HALLIBURTON COMPANY AND SUBSIDIARY COMPANIES
; Code of Business Conduct:
General Policy Regarding Laws and Business Conduct
o A. Standards of Conduct.
o B. Administration of Code of Business Conduct.
; Scope of Code of Business Conduct.
; Allocations of Responsibility.
; Delegation of Substantial Discretionary Authority.
; Communication of Policies.
; Monitoring and Auditing.
; Reporting System.
; Investigation of Violations.
; Disciplinary Measures.
Equal Employment Opportunity - United States Operations
Conflicts of interest
Internal Accounting Controls, Procedures and Records Sensitive Transactions
International Business Relationships
Use and Public Disclosure of Inside Information
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Information of a Confidential or Proprietary Nature
Export Administration and International Economic Sanctions
Boycotts Outside the United States
Health, Safety And Environment
Defalcation Misappropriation and Similar Irregularities (Fraud)
Sexual Harassment- United States Operations
United States Federal Government Contracting
General Policy Regarding Laws and Business Conduct PURPOSE:
The Code of Business Conduct of Halliburton Company contains the specific
Corporate Policies adopted by the Board of Directors that relate to the legal and ethical standards of conduct of employees and agents of the Company. The Corporate Policies listed in the index set forth in Corporate
Policy 3-0000 constitute the Code of Business Conduct and govern the conduct of business by the Company.
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The purpose of this General Policy Regarding Laws and Business Conduct is to provide a general statement regarding the Company's expectations as to the legal and ethical nature of conduct of the Company's employees and agents while acting on the Company's behalf and to provide for the administration of the Company's Code of Business Conduct.
Moreover, this Corporate Policy is intended to enhance the qualifications of the Code of Business Conduct as a program that, under the United States Sentencing Guidelines, is reasonably designed, implemented and enforced so as to be generally effective in preventing and detecting criminal conduct.
As used in the Code of Business Conduct:
"Company" means Halliburton Company, a Delaware corporation, its divisions, subsidiaries, and successors.
"Executive Committee" means the Executive Committee of the Company. "High Level Personnel" means individuals who have substantial control over the Company or who have a substantial role in policy-making within the Company, including directors, executive officers and individuals in charge of a major business or functional unit of the Company, such as sales, administration or finance.
"Laws" means laws and rules and regulations of governmental agencies and authorities.
A. Standards of Conduct.
It is the Company's policy to observe and comply with all Laws applicable to it or the conduct of its business wherever located. In some situations the applicable Law of the United States may conflict with the applicable Law of another country. In such cases the Company will endeavor to resolve such conflict following the guidance of its Law Department. Where such a conflict cannot be resolved, the applicable Law of the United States will be observed and complied with by the Company.
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The Code of Business Conduct applies to agents of the Company as well as its employees. However, in the case of agents whose activities are wholly outside the United States, Corporate Policy No. 3-0007 establishes the policies and procedures to be observed with respect to such agents. The Code of Business Conduct sets forth specific Corporate Policies governing the conduct of the business of the Company. These policies were developed and are intended to be applied in good faith with reasonable business judgment to enable the Company to achieve its operating and financial goals within the framework of the Law.
It is the personal responsibility of each employee and agent of the Company to adhere to the standards and restrictions, whether imposed by Law or the Code of Business Conduct, applicable to his or her assigned duties and responsibilities and to conduct himself or herself accordingly. Such standards and restrictions require each employee and agent to avoid any activities which would involve the Company in any practice which is not in compliance with the Code of Business Conduct. Any employee or agent who does not adhere to such standards and restrictions is acting outside the scope of his or her employment or agency.
Beyond legal compliance, all Company employees and agents are expected to observe high standards of business and personal ethics in the discharge of their assigned duties and responsibilities. This requires the practice of honesty and integrity in every aspect of dealing with other Company employees, the public, the business community, stockholders, customers, suppliers and governmental and regulatory authorities. It is the policy of the Company not to discriminate against employees, stockholders, directors, officers, customers or suppliers on account of race, color, age, sex, religion or national origin except as may be required by applicable Law. All of such persons shall be treated with dignity and respect and they shall not be unreasonably interfered with in the conduct of their duties and responsibilities.
B. Administration of Code of Business Conduct. The Code of Business Conduct of the Company shall be administered as follows:
1. Scope of Code of Business Conduct.
The Executive Committee shall, periodically, in light of the
experience of the Company, review the Code of Business Conduct, and
when necessary or desirable, make recommendations to the Board of
Directors (i) to ensure its continued conformance to applicable Law,
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(ii) to ensure that it meets or exceeds industry standards, and
to ensure that any weaknesses revealed through monitoring, (iii)
auditing and reporting systems are eliminated or corrected.
