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Company Policies - RJR Nabisco Code of Conduct Dear Colleague: Ethical business practices are one of the guiding principles of RJR Nabisco. Like our business performance, our business conduct must adhere to a high and uniform set of standards. Each of us has a personal obligation to uphold these standards and act in an ethical manner with each other, our customers and the general public. The guidelines set forth in this booklet illustrate ethical standards that 1 believe are appropriate for RJR Nabisco and its subsidiaries. These guidelines apply to all RJR Nabisco employees worldwide and to all agents and representatives of the Company with respect to their business with the Company`. If you have any questions about these standards, please contact your manager or a member of the General Counsel's Office of your operating company. These standards will be strictly enforced. Violations will be dealt with severely and, in certain instances, could result in termination of employment. Our adherence to these standards is vital to the success of our Company. Steven F. Goldstone Chairman & CEO Conflicts of Interest To enable the Company to conduct its business effectively, the integrity of its employees must be maintained. While the Company respects the right of employees to privacy in their personal activities and financial affairs, employees must not have personal interests which conflict with those of the Company. Therefore, you need to avoid situations in which your personal interests conflict or appear to conflict with the interests of RJR Nabisco or any of its subsidiaries (collectively, the "Company"). Although it is impossible to detail every situation in which a conflict of interest may arise, the following are examples of clear conflict of interest situations that you should avoid:
Anything that would be a conflict of interest for you may also be a conflict of interest if it involves a dose relative. For example, a conflict would arise if your spouse receives a valuable gift or elaborate entertainment from a customer, supplier or competitor of the Company. If a conflict of interest situation arises, you must discuss the situation with your supervisor to prevent possible misunderstandings or embarrassment at a later date. This conflict of interest policy is not meant to restrict you from participating in customary business-related functions and entertainment which, under appropriate circumstances, may be in the best interests of the Company. Accounting Standards and Records Company books and records must accurately reflect the Company's assets, liabilities, revenues and expenses. All payments made must be described accurately and with sufficient detail and are to be made only for the purpose described in the documents and records recording the payment. No payment by or on behalf of the Company may be made without adequate supporting documentation. No undisclosed or unrecorded fund or asset of the Company may be established or maintained for any purpose. An adequate system of internal control must be maintained to provide reasonable assurance that the Company's books and records accurately reflect its transactions, protect against misuse or loss of assets, and ensure the integrity and accuracy of the Company's financial statements. You must always provide complete and accurate information in response to inquiries from the Company's General Counsel and its internal and outside independent auditors. AD bank and other accounts established and maintained by the Company should be clearly identified on the Company's books and records and, unless otherwise approved in writing by the Chief Financial Officer of RJR Nabisco, Inc., should be in the name of the Company entity to which such funds belong. All cash payments received by the Company shall be promptly recorded on the Company's books of account and deposited in a Company account maintained with a bank or other appropriate, institution. Confidential Information and Insider Trading During the course of employment, you may acquire information not generally known to the public, including knowledge of trade secrets, business plans or outlook, marketing or sales programs, customer lists, significant new product or price changes, mergers and acquisitions, offering or redemption of securities, changes in management and other proprietary information. You must not disclose, either during or after your employment by the Company, any material non-public information regarding the Company's business or operations to any outsider unless disclosure is authorized by management. No employee should reveal a trade secret of a previous employer or accept improperly obtained proprietary information about another company. In addition, the Company ftom time to time obtains proprietary information from others pursuant to written agreements, and employees must respect the proprietary nature of such information and not use or disclose it without proper authority. Neither you nor any of your dose relatives should trade in the securities of the Company or of any other corporation if you possess any material non-public information about that corporation. As a general matter, you should not speculate in the securities of the Company, including put or call options. In particular, neither you nor any of your close relatives may trade in any securities when you know non-public information that may have an impact on the market price of such securities. Such practices could result in civil and criminal proceedings against you as well as publicity adverse to the Company. Compliance with Laws and Regulations It is the Company's policy to comply in all respects with all applicable federal, state and local laws and regulations in the U.S. and in all jurisdictions in which the Company does business. Antitrust Laws The antitrust laws are intended to strengthen and promote economic diversity by fostering competition in the marketplace. The antitrust laws generally prohibit conduct that may reduce competition. These laws cover a number of situations that are relevant to everyday life in the Company. For example, routine business decisions involving pricing, terms and conditions of sale, dealings with customers, suppliers or competitors, and participation in trade associations may present sensitive problems under the antitrust laws. The antitrust laws are complicated, and inadvertent violations can occur. Penalties for violation of these laws can be severe to both the individual and the Company. Any employee who violates the antitrust laws, particularly with respect to pricing, may personally incur criminal liability resulting in fines or imprisonment or both. In addition, the Company could be subjected to expensive and time-consuming litigation, substantial fines and costly liability for damages. Each operating company has its own policies and procedures designed to prevent violations of the antitrust laws. You need to be aware of your particular operating company's policies and procedures. The U.S. antitrust laws apply to operations of the Company within the United States and to operations abroad involving exports and imports with the United States. U. S. Embargo Against Certain Countries The Company and all its employees are prohibited or severely restricted from exporting to, or entering into transactions with, countries or nationals of countries embargoed by the U.S. government. The restrictions apply to all transactions, including exports, imports, contracts, financing, payments, services, etc. Currently the embargoed countries are:
