Civil penalties and fines the reports to the Xerox Business Ethics & Compliance Office, which is responsible for
ensuring that all reports are appropriately addressed.
- Personal criminal sanctions
If you report a concern or violation, you are encouraged to provide accurate, complete
- Corporate criminal sanctions
information to permit a thorough investigation or response. Omissions or errors in the
- Contract cancellation, return of all payments received initial data reported (who/what/when/where) may cause a delay in the case intake
process and/ or may delay or negatively impact the case assignment and/or
investigation process.

Our Helpline vendor provides a mechanism by which reporters and investigators may
engage in ongoing communications, in your local language, while maintaining your
confidentiality. Local laws may limit the use of anonymous reporting to specific types
of matters, and our processes incorporate these limits.
If you choose to remain anonymous, our ability to investigate the matter may be
diminished, and we may not be able to fully address your concerns. All complaints,
whether or not reported anonymously, will be handled in a confidential manner, with
disclosure limited to conduct a full investigation of the alleged violation, to carry out
appropriate disciplinary or corrective actions, or to meet legal requirements.
Non-Retaliation
Whether you identify yourself or not, each inquiry is treated in a confidential manner,
and a closed -loop process ensures the appropriate managers and the complainant
are informed of the outcome of the investigation process to the extent possible.
Communications with the Ethics Office are highly confidential and should not be
discussed with anyone, except as the Ethics Office may direct. Reporting suspected
violations of our policies, Code of Business Conduct or other processes benefits the
corporation and elevates the expected behavior of all employees. Any form of
retaliation against any employee for reporting or participating in the investigation of a
suspected violation will not be tolerated.

490. CHS
2008 CHS responsibility report1

On Governance
As a predominantly cooperative -owned business, transparency and open
communication are at the forefront of CHS governance and compliance. The
company’s 17- member board of directors, all full-time farmers elected directly by the
producers and member companies who own CHS, remains committed to developing
programs and leadership skills that ensure disciplined oversight and engaged,
effective and ethical governance for this complex global agribusiness.
All CHS board members completed extensive education in 2008 to receive
certification from the National Association of Corporate Directo rs. Their curriculum
included sessions on board roles and responsibilities, leadership, fiduciary duties,
governance, financial oversight and audits, and executive compen sation.
During 2008, CHS employees completed more than 1,500 hours of online compliance
training. These programs provide employees with essential knowledge on legal
issues, information protection, records management and other topics intended to
ensure the company complies with regulatory requirements and maintains the highest
levels of integrity in all operations.
1 Source: http://www2.chsinc.com/AnnualMeeting/AnnualReport2008/CHS_Stewardship.pdf

491. Heineken Holding
2007 Sustainability Report1
Business ethics
1 Source: http://www.sustainabilityreport.heineken.com/downloads/Heineken_SR07.pdf


Sustainability Data Sheet 20071
Social Performance: Society
Corruption
• SO2: Percentage and total number of business units analysed for risks related to
corruption.
• SO3: Percentage of employees trained in organisation’s anti-corruption policies
and procedures. See under SO2.
• SO4: Actions taken in response to incidents of corruption. No incidents of
corruption have been reported, neither through our internal whistle blowing
programme nor through external channels.
Corporate Responsibility – Principles²

In order to fulfil its business and CR and sustainability ambitions Heineken has
adopted the following principles:
General
Heineken is actively aware of its social responsibilities, participating in societies all
over the world, and lives up to them.
For the continuity of the Company, Heineken strives for a leading financial,
environmental and social performance. To this end, investments in its workforce, its
brands and its breweries are essential to the Heineken Company.
Heineken feels part of the communities in which it operates. It aims to make a
valuable and sustainable contribution to local and global societies.
Heineken has committed itself to providing an excellent and sustainable return on the
1 Source: http://www.heinekeninternational.com/content/live/files/downloads/CorporateResponsibility/Datasheet2007.pdf
²Source: http://www.heinekeninternational.com/businessprinciples.aspx

investment made by its shareholders. It values the support of all its investors and appropriate measures to continuously improve safety and health aspects within its
seeks to communicate with them regularly and openly, providing r eliable and timely facilities. Heineken will maintain a medical policy aimed at providing access to medical
financial and other information. services for its employees and their families.
Rule of Law Heineken will keep in place a policy that is aimed at the development of skills in line
with the natural talents of its employees. For the appointment or career prospects of
Heineken maintains a world-wide policy of compliance with laws and regulations.
employees, Heineken will pay attention only to the suitability of the candidate
Heineken respects local cultures. It will adapt to local situations whenever possible,
(education, personality, skills, working experience) and his or her legitimate demands.
however, without prejudice to the Heineken values and principles or local laws and
Heineken will base its decisions regarding (future) employees solely on the basis of
regulations.
objective criteria. It respects reasonable personal convictions or qualities of (future)
Quality employees.
Heineken assures that its products are produced according to the highest food safety Heineken supports fundamental human rights in line with the legitimate role of
standards. In the case a product does not fully meet these standards, Heineken will business. It secures the human rights of its employees within its facilities. In the case
not hesitate to take appropriate action. As for the use of raw m aterials, it is Heineken’s of external violations of the human rights of its employees, Heineken will provide
policy to only use ingredients that are safe for human consumption. assistance to its best abilities.
Behaviour Heineken believes that children should be able to play and learn. This means that
Heineken will not employ children within its facilities. Heineken will develop
In relationships with employees, customers and other stakeholders, reliability and
programmes to eliminate the employment of children by its business partners.
integrity are essential preconditions. Heineken expects its employees to refrain from
acts that may damage these preconditions. Conflicts of Interest
Heineken strives to provide a high level of enjoyment to its customers and consumers. Heineken expects it employees to avoid conflicts between business and private
Heineken will market and distribute its products in a responsible way. Therefore interests, as well as the acceptance or donation of personal gifts that could influence
Heineken will act in good faith when persuading a consumer to choose one of its the integrity of business decisions.
products. This means that vulnerable groups will not be targeted. Heineken aims to
Competition
provide comprehensive information about the advantages and the disadvantages of its
products in order to facilitate a balanced consumer choice. Heineken believes in the principle of fair competition. It will keep in place policies and
programmes aimed at giving guidance to employees to ensure that they understand
Heineken will be truthful to employees, customers, consumers, governments, financial
competition laws and act in compliance with them.
institutions or other stakeholders. All information it gives wil l be correct and
transparent. Corruption
Employees Heineken believes that corruption must be eliminated from society. It will maintain
appropriate policies and programmes aimed at reducing and avoiding corruption.
Heineken aims to positively contribute to the well being of its employees. It will take

Compliance
It is everybody's individual responsibility to give a correct interpretation of these
principles. Communication, the development of tools, individual advising and
monitoring are Heineken’s responsibilities. The Executive Board, Regional Presidents,
Managing Directors, General Managers, Group Directors and (local) Management
Teams have a specific responsibility, which is amongst others, expressed by
exemplary behaviour and by initiating and assessing activities.
No employee will suffer negative consequences of bringing a breach or suspected
breach of these principles to the attention of a senior manager.
Code of Business Conduct1
1 Source: http://www.heinekeninternational.com/content/live/files/downloads/CorporateResponsibility/Code%20of%20Business%20Conduct.pdf

Business conduct1 Business ethics 1

Code of conduct Our objectives
Our policies covering ethical business practices - specifically those relating to Heineken wants to run its business with respect for international and national laws and
corruption, gifts, fraud and conflicts of interest - have been reviewed over the past few regulations and in compliance with ethical standards. It expects its employees to obey
years. A survey revealed that not all of our operating companies had addressed these the legal requirements in the host country and to take their business decisions solely
issues with absolute rigour. As a result of this survey, we acted swiftly to put a in the best interest of the Company and its stakeholders.
programme in place to establish more consistent standards of business ethics. We
Our strategy
also formulated a code of business conduct to be implemented worldwide. Central to
our actions was the need to explain clearly to employees what Heineken expects of In order to reach our objectives we have adopted an approach based on the following
them in every commercial situation. To download our codes of business conduct pillars:
please click on the PDF link at the bottom of the page.
• The Heineken Code of Business Conduct containing the rules that we want our
Principles employees to follow (in place on a country-by-country basis since 2005)
We do not tolerate corruption or fraud. We believe that corruption must be eliminated • The Heineken Whistle-Blowing Procedure
from society and we have put programmes in place to prevent corruption inside our
• Audit programmes designed to measure the uptake and effectiveness of these
own business. The question of gifts and conflicts and interest is less clear-cut. Social
instruments.
acceptance of 'corporate gifts' varies from one country to another, making it difficult to
lay down hard and fast rules.
Yet we have formulated principles of ethical conduct that take these local variations
and sensitivities into account. They prohibit employees from allowing business and
personal interests to conflict, or from accepting or giving personal gifts that may impair Corporate Responsibility – Whistle blowing²
ethical business relations or jeopardise decisions. Heineken is committed to comply with local laws and regulations, but also to act in
Internal dialogue accordance with its own values and principles. Despite all our efforts, it may occur that
individuals act unethically on behalf of the company. Such behaviour can cause harm
Because it is vital that our international code of conduct is consistent with local to society, other individuals or the Company itself. For this reason, every employee (or
standards and values, the Heineken business conduct programme is based local other person authorised according to the procedure) is obliged to act immediately so
internal dialogue. Local operating companies define the rules on selected issues that Heineken can intervene and stop further damage from occurring. We will act on
themselves within principles and policy parameters imposed by He ineken N.V. any legitimate report of serious wrongdoings or malpractices within our Company.
1 Source: http://www.heinekeninternational.com/Business_ethics.aspx
²Source: http://www.heinekeninternational.com/WHISTLEBLOWING.aspx

