hess Code of Business Conduct and Ethics


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hess Code of Business Conduct and Ethics

  1. 1. CODE OF BUSINESS a1 CONDUCT AND ETHICS Hess Corporation 1185 Avenue of the Americas New York, New York 10036 Printed on recyclable paper
  2. 2. Dear Hess Colleague: The success of our Company depends on the talent, discipline and drive of each of us, as well as a com- mitment to the Company, its core values and its cus- tomers. For us to continue to grow as a leading glob- al independent energy enterprise, we must not only create value and consistently achieve outstanding results in our business units but also excel in other critical areas, including personal and business ethics, legal and regulatory compliance, worker safety and fairness, and protection of the environ- ment. This Code of Business Conduct and Ethics sets forth standards of conduct for anyone who represents the Company. By taking ownership of and responsibility for the values and policies described in this Code we can earn the respect of our shareholders, our com- petitors, government officials and each other. Each of us must embrace the highest standards of business and personal integrity and perform our duties with careful adherence to applicable policies, laws and regulations. Our reputation depends on it. I encourage you to read and understand the Code and conduct your business in a thoughtful manner consistent with it. If each of us does this while striving to achieve outstanding business results, we can become a great company, the leading global independent. Sincerely, John B. Hess Chairman of the Board and Chief Executive Officer
  3. 3. INTRODUCTION I. BUSINESS ETHICS • Our Values • Conflicts of Interest • Corporate Opportunity and Confidential Information • Treatment of Employees • Entertainment and Gifts • Foreign Corrupt Practices Act • Political Contributions II. COMPLIANCE WITH LAWS • Insider Trading and Other Securities Laws • Environmental Laws • Occupational Safety and Health • Antitrust Laws • Commodities Laws • Tax Laws • Antiboycott Laws • Prohibited Dealings with Certain Countries III. EMPLOYEE RESPONSIBILITIES • Use and Protection of Company Assets • Assignment Abroad • Intellectual Property • Information Security • Record Creation • Record Management • Government Investigations • Employment of Military and Police Personnel • Internet Usage • Drugs / Alcohol IV. COMPLIANCE PROGRAM Accounting Compliance • Discipline and Penalties • Reporting Suspected Violations • No Retaliation • This Code of Business Conduct and Ethics is also available online at International Calling Instructions • www.iHess.com.
  4. 4. INTRODUCTION supervisors or, where appropriate, the Company’s environmental, safety, finance, This Code sets forth the Company’s core values and human resources and legal representatives K reporting violations to supervisors or other ethical standards and explains certain key areas of the law affecting the Company. This document is Company representatives, as appropriate intended to make all Company representatives gen- erally aware of the legal and ethical issues that may The Company acts through its representatives. When a arise in the course of the Company’s business. It does Company representative acts dishonestly, unscrupu- not address every situation or set forth rules that will lously or unsafely, the Company’s reputation is answer each question but instead is intended to pro- harmed. Under certain circumstances, the Company vide general guidance and assist individuals in mak- can be held liable for a criminal violation by such ing the right decisions. If you have any questions individuals. about the Code you should discuss them with your I. BUSINESS ETHICS supervisor or the Legal Department. Representatives of the Company, wherever they All representatives of the Company and its subsidiaries including directors, employees, indepen- may be located, must conduct business with dent contractors and consultants when acting on uncompromising honesty and integrity. Each of us behalf of the Company are responsible for acting at has an obligation to deal fairly with the Company’s all times in compliance with the law, with the poli- customers, suppliers, competitors, officers and cies set forth in this Code of Business Conduct and employees. No one should take unfair advantage of Ethics (formerly, the Business Practice Guide) and anyone through manipulation, concealment, use of with other Company policies relevant to such per- privileged information, misrepresentation of son’s activities. material facts or any unfair dealing practice. The Company will report any changes to this Code either in filings with the U.S. Securities and Our values form the backbone for the way we con- Exchange Commission (the “SEC”) or on the duct ourselves and our business and each repre- Company’s website at www.hess.com. Any waiver of sentative should act in accordance with such this Code for an executive officer or a director may be values while using good judgment and common made only by the Board of Directors of the Company sense. All representatives are expected to make a or a Committee of such Board. The Company will dis- commitment to such values when dealing with close any waivers of this Code made for any executive each other, with customers, partners and govern- officer or director of the Company in an SEC filing or ment officials and with all other third parties. on the Company’s website. OUR VALUES Compliance depends on each person: All K being aware of the legal issues affecting representatives of the Company should shape the Company, with particular reference to their behavior around the following corporate values: the laws, rules and regulations that pertain to Integrity: We are committed to the highest level of the individual’s area of responsibility integrity in all of our relationships. K seeking and following the advice of -4- -5-
