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CodeofEthicsProgram auto nation

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  • 1. Setting the highest standards in everything we do
  • 2. November 2007 Dear Fellow Associates: AutoNation is committed to achieving its goal to be America’s most successful automotive retailer by doing business in accordance with the highest standards of business conduct. AutoNation’s newly updated Business Ethics Program reflects the high standards of business ethics that we must maintain. For AutoNation, simply complying with the law is not enough. Our customers and co-workers must be able to count on AutoNation’s integrity in “always doing the right thing” when selling and servicing vehicles. Your updated Business Ethics Program materials are enclosed. It is your responsibility to become thoroughly familiar with these materials. If you should have any questions about ethics issues, what the law requires or how to comply with the law, we strongly encourage you to seek guidance from management, Human Resources or the Legal Department. AutoNation’s Business Ethics Program, which includes the Code of Business Ethics and related Company policies, protects you by preventing unethical or illegal sales practices, discrimination and harassment in the workplace and other violations of law and Company policy. It is your responsibility to report suspected violations of law or policy so that we can take appropriate action to ensure that everyone meets our high standards. We do not tolerate retaliation against any associate for reporting, in good faith, a suspected violation of law or policy. You can and should be proud of our Company’s standards of business conduct. These standards are designed to enable associates to reach their full potential, and will preserve, protect and enhance AutoNation’s reputation and its future. We thank you for your continuing cooperation and contributions. Michael J. Jackson Michael E. Maroone Jonathan P. Ferrando Michael J. Short Chairman & Chief President & Chief Executive Vice President, Executive Vice President & Executive Officer Operating Officer General Counsel & Chief Financial Officer Secretary
  • 3. CODE OF BUSINESS ETHICS Setting the highest standards Today, AutoNation, Inc.1 (“AutoNation” or the “Company”) — the largest automotive retailer in America — operates in many different markets and under many laws and regulations. As the industry leader, we are committed to setting the highest standards of business ethics and conduct. This commitment requires that we conduct our business not only in compliance with all the laws and regulations that apply, but also in accordance with the highest standards of business conduct. AutoNation’s Business Ethics Program consists of those policies, procedures and practices that help us understand and comply with the law and the Company’s standards of business conduct. Some of the elements of the Business Ethics Program include the Business Ethics Policies, this Code of Business Ethics, which contains a summary of the basic principles and policies that all of us at AutoNation must follow, the ACT-AlertLine, and various related handbooks and policy manuals. This Code, our Business Ethics Policies, and the entire Business Ethics Program are designed to help us build on the confidence and continued support of our customers, investors, suppliers, regulatory agencies, law enforcement agencies, the courts, and the public. Because our business depends on the reputation of all of us for integrity and principled business conduct, the policies contained in this Code and the more detailed Business Ethics Policies in many instances go beyond the requirements of the law. It is the obligation of each associate to know, understand and comply with all of the Business Ethics Policies summarized, as well as the guidelines contained, in AutoNation’s Code of Business Ethics. You must also report policy violations and other improper or unlawful behavior. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise. It does, however, contain the general principles that guide our conduct for AutoNation and directs us to those resources that we can turn to when we are uncertain about the right thing to do in any situation. You should seek guidance whenever faced with ethical or legal questions or issues. When you have questions regarding proper conduct in a particular situation, you should review the specific Business Ethics Policy and contact your manager, Corporate or Region Human Resources, AutoNation’s Legal Department or a member of the AutoNation Business Ethics Committee. Members of that Committee include the President and Chief Operating Officer, Chief Financial Officer and General Counsel. AutoNation encourages you to seek guidance first from your manager for routine workplace issues that do not involve violations of law or ethical conduct. Call the ACT-AlertLine at 1-800-597-0094 if the suspected or known violation involves your manager or other management, is a violation of law or the Business Ethics Policies, involves questionable auditing or accounting practices, if you need additional assistance after speaking with your manager and providing an opportunity for your manager to address your concern, or if you are not comfortable reporting to the resources listed above. We at AutoNation are committed to being the best automotive retailer in America. Abiding by the policies set forth in the Code will help us achieve this goal. 1 When referred to hereinafter in any Business Ethics Policy, the Code of Business Ethics or any other related materials and communications (collectively, “Business Ethics Program”), the terms “AutoNation, Inc.,” “AutoNation” and/or the “Company” will include all subsidiaries and affiliates of AutoNation, Inc. Also, for ease of reference, the Business Ethics Program will also refer collectively to all employees (associates) of the subsidiaries and affiliates of AutoNation, Inc. as “AutoNation associates,” “our associates,” “associates,” “we” or use similar terms; however, all associates are employees of the separate and distinct dealership or other entity for which the associate works and which pays the associate.