A serious wrongdoing or malpractice is: • Local management itself is involved in the case
• Any serious breach of the provisions in the Heineken Code of Business Conduct • The case has multinational or international dimensions
• Any breach of other applicable laws, rules or regulations, codes of practice or • The case concerns a joint venture
professional statements
• A member of the Executive Board is implicated
• Mismanagement
• Abuse of authority
Safeguarding confidentiality and anonymity
• Danger to public or worker heath and safety
If for any reason, the reporter does not think it possible or desirable to report to the
• Any other serious social misconduct line manager or the Trusted Representative, or if (s)he chooses to remain
anonymous, a world-wide toll-free external multi-lingual telephone service is offered
• Concealment of any malpractice
(24/7) for reporting or advice regarding the procedure to be followed. This international
help line will establish contact between the whistle blower and the local Trusted
Representative or the Integrity Committee.
The Code does not replace existing procedures for handling (individual) grievances.
Safeguarding the position of the employee
How
Heineken aims to protect employees who make legitimate reports on serious
To enable the Company to assess the situation, a checklist for reporting a serious
wrongdoings or malpractices. Local Trusted Representatives are instructed to
breach or malpractice has been developed. You can download this checklist by
safeguard the confidentiality of any person who makes a legitimate report when the
clicking the link at the bottom of the page.
reporter requests this. If desired, employees can fully conceal their identity when they
First step make a report to the international help line. Disclosure of serious wrongdoings or
malpractices done in good faith will not have negative consequences and is
When an employees wishes to raise a specific concern, he or she is encouraged to
encouraged by Heineken. However, Heineken will not tolerate false and malicious
discuss the matter first with the direct supervisor or with the dedicated local Trusted
allegations and will take disciplinary action where and when this occurs.
Representative, before using the whistle blowing procedure. For a full version of this
procedure please go the download on the bottom of the page.
Next step
If the matter is serious enough it should be reported to the res ponsible, line manager
being local or international.
In the following circumstances a serious wrongdoing or malpractice should be
reported to the Integrity Committee of Heineken International:

493. SABMiller
Corporate Governance 1
Whistleblowing
All employees in most subsidiaries within the group have the opportunity to make
confidential disclosures about suspected impropriety and wrongdoing. The Company
Secretary or the Deputy Company Secretary, in consultation with the Chief Internal
Auditor, decides on the appropriate method and level of investigation. The audit
committee is notified of all disclosures made and receives reports on the results of all
investigations and actions taken. The audit committee has the power to request
further information, conduct its own inquiries or order additional action.
1Source: http://www.sabmiller.com/index.asp?pageid=9

494. Mitsui OSK Lines
Environmental and Social Report 2008 1 confidentiality of anyone reporting a compliance issue will be strictly protected.
Issues will be reported to the Compliance Committee Secretariat Office (General
Corporate Governance and Compliance Manager of Corporate Planning Division) when the need arises, and they will
conduct necessary investigations and auditing. The person reporting the issue
Organizations Responsible for Compliance will receive feedback on how the issue was resolved. In addition, those reporting
the complaint and those who cooperate in the investigation are protected from
• Compliance Committee any retribution or unfair treatment.
The company formed the Compliance Committee as a subordinate organization
of the Executive Committee, with the Executive Vice President as chairman. The
membership comprises Executive Officers responsible for the Internal Audit
Office, Human Resources Division, and Corporate Planning Division. The
Compliance²
committee reinforces the company-wide compliance system, and determines
penalties for violations. MOL compliance structure
• Compliance Officers • Compliance Committee
General managers of divisions, offices, and branches are appointed as We established the Compliance Committee under the Executive Committee to
compliance officers. They take a thorough approach to compliance as the person promote company-wide compliance, to set up and maintain a structure to monitor
responsible, and are also required to report any violation to the Compliance and enforce compliance; and to determine what disciplinary measures are
Committee Secretariat Office and promptly take necessary corrective actions. In necessary in response to breaches of compliance. Chaired by the deputy
addition, they are required to strictly preserve the confidentiality of anyone president responsible for the company's administrative divisions, the committee
reporting a compliance issue. also includes the executive officers, who are in charge of the Internal Audit Office
and the Human Resources Division, as well as each sales division.
• Compliance Advisory Service Desk
• Compliance Officer
Our company has a Compliance Advisory Service Desk to handle cases that are
difficult to report through compliance officers. The General Manager of the Each division or office General Manager serves as a Compliance Officer. The
Internal Audit Office, independent from divisions, offices, and branches, is role of the Compliance Officer is to ensure that all employees of the division,
responsible for the desk. The Advisory Desk gives consultation by e-mail, office and affiliates he or she is responsible for adhere to all applicable laws,
telephone, or letter after the person reporting the issue gives his or her name. internal business regulations and relevant standard working procedures. When a
The General Manager of the Internal Audit Office will meet with persons reporting breach of compliance is discovered, or when the Compliance Officer receives a
compliance issues depending on their needs, and ask the Compliance Officer report from an employee in his or her division, he or she is responsible for making
and the General Manager of the Counseling and Aid Center in the Human the initial report to the Compliance Committee Secretariat, and then taking quick
Resources Division to assist, depending the nature of the problem. In these corrective action, maintaining the confidentiality of the person reporting the
cases also, the alleged breach.
1 Source:
http://www.mol.co.jp/csr-e/img/kankyo2008.pdf
²Source: http://www.mol.co.jp/compliance-e.shtml

• Compliance Advisory Service Desk New Rules of Conduct

MOL established the Compliance Advisory Service Desk to handle situations in • Build trusting relationships with clients and contractors by:
which it is difficult to report an issue through the Compliance Officer. The General
- striving to build strong, trusting business relationships and partnerships
Manager of the Internal Audit Office, which is independent from other divisions or
with honesty, transparency, and equality,
offices, is responsible for the Compliance Advisory Service Desk. Consultation to
the Service Desk will be conducted by e-mail, telephone, or letter after the person - respecting various laws and regulations in various nations, including
reporting the issue identifies himself or herself. The General Manager of the antitrust laws, to maintain and promote free and fair competition,
Internal Audit Office will interview the person reporting the issue as appropriate.
- not giving or accepting money, expensive gifts, business entertainment,
While strictly maintaining the confidentiality of the person reporting the alleged
or economic earnings of an inappropriate value when dealing with
breach, the General Manager of the Internal Audit Office will ask the Compliance
representatives of contractors,
Officer, the General Manager of the Human Resources Division Counseling, Aid
Center, or others to help resolve the issue. If necessary, the issue will be reported - not offering bribes or unlawful profits, or promising them in any
to the Compliance Committee Secretariat (General Manager of the Corporate relationship with government agencies in Japan or overseas.
Planning Division) to conduct necessary investigations and audits. Then, the
• Report and consultation means
Service Desk will contact the person who initially reported the issue, and inform
him or her of how it was resolved. The company strictly maintains the - reporting and consulting with the Compliance Officer, Compliance
confidentiality of employees who report breaches of compliance and cooperate in Committee Secretariat, or Compliance Advisory Service Desk without
related investigations to protect them from retaliation. The company also delay, if a company individual learns of a breach of compliance or the
guarantees that they shall not be treated unfavorably. one that may be considered; and not giving silent acquiescence or
covering up breaches by him or her,
• Breaches of compliance in MOL Group companies MOL Group companies
establish their own compliance structures to match the type and scale of their - all company personnel shall cooperate with investigations related to any
business operations. In case a breach of compliance occurs in a Group company, alleged breach,
the relevant company follows its own internal rules and regulations to take
- The offender and his/her supervisor may be subject to caution/warning
immediate steps to prevent the breach of compliance from recurring. At the same
in Article 14 or disciplinary action in Article 15, if an investigation
time, MOL's Compliance Officer in charge of the relevant MOL Group company
determines that a breach has occurred,
reports the breach to the Compliance Committee Secretariat without delay. It
must also be reported to the Compliance Committee if it may affect MOL Group - the company strictly maintains the confidentiality of company personnel
management. In addition, employees of MOL Group companies who discover a who reported a breach and cooperated in related investigations to
breach of compliance in an MOL Group company can also consult with MOL's protect him or her from retaliation, and guarantee him or her that he or
Compliance Advisory Service Desk. she shall not be treated unfavorably.

