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8-K - FORM 8-K - NOBLE ENERGY INC | h85372e8vk.htm |
Exhibit 14.1
October 2011
To: Noble Energy Employees
Our Noble Energy, Inc. team shares a common purpose of energizing the world, bettering peoples
lives. In fulfilling that purpose, the company and its subsidiaries (the Company) are committed
to the highest standards of ethics and integrity. Truth, honesty, and compliance with the law
reflect the core principles of our culture.
The business climate has never been as dynamic and competitive as it is today. In this
environment, we must be faithful to our core principles as we perform our jobs. The pressure to
succeed, both on an individual and corporate level, does not absolve us of the responsibility to
do the right thing. Our decisions and actions must continue to fit within the framework of our
core principles.
It is one thing to set high standards of conduct. We also must live by them. Our Code of Business
Conduct and Ethics (the Code) contains a compilation of Company policies relevant to business
conduct and a process designed to ensure compliance with those policies. Read it carefully and ask
questions to ensure that you understand how it applies to your job. The policies in the Code are
intended to provide the general standards by which we should assess our actions. Where there are
no specific laws to direct us, integrity and personal responsibility should guide our decisions.
Where there are legal requirements, we should comply with the letter, as well as the spirit and
intent, of the law.
It is also the responsibility of each of us to report unethical behavior. To encourage such
reporting, we have put in place a Compliance Line and other means of communication that allow for
confidential and anonymous reporting, and we do not tolerate any form of retaliation against those
who report in good faith.
We are the
Companys ambassadors to the public. The publics confidence is one of our most valued
assets. Regardless of the honesty and integrity of our employee body as a whole, the misdeeds of a
few can reflect adversely upon us all. For that reason, the behavior of each of us must be
appropriate and exemplary at all times while representing the Company.
We value our well-deserved reputation for integrity. We have educated the public to expect the
highest standards of integrity and ethical behavior from the Company and its employees. We must
and will live up to those expectations.
Sincerely,
Charles D. Davidson
Chairman and Chief Executive Officer
Chairman and Chief Executive Officer
David L. Stover
President and Chief Operating Officer
President and Chief Operating Officer
Policy Regarding Laws and Business Conduct
We are committed to conducting our business in a manner consistent with the highest ethical standards and by abiding with the national and local laws and regulations (Law(s)) of the countries where we operate, to the extent allowed by U.S. law. We are expected to ensure such compliance and observe high standards of business and personal ethics in the discharge of our responsibilities. This expectation requires the practice of honesty, integrity and fair dealing. Our Code of Business Conduct and Ethics (Code) sets forth the Companys expectations for all. Company directors, officers and employees throughout the world, including employees of majority-owned affiliates (e.g., subsidiaries, joint ventures) (collectively, Employees), and third parties under circumstances discussed in specific policies and related guidance (e.g., the Policy Regarding Anti-Corruption). The Code is supported by other sources of written guidance, including: |
| The Compliance and Ethics Program, which provides a general overview of the Companys compliance initiatives, such as training, monitoring and auditing, and communication and response mechanisms. | ||
| Policy-Specific Compliance Program Documents, which provide practical guidance on compliance with many policies set forth in this Code. | ||
| Procedures and other Guidelines, which provide detailed requirements for processes that support specific aspects of the Companys compliance initiatives, such as accounting controls and due diligence reviews of business partners. |
Please visit the Companys intranet site to familiarize yourself with the policy-specific compliance program documents, procedures, and other guidelines most relevant to your day-to-day work. |
Equal Employment Opportunity and Nondiscrimination Policy
Part of what makes the Company successful is our diverse and talented workforce. Our
employment decisions will be based solely on job-related qualifications. We will not make any
hiring, promotion, termination or other job-related decision on the basis of age, race, color, sex,
religion, national origin, sexual orientation, citizenship status, veteran status, marital status,
pregnancy, disability (where the applicant or Employee is qualified to perform the essential
functions of the job with or without reasonable accommodation), genetic information or any other
characteristic protected by Law, or participation in a protected activity as defined by Law.
