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All Affiliated with TGS are Held to the Highest Standards of Appropriate Business Practices

  • I.GENERAL STATEMENT OF BUSINESS CONDUCT

    The commitment to excellence is fundamental to the philosophy of TGS. This commitment to excellence means that employees share a common set of objectives and benefit from the achievement of those objectives.

    It is the policy of TGS to comply with all applicable laws, including, without limitation, employment, discrimination, health, safety, antitrust, securities and environmental laws. No director, officer, executive or manager of TGS has authority to violate any law or to direct another employee or any other person to violate any law on behalf of TGS.

    Each employee and non-employee director of TGS is, and will be held, responsible for the observance of this Code of Conduct. If any employee has questions about any section of this Code of Conduct, he or she should direct all questions to his or her immediate supervisor, the local TGS Compliance Officer, Human Resources representative or the Legal Department. No one has the authority to retaliate against an employee who reports a possible violation. Failure to comply with any of the provisions of this Code of Conduct subjects the employee to disciplinary measures up to and including termination.

    This Code and the Statement of Values is a statement of goals and expectations for individual and business conduct. It is not intended to and does not in any way constitute a contract, an employment contract or assurance of continued employment or in any way affect anyone’s employee-at-will status and does not create any right in any employee, client, supplier, competitor, shareholder or any other person or entity.

    Additional policies are stated in the Employee Manual (hereinafter, the “Manual”). To the extent any provisions of this Code or Statement of Values are illegal under the laws of the country in which you work, the local laws set forth in your Manual will control.

    If any provision of this Code is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Code shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Code and the remaining provisions of this Code shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Code. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Code a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable in the applicable local jurisdiction.



    II. POLICIES AND PRACTICES

    A. Conflicts of Interest

    Directors, officers and employees of TGS have a duty of loyalty to TGS, and must therefore avoid any actual or apparent conflict of interest with TGS. TGS demands absolute integrity from all its employees and will not tolerate any conduct that falls short of that standard. TGS expects that no employee will knowingly place himself or herself in a position that would have the appearance of being, or could be construed to be, in conflict with the interests of TGS. Actions that might involve a conflict of interest, or the appearance of one, should be fully disclosed in writing to the employee’s management for review and written approval as soon as the potential conflict arises. Some of the more sensitive areas of conflicts of interest and TGS’ related guidelines are as follows:

    1. Business Courtesies

    Exchanging business courtesies – whether a gift, a meal, or entertainment – is a common way for organizations to build good relationships. However, the practice can have negative consequences if not handled correctly.

    TGS’ aim is to deter givers and recipients of business courtesies from seeking or receiving special favors from TGS employees. Business courtesies should never be given or received in return for a specific outcome or decision or if it may unduly influence any decision you might make on behalf of TGS.

    In order to avoid the reality and the appearance of improper relations with current or prospective customers, vendors and consultants, TGS employees must observe the following guidelines when deciding whether or not to give or accept business courtesies. For a quick-reference guide on the policies below, please see the TGS Gifts and Entertainment Policy in the Employee Handbook.

    Please keep in mind when giving business courtesies that they must not only comply with TGS’ policies, but also the local laws and policies of the recipient.

    TGS strictly prohibits corrupt practices in any form, including bribery, kickbacks and fraud. For more information on this topic, please see Section G, “Bribery, Kickback and Fraud,” below.

    a. Gifts

    Gifts such as merchandise or products, as well as personal services or favors may not be given or accepted unless they have a value of less than USD 100 and provided the gifts are not excessively frequent. Employees are required to obtain the prior written approval of their departmental VP or Sr. VP before giving or accepting any gift of more than USD 100 in value. Gifts of items provided by TGS Marketing that are marked with TGS promotional labeling are acceptable.

    Gifts of any amount may never be solicited. Further, a gift of cash or securities may never be given or accepted, nor may TGS employees accept gifts of “cash equivalents,” such as gift cards. Promptly report any prohibited gift to your supervisor, even if you rejected the gift.

    In some international business transactions, it is customary and lawful for business leaders in a host country to give gifts to TGS employees. These gifts may be of more than nominal value and under the circumstances returning the gifts or paying for them may be an affront to the giver. In such instances, notify your supervisor. The gift may be retained by TGS or redistributed via an internal lottery system at its sole discretion.