495. United States Steel
2006 citizenship report1 Our Commitment
CORPORATE GOVERNANCE How to Report

[…] U. S. Steel was founded and built on principles of ethical business practice that If you are aware of or suspect illegal or unethical conduct, you are required to
foreshadowed the code of conduct which our directors and employees follow today. promptly report such conduct. This includes questionable accounting, auditing or
These include honesty and integrity, compliance with the law, fair dealing, protection internal control matters. The company has established the following convenient and
and proper use of company assets, and full and accurate disclosure. The code also anonymous ways for us to meet this reporting obligation through the U. S. Steel Ethics
prohibits conflicts of interest and permits confidential and anonymous reporting of Line:
illegal or unethical behavior. One way we signify the importance of these standards is
by making their discussion the first order of business in welcoming new employees • Telephone: 1-800-288-1307
and assimilating new facilities. Just two days after acquiring U. S. Steel Kosice • Internet: www.ussteel.com/corp/EthicsLine
(USSK) in Slovakia, for example, the USSK president gathered plant employees and
supplier representatives to explain why impeccable conduct, including corruption • U. S. Steel Intranet: Click on “Ethics Line” under “Employee Links”
control, is essential to the success of the facility and the corporation as a whole. […] • Mail: U. S. Steel Ethics Line,
P. O. Box 2226, Pittsburgh, PA 15230-2226
Code of Ethical Business Conduct² Telephone, Internet and intranet access to the Ethics Line is available 24 hours a day
every day and is managed by EthicsPoint, Inc., an outside service provider
Application independent of U. S. Steel.
The United States Steel Corporation’s Code of Ethical Business Conduct (Code) U. S. Steel forbids retaliation against anyone making a good faith report of suspected
applies to all of us — directors, officers, and full-time and part-time employees of U. S. illegal or unethical conduct. For more information on our obligation to report suspected
Steel. Throughout the Code, when we refer to employee or employees, we also mean illegal or unethical behavior, consult U. S. Steel Policy 6006 –Reports by Employees
directors and officers. In addition to this Code, we are required to comply with all of Illegal or Unethical Conduct, U. S. Steel Policy 6007 –Receipt, Retention &
applicable U. S. Steel policies, procedures, plant work rules and plant rules of Treatment of Complaints Regarding Accounting, Internal Control & Auditing Matters
conduct. Failure to follow them subjects us to disciplinary action, up to and including and related Compliance Tips.
suspension or discharge.
U. S. Steel’s principles for ethical conduct and compliance are discussed on the
following pages. If you have questions about these principles, please contact your
Compliance Manager, the Compliance Group in the Law Department or the U. S.
Steel Compliance Officer. Contact information for these individuals is available on the
Ethics and Compliance home page on the U. S. Steel intranet.
1 Source: http://www.uss.com/corp/company/profile/Citizens%20Report%202006 .pdf

²Source: http://www.uss.com/corp/company/ethics/CoEBC2008.pdf

Conduct business with utmost integrity and only for the benefit of U.S. Steel. Anti-bribery and Anti-corruption
Employees and other representatives of U. S. Steel may not directly or indirectly bribe
or improperly influence any governmental official in the United States or in any foreign
We are discouraged from accepting significant or frequent gifts or entertainment from country or give the appearance of such conduct. Employees who conduct business
customers, suppliers or others with whom U. S. Steel does business or may do outside the United States must understand and comply with the United States Foreign
business in the future. We must avoid any situation where the acceptance of a gift or Corrupt Practices Act (FCPA) as well as the anti-corruption and anti-bribery laws of
entertainment would be — or could appear to be — inappropriate or in conflict with the other countries. We must also take appropriate measures to ensure that agents,
best interests of U. S. Steel. We may accept infrequent gifts and entertainment that representatives and others working on behalf of U. S. Steel or its affiliates comply with
support U. S. Steel’s business relationships, provided they are approved as required. these anti-corruption laws. Bribery or improper influence includes directly or indirectly
We may never solicit gifts or entertainment nor accept gifts of cash or cash giving, or promising to give, anything of value to any governmental employee, official
equivalents such as gift certificates, stocks, bonds, loans or commissions. In addition, or representative, or political party employee, official, candidate or representative for
we must always respect and comply with the gifts and entertainment policies of our the purpose of obtaining a business advantage. Anti-corruption and anti-bribery laws
business partners. For more information on this subject and for the approval form for are often difficult to understand and apply. Employees who conduct business outside
gifts and entertainment, consult U. S. Steel Policy 0006 –Gifts and Entertainment. the United States should carefully review U. S. Steel Policy 2015 –Dealing with
Foreign Governments and Agents and consult the Law Department for further
Conduct business fairly and lawfully.
guidance. You can find contact information on the Ethics and Compliance home page
Each of us has an affirmative duty to conduct business fairly and lawfully within U. S. on the U. S. Steel intranet.
Steel and with our customers, suppliers and competitors. We must never take
advantage of or provide special advantage to anyone — or even appear to do so — Our Compliance Program and Resources
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair practices. Fraud, theft, Compliance Training
embezzlement, false or inflated billings, falsified expense reports, and payment of
Compliance presentations provide in-depth training and discussion on a wide variety
kickbacks for obtaining business are all examples of illegal and unacceptable
of compliance topics. Our Compliance Managers are responsible for arranging these
behavior. For more information, consult U. S. Steel Policy 0002 –Business Conduct.
presentations for their areas of responsibility. Web-based training on specific
In addition to conducting our business fairly and ethically, we must also comply with all compliance issues is also available from time to time. A list of available compliance
applicable laws and regulations. Violations of any of these — including inadvertent presentations and Web-based training modules is available. If you believe that your
violations — expose U. S. Steel to serious criminal and civil penalties and fines and area needs a particular compliance presentation, please contact your Compliance
expose each of us individually to the same penalties and fines and even Manager.
imprisonment. The legal defense of claims, even when successful, squanders
You can find links to all of these resources on the Ethics and Compliance home page
resources and compromises the reputation of U. S. Steel. Improper behavior, such as
on the U. S. Steel intranet.
engaging in personal political activities on company time or property, or breaching gift
rules, can embarrass U. S. Steel and us personally.

Assess the Situation: policy for a director or officer may be granted only by the Board of Directors or a
committee of the Board of Directors and must be promptly disclosed to shareholders.
The president of an engineering firm with whom U. S. Steel is considering doing
No such waivers have been granted nor do we anticipate that any such waivers will be
business has invited my wife and me to be his guests in his firm’s private box at a
granted.
professional football game. In addition to the game tickets, the invitation includes a
parking pass and food and drinks. The firm president tells me that other U. S. Steel
employees –including my general manager –and their spouses also have been
invited. May I accept the invitation?
Do what`s right:
You must get approval from your supervisor before accepting the invitation. U. S.
Steel Policy 0006 –Gifts and Entertainment requires prior approval if the value of the
entertainment is reasonably expected to exceed $200. In the situation you describe, it
is reasonable to expect that the total value of this entertainment for you and your wife
is more than $200. The fact that your general manager and other U. S. Steel
employees have also been invited does not relieve you from the responsibility of filing
a gifts and entertainment form and obtaining your supervisor’s prior approval. All U. S.
Steel employees who have been invited, including your general manager, must obtain
the approval of their supervisors before accepting the invitation. In addition, you
should consider what perceptions accepting this invitation may leave with your co-
workers, subordinates and other U. S. Steel suppliers. Finally, it is a good idea to
discuss any gifts or entertainment regardless of value with your supervisor before
accepting.
Disclosure
Nothing in the Code prohibits or restricts U. S. Steel from taking any disciplinary action
on any matter pertaining to employee conduct, whether or not it is expressly
discussed in the Code. The Code is not intended to create any expressed or implied
contract with any employee or third party.
In particular, nothing in this document creates any employment contract between U. S.
Steel and its employees. A waiver of any provision of the Code or any U. S. Steel