  5. 5. CORPORATE OPPORTUNITY AND People: We are committed to attracting, retaining and energizing the very best people by investing in CONFIDENTIAL INFORMATION their professional development and providing them Representatives of the Company may have access to with challenging and rewarding opportunities for personal growth. trade secrets and other proprietary or confidential Performance: We are committed to a culture of information of the Company. The Company considers performance that both demands and rewards out- this information to be an asset of the Company which standing results throughout our business. all representatives must strictly protect and preserve both during and after their affiliation with the Value Creation: We are committed to creating shareholder value based on sustained financial per- Company. formance and long-term profitable growth. Representatives of the Company owe a duty to the Social Responsibility: We are committed to meeting Company to advance the Company’s legitimate interests the highest standards of corporate citizenship by when the opportunity to do so arises and are therefore protecting the health and safety of our employees, by prohibited from: safeguarding the environment, and by creating a K taking for themselves opportunities that are long-lasting, positive impact on the communities discovered through the use of Company property, where we do business. information or position Independent Spirit: We are committed to preserving K using Company property, information or position the special qualities and unique personality that for personal gain have made us a successful, independent enterprise. K competing with the Company Furthermore, all employees are subject to the CONFLICTS OF INTEREST Company’s statement on “Security of Confidential All Information” and Nondisclosure Agreements they exe- Company representatives must be scrupulous in cuted with the Company. Both documents are available avoiding even the appearance of a conflict of interest on iHess and are useful guides which should be consult- with regard to the Company’s interest. A “conflict of ed by all employees. interest” exists whenever an individual’s private interests interfere or conflict in any way with the TREATMENT OF EMPLOYEES interests of the Company. If any representative of The the Company considers undertaking any transaction Company is committed to equal employ- or relationship that reasonably could be expected to ment opportunity regardless of race, color, sex, age, give rise to an actual or apparent conflict or dispari- religion, disability, sexual orientation, marital/family ty of interest between the representative and the status, national origin or status as a disabled or Company, the Company representative must disclose Vietnam era veteran. The Company adheres to a policy such activity in advance to the Legal Department for of affirmative action consistent with applicable legal review. Individuals should consult the Company’s guidelines and seeks to provide a work environment “Statement of Policy Relating to Conflicts of Interest where employees can realize their potential. Between Employee and Company” for additional information and examples of potential conflicts. The The Company firmly prohibits sexual and other forms policy is available on iHess. of harassment in the workplace. The Company also -7- -6-
  6. 6. FOREIGN CORRUPT PRACTICES ACT complies with the Fair Labor Standards Act and with local employment laws in jurisdictions in which it The has operations or offices. United States and other countries in which the Company or its subsidiaries operate have laws The U.S. Health Insurance Portability and restricting or prohibiting the providing of gifts to gov- Accountability Act (HIPAA) requires the Company’s ernment officials. Company representatives may not health plans to protect the privacy of certain health offer anything of value to a government official for the information of individuals covered under the plans. purpose of influencing the recipient to take or refrain The Company may not receive an individual’s health from taking any official action or to induce the recip- information from the health plans without the ient to conduct business with the Company. individual’s authorization. In addition, the Company cannot use health information for employment- In addition, the Foreign Corrupt Practices Act related actions or decisions. Employees who receive (FCPA) prohibits the payment of, or offer to pay, any- health information in the course of performing their thing of value, directly or indirectly, to any foreign duties for the Company (or for the Company’s health official, foreign political party or foreign political can- plans) are also required to comply with HIPAA’s