|  | 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:
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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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