Integrity

Ethics & Compliance Governance

The mission of the Ethics and Compliance Committee is to promote an organizational culture that encourages ethical conduct and to support the Company and its operating leaders in their commitment to comply with applicable laws and regulations.

Responsibilities

The Committee’s primary responsibilities shall be to:

  • Sponsor and monitor the operation of the Company’s Ethics and Compliance Program
  • Assess the Company’s risks of non-compliance with applicable laws and regulations
  • Ensure that the Company’s policies, procedures and programs enhance and facilitate the Ethics and Compliance Program
  • Report regularly (no less than annually) to the Company’s most senior leaders to inform them of the content, operation and health of the Ethics and Compliance Program

Meetings

The Committee shall meet quarterly to review and analyze the Company’s Ethics and Compliance Program and, as appropriate, address the following agenda topics:

  • Review reports from the Company’s Ethics Office, including a review of significant trends in, and corrective actions taken in response to, calls to the Company’s Help Line;
  • Review trends and “Best Practices” from industry
  • Review results of internal audits, if any, assessing or reflecting on legal or regulatory compliance, and suggest topics for future internal audits
  • Review communications and engagement with employees on ethics and compliance issues, including awareness training (both live and online) on the Company Code of Conduct and other issues of importance;
  • Review new laws or regulations impacting the Company’s businesses and new lines of business, new services or products being offered by the Company
  • Assess integration of newly acquired businesses or newly formed joint ventures
  • Recommend changes, if appropriate, in the Company’s policies, procedures or programs related to legal or regulatory compliance

Compliance Topics

Among the compliance topics that may be addressed at a given meeting are the following:

  • Labor and Employment (e.g., FLSA, Affirmative Action, EEOC, DOL, Per Diem)
  • Government Contracting (e.g., bribery/gratuities, contract pricing, Procurement Integrity, Organizational Conflicts of Interest, Mandatory Disclosure)
  • Export and Import Controls (including compliance with ITAR, EAR, OFAC, anti-boycott laws, FOCI)
  • International (e.g., FCPA, UK Anti-Bribery Law, Human Trafficking, Human Rights, Foreign Labor, Tax and Other)
  • Other topics of relevance to the business

 

Membership and Attendance

Company General Counsel (Chair), Chief Financial Officer, Senior Vice President of Human Resources and Vice President of Internal Audit are members of the Committee. Each quarter the Committee shall invite the General Counsel and VP of Human Resources from one of the Company’s business units to present ethics and compliance topics of particular concern to their business or function.