Violation of these laws could subject you and the Company to criminal prosecution. The regulations are very complicated and since the countries to which they apply may change, please consult the legal department of your operating company for current information. Improper Payments The Foreign Corrupt Practices Act makes it unlawful for U.S. companies operating in the United States or abroad and their employees to make direct or indirect payments to foreign government officials or political parties or candidates for the purpose of obtaining or retaining business. You may not offer, pay, promise or authorize the payment of money or anything of value to: (1) foreign government officials; (2) foreign political parties, party officials or political candidates; or (3) any person, if you know or firmly believe that the money or thing of value will be given or promised to a person described in (1) or (2) above, in order to obtain or retain business. In addition, no payments may be made to these individuals for the purpose of influencing the action or decision of the recipient, inducing the recipient to do or refrain from doing any act in violation of his or her lawful duty, or inducing the recipient to exert influence on any foreign government or any department, agency or instrumentality of a foreign government. This policy is in addition to the more general corporate policy that no bribes, kickbacks or similar unlawful or improper remuneration be given to any person or entity for purposes of obtaining or retaining business for the Company or for any other reason related to the Company. Expediting Payments Although the Company strongly discourages facilitating or expediting payments, in those exceptional circumstances where such a payment is necessary, nominal payments may be made to foreign officials, political parties or party officials outside the United States to expedite official action to which the Company is entitled under applicable law. Prior to making a facilitating payment to such a foreign party of $200 or more, if at all possible, the payment should be approved by the General Counsel of RJR Nabisco, Inc. or his designee. Political Contributions and Activities Federal law prohibits corporate funds, facilities or other resources, including the work time of an employee, from being contributed or used to support a candidate for elective federal office, except in limited circumstances such as company-sponsored political action committee administration. State or local political contributions of Company funds, facilities or other resources as well as foreign political contributions, where permitted by applicable state, local or foreign law, must have the written approval of either the General Counsel of RJR Nabisco, Inc. or the General Counsel of your operating company, and must comply with Company procedures. Management recognizes that it is proper for you to make political contributions on your own time and at your own expense to candidates, parties and political committees of your choice, and fully endorses the RJR Political Action Committee ("PAC") sponsored by the Company. Under no circumstances, however, may you be compensated or reimbursed, directly or indirectly, in any way for any political contribution, or favored or prejudiced in any condition of employment or promotion as a result of making or failing to make any contribution, including contributions to the PAC, or for participating in any legal political activity. Company funds may be used to pay the administrative costs of the PAC as permitted by applicable law. PAC contributions to candidates for federal office must be made in accordance with the procedures established by the PAC. Supplier Relations Management places great importance on relationships with the people and organizations that furnish goods or services to the Company. Suppliers must be selected in a completely impartial manner, on the basis of price, quality, performance and suitability of product or services. You are expected to avoid doing anything that would even suggest selection of a supplier on any basis other than the best interests of the Company or that could give one supplier an improper advantage over another. Equal Employment Opportunity, Affirmative Action and Workforce Diversity The principles and practices of equal employment opportunity, affirmative action and workforce diversity contribute to the achievement of the Company's business objectives. Equal Employment Opportunity The Company provides equal employment opportunity in all personnel actions. It is expected that you will not discriminate against any employee or applicant on the basis of race, color, religion, gender, ethnicity; sexual orientation, age, disability or veteran status. In addition, it is expected that you will strive to maintain a workplace that is free from sexual harassment and other forms of harassment on the basis of any of the foregoing. Behavior constituting sexual or other unlawful harassment is prohibited. It is unlawful for you to discriminate or retaliate against any employee or applicant because he or she has opposed an unlawful employment practice, filed a discrimination charge, or testified, assisted or participated in any manner in an investigation, proceeding or hearing related to the Company's employment practices. Affirmative Action The Company maintains annual Affirmative Action Plans for minorities, women, people with disabilities and Vietnam Era and disabled veterans. You are expected to actively support the achievement of the Company's affirmative action goals and objectives. Workforce Diversity Management values the differences among employees based on gender, race, color, ethnicity~ religion, culture, lifestyle, sexual orientation, age, experience and talents. Individual differences enrich the workplace and strengthen the Company's ability to reach customers. A work environment which openly values individual differences and supports the full contribution of every employee leads to increased productivity. It is expected that you will act at all times in a manner that reflects the value that workforce diversity contributes to the Company. Health, Safety and Environmental Protection You are responsible for conducting the Company's business in a manner that protects the health and safety of Company employees and the environment You should act at all times in a manner that ensures Company compliance with all applicable governmental and private health, safety and environmental requirements. Substance Abuse The Federal Drug-Free Workplace Act of 1988 makes the distribution, possession or use of an illegal controlled substance in the workplace or while conducting Company business off-premises strictly illegal. Illegal drugs at work have an adverse effect on employee performance, jeopardize the safety of employees and constitute a risk to the business and interests of the Company. You should do everything possible to make our workplace drug-free. Nonexclusivity/Government Inquiries The above policies are in addition to those policies set forth in your operating company's compliance manuals, personnel policies and those periodically distributed by management. All Company employees have a continuing obligation to familiarize themselves with applicable law and Company policy. If you are ever contacted by a representative of a government agency seeking an interview or making a non-routine request for documents, such representative should be advised that the Company will fiiRy comply with its legal obligations but that the matter must first be referred to the Company's legal department. All such requests should be reported to the legal department of your operating company immediately. |
