Standards of Business Conduct Overview

Standards of Business Conduct - Key Principles

ExxonMobil

The methods we employ to attain results are as important as the results themselves ExxonMobils reputation for honesty, ethical behavior and fair dealing is a priceless company asset The Standards of Business Conduct policies provide the framework for how all employees are to operate The Corporations employees are expected to observe the highest standards of integrity in the conduct of the Corporations business Lack of compliance could potentially result in violations of laws or government regulations, misstatement of financial results, loss of customers or preferred suppliers, inadequate product quality, environmental incidents, and more.
ExxonMobils reputation as a corporate citizen depends on our understanding of and compliance with the Standards of Business Conduct
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Standards of Business Conduct

Environment Policy Guiding Principles Safety Policy Product Safety Policy Ethics Policy Customer Relations and Product Quality Policy Conflicts of Interest Policy Alcohol and Drug Use Policy Corporate Assets Policy Equal Employment Opportunity Policy Directorships Policy Gifts and Entertainment Policy Harassment in the Workplace Policy Political Activities Policy International Operations Policy Antitrust Policy Procedures and Open Door Communication Health Policy

Employee Irregularities
ExxonMobil

DISCIPLINE Employee irregularities result in discipline up to and including termination. Management determines discipline with Audits endorsement after an investigation is conducted. Internal Audit must be notified as soon as a potential irregularity is identified.

Potential cases must be reported to site Controllers/Controls Advisor who will contact Internal Audit.
Audit performs an independent review of the investigation and determines if a reportable irregularity has taken place Self-disclosure and full cooperation during the investigation may be mitigating factors in determining discipline.

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Ethics Policy
ExxonMobil

BACKGROUND:
Defines expectations for integrity, honesty, and candor in our business dealings Requires candor from employees at all levels and adherence to policies and internal controls Requires compliance with government laws, rules and regulations States that no employee can direct another employee or contractor to violate any policy or law Requires all transactions to be accurately reflected in the books and records of the Corporation

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Ethics Policy Violation Examples

ExxonMobil

Deliberately... Violating the law or regulations Bypassing required approvals Falsifying accounting records and reconciliations, lab results, product specification tests, equipment inspection reports, production volume reports, witnessing and inventory records Misreporting of safety or environmental incident, including cover-up of what actually happened Maintaining any off-the-record bank accounts

Splitting of an invoice or requisition or AFE to avoid proper approval level

Lying to or hiding something from the Internal/External auditors or Management Misstating management stewardship reports

DISCIPLINE Almost always termination (or the maximum allowed under local law).
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Conflicts of Interest (COI) Policy

ExxonMobil

BACKGROUND:
Involves a situation where an employees personal interests are, or could give the appearance of being, in conflict with the Companys interests Policy supplemented by detailed guidelines - violating a specific guideline is considered violating the policy Many of the individual guidelines extend to the employees spouse and dependent family members Many (but not all) of the individual guidelines require review of employee situations and consent by a senior executive

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COI Policy Violation Examples

ExxonMobil

Competing with the Company via a personal business (i.e. business selling seismic data; having an ownership interest in a service station) Employment of employee's spouse or dependent by a competitor in a common technical/professional field where they normally have access to proprietary information and Management approval not obtained. Awarding work to or having administrative oversight over a supplier that employs a close family member Purchase, sale or lease of property, facilities or equipment from or to the Company where an opportunity for preferential treatment and Management approval not obtained. Requesting a supplier to consider employing a family member when in a position to influence the amount of ExxonMobil business awarded to the supplier Ownership of mineral interests without Management approval Using information obtained in employee role that is not available to the public to make personal investment decisions Use of Company personnel, facilities, equipment or supplies for personal benefit and not in accordance with accepted practices and procedures Buying or selling puts or calls or other options on ExxonMobil stock (applies to MPT employees, spouses and dependent family members)

DISCIPLINE Usually termination

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Corporate Assets
ExxonMobil

BACKGROUND:
Generally involves a deliberate action for personal gain Many actions included in this category: Thefts over $5K (8010) Misuse of assets Expense account, credit card and employee program abuse Information disclosure Loss from third party actions Category includes theft of property by unknown persons

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Corporate Assets Examples

ExxonMobil

Intentional personal use of a Company credit card (AMEX, P-Card, etc) even when payment is made promptly A single accidental personal use (provided wrong card) is not an irregularity provided it is self-disclosed as soon as it is known and payment is made promptly. Excessive personal use (more than de minimus) of Company assets, including PC, internet, telephone, cell phone, copier Accessing and/or distributing sexually explicit materials Zero Tolerance Thefts and attempted thefts of Company cash or assets or time (excessive absenteeism is a performance issue, being absent while claiming to be at work may be an irregularity) Misuse of Company assets Lying to obtain Company benefits where the benefits were not earned: Educational reimbursement, matching grants, etc. Falsification of expense statement for personal gain Inappropriate disclosure (intentional or unintentional) of significant Company information

DISCIPLINE
Depending on the circumstances, can range from verbal reprimand to termination
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Directorships
ExxonMobil

BACKGROUND: Guideline directed primarily to directorships in a nonaffiliated, for-profit organization and requires Dallas approval.