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Conflict of Interest Policy
Employees will avoid any personal interest, influence, or relationship that might conflict, or
appear to conflict, with the best interest of the Company and perform their work with undivided
loyalty to the Company consistent with the highest ethical standards. A conflict of interest may
arise where the actions of an Employee involve (1) personal financial benefits resulting from
transactions between the Company and third parties, (2) giving, without proper authority,
confidential information concerning the Company to anyone not an Employee or (3) personal financial
interests in a competitor of the Company. We recognize that the existence of a conflict of
interest may depend upon specific facts, and there may be cases in which an Employee is uncertain
as to the applicability of this policy. In those cases, the Employee will report such
circumstances to his or her supervisor and obtain approval before entering into the transaction or
relationship at issue.
Requests for Employment References Policy
All requests to provide employment verifications, references or recommendations about current
or former Employees must be in writing and directed to our Vice President of Human Resources.
Nonharassment Policy
We will not tolerate harassment on the basis of age, race, color, sex, religion, national
origin, sexual orientation, citizenship status, veteran status, marital status, pregnancy,
disability (where the applicant or Employee is qualified to perform the essential functions of the
job with or without reasonable accommodation), genetic information or any other characteristic
protected by Law, or participation in a protected activity as defined by Law. Each Employee is
responsible for creating an environment free from harassing conduct. Harassment can be either
sexual or non-sexual conduct that is offensive, fails to respect the rights of others or interferes
with work.
Substance Abuse Prevention Policy
We prohibit the possession, use, sale, attempted sale, purchase, attempted purchase,
conveyance, distribution, transfer, dispensation, cultivation or manufacture of illicit drugs or
other intoxicants at any time, in any amount or in any manner, as well as the abuse or misuse of
alcohol and prescription drugs. The prohibition regarding the abuse or misuse of alcohol and
prescription drugs (1) applies to those working, present on the Companys premises or representing
the Company at any time and in any way, (2) includes the possession of open containers of alcohol
while operating a Company-provided vehicle, or any other vehicle while on Company business and (3)
applies off-the-job where such abuse or misuse could impair performance on-the-job.
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Policy Regarding Use of Company Assets
As part of employment with the Company, Employees have access to and control over Company
assets, including physical assets, information and intellectual property. Employees will care for
and respect Company assets, and work to prevent theft, destruction, waste or misuse of those
assets.
Environment, Health and Safety Policy
We are committed to conducting our business in a manner that protects the environment, health
and safety (EH&S) of our Employees and the public. Our commitment is to maintain a culture that
fosters the development of a safe, efficient and environmentally sound workplace. We will comply
with EH&S Laws and apply reasonable standards where Laws do not exist. Through continuous EH&S
stewardship, we strive to minimize injuries and incidents while protecting the environment.
Policy Regarding Violence and Weapons in the Workplace
We are committed to maintaining a non-violent work environment. We will not tolerate threats
or acts of violence, including bullying, intimidation or instilling fear in others, in our
workplace. Employees who know of an actual or potential threat or act of such violence should
immediately report it to their supervisor. In addition, we prohibit, to the fullest extent
permitted by Law, Employees and other persons (other than authorized security personnel) from
carrying firearms or other weapons on the Companys premises.
Confidentiality Policy
Employees are entrusted with confidential, proprietary, trade secret, restricted or non-public
information about the Company. They will maintain the confidentiality of such information, except
when disclosure is authorized or legally mandated and then only after approval by our Chief
Compliance Officer.
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System Security Policy
Employees have access to the Companys telephone and electronic mail systems, computer
network, Internet and Intranet connections, hardware, software, communications systems and stored
information (collectively, the System). They will use the System primarily for Company-related
business and in a manner (1) consistent with the Intellectual Property Policy and other
Company-established guidelines, (2) that protects Company intellectual property rights and (3) that
respects the intellectual property rights held by third parties.
