Statement of Policy on Ethics and Business Conduct

I. Purpose and Introduction
The purpose of this Policy is to convey the basic principles of business conduct expected of all employees for situations in which ethical issues arise. The Policy is general in nature and not intended to be all inclusive. The fact that a certain action or activity is not mentioned as improper does not imply that it is permissible. When used in this Policy, "Association" means Port Terminal Railroad Association.
A high standard of ethical business conduct is the responsibility of each employee. The good name of any Association depends on the way it conducts its business and the way the public perceives that conduct. All employees are, and will be held responsible for the observance of the Policy. Unethical actions, or the appearance of unethical actions, are not acceptable.
Employees are expected to apply the following principles of behavior in carrying out their business duties:
Compliance with Applicable Laws The Association and its employees are expected to comply with all applicable laws, rules and regulations applicable to the Association’s activities.
Observance of Ethical Standards – In the conduct of business, each employee must adhere to high ethical standards. These include honesty (i.e., truthful dealing with everyone, including customers, suppliers, shareholders and fellow employees) fairness (i.e., treating another in the same manner as one would expect to be treated), integrity and respect. No employee should take advantage of any party through manipulation, concealment, abuse of confidential information, misrepresentation of material facts or any other unfair dealing practice.
Loyalty – No employee should be, or appear to be, subject to influences, interests or relationships that conflict with the best interests of the Association.
Interpretations, Reporting and Enforcement – If any employee has questions about any section of this Policy, he or she should direct all questions to his or her immediate supervisor, or to the Director of Human Resources.
If an employee becomes aware that another employee has violated the Policy, he or she is obligated to report it in accordance with the procedures set forth in Section III. No one has authority to retaliate against any employee who reports a possible violation.
Failure to comply with any of the provisions of the Policy subjects the employee to disciplinary measures, up to and including termination of employment.
II. Association Policies
A. Workplace Behavior
1. Safety Policy
The safe operation of Port Terminal Railroad operations is always a primary goal. All PTRA officers and employees are responsible for compliance with all applicable rules and regulations related to the safety of our employees, our customers and the communities we serve. All operating officers and employees are expected to regularly assess PTRA’s safety rules, practices and operations and should report to the appropriate supervisor any perceived problems or areas for improvement.
2. Employee Privacy
The Association is committed to complying with all applicable laws regarding the collection, protection and dissemination of personal identification information collected from employees.  The Association will limit the personal information it requires employees to provide to that which is required for the Association to carry out its business and provide access to such personal information only to those persons and entities that need the information for the Association to carry out its business.
Employee use of Association Electronic Mail, or Internet or use of any other Association asset is not private. The Association has the right to access and review usage and contents of any computer system or message going across the Association’s network or on any Association computing device.
3. Equal Employment Opportunity
The Association, through its policy and practice, provides equal opportunity to all employees and applicants for employment without regard to race, color, gender, national origin, age, disability, religion, veteran status, sexual orientation, or any other ground prohibited by law. This policy applies to all terms and conditions of employment, including hiring, placement, promotion, demotion, termination, transfer, leaves of absence, compensation, and training.
4. Respectful Work Environment
The Association is committed to ensuring work environments free from all forms of discrimination, including harassment/sexual harassment. All employees should be treated with dignity and respect. The Association is committed to providing a work environment free from offensive behavior or statements directed at a person’s race, gender or any other protected status. In addition, the Association requires its employees to refrain from threats of harm and violent behavior directed against other employees and those outside the Association with whom they have dealings.
Violence in the workplace (both verbal and physical) will not be tolerated.
5. Employee Time
Employees are responsible for the appropriate use of time that should be allocated to the Association and the Association’s resources. Limited personal use of Internet, Electronic Mail, and phones (as discussed previously in Section II), is permitted. Employees may not use other Association assets, or labor or information for personal use, unless prior appropriate management approval is given for other limited purposes (such as charitable contributions and activities).
6. Retaliation
There will be no unlawful retaliation against any employee for making a good faith report of alleged violations of our policies against discrimination, harassment or offensive behavior; opposing any practice believed in good faith to be unlawfully discriminatory; or participating in an internal or government investigation of possible discrimination.