    Finally, please consult with the Compliance Officer before giving gifts to consultants and employees of federal, state, and local government agencies, as special rules may apply to these individuals.



    b. Meals and Entertainment

    Normal business meals and entertainment in the course of a meeting or another occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, are generally acceptable.

    Meals must not be excessively frequent or extravagant.

    Business entertainment, such as tickets to the theater or a sporting event, is appropriate if the entertainment is valued at USD 500 or less per person, does not involve air travel or an overnight stay and is not excessively frequent or extravagant. Any entertainment valued at more than USD 500 or involving air travel or an overnight stay requires the prior written approval of the departmental VP or Sr. VP.

    Regardless of the value and nature of the entertainment, please make every effort to ensure that a representative of the company offering entertainment accompanies the recipient to the event.

    Finally, please consult with the Compliance Officer before paying any training or travel expenses for an external party or as a business courtesy.


    2. Outside Activities

    It is the policy of TGS that no employee is to have a “free-lance” or “moonlighting” activity that will materially encroach on the time or attention which should be devoted to the employee’s duties; adversely affect the quality of work performed; compete with TGS’ activities; hold a financial interest in a competitor, customer or supplier of goods or services to TGS; imply sponsorship or support by TGS of the outside employment or organization; or adversely affect the good name of TGS. All free-lance or moonlighting activities require the prior written approval of the employee’s supervisor. Employees who free-lance or moonlight may not use TGS time, facilities, resources, or supplies for such work.

    3. Use of TGS Property and Information

    All employees are responsible for the proper use of TGS’ physical resources and property, as well as its proprietary and other confidential information. Unless otherwise prohibited by an employee’s supervisor, reasonable incidental use of a TGS telephone, computer or other equipment is permitted.

    a. TGS Property and Facilities

    TGS property, facilities or physical resources may not be used for solicitation or distribution activities which are not related to an employee’s services to TGS nor may employees distribute literature in work areas at any time, except for charitable activities. Persons not employed by TGS may not solicit TGS employees for any purposes on TGS premises.

    Responsible use of social media, including while on work time or on TGS-owned equipment, is governed by the TGS Social Media Policy, available in the TGS Employee Handbook and incorporated herein by reference. In accordance with that Policy, employees are solely responsible for all content they post online. Conduct that adversely affects an employee’s job performance, the performance of fellow employees, clients, suppliers, people who work on behalf of TGS, or the legitimate business interests of TGS, or conduct that violates another provision of this Code such as TGS’ anti-discrimination policy or confidentiality requirements, may result in disciplinary action up to and including termination.

    Any employee found to be engaging in, or attempting, theft of any property of the TGS, including documents, equipment, intellectual property, personal property of other employees, cash or any other items of value will be liable to immediate termination of employment and possible criminal proceedings against them.

    b. TGS Proprietary and Other Confidential Information

    TGS operates in many different and extremely competitive markets. Every employee should be aware that in any competitive environment, proprietary information and trade secrets must be safeguarded in the same way that all other important TGS assets are protected. Information concerning pricing, products and services that are being developed, and other such trade secrets, including information pertaining to any prospective TGS acquisition or divestiture, must be held in the strictest confidence, and reasonable prudence and care should be exercised in dealing with such information in order to avoid inadvertent inappropriate disclosure. This information must not be used in any way other than as required in performing employment duties. All files, records and reports acquired or created in the course of employment are the property of TGS. Originals or copies of such documents may be removed from TGS’ offices for the sole purpose of performing the employee’s duties to TGS and must be returned at any time upon request. Employees must also abide by the provisions of TGS’ Confidential and Proprietary Information Policy. In addition, employees may be provided the trade secrets of customers and supplier, or in possession of the trade secrets of a former employer. Employee should protect those trade secrets and consider the information confidential.



    c. Trademarks, Service Marks and Copyrights

    Trademarks and service marks - words, slogans, symbols, logos or other devices used to identify a particular source of goods or services - are important business tools and valuable assets which require care in their use and treatment. No employee may negotiate or enter into any agreement respecting TGS’ trademarks, service marks or logos without first consulting the VP of Marketing or the Legal Department. TGS also respects the trademark rights of others and any proposed name of a new product, financial instrument or service intended to be sold or rendered to customers must be approved by an authorized representative of TGS for clearance prior to its adoption and use. Similarly, using the trademark or service mark of another company, even one with whom TGS has a business relationship, always requires clearance or approval by an authorized representative of TGS to ensure that the use of that other company’s mark is proper.