Intellectual Property Policy
We protect the valuable rights to our intellectual property, such as copyrights, patents,
trademarks, design rights, logos, brands, maps, seismic information and data. Employees will
ensure the protection and enforcement of these intellectual property rights at all times.
Electronic Communications Policy
Employees will communicate appropriately when using Company electronic communications devices,
including Company computers, electronic mobile devices and computer systems. Employees are
expected to remember that their actions represent the Company when they are sending emails,
voicemails or accessing the Internet. Employees will not use Company computers or systems to view
inappropriate, sexually explicit or offensive materials, or to access illegal material or conduct
business for another commercial organization. Finally, Employees will not use their Company email
address when expressing a personal view in a public forum or reference Noble Energy or any other
identifying Company information or details if they choose to express their personal views in a
public forum.
Insider Trading Policy
Employees are entrusted with confidential information about the Company, as well as its joint
venturers, clients, suppliers and other business partners. Trading on material, non-public
information is considered insider trading and is prohibited. Therefore, Employees, and those
having a close relationship with the Employee, may not directly or indirectly buy or sell Noble
Energy securities (including stock options) or another companys securities, or tip another to
trade securities, based on such information.
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Accounting and Recordkeeping Policy
We will keep the books, records and accounts of the Company in reasonable detail to accurately
and fairly present our transactions and the additions, maintenance and disposition of our assets.
We will fully implement our accounting standards and internal controls in affiliates (e.g.,
subsidiaries, joint ventures) in which we have majority ownership or control. Where we have
minority interest or lack control, we will make good faith efforts to ensure that affiliates
implement an effective system of internal controls.
Records Management Policy
Employees will comply with our records management program that systematically addresses the
creation, use and disposition of Company records in accordance with our business needs, prudent
records management practices and Laws.
Anti-Boycotts and Export Controls Policy
Many countries, including the United States, require a license to export certain controlled
items and technology depending upon the destination, end user or end use. Similarly, trade
sanctions restrict transactions and commercial dealings of United States (U.S.) companies and
citizens with certain other countries, such as Cuba or Iran, and with individuals and entities
listed by various U.S. Government agencies. Employees will comply with export control and
sanctions Laws by, for instance, performing adequate due diligence of transactions and dealings.
In addition, it is against Company policy and U.S. Law to honor or cooperate in boycotts against
countries friendly to the United States, chiefly the Arab boycott of Israel.
Policy Regarding Anti-Corruption
The laws of many countries, including the U.S. Foreign Corrupt Practices Act (FCPA)
and local anti-corruption laws in countries where Noble does business, apply to the Companys
dealings with employees of government agencies (e.g., customs, immigration, other regulatory
authorities), government-owned entities (e.g., national oil companies), public international
organizations (e.g., the World Bank), or political parties, party officials and candidates for
office (collectively, government officials). Employees and third parties acting on the Companys
behalf, will not offer, promise or pay money or anything of value either directly or indirectly, to
a government official, for the purpose of improperly obtaining or retaining business or securing
any improper advantage. The Anti-Corruption Compliance Program provides practical guidance on
common risk areas for which stringent review and approval requirements apply, including:
| Selection, retention, and compensation of third parties (e.g., agents, contractors) | ||
| Formation and operation of joint ventures | ||
| Gifts, hospitality, travel (including use of Company aircraft), and promotional expenses | ||
| Commercial bribery | ||
| Conflicts of interest | ||
| Facilitation payments and payments in response to threats to life or safety |
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| Charitable contributions, sponsorships and social projects | ||
| Political contributions | ||
| Mergers and acquisitions |
Policy on Gifts and Hospitality and Commercial Bribery
Commercial bribery is illegal in many countries. Employees will not accept, directly or
indirectly, a business gift or hospitality from a supplier, client, business partner or anyone else
working on the Companys behalf if doing so would appear to obligate the Employee or otherwise
improperly influence the Employees business decisions. Additionally, Employees will not give a
business gift or hospitality if doing so would appear to obligate the recipient or otherwise
improperly influence the recipients business decisions regarding the Company. In all other cases,
unless approved by our Chief Compliance Officer, Employees may only accept or offer a business gift
or hospitality if it (1) is consistent with our business practices and local custom, (2) is
reasonable under the circumstances and (3) does not violate Company policy or the Law. Employees
should disclose any inappropriate gifts or hospitality that they have been offered or have received
to our Chief Compliance Officer.
