Ethics & Diversity – Accounting Concerns
Complaint Procedures for Accounting
and Auditing Matters
Any director, officer or employee of the company may submit a good faith complaint regarding accounting or auditing matters to the management of the company without fear of dismissal or retaliation of any kind. The company will also review concerns submitted by others. The company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. The company's Audit Committee will oversee treatment of matters submitted concerning this area.
In order to facilitate the reporting of complaints, the Company's Audit Committee has established the following procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters ("accounting matters") and (ii) the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters.
Receipt of Complaints
Directors, officers, employees and others with concerns regarding accounting matters may report their concerns or complaints (on a confidential or anonymous basis if desired) either orally or in writing through the Integrity Helpline to the Office of the Vice President-Business Ethics and Diversity. The contact information for the Integrity Helpline is as follows:
- Telephone:
- 1-800-265-9381
- E-mail:
- Ethics and Diversity Department
- Mail:
- Ethics and Diversity Department
P.O. Box 52549
Houston, Texas 77502-2549
Scope of Matters Covered by These Procedures
These procedures relate to employee complaints relating to any questionable accounting or auditing matters, including, without limitation, the following:
- Fraud or deliberate error in the preparation, evaluation, review, recording, maintaining or audit of any financial statement of the company
- Deficiencies in or noncompliance with the company's internal accounting controls
- Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the company
- Deviation from full and fair reporting of the company's financial position
Treatment of Complaints
Upon receipt of a complaint, the Office of the Vice President-Business Ethics and Diversity will
- Determine whether the complaint actually pertains to accounting matters
- And, unless the complaint is submitted anonymously, acknowledge receipt of the complaint to the person submitting it
Complaints relating to accounting matters will be sent by the VP-Business Ethics and Diversity to the senior vice president , general counsel and chief compliance officer, vice president of internal audit, audit committee, the chief financial officer and the chief executive officer (unless the complaint alleges misconduct by such person). This will generally include a description of the initial steps planned to investigate or respond to the complaint.
Each complaint will be reviewed and investigated by the senior vice president, general counsel and chief compliance officer and the vice president of internal audit and/or such other persons as the audit committee determines to be appropriate. Unless determined otherwise by the audit committee, the senior vice president, general counsel and chief compliance officer and the vice president of internal audit, together with other company employees, will investigate, or oversee the investigation, of the complaint, determine the underlying facts and report their findings to the audit committee as well as determining the appropriate report to be made to the company's external independent auditor.
Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
Prompt and appropriate corrective action will be taken as warranted. The company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding accounting matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
Reporting and Retention
of Complaints and Investigations
The vice president-business ethics and diversity will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the audit committee. Copies of complaints and such log will be maintained in accordance with the company's document retention policy.