    Employees must avoid the unauthorized use of copyrighted materials of others and should confer with the Legal Affairs Director if they have any questions regarding the permissibility of photocopying, excerpting, electronically copying or otherwise using copyrighted materials. In addition, simply because material is available for copying, such as matter downloaded from the Internet, does not mean that it is automatically permissible to copy or recirculate (by, for example, email or posting to an intranet facility). All copies of work that is authorized to be made available for ultimate distribution to the public, including all machine readable works such as computer software, must bear the prescribed form of copyright notice.

    TGS is legally entitled to all rights in ideas, inventions and works of authorship relating to its business that are made by employees during the scope of their employment with TGS or using the resources of TGS (“Employee Developments”) to the maximum extent permissible under the laws of the country in which the employee works. As a condition of employment, employees are required to promptly disclose all Employee Developments to their supervisor, and to execute the necessary documentation to transfer all Employee Developments to the Company to evidence their ownership, or to obtain legal protection for them.

    4. TGS Political Involvement

    Employees are free to exercise the right to make political contributions within legal limits, unless such a contribution is otherwise prohibited by other policies of TGS. TGS will not reimburse any employee for political contributions, and employees should not attempt to receive or facilitate such reimbursements. Generally, no contribution may be made with the expectation of favorable government treatment in return. In any event, all contributions, by whoever made, are subject to a series of complex and sometimes inconsistent sets of rules governing, among other things, the amount of, and manner in which, contributions may be made. Any questions about compliance should be directed to the Compliance Officer or Legal Department. In addition, any political activity or contribution by an employee which might appear to constitute an endorsement or contribution by TGS must be approved in advance by the Compliance Officer or the Legal Department.


    5. Hiring of Family Members

    For reasons of supervision, safety, security, and morale, TGS generally discourages the hiring, contracting, or employment of employee relatives. In particular, employees who are related should avoid working in the same department or working in a direct or indirect reporting or supervisor/subordinate relationship with one another. Any employment of or TGS contract with a relative of an Employee must be approved by an authorized representative of TGS prior to their employment.

    6. Investments

    Employees and their close relatives need to be careful that their investments do not create conflicts of interest, impairing the employee’s ability to make objective decisions on behalf of TGS. Conflicts can occur if investments are made in competitors, suppliers, or customers. Any ‘substantial interest’ in a competitor, supplier or customer requires the prior written approval of your supervisor. A ‘substantial interest’ means any economic interest that might influence or appear to influence your judgment. (Usually, ownership of less than 1% of the shares of a publicly quoted company is not a problem. However, if in doubt, check with your supervisor or Compliance Officer.)


    Some investments are always wrong

    • Never invest in a supplier or joint venture partner if you have any involvement in the selection of or negotiations with the supplier or joint venture partner, or if you supervise anyone who has such responsibility.
    • Never invest in a customer if you are responsible for dealings or negotiations with that customer or supervise anyone with such responsibility.
    • Usually, however, whether an investment creates a conflict of interest is a matter of using good judgment. When deciding whether an investment might create a conflict, ask yourself these questions:

      • Would the investment affect any decisions I will make for TGS?
      • How would the investment seem to my co-workers – would they think it might affect how I do my job for TGS?
      • How would it look to someone outside TGS, such as a customer or shareholder?
      • How would this look in the local newspaper?


    B. Environmental Policy

    TGS is committed to leading the industry in minimizing the impact of its activities on the environment. We will work to achieve this commitment by:

    • Assessing our impact on those environments;
    • Planning operations to minimize those impacts;
    • Monitoring our performance against those plans;
    • Complying with applicable laws, regulations and guidance;
    • Monitoring the environmental performance of our contractors; and
    • Seeking means for continuous improvement.

    Our environmental effort will be based on the implementation of the following key strategies at all work locations worldwide:

    • Minimization of waste by design and purchase;
    • Managing waste output to follow best environmental practice;
    • Minimization of carbon emissions by survey design and minimization of technical and non-technical downtime;
    • Guarding against accidental and operational pollution;
    • Provision for mitigation of any accidental and operational pollution; and
    • Site remediation after operations.

    All personnel have an important part in achieving our environmental goal, from managers planning and supervising operations to workers following the procedures put in place.

    C. Securities Laws

    Because the shares (the “Company Shares”) of TGS-NOPEC Geophysical Company ASA (the “Company”) are publicly traded on the Oslo Stock Exchange, directors, officers and employees of TGS and its subsidiaries must comply with the insider trading restrictions of Norwegian securities laws with regard to purchases and sales of TGS Shares. TGS’ Insider Trading Policy is contained in the Employee Manual.