B.     Protection of Association Assets
1. Confidentiality
Employees are expected to maintain the confidentiality of information entrusted to them by the Association and any other confidential, proprietary (i.e. trade secrets) or other nonpublic information that comes to them, from whatever source, in the course of their work for the Association, except when disclosure is authorized or legally mandated. Confidential information includes:
a.   Information about the Association, including information concerning pricing, products, and services and information about contracts, finances, operations, customers, business or transportation plans, strategies, measures, metrics, legal proceedings, unreported or anticipated earnings, or acquisitions; and
b.   Information received from or relating to third parties with which the Association has or is contemplating a relationship, such as customers or suppliers.
c.   Information given to for received from attorneys representing the PTRA. Attorney – client privilege.
Employees may not use confidential information for the benefit of anyone other than the Association.
Reasonable prudence and care should be exercised in dealing with confidential information in order to avoid inadvertent inappropriate disclosure.
2. Dealing with the Media
The General Manager is the spokesperson for the Port Terminal Railroad Association, and as such will answer all media inquiries. The General Manager may appoint one of his direct reports to handle this as necessary. All inquiries for information, comments, or interviews from any media source must be directed to the General Manager.  Employees are prohibited from giving information, statements, or interviews that involve the PTRA.
3. Integrity of Records and Financial Reporting
Accurate and reliable preparation and maintenance of all Association records is of critical importance to proper management decisions and fulfillment of the Association's financial, legal and reporting obligations. Diligence in accurately preparing and maintaining the Association's financial records allows the Association to fulfill its financial reporting obligations and to provide shareholders with information that is complete, accurate and understandable. All transactions must be properly documented and accounted for on the books and records of the Association. No off-book funds or transactions are allowed. All reports, vouchers, bills, invoices, payroll and service records, business measurement and performance records, and other essential data are to be prepared and maintained with care and honesty. Such data must not be falsified or altered to conceal or distort assets, liabilities, revenues, expenses or performance measures. Employees are responsible for safeguarding Association assets and properties under their control and for providing an auditable record of transactions relating to the use or disposition of such assets and properties.
4. Record Retention
The Association is committed to efficient and economical management of its business records to comply with all legal and business requirements.  Business records are retained in accordance with the guidelines listed in Exhibit 1 and should be retained for the designated times listed.  Records relevant or related to an ongoing or anticipated legal proceeding, government investigation or tax audit should not be destroyed, even if scheduled for destruction, until the GM or CFO advises such destruction is permissible.  Department heads are responsible for seeing that record retention and maintenance is handled according to this policy. 
5. Data and Information Security
All business information the Association acquires and produces, in any form, constitutes a corporate asset.  The ownership, usage, dissemination, storage, or formulation of information, as well as all physical corporate systems used to process, transmit, or store this data, belong exclusively to the Association. It is the responsibility of every user to guard against unauthorized use or disclosure of these assets.   Every user of the Association’s computer systems is responsible for reasonable protection of the Corporation’s data and the systems used to produce the data and information.
6. Software Compliance
Software is generally the property of the software vendor and duplication of copyrighted software, except for backup purposes, is a violation of the federal copyright law. Under this law, software that is loaded on your hard disk or a file server may not be duplicated for use on any other computer and the making or distributing of copyrighted material without authorization (except for backup purposes) is illegal. In addition, employees shall not load any software, including software owned by employees, onto the Association’s computers without prior appropriate management approval.
7. Association Property
Any employee found to be engaging in or attempting theft of Association property, facilities or physical resources including documents, equipment, intellectual property, personal property of other employees, cash or any other items of value will be subject to dismissal and possible criminal prosecution. All employees have an obligation to report any theft or attempted theft to the Association.
An employee may not divert to his or her personal benefit any invention, know-how, technology or computer program which the employee has developed or learned of in the course of his or her employment and which the employee has reason to know may be useful to the Association in its ongoing business.
8. Internet, Electronic Mail and Phone Services
Employees should use the Association’s Internet, Electronic Mail and phone services primarily for business-related purposes. Limited personal use of these services is authorized. Employees should be careful that the use of Internet, Electronic Mail and phone services does not violate local, state or federal laws, adversely affect Association operations, violate Association policies, promote personal financial gain, or otherwise detract from productivity or work responsibilities.  The viewing or distribution of pornographic images, jokes, photographs, or any similar materials can and will be considered to be in violation of ethical standards and EEOC policies.  These images can also be violations of state and federal laws.  The PTRA will not tolerate violation of this policy.