2. Allocations of Responsibility.
The Executive Committee shall be responsible for the administration of the Code of Business Conduct. The Executive Committee shall establish such procedures as it shall deem necessary or desirable in order to discharge this responsibility. Such procedures shall provide for obtaining advice of legal counsel where appropriate. In discharging these responsibilities, the Executive Committee may delegate authority to such committees, officers and other employees and may engage such agents and advisors as it shall deem necessary or desirable.
3. Delegation of Substantial Discretionary Authority.
No employee of the Company shall delegate substantial discretionary authority to any individual who such employee knows, or through the exercise of due diligence should know, has a propensity to engage in illegal activities.
o a. For this purpose, persons with "substantial discretionary
authority" include (i) High-level Personnel, (ii)
individuals who exercise substantial supervisory authority,
such as a plant manager or a sales manager, and (iii) any other
individuals who, although not a part of the Company's
management, nevertheless exercise substantial discretion
when acting within the scope of their authority (for example,
an individual with authority to negotiate or set price levels
or an individual authorized to negotiate or approve
b. The Executive Committee, in administering the Code of
Business Conduct, shall consider, adopt and promulgate
guidelines regarding procedures to ascertain a "propensity
to engage in illegal activities".
4. Communication of Policies.
To ensure the continued dissemination and communication of the Code of Business Conduct, the Executive Committee shall take, or cause
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to be taken, reasonable steps to communicate effectively the standards and procedures included in the Code of Business Conduct to employees and agents of the Company.
5. Monitoring and Auditing.
The Executive Committee shall take reasonable steps to monitor and audit compliance with the Code of Business Conduct, including the establishment of monitoring and auditing systems that are reasonably designed to detect conduct in violation of the Code of Business Conduct by employees and agents of the Company.
o (1) To the extent so directed by the Executive Committee, the
information developed by the Company's independent
accountants in performing their engagement by the Company and
by its internal auditors in the performance of their assigned
responsibilities shall be made available to the Executive
Committee in its capacity as administrator of the Code of
Business Conduct as a means of monitoring and auditing
compliance with the Code of Business Conduct.
(2) To the extent so directed by the Executive Committee, the
results of the periodic health, safety and environmental
audits and export administration audits of the Company's
facilities shall be made available to the Executive Committee
in its capacity as the administrator of the Code of Business
Conduct as a means to monitor and audit compliance with the
Code of Business Conduct.
Executive Committee - The General Counsel shall report to the Audit Committee of the Board of Directors, at least once each year, regarding the general effectiveness of the Code of Business Conduct. The Chief Health, Safety and Environmental Officer shall report to the Environment, Health and Safety Committee of the Board of Directors at least once each year regarding the environmental, health and safety performance of the Company as it relates to the Code of Business Conduct.
6. Reporting System.
The Executive Committee shall establish a reporting system that will allow violations of the Code of Business Conduct to be reported and acted upon by officers or other employees of the Company with
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sufficient authority to deal objectively with the reported matters. The existence and nature of the reporting system shall be communicated to all employees and, to the extent appropriate, to agents of the Company. It shall be a violation of this Corporate Policy to intimidate or impose any form of retribution on any employee or agent who utilizes such reporting system in good faith to report suspected violations (except that appropriate action may be taken against such employee or agent if such individual is one of the wrongdoers).
7. Investigation of Violations.
If, through operation of the Company's compliance monitoring and auditing systems or its violation reporting systems or otherwise, the Company receives information regarding an alleged violation of the Code of Business Conduct, the person or persons authorized by the Executive Committee to investigate alleged violations of the Code of Business Conduct shall, as appropriate, in accordance with procedures established by the Executive Committee:
o (1) evaluate such information as to gravity and credibility;
(2) initiate an informal inquiry or a formal investigation
with respect thereto;
(3) prepare a report of the results of such inquiry or
investigation, including recommendations as to the
disposition of such matter;
(4) make the results of such inquiry or investigation
available to the Board of Directors or the Executive
Committee for action (including disciplinary action by the
Executive Committee); and
(5) recommend changes in the Code of Business Conduct
necessary or desirable to prevent further similar
The Company may disclose the results of investigations to law enforcement agencies.