Antitrust Compliance Policy
The antitrust laws of the United States and other countries apply to the Company and its
Employees, and impose restrictions on how we carry out various activities, such as conversations
with competitors, partnerships, acquisitions, and participation in trade associations. We are
committed to encouraging competition and complying with antitrust and anti-competition Laws.
Employees will follow both the letter and spirit of those Laws wherever they are doing business for
the Company.
Corporate Communications Policy
We are committed to providing timely and accurate disclosure to the public of relevant and
appropriate Company information. To ensure that the public is consistently and accurately
informed, Employees will refer all media inquiries to our Vice President of Investor Relations.
Marketing Compliance Policy
Employees will transact the scheduling, purchase, sale, transmission and transportation of
crude oil, natural gas, natural gas liquids and other commodities in compliance with the Law.
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Political Contributions Policy
We encourage our Employees to exercise their rights of citizenship by voting, making personal
political contributions with their own funds and being otherwise politically active based on their
beliefs. Employees will not make or promise political contributions from Company resources to any
candidate for public office, or to any political party committee or other political committee,
except where permitted by Law and approved by our Chief Executive Officer.
Employment-at-Will Relationship
This Code is a statement of policies for individual and business conduct and does not
constitute an employment contract or an assurance of continued employment. Employer and Employee
rights are governed by the Laws of the country and state or province of employment and the work
rules of any applicable employing units or collective bargaining agreements. Unless otherwise
provided by Law, contract or collective bargaining agreement, each Employee is an employee-at-will
and has the right to terminate employment at any time, for any reason or no reason at all. The
Company may likewise terminate an Employees employment at any time, for any lawful reason or no
reason at all.
ADMINISTRATION OF THE CODE
The Code is an important part of our Compliance and Ethics Program, which is designed to
prevent and detect criminal conduct and promote an organizational culture that encourages ethical
conduct and a commitment to compliance with the Law. Our Chief Executive Officer has overall
responsibility for the establishment and maintenance of the program, and our Chief Compliance
Officer has responsibility for program implementation, maintenance, monitoring and documentation.
Interpretation of the Code
Questions concerning the interpretation of the Code will be addressed by our Chief Compliance
Officer, in consultation with our Legal Department, Chief Executive Officer and the Audit Committee
of our Board of Directors, as appropriate.
Review of the Code
At least annually, we periodically review our Code and recommend changes to our Board of
Directors where appropriate. Such periodic reviews will take into consideration
changes in the Companys risk profile, evolving international and industry best practices, and
specific areas in need of improvement identified in response to past issues.
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Communication of the Code
The Code will be provided to all Employees, who will acknowledge receipt to our Vice President
of Human Resources. The Company will provide periodic training on the Code, as well as periodic
training on various subject areas within the Code for key employees.
Monitoring and Auditing
We will take reasonable steps to monitor and audit compliance with the Code, establishing
systems that are reasonably designed to detect and report Employee conduct in violation of the
Code.