Employees should not have the expectation of privacy in relation to Internet or Electronic Mail services. Usage and contents of all computer systems and messages going across the Association’s network and computing devices are audited for compliance. Phone usage is also audited for compliance.
Specific examples of unauthorized use include: committing a crime, gambling, viewing pornographic material, defamation of any person or entity, activities and transactions for profit unrelated to the Association, dissemination of the Association’s confidential, proprietary or non-public information, excessive use of social networking and other similar activities such as “tweeting” etc., or use that detracts from employee productivity.
Specific examples of authorized use include: communication with personal service providers (e.g. doctors, teachers, day care, bank), purchase of goods and services (e.g. mail order prescriptions), use of Electronic Mail and Internet while traveling on Association business as tools to assist with work/life balance.
C. Conflict of Interest
A conflict of interest is the conflict between the private interests of an employee and his or her responsibilities as an employee for the Association. All such conflicts should be avoided. No employee shall place himself or herself in a position that would have the appearance of being, or be construed to be, in conflict with the interests of the Association. Full disclosure of all facts must be made to the Association in advance and a determination made to protect the Association’s interests.
A conflict of interest includes, but is not limited to the following:
1. Interests in other Businesses
Employees and their families must avoid acquiring any direct or indirect interest in:
a.   Any transaction where the Association is or may become a party;
b.   Any property that the Association may acquire; or
c.   Any entity with which the Association is or may be dealing,
An employee interest may be stock, a note or other equity or creditor interest, employment or other affiliation, or other relationship providing remuneration. This paragraph is not intended to apply to ownership of a security of any Corporation which is publicly traded in a nationally quoted market.
2. Outside Activities
a.   An employee may not acquire any direct or indirect interest in land or other property in which, to the knowledge of the employee, the Association has an interest or may wish to acquire an interest, whether as purchaser, lessee or otherwise.
b.   An employee may not acquire any interest, with a value which is significant to the employee, in a competitor of the Association. Among the factors used to determine what is "significant" are (1) the dollar amount of the interest, and (2) the percentage of the employee's total net worth that the interest represents. “Significant” would be defined as being one (1) percent of stock. The amount and significance of the portion of the competitor's business that is competitive with the Association should also be considered.
c.   Involvement in an outside business enterprise that may require attention during business hours and prevent full-time devotion to duty is prohibited. Even if the outside involvement does not affect full-time performance of duties, there are legal considerations which relate to service by employees of the Association as directors or officers of another corporation. The matter must be first disclosed to and approved by the Association prior to acceptance of an invitation to serve as a director or officer of any other corporation. Outside engagements of a non-business nature that are reasonable commitments to social welfare, health, education or religious organizations need not receive prior approval.
d.   Employees may not take advantage of or divert to others any business or financial opportunity in which they could reasonably anticipate the Association might be interested.    
3. Gifts and Entertainment
a.   Employees should not accept gifts or entertainment (1) if it will influence the employee’s decision on whether or how much to use a particular vendor; or (2) if the acceptance of the gift gives the appearance of improper influence in dealing fairly with customers, contractors, suppliers or others.
b.   Employees may not provide gifts or entertainment to government officials, including House of Representative and Senate members and their staffs and immediate family members, and federal agency, military and state and local government personnel. This ban is based on laws that restrict the Association, through its employees, from making gifts to government officials. It does not restrict any employee’s rights to participate, as a private citizen, in the political process.  


4. Employee Relationships   

Employees may not do indirectly that which is prohibited explicitly by this policy. In addition, an employee will be considered to have a conflict of interest in a matter if an individual related by blood or marriage to such employee has an interest in the matter. 

An employee may not acquire any direct or indirect interest in, or have material dealings with, any person or entity which, to the knowledge of the employee, supplies or is likely to supply the Association with property, materials or services, or is otherwise contracting or is likely to contract with the Association. Borrowings by an employee from a commercial bank or savings and loan institution are not covered by this policy. 

