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Code of Ethics Reference Guide
The C.H. Robinson Code of Business Ethics and Conduct requires every employee
to comply with high standards of business conduct. Adherence to the principles
in the Code is essential for the Company to gain and keep the confidence and
support of customers, regulatory agencies, law enforcement agencies, the courts,
and the public. Most important of all, compliance is the right thing to do.
The Code is a central set of guiding principles that serve as a legal and ethical
compass for our employees. C.H. Robinson’s compliance program is organized
into three sections:
- The Code of Business Ethics and Conduct establishes C.H. Robinson’s
guiding principles for conducting its business,
- The Corporate Legal Policies make up the specific policies that employees
must obey, and,
- The Compliance Plan establishes more detailed rules and procedures in specific
areas, like antitrust, that are particularly complex.
While each of these sections has a specific purpose, together they provide
an integrated approach to the way C.H. Robinson conducts its business at every
level of the Company, and is referred to as the Corporate Compliance Program.
This compliance program is maintained for employees on WorkNet,
under the “Ethics” section. There you will find a comprehensive
program which will address many and varied issues as they arise. However, in
order to highlight the key elements of the program, this reference tool is being
distributed for you to keep handy. It is intended to assist you in understanding
those areas of the program you may need to reference more frequently.
Our compliance program reflects the commitment of the Company to do what is
right. All employees of the Company, from the CEO on down, are expected to understand
and adhere to the requirements of the Corporate Compliance Program as well as
all applicable laws and rules.
If you have any questions about the Corporate Compliance Program, you should
review the applicable Corporate Legal Policy for specific instruction and contact
your supervisor or someone at an even higher level when you have questions regarding
proper conduct in a particular situation. Ultimately, questions regarding the
interpretation of the Code or specific Corporate Legal Policies and Compliance
Plans will be resolved by the Compliance Committee consisting of: the Vice President,
Human Resources, the Vice President and Chief Financial Officer, a Vice President
of Operations, and the Vice President and General Counsel as legal advisor to
the committee.
Throughout this Code, the terms “C.H. Robinson” and “Company”
refer interchangeably to C.H. Robinson Worldwide, Inc. or any company, division,
market or business unit, subsidiary, or majority-owned affiliate of C.H. Robinson
Worldwide, Inc.
The areas highlighted in this reference tool are: Conflict of Interest, Public
Company Filings and Communications, Compliance with Laws, Reporting Code Violations,
and Accountability for Adherence to the Code. As to each of these topics, reference
materials are cited in the applicable section of the Corporate Compliance Program
on WorkNet.
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Conflict of Interest.
Our policy is:
An employee must not engage in activities where his or her Personal Interests
conflict or have the appearance of a conflict with the interests of C.H.
Robinson or the employee’s loyalty to the Company. Whether a conflict
exists is to be decided by the Compliance Committee, and all decisions of
the Committee are final.
Given the evolving nature of C.H. Robinson’s business, including
entering new areas of business, conflicts of interest or even the appearance
of a conflict can change over time. C.H. Robinson will not grandfather any
pre-existing conflict situations, and an employee must discontinue any activities
that become a violation of this Policy.
To help you understand this policy, the following definitions are included
in the Code:
Personal Interest.
The definition of Personal Interest
is extremely broad. It means any interest, whether financial or otherwise,
that would, or would appear to, influence a judgment or decision in favor
of another party dealing with C.H. Robinson.
Gifts.
Gifts are items and services of value given to a
party, but do not include any of the following:
- Normal business entertainment items such as meals and beverages;
- Items of minimal or nominal value, such as those given in connection
with sales campaigns and promotions or employee service, safety or retirement
awards;
- Contributions or donations to recognized charitable and nonprofit organizations;
and
- Items or services with a total value under $100.00 per year.
Supplier.
Suppliers include not only sellers providing
services and material to the Company, but also consultants, financial institutions,
advisors, and any person or institution that does business with the Company.
Substantial Interest.
A Substantial Interest is an economic
interest that could, or might reasonably be thought to, influence judgment
or action. An investment representing less than 1% of a class of outstanding
securities of a publicly held corporation is not a Substantial Interest.
Immediate Family.
The employee’s spouse, children
and children’s spouses, and the father, mother, sisters, and brothers
of both the employee and employee’s spouse.
Additional requirements and illustrations of this policy are provided
in the Code.
To the extent you have any further questions, you should contact your supervisor
or the C.H. Robinson Law Department.
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Public Company Filings and Communications. Our policies
addressing this topic are found in two places in the Code: Securities Law
Filings and Disclosure of Information to the Public, the Media and Analysts.
These policies follow.
It is the policy of C. H. Robinson that all securities law filings
be accurate, complete, timely, and in compliance with all laws and regulations.
All directors, officers, and employees who are involved in the preparation
of these filings must work to ensure that the results accurately reflect
C. H. Robinson’s corporate condition to the investing public.
In addition to the corporate filings, directors and certain designated
officers have securities law obligations to file reports that cover their
own trading in C. H. Robinson securities. These directors and officers must
file the proper forms in a timely fashion.
It is the policy of C.H. Robinson to make clear, accurate, complete,
timely, and consistent Disclosure of Material Information about the Company.
It is furthermore C.H. Robinson’s policy that Disclosure is made equally
available to all segments of the market. This is true for all situations
where information is conveyed, no matter how informally.
To achieve these goals more fully, C.H. Robinson has centralized
Disclosure by appointing designated spokespersons who are the only C.H.