Reporting and Reviewing System
We have established procedures under which potential violations of the Code may be reported
and addressed. These procedures include (1) submission of an annual compliance certificate for
directors, officers, and Employees with significant responsibility, (2) submission of concerns,
complaints or violations to the Audit Committee of the Board of Directors pursuant to the Policy on
Reporting Concerns and Complaints Regarding Accounting, Internal Accounting Controls and Auditing
Matters posted on our website, (3) submission of concerns, complaints or violations to the
Companys 24-hour Compliance Line at 1-866-311-4219 or to our Chief Compliance Officer
(281-943-1517), the Legal Department (281-872-3184) or the Human Resources Department
(281-876-8822) and (4) in the case of our Chief Executive Officer and senior financial officers,
submission of violations to the Audit Committee pursuant to the Code of Ethics for Chief Executive
and Senior Financial Officers posted on our website. Employees wishing to report issues
anonymously should contact the Compliance Line.
For Employees in non-U.S. locations, the Compliance Line link on Nobles intranet homepage provides
additional access numbers that allow direct calls, without international calling charges, to the
Compliance Line from select countries. Compliance Line support is available in local languages,
including Spanish and French.
The Audit Committee has responsibility for reviewing reported violations of the Code involving
officers, and will discuss them with the Board of Directors as appropriate. Non-involved members
of the Board of Directors have responsibility for reviewing reported violations of the Code
involving directors. Our Chief Compliance Officer has responsibility for reviewing reported
violations of the Code by all other Employees, and will report periodically to the Audit Committee
on significant allegations, the status of
significant investigations, and general trends in allegations, among other matters. The Company
may also use independent third parties for auditing and reporting purposes.
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Anti-Retaliation Policy
It is a violation of the Code to take any adverse or retaliatory employment action against an
Employee who reports suspected violations in good faith. Each Employee is responsible for
reporting behavior that is illegal, unethical, or otherwise in violation of the Code, to
appropriate personnel. No Employee who reports an alleged violation of the Code in an appropriate
manner will be subject to an adverse employment action because of the report. The Company
recognizes, however, that false accusations of unlawful behavior can be damaging to an accused
Employee and disruptive to the Companys operations. Thus, knowingly-made false accusations may
constitute misconduct for which disciplinary action may be imposed.
Investigation and Remediation of Violations
We will investigate and remediate alleged violations of the Code according to standard
procedures maintained by the Legal Department. We will also make changes to our Compliance and
Ethics Program as necessary to prevent further similar violations, and take appropriate corrective
action to address any inappropriate conduct found to have occurred. In our discretion, we may
disclose the results of investigations to Law enforcement agencies.
Employees are expected to cooperate fully with, and assist us in, any investigation. The
confidentiality of all reported alleged violations will be maintained to the extent reasonably
possible while allowing us to conduct a full and fair investigation. We will take reasonable steps
during the investigation to protect the privacy of, and minimize suspicion toward, all parties
concerned.
It is imperative that reporting persons not conduct their own preliminary investigations.
Investigations of alleged violations may involve complex legal issues, and individual
investigations may compromise the integrity of our investigation and adversely affect Employees and
the Company.
Disciplinary Measures
Subject to Laws and applicable agreements, we will consistently enforce the Code through
appropriate means of discipline. Pursuant to the foregoing procedures, (1) the Company will
determine whether violations of the Code have occurred and, if so, the disciplinary measures to be
taken against any Employee not an officer or director of the Company and (2) the Audit Committee or
Board of Directors will determine whether
violations of the Code have occurred and, if so, the disciplinary measures to be taken against any
officer or director of the Company.
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Disciplinary measures may also be taken against (1) persons who fail to use reasonable care to
detect a violation, (2) persons who, if requested to divulge information, withhold material
information regarding a violation and (3) supervisors who approve or condone the violations or take
adverse employment actions against Employees who have reported violations or violators in good
faith.
Documentation
We will document our compliance efforts and results to evidence our commitment to comply with
the standards and procedures set forth above.
Effective Date
This Code was originally adopted in 2001 and has been periodically revised. This revision is
effective as of November 1, 2011.