8. Disciplinary Measures.
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The Company shall consistently enforce its Code of Business Conduct
ough appropriate means of discipline. Pursuant to procedures thr
adopted by it, the Executive Committee shall determine whether
violations of the Code of Business Conduct have occurred and, if
so, shall determine the disciplinary measures to be taken against
any employee or agent of the Company who has so violated the Code
of Business Conduct.
The disciplinary measures, which may be invoked at the discretion
of the Executive Committee, include, but are not limited to,
counseling, oral or written reprimands, warnings, probation or
suspension without pay, demotions, reductions in salary,
termination of employment and restitution.
Persons subject to disciplinary measures shall include, in addition
to the violator, others involved in the wrongdoing such as (i)
persons who fail to use reasonable care to detect a violation, (ii)
persons who if requested to divulge information withhold material
information regarding a violation, and (iii) supervisors who
approve or condone the violations or attempt to retaliate against
employees or agents for reporting violations or violators. 9. Documentation. Subject to the applicable document retention
program, the Company shall document its compliance efforts and
results to evidence its commitment to comply with the standards and
procedures set forth above.
Equal Employment Opportunity - United States Operations PURPOSE:
This policy establishes and communicates the Company's policy regarding equal employment opportunity for the Company's operations governed by United States Law.
1. The Company will, in all its operations and employment practices
comply with applicable United States and local Law governing equal
employment opportunities to assure that there is no unlawful
discrimination against any employee or applicant.
2. With respect to operations governed by United States Law, this
policy relates to all phases of employment, including without
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limitation, recruitment, hiring, placement, promotion, transfer,
compensation, benefits, training, educational, social and
recreational programs and the use of Company facilities. It covers
all other personnel actions in all job categories and at all levels,
including employment of qualified handicapped individuals,
disabled veterans and veterans of the Vietnam era. It is intended
to provide employees with a working environment free of
discrimination, harassment, intimidation or coercion relating
directly or indirectly to race, color, religion, sex, age or
3. Periodic reviews of personnel practices and actions are to be
conducted by appropriate employees to ensure compliance with the
Law in this vitally important area of management responsibility.
4. All members of management and employees shall actively support this
Corporate Policy. All actions and decisions taken by members of
management and their subordinates shall be consistent with this
Corporate Policy and in furtherance of it.
An employee who believes she or he has been or is being subjected to discrimination should bring this matter to the attention of his/her immediate supervisor, department head, Director of Employee Relations, the Company's Vice President - Human Resources or the General Counsel. An employee who believes discrimination has occurred or is occurring should report such conduct to one of the above persons regardless of the position of the offending person (e.g., manager, supervisor, fellow employee, customer, etc.). If a complaint of discrimination is received by any manager or supervisor, the manager or supervisor shall report the complaint immediately to the Company's Vice President - Human Resources or such officer's designee. Nothing in this policy requires any employee complaining of discrimination to present the matter to the person who is the subject of the complaint.
All complaints of discrimination will be promptly investigated. The privacy of the persons involved will be protected, except to the extent necessary to conduct a proper investigation. If the investigation substantiates the complaint, immediate corrective action designed to stop the discrimination and prevent its reoccurrence will be taken. An employee who believes he or she has been or is being subjected to discrimination, or who believes he or she has observed discrimination,
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and who reports the matter pursuant to this policy shall not be retaliated against or adversely treated because of the making of the report. Conflicts of interest
This policy establishes guidelines and procedures regarding timely and proper disclosure of possible conflicts of interests which an employee may have in connection with job duties and responsibilities in order that management may review and approve each situation as necessary to protect the best interests of the Company and its responsibilities as a public company.
1. The Company prohibits conflicts of interest unless specifically
approved by the Executive Committee or its designee as provided
2. The Company has always been concerned with outside business
interests of its employees that might possibly conflict with the
interests of the Company. An adequate definition of what
constitutes a conflict of interest is most difficult. The minimum
standard is that required by law. However, there are certain
situations which the Company will always consider to be conflicts
of interest. These occur if the employee or any other person having
a close personal relationship with the employee:
o a. obtains a significant financial or other beneficial
interest in one of the Company's suppliers, customers or
competitors without first notifying the Company and
obtaining written approval from the Executive Committee or
b. engages in a significant personal business transaction
involving the Company for profit or gain, unless such
transaction has first been approved in writing by the
Executive Committee or its designee;
c. accepts money, gifts of other than nominal value,
excessive hospitality, loans or other special treatment from
any supplier, customer or competitor of the Company (loans
from lending institutions at prevailing interest rates are
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