Robinson personnel authorized to discuss information about C.H. Robinson
with persons outside the company.
To help you understand these policies, the following definitions are included
in the Code:
SEC. The Securities Exchange Commission is the federal
agency that polices and enforces the federal securities laws. It receives
and reviews disclosure forms.
Material Information. Material Information is any information
that a reasonable investor would consider important when deciding whether
to buy, hold, or sell a security (a stock or bond).
Disclosure. A Disclosure of previously non-public information
can occur any time a corporate director, officer, or employee discusses
corporate affairs with outsiders. Typical situations include press releases,
interviews, speeches, and discussions with analysts.
Additional requirements and illustrations of these policies are
provided in the Code.
To the extent you have any further questions, you should contact your supervisor
or the C.H. Robinson Law Department.
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Compliance with Laws. Our policies addressing
this are found in the Corporate Legal Policies and Compliance Plans found
throughout the Code. However, in the section of the Code called “You
and the Government,” the introduction summarizes these policies:
You must follow the applicable laws, regulations, rules, and regulatory
orders of every jurisdiction in which C.H. Robinson operates. Each employee
is charged with the responsibility to acquire appropriate knowledge of the
requirements relating to their duties to enable them to recognize potential
dangers and to know when to seek legal or other advice. Violations of laws,
regulations, rules, and orders can subject an employee to individual criminal
or civil liability, as well as to Company discipline. Such individual violations
may also subject the Company to civil or criminal liability.
Additional requirements and illustrations of these policies are
provided in the Code.
To the extent you have any further questions, you should contact your supervisor
or the C.H. Robinson Law Department.
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Reporting of Code Violations. Our policy
is:
All C.H. Robinson employees are required to promptly report all
known or suspected violations of the laws applicable to C.H. Robinson, or
of the C.H. Robinson Compliance Program (including the Code of Conduct,
the Corporate Legal Policies, and the individual Compliance Plans). Reports
of such violations shall be made promptly to your immediate supervisor or
the C.H. Robinson Law Department, as the circumstances dictate.
In order to encourage employees to report violations, employees must be
assured that confidentiality will be maintained for all reported incidents.
To allay fear of retribution, employees are permitted to make anonymous
reports and will remain anonymous to the extent permitted by law. Anyone
who violates an employee’s right to confidentiality or anonymity in
connection with a reported incident will be subjected to disciplinary action.
If you become aware of any activities or conduct which detract from the
Company’s ability to conduct business ethically and lawfully, you
should report it to your supervisor or anyone else in a position of authority.
If for some reason you feel that you cannot talk to a member of management,
or you wish to remain anonymous, you may use the anonymous report form on
WorkNet or call toll-free and talk to The Network, an
independent company trained to listen to complaints and issues regarding
C.H. Robinson's Corporate Compliance Program. The number for The
Network is 800-241-5689. The Network will take your information
and pass it along to us for investigation and resolution. You don't even
have to give your name if you don't want to.
Each report of a known or suspected violation will be promptly and thoroughly
investigated by the General Counsel. Failing to report or condoning a violation
of the Compliance Program may lead to disciplinary action up to and including
dismissal.
Additional requirements and illustrations of this policy are provided
in the Code.
To the extent you have any further questions, you should contact your supervisor
or the C.H. Robinson Law Department.
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Accountability for Adherence to the Code. Our policy is:
It is the policy of C.H. Robinson to enforce its Corporate Compliance
Program (including the Code of Business Ethics and Conduct, the Corporate
Legal Policies, and the individual Compliance Plans) in a consistent manner
through appropriate disciplinary mechanisms.
When an employee is suspected of violating the law or the Corporate
Compliance Program, C.H. Robinson will allow such an employee a reasonable
opportunity to explain his or her actions.
When an employee is determined to have engaged in a violation,
he or she may be subject to discipline under this Policy, up to and including
termination. It is the policy of C.H. Robinson to apply its discipline in
a reasonable and consistent fashion; however, the form of discipline that
is appropriate will be case-specific.
C.H. Robinson is committed to flexibility in its disciplinary policy. While
it is the policy of C.H. Robinson to enforce its Corporate Compliance Program
in a consistent manner, no single set of disciplinary options is appropriate
in every case. C.H. Robinson therefore retains the sole discretion to structure
disciplinary sanctions as the circumstances warrant. If you believe that
discipline is being administered unfairly or inconsistently, you should
alert your supervisor, the C.H. Robinson Law Department, or the Hotline.
There are certain offenses and violations that are so serious immediate dismissal
is proper in all cases.
Employees should be aware that there are a number of factors that may be considered
in deciding on the seriousness of a violation and the discipline that is appropriate.
Some of these factors aggravate the seriousness of the violation, while others
mitigate the seriousness of the violation. Since these factors are case-specific,
similar violations may result in different discipline in different cases.
Determining whether a violation occurred is perhaps the most important step
in the process of enforcing the Corporate Compliance Program. Given the variety
of possible violations, and the range of circumstances in which they can occur,
C.H. Robinson cannot employ a uniform procedure for the investigation and determination
of violations. In some cases, informal meetings between supervisors and employees
may be sufficient to address minor violations, while serious violations may
merit a full and formal investigation by counsel.
Additional requirements and illustrations of this policy are provided
in the Code.
To the extent you have any further questions, contact your supervisor or the
C.H. Robinson Law Department.
Please help us to maintain C.H. Robinson's commitment to integrity. With your
assistance and support, we will all enjoy a better place to work and will be
part of an even more successful company.
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