didate, if the purpose of the payment is to cause the requirements. recipient to act, or refrain from acting, so as to assist ENTERTAINMENT AND GIFTS a company in obtaining or retaining business or in directing business to any particular person. Payment Company representatives may not accept cash or any- made indirectly (through a consultant, contractor or other intermediary) is also prohibited. thing of more than token value (including entertain- ment) from any concern that does, or is seeking to do, Representatives of the Company are not permitted to business with, or is a competitor of, the Company. offer gifts of other than minimal value or to provide Likewise, bribes, kickbacks or other similar gifts or travel or entertainment to any government employee payment to or from an individual or company are pro- without the prior written approval of the Executive hibited. Furthermore, no Company representative Vice President and General Counsel or Vice President should ever accept a gift where it could appear that the Audit & Compliance. representative’s business judgment has been compro- mised. If you have any questions about the appropri- The FCPA does provide for an exception for facilita- ateness of accepting a gift please consult the Legal tion payments, if they are legal and customary in the Department. local country. It is the policy of the Company that With respect to giving gifts, Company representatives these payments be avoided whenever possible. If such may not give a gift if it could be seen as consideration payments are necessary, they must be approved in for an official or business favor. Appropriate enter- advance by the Executive Vice President and General tainment may be offered by persons authorized to do Counsel or Vice President Audit & Compliance. so. As discussed in more detail below, particular care should be taken when the proposed recipient of The FCPA applies to all U.S. companies, foreign entertainment or gifts is a government official since companies subject to the jurisdiction of the U.S. entertainment of, or even token gifts to, such officials Securities and Exchange Commission, and all persons are prohibited in many jurisdictions. -8- -9-
  7. 7. II. COMPLIANCE WITH LAWS subject to U.S. jurisdiction. Penalties under the FCPA include fines and prison terms. Individuals should The consult Executive Directive 26 for additional Company is subject to federal, state, local and information. foreign laws and regulations affecting all aspects of the Company’s business. All representatives of the POLITICAL CONTRIBUTIONS Company should respect and comply with all of the Under laws, rules and regulations of the United States and federal law, it is a crime for the Company to make other countries in which the Company does business. a political contribution to any federal candidate (in a Such compliance should include, without limitation, primary or general election) or to a political party. Federal compliance with the “insider trading” prohibitions law also restricts corporate contributions to state and applicable to the Company as well as compliance with local committees in certain circumstances and state laws the other laws referenced below. also regulate contributions at the state and local level. INSIDER TRADING AND OTHER The word “contribute” is broadly defined by federal law. It includes not only money but also the use of corporate SECURITIES LAWS resources and the use of corporate personnel in ways that Generally, Company policy and the securities laws of assist the campaigns of federal candidates. In addition, under federal law, neither a corporation nor its manage- the United States, the United Kingdom and many other ment may take measures that have the intention or effect countries where we do business prohibit trading in the of coercing an employee into making a contribution; like- Company’s securities by Company representatives wise, a corporation may not directly or indirectly reim- while they are aware of material, non-public informa- burse an employee for a political contribution or channel tion from or about the Company whether or not they a contribution through an employee in order to disguise are using or relying on that information. This restric- its true origin. tion extends to sharing or tipping others about such information, who may then buy or sell securities based In order to steer clear of any potential problems it is the on such information. Company’s policy not to permit the use of its facilities or property for campaign activities. Finally, it is the The definition of “material, non-public information” is Company’s policy not to permit executive personnel to broad. Information is “material” if there is a substantial solicit political contributions from other employees. likelihood that a reasonable investor would consider the information important in determining whether to Individual employees, acting in their individual capacities, trade in the Company’s securities, or if the information, are of course encouraged to exercise their rights as citi- if made public, could reasonably be expected to affect zens consistent with the foregoing prohibitions. If you the market price of our securities. Information may be have any questions about the applicability of this policy to material even if it relates to future, speculative or con- any conduct that you contemplate, please seek guidance tingent events, and even if it is significant only when in advance from the Legal Department. considered in combination with publicly available information. Information is considered to be “non- public” unless it has been publicly disclosed, and adequate time has passed for the securities markets to digest the information. If you have any questions about -10- -11-