  • 4. Business Ethics Program Oversight and Implementation (See Policy No. 1) The responsibility for overseeing, implementing and interpreting the Business Ethics Program is assigned to AutoNation’s Business Ethics Committee. Determinations of the Business Ethics Committee on ethical Everything that we do and and compliance questions or policies are final. This Committee must stand for as America’s largest approve all changes to the Business Ethics Program. automotive retailer is Business Ethics Program Education characterized by our unique and Certification (See Policy No. 2) and ongoing pursuit of This Code of Business Ethics will be distributed to all associates and is also excellence. Our Business available on the Company website and DealerCentral. You may obtain copies of any Business Ethics Policy from your manager, the Legal Ethics Program, which is Department, Human Resources, the Business Ethics Committee, on the described in our Code of Company website, or on DealerCentral. You must also certify that you have received and read these important documents, understand their contents Business Ethics as well as our and agree to abide by the letter and spirit of each. Business Ethics Policies, Reporting and Investigating Violations provides all of us with the and Seeking Guidance (See Policy No. 3) guidelines we need in “doing AutoNation requires all associates to report violations of AutoNation’s the right thing”–ethically and Business Ethics Program or any applicable law. In addition, we are each responsible for promptly reporting complaints or concerns regarding legally– in our pursuit of accounting, internal accounting controls or auditing matters (“Accounting excellence. We want our vast Issues”). AutoNation appropriately investigates all such reports. The Company strictly prohibits any retaliation for making good faith reports of family of associates and our suspected or known violations of the law or the Business Ethics Program. shareholders to be proud of As part of our Open Door Policy, you should direct routine workplace issues the stature of our Company, or questions on a particular policy first to your manager--or to another manager with whom you feel comfortable speaking--or to Human the manner in which we Resources, unless your concern involves the manager or other conduct our business and the management, or is a violation of law or the Business Ethics Policies. many ways in which we serve Examples of more routine workplace issues include work schedules and smoking or dress code violations. In contrast, concerns about deceptive or our customers. fraudulent sales practices, sexual or other harassment, or illegal discrimination, for example, are not considered routine. Any suspected or known violations of law or AutoNation policy should be reported immediately. If you have further questions or wish to report violations of the law, or of AutoNation’s Business Ethics Code or Policies, you should contact corporate or region management or Human Resources, the Legal Department or a member of the Business Ethics Committee. You can also report violations by calling the AutoNation ACT-AlertLine. Reports regarding Accounting Issues should be made by email to 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, and can also be made to the ACT-AlertLine. Reports will be treated confidentially to the extent reasonably possible, given the need to conduct an investigation and appropriately resolve any issues. Reports to the ACT-AlertLine may be made without giving your name, although identifying yourself makes the follow-up investigation easier. Complaints or concerns regarding Accounting Issues will be forwarded to the Company’s Audit Committee in accordance with applicable procedures.
