|  | Code of ethics and business conduct
Imperial Oil maintains policies and procedures (which we refer to as our Code) that represent the code of ethics for all directors, officers and employees. The Code consists of the Ethics Policy, the Conflicts of Interest Policy, the Corporate Assets Policy, the Directorships Policy and the section below called "Procedures and Open Door Communication".
Ethics policy
The policy of Imperial Oil is to comply with all governmental laws, rules and regulations applicable to their business.
The company's ethics policy does not stop there. Even where the law is permissive, the company chooses the course of highest integrity. Local customs, traditions and values differ from place to place, and this must be recognized. But honesty is not subject to criticism in any culture. Shades of dishonesty simply invite demoralizing and reprehensible judgments. A well-founded reputation for scrupulous dealing is itself a priceless corporate asset.
The company cares how results are obtained, not just that they are obtained. Directors, officers and employees should deal fairly with each other and with the company's suppliers, customers, competitors and other third parties.
The company expects compliance with its standard of integrity throughout the organization and will not tolerate employees who achieve results at the cost of violation of law or who deal unscrupulously. The company's directors and officers support, and expect the company's employees to support, any employee who passes up an opportunity or advantage that would sacrifice ethical standards.
It is the company's policy that all transactions will be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the company's books and records, and to be honest and forthcoming with the company's internal and independent auditors.
The company expects candor from employees at all levels and adherence to its policies and internal controls. One harm that results when employees conceal information from higher management or the auditors is that other employees think they are being given a signal that the company's policies and internal controls can be ignored when they are inconvenient. That can result in corruption and demoralization of an organization. The company's system of management will not work without honesty, including honest bookkeeping, honest budget proposals and honest economic evaluation of projects.
It is the company's policy to make full, fair, accurate, timely and understandable disclosure in reports and documents that the company files with applicable securities regulators, and in other public communications. All employees are responsible for reporting material information known to them to higher management so that the information will be available to senior management responsible for making disclosure decisions.
Conflicts of interest policy
It is the policy of Imperial Oil that directors, officers and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the company.
A conflict of interest can arise when a director, officer or employee takes actions or has personal interests that may interfere with his or her objective and effective performance of work for the company. For example, directors, officers and employees are expected to:
- avoid actual or apparent conflict in dealings with suppliers, customers, competitors and other third parties
- refrain from taking for themselves opportunities discovered through their use of corporate assets or through their positions with the company
- avoid securities transactions based on material, non-public information learned through their positions with the company
- refrain from competing with the company.
Corporate assets policy
It is the policy of Imperial Oil that directors, officers and employees are expected to protect the assets of the company and use them efficiently to advance the interests of the company. Those assets include tangible assets and intangible assets, such as confidential information of the company.
No director, officer or employee should use or disclose at any time during or subsequent to employment or other service to the company, without proper authority or mandate, confidential information obtained from any source in the course of the company's business. Examples of confidential information include non-public information about the company's plans, earnings, financial forecasts, business forecasts, discoveries, competitive bids, technologies and personnel.
Directorships policy
It is the policy of Imperial Oil to restrict the holding by officers and employees of directorships in non-affiliated, for-profit organizations and to prohibit the acceptance by any officer or employee of such directorships that would involve a conflict of interest with, or interfere with, the discharge of the officer's or employee's duties to the company.
Any officer or employee may hold directorships in non-affiliated, non-profit organizations, unless such directorships would involve a conflict of interest with, or interfere with, the discharge of the officer's or employee's duties to the company, or obligate the company to provide support to the non-affiliated, non-profit organizations.
Officers and employees may serve as directors of affiliated companies and such service may be part of their normal work assignments.
All directorships in public companies held by employee directors of Imperial Oil Limited are subject to review and approval by the board of directors of Imperial Oil Limited. In all other cases, directorships in non-affiliated, for-profit organizations are subject to review and approval by the management of the company, as directed by the chairman of Imperial Oil Limited.
Procedures and open door communication
Imperial Oil has always encouraged employees to ask questions, voice concerns and make appropriate suggestions regarding the business practices of the company. Employees are expected to report promptly to management suspected violations of the law, company policies or internal controls, so that management can investigate and take appropriate corrective action as soon as possible.
Management is ultimately responsible for the investigation of and appropriate responses to reports of suspected violation of law, policies and internal control procedures. Internal audit, with assistance from others, is primarily responsible for investigating violations of internal controls. Investigators are expected to exercise independent and objective judgment.
Several ways to obtain information and advice
There are several ways for employees to obtain information and advice, or to report ethics concerns. All are treated with discretion.
Normally, employees should discuss such matters with their immediate supervisor. Supervisors are expected to assist employees in these matters. If an employee is dissatisfied with the discussion with his/her supervisor, the employee is encouraged to pursue the matter with the next level of management, with or without the supervisor present. The issue should continue to be reviewed to the level of management appropriate to resolve it.
Employees can also contact one of the following to provide assistance in matters related to business ethics at Imperial Oil:
Ethics Adviser
Imperial Oil Limited
Fifth Avenue Place
Calgary, Alberta
(403) 237-3493
Ethics Adviser - French
Imperial Oil Limited
Tour Esso
Montreal, Quebec
(514) 648-1032
In addition, the controller and general auditor of Imperial Oil are available to assist employees and managers of the company in interpreting policy or in reporting items of concern.
Controller
Imperial Oil Limited
Fifth Avenue Place
Calgary, Alberta
(403) 237-4304
General Auditor
Imperial Oil Limited
Fifth Avenue Place
Calgary, Alberta
(403) 237-4135
Suspected violations involving a director or executive officer
Suspected violation of the law or company policies involving a director or executive officer, as well as any concern regarding questionable accounting or auditing matters, should be referred directly to the general auditor of Imperial Oil. The audit committee of the Imperial Oil board of directors will initially review all issues involving directors or executive officers, and will then refer all issues to the board of directors.
Employees may also address communications to individual non-employee directors or to the non-employee directors as a group by writing to them at:
Name of Director
Imperial Oil Limited
Fifth Avenue Place
Calgary, Alberta
T2P 0H6
Confidential complaints
Employees wishing to make complaints without identifying themselves may telephone the Imperial Oil "hotline" or send their complaints to the company in writing.
To report a complaint by telephone call 1-866-891-4490.
To report a complaint by letter:
Imperial Oil Limited
P.O. Box 20037
Calgary, Alberta
T2P 4J2
All complaints to those telephone numbers and addresses concerning accounting, internal accounting controls or auditing matters will be referred to the audit committee of the board of directors of Imperial Oil Limited.
Persons responding to employees' questions, concerns, complaints and suggestions are expected to use appropriate discretion regarding anonymity and confidentiality, although the preservation of anonymity and confidentiality may not always be practical, depending on the circumstances. For example, investigations of significant complaints typically necessitate revealing to others information about the complaint and complainant. Similarly, disclosure can result from government investigations and litigation.
No action will be taken against employees for voicing concerns in good faith.
No action may be taken or threatened by management against any employee for asking questions, voicing concerns, or making complaints or suggestions in conformity with the procedures described above, unless the employee acts with willful disregard of the facts.
It is expected that employees will act in good faith. Failure to act honestly, and failure to comply with the law, company policies and internal controls may result in disciplinary action, up to and including termination of employment.
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