Adherence to Our Code
We expect all employees to observe the requirements of the Code. It contains our basic
standards of ethical and legal behavior. It emphasizes our commitment to ethics and compliance with
the law. It informs employees about critical issues that require consideration and caution. The
Code is also designed as a tool to help prevent, detect and respond to violations of the Companys
policies and the Law.
Many of the matters addressed in this Code are complex, subject to changes, and vary from country
to country. For this reason, we encourage you to seek appropriate advice if you have any doubt
regarding the lawfulness or appropriateness of any action.
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Q&A
Page 1
Q: What is the purpose of the Code?
A: The purpose of the Code is to ensure compliance with our Policy Regarding Laws and Business
Conduct by:
| Setting out that policy and other Company policies involving legal and ethical standards of conduct expected of Employees; | ||
| Delineating specific consequences where an Employee does not comply with the Code; and | ||
| Providing a mechanism for administering the Code and ensuring compliance. |
Q: To whom does the Code apply?
A: The Code applies to all Employees, which includes directors, officers and employees throughout
the world, including employees of majority-owned affiliates (e.g., subsidiaries, joint ventures),
and third parties such as agents and contractors under circumstances discussed in specific policies
and related guidance (e.g., the Policy Regarding Anti-Corruption). It is the personal
responsibility of each Employee to adhere to the standards and restrictions imposed by the Code
that are applicable to such Employees assigned responsibilities.
Page 5
Q: How will conflicts in applying the Code be resolved?
A: The Code has generally been prepared based on U.S. Laws. However, the Company does business in
many countries around the world and must also observe the Laws of those countries. Sometimes there
may be a conflict between U.S. Laws and those of other countries in which the Company operates. In
such cases, the Company will endeavor to resolve the conflict in an appropriate manner, after
consultation with the General Counsel. In the event of a conflict between standards and
restrictions of the Code and the standards and restrictions imposed by Law, the latter will control.
Page 6
Q: How is compliance with the Code to be administered?
A: Compliance with the Code is administered in various ways, including communication of the Code
to Employees, training as to the Code and the Companys Compliance and Ethics Program, compliance
monitoring and auditing (including the use of compliance certifications), reporting and
investigation of suspected violations and enforcement through disciplinary measures.
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Page 7
Q: What are the consequences of not complying with the Code?
A: Any Employee who does not adhere to the Code is acting outside the scope of employment and may
be subject to disciplinary action including counseling, oral or written reprimand, warning,
probation or suspension with or without pay, demotion, reduction in salary, termination of
employment, or restitution. Applicants for employment who do not meet the requirements of the Code
are subject to revocation of any offer of employment from the Company. In addition, if an Employee
or applicant for employment violates the Law, the Company may contact appropriate law enforcement
authorities for review as to possible civil or criminal prosecutions.
Each Employee is responsible for reporting behavior that is illegal or unethical, or otherwise
violates the Code. To make a report, please contact the Compliance Line or any other means of
reporting identified in the Reporting and Reviewing System section of this Code. Confidential and
anonymous reporting is available, and the Company does not tolerate any form of retaliation against
those who report in good faith.
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Q: How will I learn of modifications to the Code?
A: The Company reserves the right to modify the Code without prior notice. The Company will
promptly notify Employees of
such modifications in writing, including any necessary updated or revised sections, so that
Employees may fulfill their responsibility to maintain a current copy of the Code. Each written
modification of the Code will indicate the effective date of modification.
Page 9
Q: Who must approve exceptions to, or waivers of, the Code?
A: Except where otherwise provided in the Code, all exceptions to, or waivers of, the Code must be
approved by the Companys Board of Directors or a Board of Directors committee.
Q: To whom should I direct questions about the Code?
A: Some of the policies included in the Code identify specific individuals or groups to which
questions may be directed. In all other cases, questions may be directed to your supervisor, the
Vice President of Human Resources, Chief Compliance Officer or General Counsel.
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