D. Working with the Government
1. Regulatory Compliance
Port Terminal Railroad Association operations are subject to regulation by various regulatory authorities, and all officers and employees will seek to comply with all applicable regulations. Employees are expected to consult with their supervisors with respect to compliance questions, and officers are expected to consult with the Association’s contracted legal specialist on a case by case basis where appropriate concerning such matters.
2. Political Activity and Contributions
It is the policy of the Association to encourage its employees to participate actively in community, civic and political affairs. It is also the policy of the Association to make its position known, within lawful limitations, on issues affecting the Association, its employees and its shareholders, and the communities in which the Association operates. The Association is legally prohibited from contributing directly or indirectly in support of political candidates for elective federal office and is similarly prohibited from making such contributions in certain states and foreign countries. No direct or indirect use of Association funds shall be made for any illegal political purpose, no matter how small the amount and regardless of whether the payment is thought necessary to promote a legitimate Association activity.
3. Obstruction of Justice
Employees may not testify falsely under oath or obstruct justice by refusing to testify, making false statements (for example, in interviews or in responding to subpoenas or interrogatories) or destroying, altering or falsifying documents or evidence related to legal proceedings (for example, in litigation and regulatory hearings) and government investigations.
E. Fair Trade
1. Antitrust Compliance
Compliance with the antitrust laws is the policy of the Association. Employees are expected to maintain a basic familiarity with the principles and purposes of the antitrust laws as they may be applied to the Association's business, and to abstain from any activity that violates such laws. Such activities include, among other things, any understanding or agreement between competitors regarding prices, terms of sale, division of markets, or any other activity that restrains competition.
2. Bribery
The Association will not tolerate its employees engaging in the offering, promising or payment of anything of value, intended to influence illegally any governmental official or any other person in the United States or a foreign country.
III. Compliance, Guidance and Reporting
A. Compliance Responsibility
Communicating this policy and overseeing compliance is the responsibility of the General Manager and Superintendent of the Association with assistance from the Director of Human Resources.  Every employee shall disclose promptly, any situation which is or may be in conflict with this policy whether or not the employee is involved in the situation or transaction. Employees are encouraged to report issues to their managers. If, however, an employee believes that the manager cannot or will not resolve the issues, the employee should call the Ethics Hotline at 877-217-4675 or contact the Director of Human Resources at 713-636-6526.  In addition, employees will be required to review this policy periodically.
B. Reporting Questionable Accounting Activity
Employees with concerns about questionable accounting or auditing matters should call the General Manager, Director of Human Resources or the Ethics Hotline at 877-217-4675.  Employee complaints may be reported either anonymously or non-anonymously. The complainants will be encouraged to provide their names to facilitate the investigation of complaints and follow-up, but anonymous complaints will be accepted.
C. Retaliation
The Association does not permit retaliation of any kind for good faith reports of possible misconduct.  Any employee who engages in prohibited retaliation will receive appropriate discipline, up to and including termination.
D. Waivers
Waivers of this policy will only be granted in exceptional circumstances.  Any waivers of this policy for executive officers may only be granted by the General Manager after disclosure of all material facts by the officer seeking the waiver and will be disclosed promptly to the Association Board.
E. Employee Questions and Reporting Misconduct
Questions of interpretation may arise from time to time with respect to a particular situation.  Employees are encouraged to contact the Director of Human Resources with questions about particular conduct or the interpretation of this policy, or to report violations or possible violations of this policy. Employees may also contact the Ethics Hotline at 877-217-4675, the General Manager or the Superintendent concerning interpretation with respect to integrity of records and potential financial irregularities. Compliance with this policy will be audited periodically.
F. Enforcement
Failure to comply with this policy or any interpretations can have severe consequences for an employee. The Association will impose appropriate discipline for violations up to and including summary dismissal and loss of benefits or rights. In addition, violations of law may subject employees and the Association to civil and criminal penalties.
G. Non-agreement Employees – Employees-at-Will
For employees who are not governed by a collective bargaining agreement, employment with the Association is voluntary and "at will." Nothing contained in this policy, express or implied, is intended to create a contract or assurance of continued employment. Just as the employee is free to leave the employ of the Association at any time and for any reason, the Association has the right to terminate employment any time, with or without notice, for any reason or no reason.

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