  8. 8. whether you possess “material, non-public informa- All Representatives of the Company must comply with tion” or whether you can trade in the Company’s the Company’s system of disclosure controls and pro- securities, you should consult the Legal Department cedures to provide reasonable assurances that infor- before taking any action. Examples of information that mation required to be disclosed by the Company in the may be confidential material, include, but are not reports that it files publicly is properly authorized, limited to, the following: executed, recorded, processed, summarized and reported. These procedures are designed to ensure K acquisitions or dispositions that information required to be disclosed by the K results of drilling operations Company in its reports is accumulated and communi- K financial results cated to the Company’s management, including the Beyond disciplinary action, a violation of this policy Chief Executive Officer and Senior Financial Officers, may lead to civil and criminal penalties against the as appropriate, to allow timely decisions regarding Company representative. The penalties also apply to disclosure. sharing or tipping, regardless of whether the Company representative derives any financial benefit from the ENVIRONMENTAL LAWS securities trades. The Securities laws in the U.S. also require timely public Company is committed to protection of the envi- disclosure of certain information through press ronment in all areas of its operations and to careful releases and in periodic reports to the U.S. Securities compliance with procedures designed to reduce or and Exchange Commission. These releases and eliminate risk of damage to the environment. reports are coordinated by the Corporate Secretary in Environmental laws constitute a significant area of the New York office. The Company is subject to SEC potential legal liability for the Company. The Company Regulation FD (“FD” refers to “Fair Disclosure”), seeks to reduce the environmental impact of its activi- which prohibits a company from intentionally disclos- ties through its long-standing commitment to compli- ing material non-public information selectively to ance, safety and cleanliness, maintenance of its assets specified types of securities market professionals and in first-rate condition and implementation of an security holders unless the company also publicly dis- Environmental Management System. closes the information simultaneously. Accordingly, all inquiries from the press should be referred to the Vice The Company has an Environment, Health and Safety President, Investor Relations, and any questions about Policy, and many Company facilities have environ- what you may or may not disclose should be cleared mental compliance manuals and guidelines that with the Legal Department. address matters such as: In addition, a representative of the Company may be K spill prevention and clean-up called upon to provide necessary information to assure K classification and disposal of hazardous materials that the Company’s public reports and documents K clean air requirements filed with the SEC and other public communications K clean water requirements by the Company are full, fair, accurate, timely and K product specifications understandable. The Company expects its representa- tives to provide prompt, accurate answers to inquiries All Company representatives must be aware of envi- related to the Company’s public disclosure require- ronmental concerns and adhere to environmental ments. compliance guidelines affecting their activities. -12- -13-
  9. 9. OCCUPATIONAL SAFETY HEALTH TAX LAWS AND The Many types of taxes, governmental fees and other Company, through its Safety Management Program and the implementation of its Environment, similar charges apply to the Company and to its Health and Safety Policy, is committed to providing a customers, suppliers and products. These taxes may safe and healthy work environment for its employees. include the following: Employees must perform their duties in a manner that K income taxes will not pose a danger to themselves or others. Use of K sales, excise and use taxes safety equipment in certain areas is often required by K environmental taxes (e.g., Superfund and law or Company policy. It is our policy to comply with all applicable safety and health laws and regulations. Oil Spill Liability Trust Fund taxes) K customs duties ANTITRUST LAWS Individual employees are often responsible for ensur- Antitrust ing that taxes, fees and other charges are paid by the laws prohibit or restrict practices such as Company or collected from customers or suppliers and agreements among, or discussions with, competitors or that payments and collections are accurately reported. customers to: K fix or control prices ANTIBOYCOTT LAWS K divide territories or markets Antiboycott K allocate customers laws prohibit U.S. companies from K limit production or sales participating