496. Weyerhaeuser
2007 SUSTAINABILITY PERFORMANCE REPORT 1 ETHICS AND BUSINESS CONDUCT

Weyerhaeuser was founded on values based on integrity. More than 100 years after
GOVERNANCE
our founding, we retain our reputation for conducting business honestly and with
integrity. Compliance with all laws and policies is expected of every employee, but we
Preventing Corruption and Bribery
are committed to going farther—to set the standard for integrity in business.
Weyerhaeuser is committed to obeying the law in all countries wh ere we do business. Our code of ethics, "Our Reputation: A Shared Responsibility," applies to all
We have adopted policies and standards for ethical conduct to ensure that we comply employees, officers of the company, and the board of directors. Failure to comply with
with the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws in each this core policy could result in disciplinary action, up to termination of employment.
country where we do business. The code of ethics explains the standards of conduct that employees are expected to
In 2007, we updated our long-standing FCPA policy and created training and tools to follow.
provide better guidance to employees. In addition to our employees, anyone who does To report concerns or questions, anyone can call the EthicsLine at 800-716-3488 or
business on Weyerhaeuser's behalf is expected to understand and comply with these use Weyerhaeuser EthicsOnline, our web reporting tool. These tools, which are in
policies and standards in the code of ethics. Employees who fail to comply with these compliance with international governmental requirements, are available anywhere in
policies and standards are subject to disciplinary action, up to termination of the world, in any language, 24 hours a day, seven days a week.
employment. Our contracts and purchasing policies require agents, contractors,
suppliers, service providers and joint-venture partners to comply with these policies CODE OF ETHICS
and standards as well as all statutes and regulations, including those regarding […] Regular improvements are made to our Ethics and Business Conduct program,
corruption and bribery. including seven revisions of our code of ethics to address new issues or clarify
For information about our issue resolution process, see Ethics in this section. company policies. In addition to receiving the code, all employees participate in ethics
training on a regular basis and are expected to role-model and promote ethical
To help ensure that shareholders receive accurate financial information, the behavior.
Sarbanes-Oxley Act of 2002 requires public companies to assess their internal control
structures and procedures for financial reporting and to disclose any material Our top senior managers complete a certificate of compliance with our code of ethics
weakness in these controls. Our assessment is audited by an independent public every year, and salaried employees do so every two years. New employees are
accounting firm. The first report was due for the 2004 fiscal year. We spent 20 months introduced to our code of ethics as part of orientation. All employees participate in
and 22,000 direct employee hours to establish a process and conduct the initial regular training to understand and reinforce our ethics expectations.
review, which concluded our internal controls were effective and identified no material Key ethics and business conduct accomplishments in 2007 include:
weaknesses. Our reports for fiscal 2005, 2006 and 2007 also concluded that our
internal controls were effective and identified no material weak nesses.
1 Source: http://www.weyerhaeuser.com/pdfs /sustainability/downloads/Governance.pdf

• We updated our long-standing Foreign Corrupt Practices Act policy and created • First, consider the steps you can take to try to remedy the situation. If possible,
training and tools to provide better guidance to employees. All salaried discuss the concern directly with the person involved.
employees who work internationally or are in positions to have interactions with
• Try to resolve the concern through your supervisor, other standard management
foreign government officials will take anti-bribery training in 2008.
channels or your human resource manager.
• We also updated our U.S. antitrust compliance program to include improved
• If you are an employee whose concern is covered by a labor agreement, you
training and tools. All U.S. salaried employees and their managers who have
must follow the grievance process.
direct contact with customers or competitors, and certain salaried employees in
staff functions, are expected to complete the online antitrust training in 2008. • If your issues or concerns are not being adequately addressed or resolved,
contact any of the following:
• 98.5 percent of employees completed ethics training as of June 2007.
- Ethics and Business Conduct at (800) 716-3488 or (253) 924-4955
• We developed a Supplier Code of Ethics for distribution to suppliers and
(Your name and phone number do not display on these phones.)
contractors in 2008.
- The Law Department, any executive or senior vice president, or the
• We improved our new-employee ethics orientation process to ensure every new
president and CEO
or transferred employee is provided ethics information. We created a brochure,
Ethics is Rooted in Our Culture, and made it available to the public.
• Weyerhaeuser's CEO and President reinforced the company's commitment to What to Expect When You Call Ethics and Business Conduct
ethical business conduct and issue resolution process via a mailing to all
Ethics and Business Conduct’s professional staff is experienced in applying the
employees in January 2008.
company’s expectations on ethical conduct to situations that arise at Weyerhaeuser.
They are available to assist in ethical decision making and serve as a confidential
resource to address compliance issues and allegations of unethical or illegal conduct.
During normal business hours, Ethics and Business Conduct staff is available directly
CODE OF ETHICS1
by phone or e-mail. The tollfree EthicsLine, (800) 716-3488, is available 24 hours a
day, seven days a week for reporting issues. After normal business hours, the
ETHICS AND BUSINESS CONDUCT EthicsLine is answered by a third-party provider. Ethics and Business Conduct
responds to all questions and allegations that come through this service.
RESOLVING BUSINESS ETHICS CONCERNS
You may report an issue anonymously. If you choose to remain anonymous, it is
The Issue Resolution Process important that you clearly describe the situation and provide enough details so that
If you are faced with a situation that may not comply with our business ethics your concern can be adequately addressed.
standards or may be unethical, inappropriate or illegal:
1 Source: http://www.weyerhaeuser.com/pdfs/sustainability/codeofethics.pdf

CONFIDENTIALITY THE MARKETPLACE

Ethics and Business Conduct makes every attempt to protect the confidentiality of
INTERNATIONAL BUSINESS CONDUCT
information provided to it — unless maintaining confidentiality would create a
significant health or safety risk. We do business with all of our customers and suppliers and with government
agencies in a straightforward and transparent manner.
RETALIATION PROHIBITED
Employees in our international operations will comply with the laws of the host country
The company is dedicated to protecting employees from retaliation when they raise
and, except in the case of conflict with local laws, with applicable U.S. laws and
business conduct issues or report an alleged violation of company policy or the law.
regulations.
Retaliation against employees for reporting a business conduct issue or a violation of
Weyerhaeuser complies with the U.S. Foreign Corrupt Practices Act and similar laws
company policy or law may result in disciplinary action, up to a nd including
in other countries where we operate. It is unlawful to bribe or give anything of value to
termination, for the individual who retaliates.
a foreign official in order to obtain, keep or direct business or to secure any improper
Retaliation against employees who report alleged violations of law may also result in advantage. The FCPA applies to individuals as well as corporations and provides for
criminal charges, fines and imprisonment and expose the company to substantial penalties of imprisonment and substantial fines. Compliance with these laws requires
fines. strict observance of the following standards:
TRAINING AND EDUCATION SUPPLIERS, CONTRACTORS AND CUSTOMERS
All employees participate in regular training to learn about the company’s business • Payments, Gifts and Entertainment
ethics standards and expectations. Our managers communicate Weyerhaeuser’s high
We will not exchange payments with purchasing agents or other employees of
expectations regarding ethical business conduct to all new employees and reinforce
any supplier, contractor or customer to obtain or retain business or to realize
these expectations whenever an employee transfers within the company.
higher or lower prices, including rebates and discounts, for Weyerhaeuser.
BUSINESS ETHICS CORE POLICY Whenever the exchange of gifts or entertainment accompanies business activity
with suppliers, contractors and customers, we comply with the gifts and
Consequences entertainment standards in this code of ethics.
Failure to comply with this core policy could result in disciplinary action, up to
termination of employment. GIFTS
Whenever gifts are exchanged in the context of a business relationship, there is a risk
that the gift may influence, or appear to influence, a business decision. Individuals
may expose Weyerhaeuser to the risk of compromising our reputation and our
business ethics standards.

In order to build and maintain the trust of our stakeholders, We yerhaeuser gift has greater than nominal value.
discourages the exchange of gifts, including loans and guarantees, to or from any of
• Record the gift and its value in an accurate manner for auditing purposes.
the company’s suppliers, contractors, customers or competitors. This standard applies
to both employees and immediate family members.
Guidelines Gifts in International Business
Use the following guidelines if faced with a situation where a g ift cannot reasonably be The same general principles of ethical business conduct apply when gifts are given or
avoided: offered in an international setting. However, conducting business internationally
requires an understanding of, and sensitivity toward, different cultures and customs.
• Gifts should not exceed nominal value.
ENTERTAINMENT
• Examples of nominal gifts are:
Whenever entertainment is offered in the context of a business relationship, there is a
- Lunch at a Weyerhaeuser facility
risk of influencing, or appearing to influence, a business decision. Individuals may
- Branded desk items expose Weyerhaeuser to the risk of compromising our reputation and our business
ethics standards.
• Money, including gift certificates or gift cards, should never be exchanged as a
gift. Entertainment that is occasional, reasonable in value, and in which both parties
participate is consistent with our business ethics standards. If you accept
• Employees should never accept a loan from a customer, supplier, contractor or
entertainment that is greater than nominal value, you must obtain written approval
competitor. Loans should be arranged outside the work relationship and be on a
from unit or business management, whichever is appropriate to your situation.
commercial basis from a lending institution.
Guidelines
• Consumable gifts (fruit baskets and similar items) are acceptable if the value is
nominal and when the gift is shared among employees at a location. Follow these guidelines if you need to make a decision about participating in
entertainment on Weyerhaeuser’s behalf:
• Individuals should not exchange personal gifts so as to avoid the appearance of a
close friendship and to ensure impartiality in making business decisions. • Both parties must be present.
• There may be circumstances that justify offering a gift on Weyerhaeuser’s behalf. • You must determine in advance the clearly identified business opportunities.
In that situation, exceptions may be approved only by unit or business
• Entertainment should not be extravagant.
management. Involve your manager or immediate superior, and observe the
following guidelines: • Examples of extravagant entertainment are:
- Consider whether the recipient’s business ethics policies limit his or her - Limousines
ability to accept a gift.
- Season tickets
- Obtain written approval from a Weyerhaeuser business manager if the
- Charter trips