Participation in nonprofit civic organizations or professional and trade organizations reviewed by supervisor

EXAMPLE: Failure by an employee to disclose a directorship or significant fact related to a directorship in an outside for-profit

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Gifts and Entertainment

ExxonMobil

BACKGROUND: Expects employees to use good judgment taking into account pertinent circumstances:
Serves a valid business purpose In keeping with good business ethics Is customary and proper under the circumstances and gives no appearance of impropriety Does not impose any sense of obligation on the recipient to the donor Cannot be viewed as frequent, extravagant or excessive Does not involve materials, services, repairs or improvements at no cost or an unreasonably low cost Employee is able to reciprocate

Giving or receiving cash is never allowed without a pre-approved exception.

EXAMPLE: Employee accepts/provides significant inappropriate gifts or entertainment without Management approval.
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Error versus Irregularity

ExxonMobil

1.

Unintentional execution error Accounting entry made wrong Lab test performed wrong Used wrong (or forgot) safety procedure Wrong AMEX card provided to vendor Sent wrong product due to transposition error Project DCFR shown wrong due to typo Not an irregularity as long as the error is disclosed and corrected as soon as it is discovered Deliberate action that unintentionally violates a policy Mistake in knowledge Reflects not knowing or not understanding or misinterpreting the policy Generally is an irregularity, given Business Practices Reviews and annual compliance statement process and encouragement to ask if unsure Deliberate action that knowingly violates a policy Mistake in judgement Includes covering up an unintentional execution issue Always an irregularity

2.

3.

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Drug & Alcohol Policy

The Corporation recognizes that alcohol, drug, or other substance abuse by employees will impair their ability to perform properly and will have serious adverse effects on the safety, efficiency and productivity of other employees and the Corporation as a whole. The misuse of legitimate drugs, or the use, possession, distribution or sale of illicit or unprescribed controlled drugs on company business or premises, is strictly prohibited and is grounds for termination. Possession, use, distribution, or sale of alcoholic beverages on company premises is not allowed without prior approval of appropriate senior management. Being unfit for work because of use of drugs or alcohol is strictly prohibited and is grounds for termination of employment. While this policy refers specifically to alcohol and drugs, it is intended to apply to inhalants and all other forms of substance abuse.

Drug & Alcohol Policy

The Corporation recognizes alcohol or drug dependency as a treatable condition. Employees who suspect they have an alcohol or drug dependency are encouraged to seek advice and to follow appropriate treatment promptly before it results in job performance problems.. No employee with alcohol or drug dependency will be terminated due to the request for help in overcoming that dependency or because of involvement in a rehabilitation effort. The Corporation may also require employees to submit to medical evaluation or alcohol and drug testing where cause exists to suspect alcohol or drug use, including workplace incidents.

Drug & Alcohol Policy

The Corporation may conduct unannounced searches for drugs and alcohol on company owned or controlled property. Unannounced periodic or random testing will be conducted when an employee meets any one of the following conditions: has had a substance abuse problem, or is working in a designated position identified by management, a position where testing is required by law, or a specified executive position. A positive test result or refusal to submit to a drug or alcohol test is grounds for disciplinary action, including termination.

Harassment in the Workplace

It is the policy of Exxon Mobil Corporation to prohibit any form of harassment in any company workplace. The policy prohibits unlawful harassment based on race, color, sex, religion, national origin, citizenship status, age, physical or mental disability, veteran or other protected status

Harassment in the Workplace

Under the Corporation's policy, harassment is any inappropriate conduct which has the purpose or effect of: creating an intimidating, hostile, or offensive work environment; unreasonably interfering with an individual's work performance; or affecting an individual's employment opportunity. Forms of harassment include, but are not limited to, unwelcome verbal or physical advances and sexually, racially, or otherwise derogatory or discriminatory materials, statements, or remarks. All employees, including supervisors and managers, will be subject to disciplinary action up to and including termination for any act of harassment.

Harassment in the Workplace

Employees or supervisors who observe or become aware of harassment should immediately advise their supervisors, higher management, or their designated Human Resources Department contacts. No employee should assume that the Corporation is aware of a problem. All complaints and concerns should be brought to management's or the Human Resources Departments attention so that appropriate corrective steps can be taken. No retaliation will be taken against any employee because he or she reports a problem concerning possible acts of harassment.

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