  • 5. Non-Retaliation (See Policy No. 4) Any reports of suspected or known violations of the law, the AutoNation Business Ethics Program or the Business Ethics Policies will be investigated appropriately. The Company prohibits retaliation against associates for making a good faith report of suspected misconduct. Examples of retaliation include making untrue reports or statements about that individual, harassment, demoting or firing an associate, or withdrawing It is absolutely forbidden for any benefits because of the associate’s making a good faith report. associate to punish or conduct Business Ethics Program reprisals against any other Discipline (See Policy No. 5) associate for reporting a Discipline, up to and including termination, may be imposed for violating violation in good faith. Such either the law or the AutoNation Business Ethics Program, which includes retaliation is a serious violation the Code of Business Ethics and Business Ethics Policies. Discipline is to be applied in a reasonable and consistent manner. Disciplinary decisions of Company policy and will result depend on many factors, however, and the appropriate form of discipline is in discipline, up to and including 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 termination. enforcing the Business Ethics Program. All reported violations will be investigated appropriately and treated confidentially to the extent reasonably possible. Auditing and Monitoring of Business Ethics Program (See Policy No. 6) AutoNation’s Business Ethics Program requires all associates to comply with high standards of business conduct. AutoNation seeks to maintain an effective Business Ethics Program through regular monitoring of the Program. The Business Ethics Committee, whose members are senior executives, has the responsibility to oversee administration and enforcement of the Program. In order to implement its Business Ethics Program, AutoNation requires that associates contribute to monitoring the success of the Program. The Company expects associates to cooperate fully with any and all of the Company’s attempts to gather information about how the Business Ethics Program is operating. It is also the policy of AutoNation to encourage associates to express their concerns about the effectiveness of the Business Ethics Program. AutoNation prohibits retaliation against associates for expressing such concerns in good faith. “Today we are the largest automotive retailer in America, and I’m proud to say that, as the industry leader, we’ve always been committed to setting the very highest standards of business ethics.” — Michael J. Jackson Chairman & Chief Executive Officer
  • 6. Equal Employment Opportunity (EEO) (See Policy No. 7) AutoNation will provide equal employment and promotional opportunities for all associates as well as any individual applying for employment without regard to race, color, religion, sex, pregnancy, sexual orientation, national AutoNation origin, age, disability or any other basis protected by law. Illegal discrimination or harassment will not be tolerated from any associates, and its Associates including supervisors and managers, or from any outsider dealing with AutoNation. Policy Prohibiting Harassment AutoNation’s associates are its (See Policy No. 8) AutoNation is committed to maintaining a work environment free from greatest asset. The Company has sexual and other harassment for all of us. Unwelcome sexual advances, identified a number of ethics and requests for sexual favors and other forms of verbal, physical, written or visual conduct that constitutes sexual harassment will not be tolerated. compliance issues and developed AutoNation managers and supervisors are required to take reasonable specific Business Ethics Policies to actions to prevent conduct at work that creates an intimidating, hostile or offensive work environment. protect all associates and to Drugs and Alcohol (See Policy No. 9) provide an environment in which AutoNation is committed to a drug-free working environment. AutoNation we are each able to reach our full prohibits the unlawful possession, use, sale, manufacture, distribution or dispensation of illegal or controlled substances by any associate while on potential. AutoNation strives Company premises or on Company business, except, as to alcohol, at daily to be an employer of appropriate business functions, as authorized. choice by offering all associates Prevention of opportunities for career growth Workplace Violence (See Policy No. 10) and personal fulfillment in a No associate may bring firearms, explosives, incendiary devices or any other weapons into the workplace or any work-related setting, regardless of supportive business environment. whether or not you are licensed to carry such weapons. AutoNation The following principles and reserves the right to conduct searches on Company property to ensure that dangerous materials or items are not present. Similarly, the Company will policies are designed to ensure not tolerate any level of violence or intimidation in the workplace or in any that we succeed in accomplishing work-related setting. Wage and Hour Laws (See Policy No. 11) these objectives. Associates must follow the requirements of state and federal law in the payment of minimum wages and overtime compensation. Proper records for wages, hours and overtime compensation must be kept. We must report and record accurately and completely all required wage and hour information. In no circumstances may any associate falsify any record relating to wages or hours worked. Background Verifications (See Policy No. 12) It is AutoNation’s policy to conduct background verifications of all associate candidates, as well as, where appropriate, existing associates who may be considered for promotion or assigned additional responsibilities. Additional background checks will be determined on a case-by-case basis. AutoNation will disclose the results to an applicant or associate as required by law. “Each and every associate has a contribution to make to our Company’s success, and we want each of you to be driven every day to do your very best.” – Michael J. Jackson, Chairman & Chief Executive Officer