in one country’s boycott of certain other countries, companies or individuals. Activities that Other actions involving competitors, customers or sales may constitute boycotts include the following: of the Company’s products may raise antitrust con- cerns. Supervisors in charge of trading and sales K refusing to do business with certain countries activities are responsible for knowledge of these con- or persons cerns and accountable for the careful oversight of K refusing to employ certain classes of persons employee trading and sales practices. K refusing to transport materials to or through certain countries COMMODITIES LAWS K furnishing information on a person’s race, Trading religion, sex or nationality in petroleum and petroleum product futures Please consult the Legal Department if you have and options is regulated by the exchanges on which any questions about the foregoing. such trading occurs and by the Commodity Futures Trading Commission. Only a limited number of PROHIBITED DEALINGS WITH employees are authorized to engage in such trading CERTAIN COUNTRIES on behalf of the Company, and these employees may Sanctions imposed by the U.S., certain foreign gov- not trade for their own account. All other Company representatives are prohibited from engaging in such ernments, or the United Nations may restrict or trading on behalf of the Company. -14- -15-
  10. 10. prohibit business or personal dealings with certain assure that Company assets are properly protected. countries and with companies or individuals in or Representatives of the Company should assist in the from those countries. Activities that may be protection of confidential and proprietary informa- restricted include the following: tion including technical, financial, marketing and other business information that, if made available to K transfers of assets the Company’s competitors or to the public, would K payment of money be advantageous to such competitors or detrimental K provision of services to the Company. K exports of sensitive technology In addition, representatives of the Company should K travel to the affected countries take appropriate measures to ensure the efficient use of the Company’s assets, since theft, careless- Please consult the Legal Department if you have ness and waste have a direct impact on the any questions about the foregoing. Company’s profitability. III. EMPLOYEE ASSIGNMENT ABROAD RESPONSIBILITIES Employees may be offered the opportunity to work USE AND PROTECTION on an expatriate basis at one of the Company’s offices OF COMPANY ASSETS outside their home country. Expatriate employees are ambassadors for the Company, particularly in We countries where the Company and its activities con- are all responsible for maintaining and pro- stitute a significant part of the local economy. tecting the assets (both tangible and intangible) of Expatriate employees are expected to maintain stan- the Company and for conducting ourselves in a pro- dards of conduct and behavior, even in their off-duty fessional manner. hours, which reflect acceptable social standards both Company assets are to be used for the legitimate in their home country and in the host country. The business purposes of the Company and only by Company reserves the right to repatriate any em- authorized representatives of the Company or their ployee whose conduct or behavior has embarrassed, designees. This includes office equipment, intellec- or has the potential to embarrass, the Company. tual property such as pending patent information, Conduct or behavior of this nature may also result in trade secrets or other confidential or proprietary disciplinary action. information (whether in printed or electronic form) and electronic media and communication systems. INTELLECTUAL PROPERTY Representatives of the Company should not use the Company’s e-mail, voice mail and telephone systems Many materials used by the Company, such as com- in any way that is harmful or embarrassing to the puter software, journals and other publications, are Company. protected under the federal copyright laws or by Representatives of the Company are responsible for licensing agreements and may not be disclosed or ensuring that appropriate measures are taken to copied. Certain equipment and processes used by the Company may be patented. -16- -17-
  11. 11. K intentionally distort or disguise the true nature INFORMATION SECURITY of any transaction in recording and document- Security ing accounting entries; of information is critical to the success of the K make a representation, either in a document Company and maintaining security is the responsibility of each Company representative. The Company’s infor- or in oral communication, that is not fully mation security policies are presented in the accurate; or Information Service section of iHess. In particular, no K establish any undisclosed or unrecorded funds one should ever give or share a password with anyone. or assets for any purpose. If a password becomes compromised, the user should Questions regarding this policy should be addressed contact the local security administrator to have it reset. to the Legal Department. Representatives of the Furthermore, when choosing a password, please follow Company are encouraged to submit any concerns or the guidelines in the Password Security Policy on complaints anonymously