• Entertainment should be in a setting appropriate for conducting

business.
• Weyerhaeuser-sponsored entertainment requires advance
authorization from business management. Budgetary approval must be
obtained prior to the event.
• Entertainment costs should be reported using accurate and auditable
records.
• Approval is not required for meals that are a part of normal business
activity.
Entertainment in International Business
The same general principles of ethical business conduct apply wh en entertainment is
offered in an international setting. However, conducting business internationally
requires an understanding of, and sensitivity toward, different cultures and customs.
For contact information and select resources, see the For More Information insert
inside the back cover.

498. Thales Group
Corporate Responsibility Annual Report 2007 1 equipment and technology, as well as strict anti-corruption procedures. Thales also
strives to promote even-handed relationships with its suppliers.
HIGHLIGHTS
Prevention of corruption
SUSTAINABLE PARTNERSHIP WITH CUSTOMERS AND SUPPLIERS Thales believes that all business activities must be carried out in strict compliance with
the ethics enshrined in its corporate values. Given its scope of operations, the
• Strengthening and deployment of anti-corruption measures (Best Practice prevention of corruption is a top priority at Thales.
Handbook) – page 17
The Group has issued a complete set of directives and has set up a dedicated
• Active participation in an industry-wide initiative together with European defence organisation to ensure compliance with national and international legislation.
and aerospace groups – page 18-19
Regular audits
• Updating of the mechanisms implemented by Thales to ensure strict export
controls – page 15-16 The Group's Operating Units are regularly audited by the Internal Audit organisation,
which reports directly to the Chairman and Chief Executive Officer, and by the
• Extension of Thales corporate responsibility commitments to include suppliers – statutory auditors. Particular attention is paid to compliance with anticorruption
page 20 legislation. Thales International's subsidiaries are submitted to a particularly detailed
annual audit of procedural compliance, one year by the statutory auditors and the
following year by the Group's Internal Audit organisation.
Corporate Responsibility according to Thales
The auditors make a formal report on their conclusions. The Government
Commissioner, in turn, is regularly updated on all issues arising in this area.
Transparency International UK
Implementation of best practices
From the outset, Thales has participated in a programme titled “Preventing Corruption
in Official Arms Trade” that is sponsored by the Management Committee of Best practices are sector-specific behaviour and standards that emerge directly from
Transparency International UK. Financed by the British and Swedish governments, the relevant players (industrial groups, associations, nongovernmental organisations,
the programme was launched in 2000 and seeks to promote best practices in the etc.). They complement any lack of precision in the legal and regulatory framework,
defence and security industries. In addition, it provides support to countries with weak providing solutions that are adapted to concrete issues related to commercial,
governance. environmental or HR management ethics. Thales actively contributes to the
development and spread of best practices by participating in several industrywide
A sustainable partnership with customers and suppliers initiatives, both regionally and internationally.
Given the nature of its activities, the integrity of sales, marketing and financial • The ASD Ethics & Anti-Corruption Task Force
operations is a key component of corporate responsibility at Tha les. To address these
issues, the Group has established a system of rigorous control o ver the end use of its In 2006, Thales was involved in the creation of an Ethics & Anti-Corruption Task
Force within the Aerospace and Defence Industries Association of Europe (ASD).
After
1 Source: http://www.thalesgroup.com/docfile/dyn/12345678LANGCCCCDDDDEEEEEEEEEE01:22284F1B5215277F7037586A34290928:5E417C493D235B6D1E692E103E4D603B

comparing existing policies and procedures relating to business transparency, the position regarding the ethics alert concept.
Task Force developed a set of common industry standards for its members.
• Support for the work of the French National Committee of the International
• Defence Industry Anti-Corruption Forum Chamber of Commerce, particularly its Anti-Corruption Working Group.
The leading defence companies and industry associations in the UK have created • Active participation in the Anti-Corruption Forum for British industry.
a Forum to share experiences and expert opinions. The goal is to enhance the
• Regular contact with NGOs and other bodies including Transparency
image of UK-based defence companies by identifying the best practices in the
International Amnesty International and Saferworld.
field. The launch meeting for the Forum was held on 18 May 2006 and brought
together representatives from 11 companies and two industry associations. • Ongoing cooperation with the French-based Study Center for Corporate Social
Thales UK was one of the very first members to join. Responsibility (ORSE) and support for the work of the Institute of Business
Ethics.
• Defense Industry Initiative (DII)
• Chairmanship of the Working Group on Ethics and Corporate Responsibility of
In 1986, the major US defence contractors embarked on a proactive industry-
the Association of French Aeronautical and Space Industries (GIFAS).
wide initiative to establish and promote the principles of ethical business conduct.
Professional standards and best practices, many of them more stringent than the • Ongoing participation in the International Committee of the French Employers’
legal obligations currently in force, were adopted on a voluntary basis. Organisation (MEDEF).
Through its US subsidiary, Thales was the first non-US company to sign the DII in
2002. Ever since, Thales North America has been actively contributing to the
initiatives of the DII. Ethics and Corporate Responsibility Committee
Ethics and Corporate Responsibility Department

Thales commitments in action
In 2005, Thales set up an Ethics and Corporate Responsibility department that reports
• Close cooperation with institutions such as the European Commission in areas directly to the Senior Vice President of Finance and Administration, who is a member
relating to business ethics. of the Executive Committee. The department, which has five members, implements
the Group’s approach to corporate responsibility strategy and coordinates it at Group
• Participation in OECD studies, particularly through the organisation’s Business
level.
and Industry Advisory Committee (BIAC) on issues relating to public procurement
and the implementation of the 1997 Convention. It works first and foremost with the other departments in the Group, as well as with
local institutions in countries where the Group is present.
• Participation in the work of the International Chamber of Commerce (ICC)
through the organisation’s committees on Anti-Corruption and Business in The department’s missions are as follows:
Society.
• Chairmanship of the ICC’ s Task Force on Whistleblowing aimed at defining a joint

• to keep the Code of Ethics up to date by defining and implementing best

practices, especially by setting standards for business ethics (prevention of
corruption, etc.),
• to prevent infringements of the Code of Ethics and, if necessary, provide
assistance in investigating noncompliance,
• to recommend awareness and information campaigns within the Group and
develop tools contributing to a culture of accountability,
• to implement the Group's ethics policy by coordinating the network of Ethics
Officers,
• to represent the Group internationally in professional bodies and with
governmental or non-governmental organisations in order to promote the image
and interests of Thales, with customers and partners after consultation with
operating units.

499. Lenovo Group
Sustainability Report FY 2007/08 1 • Avoiding Misrepresentation

• Dealing with Suppliers
Lenovo CSR Highlights
• Avoiding Reciprocal Dealings
Maintaining high ethical standards
• Competing in the Field
Lenovo is committed to the highest standards of integrity and responsibility. Lenovo • Avoiding False and Misleading Statements about Competitors
provides guidance to its employees on a wide range of ethical issues, such as
reporting unlawful or inappropriate conduct, respecting and protecting intellectual • Relationships with Other Organizations
property, trading in securities and complying with governmental relations. • Acquiring and Using Information about Others
Employees are required to report any evidence of fraud, unethical business conduct, a • Acquiring Competitor Information
violation of laws, danger to health or safety or any other viola tion of corporate policies.
• Maintaining Privacy of Third Party Information
Lenovo respects the intellectual property rights of other companies and individuals.
Since 2005, when Lenovo collaborated with Microsoft to jointly promote the use and • Gifts, Bribes and Amenities
benefits of validly licensed Microsoft software products, Lenovo has helped lead the • Business Amenities
way in fighting piracy in China. The Company’s actions demonstrated a best practice
in observing intellectual property rights in China. • Receiving Gifts
• Referral Fees
• Giving Gifts
Business Conduct Guidelines
• Relationships with the Government
Lenovo strives always to operate in an ethical and legal manner. The Company has • Gifts to Government Employees
created a set of Business Conduct Guidelines to inform and to guide employees in
their everyday conduct at the Company. New employees are required to review • Public Official and Campaign Visits, Speaking Engagements and Honoraria
Lenovo’s Business Conduct Guidelines and sign the certification statement at the end • Public Sector Procurement
of the document.
• Lobbying
Sample topics covered in Lenovo BCGs:
• Complying with Laws
• Prohibited Conduct
• Personal Information
• Protection and Proper Use of Lenovo Assets
1 Source: http://www.lenovo.com/social_responsibility/us/en/sustainability_report_2008.pdf