  • 7. Finance & Insurance Sales Practices (See Policy No. 13) We must conduct ourselves in accordance with the highest standards of business ethics in connection with the sale of finance and insurance (F&I) products. It is AutoNation’s policy to document properly, represent AutoNation’s accurately and disclose fully the consumer cost for each F&I product. This applies to every AutoNation associate in an F&I department as well as any Operations other associate engaging in or assisting with the sale of an F&I product. We must sell F&I products based on AutoNation’s menu-based sales process and comply with all applicable laws, and we may not sell F&I products for more than the applicable maximum selling price. AutoNation’s Code of Business Ethics, Business Ethics Policies Parts and Service and entire Business Ethics Sales Practices (See Policy No. 14) Program are designed to ensure that we conduct our business We must conduct ourselves in accordance with the highest standards of business ethics in connection with the sale of parts and service. It is consistently according to the AutoNation's policy to disclose accurately and fully to the consumer the cost law and the highest standards to the customer of Parts and Service, and to perform properly and charge of business ethics. The Business only for necessary repairs and service. In addition, we must document Ethics Program was developed properly any consumer agreement to purchase Parts and Service, and otherwise comply with all laws that apply to the sale of Parts and Service. to protect and guide us as This policy applies to every AutoNation associate in a Parts or Service individuals and to safeguard our department or standalone collision center or body shop, as well as any other Company’s business and associate engaging in or assisting with the sale of Parts and Service. reputation. We must deal fairly Gifts, Gratuities and with the Company’s customers, suppliers and competitors and Entertainment (See Policy No. 15) our fellow associates. We must AutoNation does not want the receipt of gifts, gratuities or favors to never take unfair advantage of interfere with our ability to make decisions solely in the best interests of others or engage in unfair AutoNation. No associate may accept a business-related gift that exceeds dealing practices. We seek to $250 in value without receiving the approval of the associate’s manager. AutoNation associates may offer or accept only infrequent meals, apply the Company’s ethical entertainment or gifts of reasonable value that are customary and standards in all of our business commonly accepted business courtesies. Gifts in cash are never to be dealings, adhere to all AutoNation offered or accepted. Offering, giving, soliciting or receiving any form of policies and procedures and bribe or other inducement is prohibited. comply with all laws that apply to Procurement (See Policy No. 16) the sale and marketing of AutoNation purchases and leases millions of dollars worth of goods and automotive vehicles. It is the services every month. The Company purchases products and service based responsibility of each of us to on price, quality, timeliness of delivery and general merit, regardless of the know, understand and comply manufacturer or provider. Kickbacks, group boycotts, restrictive fully with these critical policies agreements, and exclusive dealing agreements are strictly forbidden. and principles applicable to our Environmental Laws business operations and our and Regulations (See Policy No. 17) conduct. AutoNation’s objective is to comply with all environmental laws and regulations and conduct business in a manner that protects the environment, all associates and the general public. AutoNation has implemented an Environmental, Health and Safety compliance program and provided each store with a related policy manual to enhance our compliance with all laws and regulations. Training and consulting support are also provided at every store.
  • 8. Workplace Safety and Health (See Policy No. 18) We must work together in providing a safe and healthy workplace for all associates and for visitors to Company premises. We must maintain facilities free from recognized hazards and obey all Company health and safety rules as well as applicable laws and regulations. We must operate equipment safely with all safety devices in place and wear personal protective equipment wherever required. You must report to your manager any injuries or suspected violations of health and safety policies, laws or regulations. Conflicts of Interest and Misappropriation of Corporate Opportunities (See Policy No. 19) We each owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and to make decisions based on the Company’s – and not our own personal - interests. A Conflict of Interest occurs when your personal interests conflict or interfere in any way, or even appear to conflict or interfere, with the interests of the Company. Examples of transactions that present actual or potential Conflicts of Interest include you or a family member owning an interest in or serving as an employee or consultant of a supplier, wholesale vehicles business or a vendor that provides services to the Company such as computer repairs, software or landscaping services. A Corporate Opportunity is a potential business opportunity that an associate discovers through the use of Company property or information or the associate’s position at AutoNation. It can also be using the Company’s property, information or position for personal gain. Examples of improperly taking Corporate Opportunities include seeking a dealership franchise from an auto manufacturer for a family member to operate separately from AutoNation, or purchasing real estate or other facilities that you have reason to know that the Company may be interested in. Associates must not enter into a transaction or engage in an activity giving rise to a Conflict of Interest or that involves a Corporate Opportunity without making prompt and full disclosure in writing to any member of AutoNation’s Business Ethics Committee and obtaining the prior written approval of the Business Ethics Committee, the Corporate Governance Committee or the Board of Directors. Executive officers must make full disclosure to and obtain the prior written approval of the Corporate Governance Committee or the Board of Directors before entering into any such transaction or engaging in any such activity. “AutoNation simply will Protection of Company Property not tolerate any improper, unethical or illegal and Information (See Policy No. 20) financial activities. You Each of us is responsible for protecting Company Property and Confidential must contact us if you Information from misuse, theft, fraud, waste, carelessness, loss, suspect there’s a unauthorized use, disclosure or disposal and for ensuring efficient use of Company Property. Except as authorized by the Company, we may not use problem.” Company Property or Confidential Information for any use other than — Michael J. Short AutoNation business. Company Property and Confidential Information Executive Vice President & should be used for legitimate business purposes. As a general rule, Chief Financial Officer associates should presume that any information they receive about AutoNation or its customers is Confidential Information and, therefore, should be protected from disclosure.