or confidentially regarding iHess. If a Company representative becomes aware of accounting, internal accounting controls or auditing a situation that might compromise the Company’s secu- matters. For more details, see “Reporting Suspected rity, that person should contact the local IS Violations”. Infrastructure Manager or the IS Security Coordinator at 713-609-4170. RECORD MANAGEMENT RECORD CREATION Records should be maintained to comply with applic- Employees are responsible for the accuracy and able statutory, regulatory or contractual requirements, as well as pursuant to prudent business practices. U.S. completeness of the books and records of the law prohibits any representative of the Company from Company. This means that employees must: assisting or encouraging our independent accountant K maintain accurate records of transactions, in destroying corporate audit records, such as work- time reports, expense accounts and other papers, documents that form the basis of an audit or financial records; review, memoranda, correspondence, communications, K comply with the Company’s system of internal other documents, and records (including electronic controls over financial reporting; and records) which are created, sent or received in con- K report to the Company’s Disclosure Review nection with an audit or review and contain conclu- Committee any significant deficiencies or sions, opinions, analysis, or financial data relating to material weaknesses, including corrective such audit or review. actions, in the design or operation of the GOVERNMENT INVESTIGATIONS Company’s internal controls over financial reporting, which could adversely affect the If Company’s ability to record, process, summa- a representative of the Company learns about a pos- rize and report financial data. sible government investigation or inquiry, inform the Legal Department immediately. U.S. law prohibits any Representatives of the Company may not: representative of the Company from altering, destroy- -18- -19-
  12. 12. ing, mutilating or concealing a record, document, or material that is potentially offensive on the basis of sex, other object, or attempt to do so, with the intent to race, religion, national origin, sexual orientation or impair the object’s integrity or availability for use in an disability. official proceeding. U.S. law also prohibits any repre- Dissemination of information confidential to individu- sentative of the Company from otherwise obstructing, als or to the Company is also prohibited. The Company influencing or impeding any official proceeding or any does not allow the copying or downloading of copyright- attempts to do so. In connection with these policies, protected Internet material; when ownership is please consult the Legal Department in the event of lit- unclear, employees must follow policy guidelines to igation or any investigation or proceeding. determine whether the information is in the public domain. EMPLOYMENT OF MILITARY AND Employees are responsible for immediately reporting POLICE PERSONNEL any new viruses or suspicious e-mail attachments to In prevent further contamination. To alert the appropri- some countries where the Company has operations, ate technicians, employees must send an e-mail to the it may be necessary on occasions for the Company to Virus Team address set up in the e-mail system, briefly engage the assistance of local military or law enforce- describing the problem and leaving a contact phone ment personnel for security or operational reasons. number. Shortly afterward a Virus Team member will This should be avoided whenever possible. Where call the sender for follow up. avoidance is impossible, prior approval should be The Company reserves the right to make and enforce sought under Executive Directive 26. In the case of a acceptable use policies for its equipment and network. dire emergency where there is a significant threat to This includes the right to monitor all network traffic, Company (or the Company’s contractors’) personnel, all information transmitted and stored, including or to significant assets of the Company or its contrac- e-mail, on the network or in any computer provided by tors, and immediate protection is necessary, approval the Company, the right to limit use of the network and to employ local military or law enforcement personnel systems, the right to block access to non-Company may be given by the highest level of local management computers and the right to examine its equipment, readily contactable. data files and e-mail at its discretion, without notice. The Company’s Internet Access Policy is available on No approval is necessary for employees to summon iHess. local police assistance for themselves or their families when necessary, or for employees to report a crime to DRUGS / ALCOHOL the local police. An INTERNET USAGE employee will be discharged immediately if found selling an illegal or controlled substance at any time, The Company provides employees with Internet either on or off Company property, or possessing/using access primarily for business activities requiring an illegal substance on the job or on Company property. document viewing, e-mail, file transfers to Company Disciplinary action, in some circumstances including computers, and terminal connections to authorized immediate discharge, may follow if an employee is Internet computers. Employees are not permitted found to be under the influence of illegal substances or either to access or transmit pornography or other alcohol while at work or has alcohol on Company 20- 21-