• Antitrust/Competition Managers are required to report and help resolve suspected violation of this policy.
Complaints of alleged retaliation will be promptly addressed and investigated.
• Import/Export Controls and Anti-boycott
Reports of inappropriate behavior, policy violations or alleged retaliation will, to the
• The Environment
extent permitted by law and consistent with an effective investigation, be kept
anonymous and confidential.
Human Resources Disciplinary Action

The Company will investigate reports of inappropriate behavior, policy violations or
Reporting Unlawful or Inappropriate Behavior alleged retaliation and take appropriate action based on the results of such
investigation. The Company will discipline employees who violate this policy based on
Employees must report to their managers, or to the Company Executive Director of
the severity of the misconduct.
Compliance, or the local Lenovo Legal Department, any evidence of:
• Fraud by or against the Company
• Unethical business conduct
• A violation of laws
• Substantial and specific danger to health and safety
• A violation of the Company’s corporate policies and guidelines, in particular its
Business Conduct Guidelines
The Company will not tolerate harassment, retaliation, discrimination or other adverse
action against an employee who:
• Makes an internal report under this Policy
• Provides information or assists in an investigation regarding such a report
• Files, testifies, or participates in a legal or administrative proceeding related to
such matters

500. Fluor
Fluor Code of Business Conduct and Ethics 1 Doing Business Globally
About the Code Zero Tolerance for Bribery

In many parts of the world, bribing government officials and business people to win
Why Do We Have a Code of Business Conduct and Ethics? lucrative contracts is both accepted and expected. Corrupt payments to foreign
Fluor’s success depends on our reputation, performance and how we treat others— officials—public or private—are against the law and are a threat to fair competition.
employees, clients, suppliers, competitors, governments and communities. While Fluor will not participate in bribery of any third-party, public or private—either directly
business practices and customs vary by culture and geography, Fluor’s management by its employees or indirectly by using third parties. Even when our competitors
has established the high standards that we must live up to, in all parts of the world at choose to win business this way, Fluor will not. Fluor also prohibits bribes by any
all times, in order to be successful in how we do business. partners, agents, contractors, suppliers or any entities over which the company has
control. Any Fluor employee paying or facilitating a bribe will be disciplined, up to and
This Code is the centerpiece of Fluor’s guidance on ethical business conduct and is including termination. In addition, the employee may be subject to personal liability
derived from and supports other company policies and procedures— all of which help and possible jail time, as provided under applicable laws.
ensure appropriate business conduct.
What Is a Bribe?
To Whom Does the Code Apply?
A bribe is an offer to give, giving or promising to give anything of value to
All employees and officers of Fluor and its subsidiaries worldwide must adhere to the IMPROPERLY INFLUENCE actions by a third party. Bribes may include money, gifts,
standards set forth in this Code. Fluor must only select subcontractors, workers, travel expenses, hospitality, vacations, cars, expenses, below-market loans, reciprocal
consultants, agents, suppliers and other third-party providers who act in a manner favors, political or charitable contributions, or any direct or indirect benefit or
consistent with the standards contained in this Code. consideration.
What Am I Responsible for Under the Code? Use of Agents, Consultants, Representatives and Other Third Parties
As an employee of Fluor or one of its subsidiaries, you are required to: In many parts of the world, it is necessary and even required to use agents,
• Understand and follow the laws and regulations that apply to your job consultants, representatives or other third parties to arrange or broker deals with
foreign governments or government entities (such as a government-owned oil facility
• Read, understand and follow this Code or power plant) and private entities. These relationships can be tricky. Some
• Seek guidance from your supervisor or other Fluor resource if you are uncertain competitors have even used agents illegally to funnel bribes to government officials.
about the proper Fluor will not pay bribes either directly or indirectly for any reason, even if we lose
business because of our refusal to do so.
• Participate in any compliance training required by the company
U.S. law and the laws of most other countries make it a crime to pay a bribe to a
• Report any suspected violations of the law or the Code to your supervisor, government official, even if the payment is made through a third party. The company
Human Resources or the Compliance and Ethics Hotline
1 Source: http://www.fluor.com/SiteCollectionDocuments/HR700.pdf

and participating employees may be liable under U.S. or local laws not only for actions the due diligence. The expectation is that when an employee works on a joint venture,
of its employees but also for our agents in certain circumstances. For example, Fluor they must comply with Fluor’s policies, procedures and other requirements, including
could be held liable if the company knew that its agent was going to pay a bribe, failed following this Code.
to take the appropriate steps to attempt to prevent such payment, and thus implicitly
Due Diligence.
authorized the bribe. Employees involved in relationships with agents or other third
parties must: Due diligence background checks are required for our business partners such as
agents, consultants, suppliers, subcontractors and joint venture partners and include:
• Upon initiating discussions with a potential agent, require the agent to sign a
“non-representation” letter prepared by the Legal Services Group to help ensure • The location and nature of services provided by Fluor (high-risk countries require
that the company is not bound by informal discussions, misrepresentations or special due diligence)
unintended “finders fees”
• Transactions directly with foreign governments or their agencies
• Involve the appropriate groups (Sales, Legal Services and Corporate Security)
• Transactions involving high-dollar-value projects
and perform a thorough due diligence background check on the prospective
agent or third party • Joint ventures, suppliers of goods and services or subcontractors who are based
in countries that do not prohibit or enforce laws against bribery
• Have a written agency agreement signed and approved by Sales and the Legal
Services Group before committing to work with an agent
• Take steps to communicate that Fluor is serious about not paying bribes to Facilitation or Expediting Payments
government officials in order to win business, even if this is common practice in
While bribes to government officials to influence purchasing decisions are never
the country. The agent will be provided with Fluor’s appropriate policies and
permitted, paying “facilitation payments” is sometimes allowed as described below,
guidelines and, if appropriate, training on such policies
although Fluor discourages this practice. A facilitation payment is a small payment,
• Monitor the agent’s actions as reasonable and appropriate given to a government employee, usually in cash, to expedite or secure the
performance of a routine process. For example, in some developing countries a small
• Report any suspicious or questionable behavior, transactions or receipts to the
cash payment may be necessary to expedite utility services, provide needed police
Legal Services Group
protection or approve the granting of a work permit or visa. These facilitation
payments are permitted if they meet the following criteria:
Joint Venture Partners, Suppliers and Subcontractors. • The payment is to facilitate a routine, ministerial act and not to influence a
procurement decision
The company has standard due diligence procedures, contract language and
requirements for joint venture agreements (which vary depending on the level of • The amount paid is nominal in value
control over the joint venture), suppliers and subcontractors. All business and
• The amount is properly reported as a facilitation payment on the employee’s
functional groups relevant to a particular transaction must be appropriately involved in
expense reimbursement forms (for example, not as simply “tips at airport”)

and in the company’s books and records classified as “other” with a description acceptable for the person who gave the gift to request that the item be donated to a
called “facilitation payments” charity of the company’s choice. Consult your supervisor or your local Human
Resources manager for guidance.
Sexually Explicit Entertainment.
Conflicts of Interest, Gifts, Entertainment and Business Courtesies
Sometimes clients, suppliers of goods or services and employees have an interest in
Gifts, Entertainment and Business Courtesies having business dinners and entertainment that involve sexually inappropriate
content. In some cultures, certain clients may expect such types of business
To win and keep business, entertaining potential clients, existing clients and partners entertainment from Fluor. Such activities can create an uncomfortable work
is part of accepted business practice. However, gifts, meals and entertainment with environment for employees, clients and suppliers of goods and services. If this
clients, suppliers and partners must be reasonable and not excessive. This includes situation arises, you must explain tactfully that your company does not permit time or
when Fluor is both giving and receiving such business courtesies. We must not funds to be used for sexually explicit entertainment. Offering to pay for it personally or
compromise or appear to compromise our ability to make objective, “arms length ” have the client pay for it himself does not solve the problem either. As part of Fluor,
business decisions. If others believe that a business decision was made because of a we may not do indirectly what we are prohibited from doing directly.
gift or business courtesy and not purely on the basis of merit and sound business
judgment, our reputation will be harmed. Getting Help and Reporting Suspected Problems
Government Clients. Whom Should I Contact with a Question or Concern Related to the Code?
When U.S. federal, state or local and certain foreign governments or government
You should normally proceed as you would in other situations by first considering the
entities are involved, more restrictive rules usually apply. See “When the U.S.
steps you can take to try to remedy the situation. If possible, discuss the question or
Government is Your Client” supplement to this Code.
concern directly with the person involved. Then try contacting your immediate
Usually Acceptable. supervisor. However, if your supervisor’s response is not adequate or does not satisfy
you or if it is uncomfortable or inappropriate for you to speak to your supervisor, there
Common business courtesies that are usually acceptable and do not ordinarily require
are other options:
prior approval include: occasional meals with outside business associates,
occasionally attending sports and other cultural events with business associates, • Your local Human Resources manager
occasionally accepting reasonable and customary gifts, and accep ting promotional
• Your supervisor’s supervisor (and escalate further up the reporting structure as
items of nominal value such as hats, shirts, golf balls, pens, notepads or coffee mugs.
necessary)
Unacceptable Gifts.
• A Fluor Company Expert (see list, page 29)
When excessive gifts are received from suppliers of goods and services, the item
• Fluor’s Compliance and Ethics Hotline (see contact information, page 29)
must be returned to the supplier of goods or services with a clear explanation that the
gift violates the company’ s gifts and entertainment policy. In some cases, it is