    Employees who have questions pertaining to the sale or purchase of a security under circumstances that might involve confidential information or securities laws should consult with the Chief Financial Officer who may refer individuals to their personal attorneys.



    D. Antitrust Laws

    The United States federal government, most state governments, the European Economic Community and many foreign governments have enacted antitrust or “competition” laws. These laws prohibit “restraints of trade”, which is certain conduct involving competitors, customers or suppliers in the marketplace. Their purpose is to ensure that markets for goods and services operate competitively and efficiently, so that customers enjoy the benefit of open competition among their suppliers and sellers similarly benefit from competition among their purchasers.

    Strict compliance with antitrust and competition laws around the world is essential. These laws are very complex. Some types of conduct are always illegal under the antitrust laws of the United States and many other countries. Employees and other representatives of TGS must be alert to avoid even the appearance of such conduct. This prohibition applies whether the agreement is oral or written, explicit or implicit, formal or informal.

    Although the most well-known examples of illegal agreements involve price fixing or bid rigging, the antitrust laws prohibit agreements that allocate customers, territories or markets, agreements that regulate the volume of products sold or the terms of their sale, and agreements among purchasers that they will only purchase from sellers on specified terms. Additionally, in certain circumstances, the antitrust laws prohibit competitors from agreeing to boycott or unreasonably refusing to deal with third parties

    Not only do the antitrust laws prohibit joint activities that restrain trade, they also prohibit companies from unilaterally acting to eliminate competitors through anti-competitive conduct. Depending on the particular circumstances, the antitrust laws may reach such activities as below-cost pricing, price discrimination, tying the sale of one product with another, unnecessary acquisition of scarce supplies, and conduct that has the effect of unnecessarily raising a competitor’s costs.

    This discussion has not been an exhaustive statement of antitrust law but rather is designed to alert you to antitrust problems that you may face. Personnel are encouraged to consult with the Chief Financial Officer, the Compliance Officer, or Legal Department with any questions



    E. International Operations

    Laws and customs vary throughout the world, but all employees must uphold the integrity of TGS in other nations as diligently as they would do so in their home country. When conducting business in other countries, it is imperative that employees be sensitive to the legal requirements that apply to foreign operations, including the Foreign Corrupt Practices Act, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business, and the UK Bribery Act. The Foreign Corrupt Practices Act and the OECD Convention generally make it unlawful to give anything of value to “foreign officials”, foreign government officials, foreign political parties, party officials, or candidates for public office for the purposes of obtaining, or retaining, business for TGS. “Foreign Officials” may include employees of state owned foreign companies as well as governmental officials. The UK Bribery Act further extends this prohibition to include promising or giving a financial or other advantage to any person in order to induce that person to act improperly. Employees should contact the Compliance Officer or the Legal Department if they have any questions concerning a specific situation

    Prior to conducting business in a potential ‘conflict area’ of the world, the business decision makers should consider the ‘TGS Conflict Area Decision Making Checklist’ prior to engaging in those projects. The checklist follows

    TGS Conflict Area Decision Making Checklist:

    (Adapted from the checklist created by the Confederation of Norwegian Business and Industry (NHO) and Peace Research Institute of Oslo (PRIO), with contributions from the Royal Norwegian Ministry of Foreign Affairs, Statoil, Norsk Hydro and Storebrand.)

    1. Security concerns

    Will our workers, agents and the public at large be protected in accordance with our security precautions?

    2. Compliance with Norwegian, U.S. and local law

    Will our activity fully comply with our Norwegian corporate obligations, our U.S. legal obligations and the laws of the countries within which we perform services?

    3. Compliance with Human Rights

    Is TGS acting in a manner supportive of the UN Universal Declaration of Human Rights and its principles throughout our business operations?

    4. Legitimate Purpose of Business Operations

    What are the goals of our activities in this area? Are they acceptable from a stakeholder point of view?

    5. Direct and Indirect Responsibility

    Side-effects: What types of harmful side-effects can we foresee? What steps can we take to prevent or minimize these?
    Proportionality: Do we cause more harm than good in the host country?
    Indirect Complicity: Are we unintentionally complicit in someone else’s wrongful acts?

    6. Authority

    Is this decision process being handled at the proper level in the organization?