  13. 13. premises without authorization. Law enforcement offi- dentially or otherwise) to the Audit Committee of the cials will be notified if illegal substances are found on Board of Directors (which will, subject to its duties Company property. arising under applicable law, regulations and legal proceedings, treat such submissions confidentially). The Hess Substance Abuse policy, available on iHess, Such submissions may be directed to the attention of provides a description of Company policy and prac- the Audit Committee through use of the Company’s tices, as well as information about the Company’s U.S. reporting hotline at 800-353-2790. For more Employee Assistance Program (“EAP”) and other details, see “Reporting Suspected Violations”. available resources. Reference should be made by those employees having a collective bargaining agree- DISCIPLINE AND PENALTIES ment to their specific labor agreement regarding this In order to maintain compliance with the law subject. and preserve its reputation, the Company will IV. COMPLIANCE PROGRAM treat seriously any violation of law or failure to adhere to the principles set forth in this Code. In This document is a focal point of the Company’s pro- appropriate circumstances, suspension or dis- gram for promoting compliance with law and Company missal may result. policy, but it is only one part of an ongoing effort to pre- Violations of law can result in criminal or civil penalties vent and detect violations. All Company representa- against the Company and the employee, including sub- tives must sign and return the enclosed form to their stantial fines and prison terms. local Human Resources Department, confirming that they have read this document and understand its REPORTING SUSPECTED VIOLATIONS contents. Directors must confirm in writing to the Corporate Secretary or General Counsel that they have The Company monitors compliance with the law and read and understand its contents. its policies. Representatives of the Company are J. Barclay Collins, Executive Vice President and encouraged to speak to supervisors, managers or other General Counsel of the Company, is responsible for the appropriate Company officials when in doubt about Company’s compliance program. the best course of action in a particular situation. In addition, employees, officers and directors have an ACCOUNTING COMPLIANCE obligation to notify their supervisors, the Legal Department or other appropriate Company officials of In accordance with the Sarbanes-Oxley Act of 2002, suspected violations of law or failures to adhere to the the Company is committed to complying with all principles set forth in this Code. Failure to notify can applicable financial reporting and accounting regula- itself be grounds for discipline. The Company has tions. If any employee, officer or director of the established two additional channels for reporting vio- Company has concerns or complaints regarding ques- lations, which may be done anonymously. tionable accounting or auditing matters of the The Vice President Audit & Compliance is responsible Company, then that person is encouraged to submit for monitoring and investigating suspected violations. those concerns or complaints (anonymously, confi- -22- -23-
  14. 14. K Call the Company’s reporting hotline at INTERNATIONAL CALLING INSTRUCTIONS 1-800-353-2790 and a representative from Global Compliance Services will take your call. Representatives of the Company who wish to report K File a report anonymously by e-mail by using violations from international locations may do so toll the following secure website: free by first calling the country operator and placing a https://www.compliance-helpline.com/ collect call to a United States number 704-731-1402, or hesshotline. by e-mail using the following secure website: If your concern is regarding employee benefits, https://www.compliance-helpline.com/hesshotline salary administration or leave of absence issues, please call the HR Service Center at 1-877-511-4377. If your concern is regarding customer service at a retail gas station please call 1-800-437-7645. NO RETALIATION Reporting known or suspected violations of the Company’s legal or ethical obligations is the responsi- bility of each employee, officer and director. Employees, officers and directors must never be discouraged from reporting violations. In no event will any action be taken against the Company representa- tive for making a complaint or reporting, in good faith, known or suspected violations of 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 Code. All reports of suspected violations of law or failures to comply with the principles set forth in this document or any other Company Statement or Policy, whether made anony- mously or otherwise, will be treated confidentially and will be investigated promptly, thoroughly and fairly. Intimidation or retaliation against anyone making such reports will not be tolerated and any employee, officer and director who retaliates against another employee, officer or director will be in violation of Company policy and subject to disciplinary action including dismissal. 24- 25