Situations can and do arise where getting an answer is not easy or where it is A report will be provided to the heads of Corporate Security and Corporate
necessary to report a concern about suspected unethical misconduct. Fluor is Compliance, who will determine what steps need to be taken to either respond to the
committed to doing the right thing and will protect you from retaliation if you report caller or investigate the matter. The call information will be shared only with
suspected illegal or unethical conduct in good faith. employees and outsiders who have a legitimate business need to know.
What Happens When I Call the Fluor Compliance and Ethics Hotline? What If I Am Retaliated Against for Using the Compliance and Ethics Hotline or
Otherwise Reporting a Problem?
The Fluor Compliance and Ethics Hotline is available 24 hours a day, 7 days a week.
Translators are available to talk with you in more than 150 languages. Like most Fluor will not tolerate any direct or indirect retaliation against an employee for
companies, we use a third -party call center to answer these calls and transcribe the reporting a suspected problem in good faith, even if the concern turns out to be
information you report. When you call the hotline: groundless. If you suspect you are being retaliated against, contact Human Resources
or the Compliance and Ethics Hotline. Retaliation against someone who reports a
• The operator will ask you for your name and contact information.
problem in good faith will result in prompt and strong sanctions against the retaliator,
- You are not required to identify yourself—Caller ID is never used and up to and including termination.
there will be no effort to trace your call.
Consequences of Violating the Code and Not Reporting
- However, investigations are generally more successful when callers
Violations of the Code of Conduct can result in discipline, up to and including
identify themselves.
termination. In appropriate cases, the company may also refer misconduct to
• The operator will ask for detailed information about your concern or question. appropriate authorities for prosecution and may seek to recover damages against the
wrongdoer.
• You will be given a case tracking number.
Every employee has an obligation to report serious violations of this Code to their
• You will be asked to call back in a few weeks (or if you have identified yourself,
supervisor, Human Resources or the Compliance and Ethics Hotline, even if they are
an investigator will call you to ask you) to provide further information that may be
in no way involved in the violation itself. Not reporting a serious violation could result
necessary to thoroughly investigate the matter reported.
in discipline. Managers have a responsibility to follow up when they suspect potential
misconduct. Looking the other way is not acceptable. We are all under an obligation to
see that Fluor upholds the law and the standards outlined in this Code.
The more information you provide, the easier it will be for the company to investigate
or appropriately respond. However, many callers have concerns that by giving The following are examples of conduct that may result in discipline:
detailed information the company or the employee’s supervisor will discover who
• Violating the Code or other company policy
made the Compliance and Ethics Hotline call and the caller will be retaliated against.
Fluor is committed to maintaining confidentiality to the highest extent possible in order • Requesting that others (employees or third parties) violate the Code or other
to protect employees and to disclosing information only on a strict need-to-know basis. company policies
Retaliation of any kind against an employee for raising a concern in good faith, even if
• Not cooperating in a company investigation related to suspected violations of the
the concern turns out to be unfounded, will not be permitted.
Code or other company policies

• Retaliating against an employee or third party for good faith reporting of a Business Conduct and Ethics training. The company's targeted live, interactive
suspected Code or policy violation program includes anti-corruption training for sales and marketing, project
management, field operations, procurement, subcontractors, and legal personnel; fair
• Failing to provide the necessary leadership and failing to take responsibility for
disclosure training for spokespersons and executive management, and export control
employee compliance with applicable laws and company policies
and anti-boycott training for procurement and logistics personnel.
• Not promptly reporting a suspected serious violation to Fluor
Employee Certification
All employees are required to review the Code and certify their acceptance every
Compliance and Ethics Hotline year, a practice which requires employees to disclose ethical concerns or situations
that could be interpreted as presenting a conflict of interest.
If after you have raised a concern with the contacts suggested in this Code (see page
3) and are uncomfortable about using one of the other resources identified in the Reporting Potential Violations
Code, or wish to raise an issue anonymously, call the Compliance and Ethics Hotline.
Fluor has an open door policy that encourages employees to raise issues and
• Compliance and Ethics Hotline 1.800.223.1544 concerns with supervisors and company leadership.
Employees outside of the United States may call collect at 1.704.556.7046
Compliance & Ethics Hotline
Fluor employees, clients, suppliers, subcontractors, and partners may call the global,
toll-free Compliance & Ethics Hotline to ask Code questions or anonymously report
suspected misconduct.
Compliance & Ethics in Action1
Fluor provides guidance in clear language that reduces the chance of multiple
Communicating Fluor's standards with more than 41,000 employees in the many interpretations. This includes the following, from the Fluor Code of Business and
countries where the company operates often presents language and cultural Conduct and Ethics:
challenges. Because Fluor understands that the Fluor Code of Business Conduct and
Ethics (the Code) cannot possibly cover every subject area or situation, the company No person or document can tell you what is right or wrong in every business situation.
strives to ensure that employees know the right questions to ask, the right experts to If you are ever in doubt, ask yourself:
consult, and the right way to make decisions. • Is this legal? Have I checked with the company's subject matter expert?
Employee Training • Would it conflict with any of the Fluor's core values: safety, integrity, teamwork or
Experts agree that training is one of the most critical components for the success of excellence?
any compliance and ethics program. Fluor provides a variety of training programs to • Am I involving the right people?
ensure its employees understand and observe the company's stringent ethical
standards. More than 25,000 employees worldwide have completed Fluor's Code of • How would I feel telling my family or children about my decision?
1 Source: http://www.fluor.com/sustainability/ethics_compliance/Pages/compliance_ethics_hotline.aspx

• If I choose to act on this situation, would my decision by fair? B. Compliance with this policy is mandatory. No employee will suffer adverse
consequences for refusing to pay bribes even if this may result in the Company
• How would I feel reading about my choice in a newspaper, or explaining my
losing business.
choice to a judge or jury?
C. It is the policy of the Company to comply with all applicable anti-bribery laws such
• If you know it's wrong, don't do it.
as the Foreign Corrupt Practices Act (FCPA) of the United States and the
• If in doubt, ASK. applicable laws of all foreign countries in which the Company operates. Most of
the countries in which the Company operates have adopted rules and regulations
• Keep asking until you get an answer.
prohibiting bribery activity, such as the Anti-Bribery Treaty of the Organization for
• Don't ignore what you believe to be illegal or unethical conduct. Economic Cooperation and Development (OECD). These laws criminalize the
paying of bribes to a foreign government official (broadly defined) and/or to many
• Set an example for others.
private sector employees, either directly or indirectly.
• Take responsibility by DOING THE RIGHT THING. For managers, this includes
The Company is committed to observing the standards of conduct set forth in the
taking responsibility for having the proper and necessary policies, procedures and
FCPA, and applicable laws of foreign countries in which the Company operates.
an environment to DO THE RIGHT THING.
Compliance with such laws is particularly important since the Company may seek
to do business in jurisdictions in which (i) government officials are engaged in
commercial and financial activities, (ii) corruption and related problems are
common, and (iii) legal standards and enforcement policies are developing, but
are often unclear and inconsistently applied. In such circumstances, special
FLUOR’S ANTI-BRIBERY AND CORRUPTION POLICY1
vigilance is important to ensure compliance with the FCPA and applicable local
legislation.
POLICY
It is the personal responsibility of all employees to acquaint themselves with the
A. Fluor’s employees, officers, directors, and any agents, subsidiaries, joint ventures, legal standards and restrictions applicable to their assigned duties, including,
consortiums, consultants, brokers; or other individuals, intermediaries, where applicable, the FCPA, the standards of the employee’s country of origin,
contractors, distributors, suppliers or entities over which the Company has and the standards of the county where the work is performed, and to conduct
control, are strictly prohibited from paying a bribe to ANY third party, public or themselves accordingly in all respects.
private, with whom the Company does business.
1. Control: The contractual power of the Company to direct, manage, oversee,
and/or restrict its relationship with and affairs of another entity.
2. Bribe: An offer or promise to give, or the giving of anything of value to
improperly influence actions by a third party. Bribes can include money, gifts,
hospitality, expenses, reciprocal favors, political or charitable contributions, or
any direct or indirect benefit or consideration.
1Source: http:// www.fluor.com/SiteCollectionDocuments/in_abac_policy.pdf