    F. Relationships with Public Officials

    Some employees do business with federal, state or local government agencies in their particular country. All employees engaged in business with a governmental body or agency must know and abide by the specific rules and regulations covering relations with public agencies. Such employees must also conduct themselves in a manner that avoids any dealings that might be perceived as attempts to influence public officials in the performance of their official duties.

    G. Bribery, Kickback and Fraud

    No funds or assets of TGS shall be paid, loaned or otherwise disbursed as bribes, “kickbacks”, or other payments designed to influence or compromise the conduct of the recipient; and no employee of TGS shall accept any funds or other assets (including those provided as preferential treatment to the employee for fulfilling their responsibilities) for assisting in obtaining business or for securing special concessions from TGS.

    TGS employees should conduct their business affairs in such a manner that TGS’ reputation will not be impugned if the details of their dealings should become a matter of public discussion

    Employees must not engage in any activity which degrades the reputation or integrity of TGS.

    To illustrate the strict ethical standard TGS expects every employee to maintain, the following conduct is expressly prohibited:

    • Payment or receipt of money, gifts, loans or other favors that may tend to influence business decisions or compromise independent judgment;
    • Payment or receipt of rebates or “kickbacks” for obtaining business for or from TGS;
    • Payment of bribes to government officials to obtain favorable rulings; and
    • Any other activity that would similarly degrade the reputation or integrity of TGS.


    Any employee found to be giving, receiving, accepting or condoning a bribe, kickback, or other unlawful payment, or attempting to initiate such activities, will be liable to termination and possible criminal proceedings against them. Any employee found to be attempting fraud or engaging in fraud will be liable to termination and possible criminal proceedings against them. All employees have a responsibility to report any actual or attempted bribery, kickback or fraud to TGS.



    H. Sanctions and Trade Embargoes

    The United Nations, United States government, the European Union, the OECD, and other governmental and nongovernmental organizations use economic sanctions and trade embargoes to further various foreign policy and national security objectives. Employees must abide by all economic sanctions or trade embargoes that have been adopted, whether they apply to foreign countries, political organizations or particular foreign individuals and entities. Inquiries regarding whether a transaction on behalf of TGS complies with applicable sanction and trade embargo programs should be referred to the Compliance Officer or Legal Department.

    I. Books and Records

    Financial Records - All employees with supervisory duties should establish and implement appropriate internal accounting controls over all areas of their responsibility to ensure the safeguarding of the assets of TGS and the accuracy of its financial records and reports. TGS has adopted controls in accordance with internal needs and the requirements of applicable laws and regulations. These established accounting practices and procedures must be followed to assure the complete and accurate recording of all transactions. All staff, within their areas of responsibility, are expected to adhere to these procedures, as directed by appropriate TGS officers.

    Any accounting adjustments that materially depart from financial accounting standards required by the Norwegian Børs must be approved by the Board of Directors of TGS and reported to TGS’ independent auditors. In addition, all material off-balance-sheet transactions, arrangements and obligations, contingent or otherwise, and other relationships of TGS with unconsolidated entities or other persons that may have material current or future effects on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses must be disclosed to the audit committee and TGS’ independent auditors.

    No employee or non-employee director may interfere with or seek to improperly influence, directly or indirectly, the auditing of TGS’ financial records. Violation of these provisions shall result in disciplinary action, up to and including termination, and may also subject the violator to substantial civil and criminal liability.

    If an employee becomes aware of any improper transaction or accounting practice concerning the resources of TGS, he or she should report the matter immediately to his or her supervisor or to a member of the audit committee. Employees may also file a confidential, anonymous complaint with the Compliance Officer, VP of Finance or CFO if they have information regarding questionable accounting or auditing matters. There will be no retaliation against employees who disclose questionable accounting or auditing matters.

    Information Retention - All records shall be retained for the period required by applicable laws and regulations and in accordance with TGS’ Information Retention Policy and E-Mail Retention Policy. Adequate records shall be developed and maintained to document TGS’ compliance with all relevant laws and regulations. All records necessary for business reasons shall be retained for a period of time that will reasonably assure the availability of those records when needed. All records not necessary for legal or business reasons and not required to be retained by law or regulation shall be destroyed in order to reduce the high cost of storing, indexing, and handling the vast amount of documents that would otherwise accumulate.