  • 9. Accurate Books and Records (See Policy No. 21) Associates must complete all Company documents accurately, truthfully and in a timely manner and record the Company’s financial activities in compliance with all applicable laws and accounting practices. It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company Privacy files with, or submits to, the Securities and Exchange Commission and in all Considerations other public communications made by the Company. AutoNation is also committed to maintaining complete and accurate records for the time periods Trust is essential to needed for AutoNation’s business purposes and as required by law. the success of AutoNation, If you learn of a subpoena, or a pending or contemplated litigation or government investigation, you should immediately contact AutoNation’s both within our Company Legal Department. You must retain and preserve ALL records that may be and with our customers, responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until you are advised by the Legal Department as to how to suppliers, clients, business proceed. You must not destroy or alter any such records in your possession or partners and others. control. You must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased, Protecting the privacy and such as e-mails. Destruction of such records, even if inadvertent, could confidentiality of certain seriously prejudice the Company and could result in criminal prosecution or jail time. If you have any questions regarding whether a particular record pertains information is a critical to a pending or contemplated investigation or litigation or how to preserve particular types of records, you should preserve the records in question and element in maintaining that ask the Legal Department for advice. trust. Each of us at Handling Information Requests AutoNation must treat from News Media and confidential information in a responsible and ethical the Financial Community (See Policy No. 22) manner in accordance with As a publicly held company, AutoNation has a responsibility and an interest in providing accurate and timely disclosure of information. To help ensure that the law and the following external communications about the Company are accurate, consistent and in policies and principles. compliance with applicable laws and regulations, the Company has appointed designated spokespersons who are the only personnel authorized to discuss information about AutoNation with persons outside the Company. No one else in the Company is authorized to speak on behalf of AutoNation. Associates should instead refer requests for information from persons outside of AutoNation to the Corporate Communications, Investor Relations or Legal Departments, and should then inform the appropriate manager or department head of the request. Antitrust Law and Competitive Practices (See Policy No. 23) All of us must strictly observe the requirements of all federal and state antitrust laws. Any violations may have far-reaching effects for the Company, and the individuals involved can face potential criminal prosecution, even resulting in jail time. You should contact AutoNation’s Legal Department immediately if you are aware of any agreement that even potentially raises questions about price-fixing, market or customer allocations, service limitations or boycotts of particular companies or organizations.
