1. August 15, 2015 Copyright © 2010 WeComply, Inc. All rights reserved. Ethics and Compliance Basics Note to Trainer

2. August 15, 2015 Copyright © 2010 WeComply, Inc. All rights reserved. Ethics and Compliance Basics Introduction

3. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.2 We expect our employees — Not to misrepresent our position To promptly correct anything that seems to be misunderstood To follow established accounting procedures that ensure complete and accurate recording of business transactions To report suspicions of improper accounting or auditing practices to a supervisor, audit-committee member or Legal Department There will be no retaliation against employees who report questionable accounting or auditing matters Honesty and Fairness

4. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.3 In the news…

5. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.4 Respect for diversity is a fundamental part of — Maintaining a respectful and productive work environment Serving a diverse customer base We hire and promote people based on qualifications, performance and abilities All employees and applicants have equal opportunities for success Discriminating against or harassing a co-worker may be against federal and/or state law Diversity and Respect

6. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.5 Pop Quiz! Sandy is interviewing Henry for a job. She can see that Henry is probably in his late fifties. She says to him, "You know, a lot of people who work here are just out of college; we have a very young environment." Is Sandy's statement appropriate? A.Yes, Sandy is just stating a fact about the job — not making a comment about Henry. B.It depends whether Sandy actually asks Henry how old he is at some other point in the interview. C.No, Sandy's statement could have discriminatory implications.

7. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.6 Conflict of interest: A situation in which personal or private interest interferes with your ability to do your job fairly and ethically Don't compete with our organization, and never let business dealings be influenced by personal or family interests Conflict-of-interest settings: Receiving gifts or favors from a customer or supplier Participating in activities that compete with our organization Allowing family or personal relationships to influence judgment Giving or offering gifts or favors to government employees Conflicts of Interest

8. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.7 Conflicts of Interest (cont’d) Conflict of interest: A situation in which personal or private interest interferes with your ability to do your job fairly and ethically Don't compete with our organization, and never let business dealings be influenced by personal or family interests Conflict-of-interest settings: Receiving gifts or favors from a customer or supplier Participating in activities that compete with our organization Allowing family or personal relationships to influence judgment Giving or offering gifts or favors to government employees

9. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.8 Conflicts of Interest (cont’d) Conflict of interest: A situation in which personal or private interest interferes with your ability to do your job fairly and ethically Don't compete with our organization, and never let business dealings be influenced by personal or family interests Conflict-of-interest settings: Receiving gifts or favors from a customer or supplier Participating in activities that compete with our organization Allowing family or personal relationships to influence judgment Giving or offering gifts or favors to government employees

10. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.9 Conflicts of Interest (cont’d) Conflict of interest: A situation in which personal or private interest interferes with your ability to do your job fairly and ethically Don't compete with our organization, and never let business dealings be influenced by personal or family interests Conflict-of-interest settings: Receiving gifts or favors from a customer or supplier Participating in activities that compete with our organization Allowing family or personal relationships to influence judgment Giving or offering gifts or favors to government employees

11. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.10 We have confidential and valuable information that qualifies as trade secrets Federal and state laws require that we meet strict confidentiality standards for certain types of information we handle Our policies require — Storing paper documents securely Not leaving computer unattended with confidential information on screen Using strong password for network access and not sharing it with others Safeguarding mobile devices that contain sensitive personal data Information Security

12. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.11 Information Security (cont’d) We have confidential and valuable information that qualifies as trade secrets Federal and state laws require that we meet strict confidentiality standards for certain types of information we handle Our policies require — Storing paper documents securely Not leaving computer unattended with confidential information on screen Using strong password for network access and not sharing it with others Safeguarding mobile devices that contain sensitive personal data

13. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.12 Our business records are among our most important and valuable assets Business records include essentially everything you produce, regardless of format We are required by law to maintain certain types of business records We have established policies and guidelines regarding — What records to keep and for how long What records to dispose of and how to dispose of them If you have record-management questions, ask your supervisor Business Records

14. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.13 Pop Quiz! Mike learns that the company is involved in a major lawsuit that affects another office in a different state. What does he need to do with regard to the company's record-retention policy? A.Nothing, because the lawsuit involves another office. B.Nothing, except follow the existing record-retention guidelines. C.Consult with the Legal Department before following existing record- retention guidelines.

15. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.14 We provide secure network, e-mail, Internet access, instant-messaging and voicemail for use in conducting our business Communications and information on these systems are our organization's records We may monitor these systems without permission from employees Employees should not have an expectation of privacy in anything they do on our e-communication systems Improper use of our e-communication systems can lead to discipline — and possibly termination — of employee(s) involved Electronic Communications

16. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.15 Maintaining safe and sustainable environment is vital to our health and well-being We strive to provide safe working environment and to meet or exceed standards governing workplace safety, health and environment You should be familiar with our emergency-preparedness plans and assist in implementing emergency response If asked to do something harmful to health or environment, do not comply and report it immediately Health, Safety and the Environment

17. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.16 Drug and alcohol abuse in the workplace has significant negative effects Drug and alcohol abuse reduces productivity and is detrimental to workplace atmosphere We are committed to providing safe and drug-free environment We require employees to be free of illegal drugs or alcohol in the workplace Employees may not drink alcoholic beverages during work hours, except at business meals or when served at events that we sponsor If you suspect that a co-worker has a substance-abuse problem, report the matter to your supervisor or Human Resources Alcohol and Drug Abuse

18. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.17 Drug and alcohol abuse in the workplace has significant negative effects Drug and alcohol abuse reduces productivity and is detrimental to workplace atmosphere We are committed to providing safe and drug-free environment We require employees to be free of illegal drugs or alcohol in the workplace Employees may not drink alcoholic beverages during work hours, except at business meals or when served at events that we sponsor If you suspect that a co-worker has a substance-abuse problem, report the matter to your supervisor or Human Resources Alcohol and Drug Abuse (cont’d)

19. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.18 We are committed to an environment free from violence, threats, harassment, intimidation and other disruptive behavior All reports of workplace-violence incidents will be taken seriously Individuals who commit violent acts may be subject to disciplinary action and/or criminal penalties Don't ignore violent, threatening, harassing or intimidating behavior If you observe or experience such behavior, report it immediately to a supervisor Threats or assaults requiring immediate attention should be reported to 911 Workplace Violence

20. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.19 Pop Quiz! For the past week, you've watched tensions mount between two co-workers who have very different political views. This morning, they almost came to blows. Which of the following prevention techniques should you avoid using? A.Report the two co-workers to your supervisor. B.Make sure you have the right emergency phone numbers handy. C.Step between the two co-workers the next time they start arguing and order them to stop.

21. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.20 Right to make political contributions and lobby is heavily regulated Rules regarding political activity: You have right to vote and be politically active on your own behalf, on your own time and using your own resources Only designated representatives may speak on our behalf about politics and related matters Never use our funds or resources for political activities Never feel pressured to make political contribution or to vote in a certain way by anyone working for us or on our behalf Political Activity

22. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.21 Antitrust laws are intended to promote competition for benefit of consumers Laws target various anti-competitive practices: Agreements between competitors Agreements between manufacturers and distributors Agreements between suppliers and customers Predatory practices by companies with monopoly power in their markets Anti-Competitive Conduct

23. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.22 Employees may not give anything to a customer or supplier as inducement to obtain business or favorable treatment Employees may not give anything to public officials to have law or regulation enacted or defeated, or for award of business Employees may not accept anything in return for favorable treatment from customers or suppliers Foreign Corrupt Practices Act (FCPA) makes it illegal to give anything of value to a foreign official to obtain or retain business Violations of the FCPA can lead to substantial civil and criminal liability Bribery and Kickbacks

24. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.23 Employees may not give anything to a customer or supplier as inducement to obtain business or favorable treatment Employees may not give anything to public officials to have law or regulation enacted or defeated, or for award of business Employees may not accept anything in return for favorable treatment from customers or suppliers Foreign Corrupt Practices Act (FCPA) makes it illegal to give anything of value to a foreign official to obtain or retain business Violations of the FCPA can lead to substantial civil and criminal liability Bribery and Kickbacks (cont’d)

25. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.24 Pop Quiz! Knowing that a high-ranking foreign-government official will soon be awarding a new contract on which XYZ Inc. is bidding, an XYZ sales manager contacts the official's son and offers to help him get admitted to a U.S. university. Does this raise any legal issues? A.No, because the offer was made to the official's son — not to the official herself. B.Maybe, if the son accepts the offer. C.Yes, if the son's admission would have been of value to the official.

26. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.25 Acting dishonestly or unethically will not work to your or our advantage You will have to live with consequences You will be working in unethical environment that you helped create You have a zone of control When you act ethically within this zone, your environment is one of integrity You are less affected by any unethical people around you because you are not engaged in their activities We will take all reports of unethical conduct seriously and do all we can to contribute to an ethical business environment Working with Integrity

27. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.26 All employees are responsible for understanding and following policies, procedures and applicable laws Violations may lead to disciplinary action, up to and including termination of employment Employees are required to report violations that they observe or learn of Employees who have knowledge of wrongdoing but fail to report it may be subject to disciplinary action We will treat the information reported confidentially to the extent possible We will not retaliate against an employee who makes a good-faith report of a suspected violation or irregularity Reporting Violations

28. Ethics and Compliance Basics August 15, 2015Copyright © 2010 WeComply, Inc. All rights reserved.27 Final Quiz

29. August 15, 2015 Copyright © 2010 WeComply, Inc. All rights reserved. Questions?

30. August 15, 2015 Copyright © 2010 WeComply, Inc. All rights reserved. Thank you for participating! This course and the related materials were developed by WeComply, Inc. and the Association of Corporate Counsel.