VIOLATIONS processes. Procurement and Contracts personnel must always be involved in any
dealings with our suppliers or contractors. The Company requires that all results
Violations of this policy may result in disciplinary action up to and including
of the due diligence review be documented and recorded.
termination. In addition, breaches of the FCPA or the laws of ot her countries may
subject an employee to civil and criminal penalties. • Special Requirements for Agents: The Company’s Guidelines for dealing with
agents and standard agreements, which clearly define the agent’ s services and
Employees should be aware of issues possibly related to bribery activities and should
code of conduct, are available to the appropriate sales and business line
contact the Legal Services Group with any questions or concerns they may have. See
executives from the Legal Services Group. Authority to enter into an agency
Section L below for further information on obtaining guidance from the Legal Services
agreement is provided exclusively by the Company’s Approval Matrix.
Group or reporting a suspected violation to the Legal Services Group or the
Compliance and Ethics Hotline. • Liability for Third Parties: The Company may be liable under the terms of the
FCPA not only for the actions of its direct employees, but also for the actions of
APPLICABILITY OF THE POLICY TO THIRD PARTIES
its agents in certain circumstances. The Company can be liable if it knew that its
• Applicability: Employees must be sensitive to potential application of the FCPA agent was going to pay a bribe, failed to take the appropriate steps to attempt to
and other anti-bribery rules not only in transactions involving agents or prevent such payment, and thus implicitly authorized the bribe.
representatives of the Company, but also in situations such as joint ventures or
• Requirements of Third Parties: All agents, representatives, officials, officers,
consortiums between the Company and other contractors. The Company insists
directors, and employees, and any other individuals, intermediaries, contractors,
that all agents, representatives, officials, officers, directors, and employees, and
distributors, suppliers, or other entities over which the Company has control must
any other individuals, intermediaries, contractors, distributors, suppliers or entities
acknowledge an understanding of the Company’s policy and, where appropriate,
over which the Company has control strictly comply with the FCPA and any
agree to comply with the FCPA, the applicable bribery laws of the country(ies) in
violations or any solicitations by a third person which would result in a violation
which they operate, and the requirements of the Company’s policy. The Company
should be reported immediately to the Legal Services Group.
shall retain the right to terminate its relationship with any agent, representative,
• Due Diligence and Monitoring: It is the Company’s policy to do appropriate due official, officer, director, employee, or any other individual, intermediary,
diligence and monitoring of agents, joint ventures, suppliers and subcontractors. contractor, distributor, supplier or entity over which the Company has control that
Elements of “appropriate” include the location and nature of the services provided is not fulfilling its responsibilities under this policy.
by Fluor (high risk countries require special diligence); transactions directly with
ACCURATE BOOKS AND RECORDS
foreign governments or their agencies, transactions involving high dollar value
projects; and agents, joint ventures or vendors or subcontractors who are based The Company requires that the records and books of account of the Company must
in countries that do not prohibit bribery. The Company’s Legal Services Group accurately reflect each transaction recorded therein. No false or misleading entries
has established due diligence procedures for agents and joint ventures, and must should be made in the books and records of the Company for any reason. All
review all agreements. The Company’s Procurement and Contract functional contracts and other documents must accurately describe the transactions to which
groups have established due diligence procedures for suppliers and they relate. No payment on behalf of the Company should be approved without
subcontractors as part of the prequalification of bidders or request for proposal adequate supporting documentation or made with the intention or understanding that

all or part of any such payment is to be used for any purpose other than that described CORPORATE COMPLIANCE OFFICER
by the documents supporting the payment.
The Company’s Corporate Compliance Officer’s responsibilities include consideration
LIMITED EXCEPTIONS and oversight of FCPA and anti-bribery issues. .
1. Facilitating Payments: Exceptions to the FCPA are extremely limited. The FCPA EMPLOYEE TRAINING
does, however, allow “facilitating or expediting” payments intended to expedite or
All relevant employees will receive training in these policies and procedures at the
to secure the performance of routine governmental action. (Processing
time of the issuance of this policy or at the beginning of their employment and from
government papers such as visas or work permits, customs clearances, adequate
time to time thereafter as appropriate.
police protection or providing phone or water service are examples of such
routine governmental action.) The laws of most countries, however, prohibit even REVIEW AND AUDIT
these types of payments. In addition, the acceptance of facilitation payments by
The Company’s audit approach will include consideration and review of FCPA and
foreign officials is generally illegal in most foreign countries. The distinction
anti-bribery and corruption issues. The Annual Audit Plan will include a risk
between an illegal bribe and a legal facilitation payment is often difficult to define.
assessment analysis of elements related to these issues, including, as appropriate,
Accordingly, questions concerning whether a payment would qualify as a
independent surveys such as Transparency International’s Corruption Surveys. The
“facilitating or expediting” payment should be directed to the Legal Services
Company’s Internal Audit group will also be available to undertake appropriate specific
Group. Any such facilitating payments must be properly and accurately
projects related to FCPA and anti-bribery and corruption issues as requested by the
accounted for in the Company’s records.
Corporate Compliance Officer and/or the Audit Committee.
2. Expenditures in Connection with Foreign Government Officials: Under limited
COMMUNICATIONS AND REPORTING
circumstances, the law allows for bona fide expenditures in connection with
foreign government officials. For example, some travel and training expenses, • Encouraging Open Communication: No policy can anticipate every situation that
when directly related to program evaluation and performance, may be may arise. Accordingly, this policy is not meant to be all-inclusive, but rather is
permissible. Personnel should consult with the Legal Services Group before intended to serve as a source of guiding principles and to encourage
proceeding to assume responsibility for any payments on behalf of any foreign communication and dialogue concerning standards of conduct addressed in the
official. policy. Employees are encouraged to discuss with any member of the Legal
Services Group or call the Compliance and Ethics Hotline (who will refer you to a
POLITICAL AND CHARITABLE CONTRIBUTIONS
Company subjectmatter expert in his area) with questions about particular
Contributions to political parties, party officials, candidates, organizations or circumstances that may implicate the provisions of this policy.
individuals engaged in politics, or charities or sponsorships, whether direct or indirect,
• Reporting Obligations: Employees who believe that the Company’s standards
must not be a subterfuge for bribery or contrary to applicable law. Proper recording
articulated in this policy are not being practiced are required to report the
and accounting of contributions is essential.
circumstance the Legal Services Group or to the Compliance and Ethics Hotline
at 1-800-223-1544. Any calls to the Compliance and Ethics Hotline may be made
anonymously, although employees are encouraged to identify themselves so that
a full investigation is possible.

• No Retaliation: Retaliation for reports of misconduct by others made in good faith

is prohibited by law, and the Company will not permit retaliation of any kind
against any employee who reports misconduct in good faith.
EXCEPTIONS
None

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Section 3.

UNODC in Cooperation with PricewaterhouseCoopers Austria

UNODC in Cooperation with PricewaterhouseCoopers Austria

UNODC in Cooperation with PricewaterhouseCoopers Austria

UNODC in Cooperation with PricewaterhouseCoopers Austria

UNODC in Cooperation with PricewaterhouseCoopers Austria

Statement of Ethics 1 provides false or suspicious information, or is anxious to avoid reporting or

1 Source: http://walmartstores.com /download/2032.pdf

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2007 Corporate Citizenship Report 1 Reporting Suspected Violations

ethics The Corporation provides a number of mechanisms to employees for reporting

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3. Royal Dutch Shell

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• Could my acceptance or offer lead to an obligation or imply an obligation? • Travel or accommodation

How can you report a violation of the Code?

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Bribery and Corruption 1 Code of Conduct²

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Sustainability Report 2008 1 CSR Initiatives²

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2007 Corporate Responsibility Report 1 Business Conduct and Ethics Code²

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2007 Corporate Responsibility Performance Report 1 Compliance

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2007 Annual Report1

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2007 Environment and Society Report1 SHARE

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To meet the requirements of the Sarbanes-Oxley Act, a specific whistleblowing Implementation

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2005/ 06 Corporate Responsibility Report 1 Reporting Employee Concerns

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CONTACT INFORMATION Words from the CEO

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Sustainability Report 2008: Facts1 Integrity Code2

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2. Sanctions Code of Ethics 1

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12. General Electric

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