  • 10. Insider Trading and Tipping (See Policy No. 24) All AutoNation associates and Board members must comply with all applicable laws and regulations relating to insider trading. Federal law prohibits associates and others from buying and selling AutoNation securities while aware of information not publicly known that could affect the price of the securities. Associates and Board members also are prohibited from providing information that is not publicly known to others if it is reasonably foreseeable that the person will misuse the information by trading in securities or passing the information to others for the purpose of trading (quot;tippingquot;). Confidentiality of Customer Information (See Policy No. 25) We must protect customer information from misuse, theft, loss, disclosure and unauthorized use. We may not reveal any information regarding an AutoNation customer to others outside the Company without first obtaining the permission of the customer or as required by law. We must also guard against disclosure of customer information to fellow associates whose duties do not require that they be given the information. Intellectual Property and Information of Others (See Policy No. 26) Intellectual Property includes copyrights, patents, trademarks, trade secrets and other confidential information. We must help maintain AutoNation’s reputation as a fair competitor, ensure the integrity of Intellectual Property in the marketplace and comply with the laws regulating Intellectual Property and industrial espionage. This commitment to fairness includes respecting the Intellectual Property rights of our suppliers, customers, business partners, competitors and others. Information Technology Security (See Policy No. 27) All users of AutoNation’s Information Technology (IT) and everyone who works at or for AutoNation, including associates, consultants, vendors and business partners, must comply with IT security policies, and use these resources in a professional, lawful and ethical manner. We are each responsible for the privacy and confidentiality of our computer accounts and secret passwords. It is everyone’s responsibility to report violations to management. We may access only those systems and that data for which “To succeed in our we are authorized. Disclosure of data is to occur only to other persons authorized to have access to the same data. business, you have to have a passion for it… All IT resources to which AutoNation provides or gives you access are for purposes of Company-approved business use, and all data stored on But you must also have Company systems is Company property. You should, therefore, have no the guts to do the right expectation of personal privacy in connection with your use of any IT resources. The Company makes no representation whatsoever of privacy in thing… And that is what e-mail or voicemail messages or any computer file, despite any designation AutoNation’s Business of quot;PRIVATEquot; or similar comment on such message or file. AutoNation Ethics Program is all reserves the right to monitor use of business communication systems. Personal use of electronic mail and telephones is permitted on a limited about!” basis so long as such use is appropriate and reasonable and does not — Michael E. Maroone interfere with job performance. Even personal messages on the Company’s email and voicemail systems are Company property. The Company also has President & Chief Operating the right to use software that can identify and block access to Internet sites Officer that it considers inappropriate in the workplace. All users have the responsibility to use these resources in a professional, lawful and ethical manner.
  • 11. Government Investigations and Interviews (See Policy No. 28) AutoNation is committed to cooperating with government agencies. When doing so, the Company’s two primary goals are 1) to provide government agents and investigators complete and accurate information, and 2) to AutoNation and the protect AutoNation’s legal rights. To accomplish these goals, associates are Government encouraged (but not required) to notify the Legal Department about requests for interviews by the government. Associates must notify the How AutoNation conducts Legal Department immediately upon receipt of a government subpoena or search warrant or notice of a government inspection. When dealing with business and relationships with the government, associates must always be truthful and accurate. the government, at all levels, is Government Relations — of critical importance. At all Dealing with Government times, we must conform to the Regulators and Employees highest standards of ethical (See Policy No. 29) and legal conduct. It is the You must comply fully with all regulations and laws governing contacts and dealing with government regulators and employees and adhere to the important responsibility of highest ethical and legal standards of business conduct. each of us to know, understand Government Relations — Political and comply fully with the Contributions and Activities (See Policy No. 30) following policies and It is AutoNation’s policy to comply with all federal, state and local laws principles to help guide us regarding political contributions and activities. You may not make any political contribution of Company funds, property or services to any through often complex political party or committee or to any candidate for or holder of any office situations and issues related to of any government without prior review and approval of AutoNation’s General Counsel or his designee. dealing with the government. Government Contracts (See Policy No. 31) You may not enter into a contract with a government agency without first obtaining the approval of AutoNation’s General Counsel. In contracting with the government, it is absolutely essential that AutoNation and its associates comply strictly with the laws and regulations that apply to government contracting. It is also critical that the terms of any government contract be met. Conclusion AutoNation relies on every associate to help ensure compliance with the law and to protect the Company’s good name and reputation. We are committed to conducting business activities in an ethical and forthright manner and in accordance with applicable laws and regulations. Ultimate responsibility to ensure that we, as a Company, comply with the many laws, regulations and ethical standards affecting our business rests with each of us. This Code is intended to help you better understand how to comply with the law and AutoNation’s ethical principles and requirements. No Rights Created. Nothing contained in this Code, the Business Ethics Policies or other Business Ethics Program communications creates or implies an employment contract or term of employment. Employees of the Company are employed at-will, except when 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, but not for an unlawful reason. This Code is not intended to and does not create any obligations to or rights in any associate, client, supplier, competitor, shareholder or any other person or entity. AutoNation continuously reviews its Business Ethics Program; this Code and the Business Ethics Policies, therefore, are subject to modification. Waivers of the Code. Waivers of the Code for directors and executive officers may be made only by the Board of Directors and will be disclosed as required by law or regulation.

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