    Records vital to the ongoing operation of the business shall be identified and appropriately safeguarded. Documents that are not otherwise subject to retention for business reasons may need to be retained because of unusual circumstances, such as litigation or a government investigation. If for any reason it is felt that an unusual circumstance exists or arises, the Legal Department shall be notified immediately. When litigation or investigations occur, the Legal Department will notify the appropriate departments and direct that relevant categories of documents be labeled for retention until further notice. Destruction of records shall take place only in compliance with a standard written policy in order to avoid any inference that any document was destroyed in anticipation of a specific problem.

    The privacy and security of records shall be appropriately assured. This policy shall apply to records maintained on paper, microfilm and microfiche, magnetic tape, or other electronic data processing storage media. Records, such as notes, memoranda, letters, reports, computer disks, tapes, and so forth, maintained in individual offices, at home, or any other offsite location are subject to these guidelines and shall be managed consistent with these guidelines.

    J. Employment Policies

    TGS is committed to fostering a work environment in which all individuals are treated with respect and dignity. Each individual should be permitted to work in a business-like atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, TGS expects that all relationships among persons in the workplace will be business-like and free of unlawful bias, prejudice and harassment. It is TGS’ policy to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, national origin, religion, sex, age, disability, or any other status protected by law. TGS’ Non-Discrimination and Anti-Harassment Policies are contained in the Employee Manual.

    It is TGS’ policy to comply with all applicable wage and hour laws and other statutes regulating the employer-employee relationship and the workplace environment. To the extent TGS deals with labor unions, it is illegal under federal and state law for TGS or any of its employees or agents to pay to or receive anything of value from any labor organization.

    No TGS employee may interfere with or retaliate against another employee who seeks to invoke his or her rights under the laws governing labor and employee relations. If any employee has any questions about the laws or TGS policies governing labor and employee relations matters, he or she should consult the divisional intranet or Employee Manual or contact the Human Resources Department or Compliance Officer.

    TGS is committed to providing a safe workplace for all employees. In addition, several laws and regulations impose responsibility on TGS to safeguard against safety and health hazards. For that reason, and to protect the safety of themselves and others as well as the environment, employees and other persons who are present at TGS facilities are required to follow carefully all safety instructions and procedures that TGS adopts. Questions about possible health and safety hazards at any TGS facility should be directed immediately to the employee’s supervisor.



    K. Computer, E-mail and Internet Policies

    Every employee is responsible for using TGS’ computer system, including, without limitation, its electronic mail (E-mail) system and the Internet (collectively, the “Computer System”), properly and in accordance with TGS’ Communications Systems Policy detailed in the Employee Manual. Any questions about this policy should be addressed to the employee’s immediate supervisor or the IT Department.


    L. Former Government Employees

    Many laws restrict the hiring as an employee or retaining as a consultant of a government employee other than secretarial, clerical, or other low salary grade employees. These restrictions also cover informal arrangements for prospective employment under certain circumstances. Therefore, written clearance must be obtained from the Legal Department before discussing proposed employment with any current government employee and before hiring or retaining any former government employee who left the government within the past two years.



    Former Government Employees

    All employees have a responsibility to understand and follow the Code of Conduct. In addition, all employees are expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code of Conduct. A violation of this Code of Conduct may result in appropriate disciplinary action including the possible termination from employment with TGS, without additional warning.

    TGS strongly encourages dialogue among employees and their supervisors to make everyone aware of situations that give rise to ethical questions and to articulate acceptable ways of handling those situations. In addition, each officer and supervisory employee of TGS has an obligation to annually certify that he or she has read and reviewed this Code of Conduct with his or her subordinates, and every employee must certify that he or she has read this Code of Conduct and to the best of his or her knowledge is in compliance with all its provisions.

    The Code of Conduct reflects general principles to guide employees in making ethical decisions and cannot and is not intended to address every specific situation. As such, nothing in this Code of Conduct prohibits or restricts TGS from taking any disciplinary action on any matters pertaining to employee conduct, whether or not they are expressly discussed in this document. The Code of Conduct is not intended to create any expressed or implied contract with any employee or third party. In particular, nothing in this document creates any employment contract between TGS and any of its employees.

    The Board of Directors of TGS has the exclusive responsibility for the final interpretation of the Code of Conduct. The Code of Conduct may be revised, changed or amended at any time by the Board of Directors of TGS.

    IV. REPORTING SUSPECTED NON-COMPLIANCE

    A. General Policy:

    To assist in the administration of the Code of Conduct, TGS has established the position of Compliance Officer. As part of its commitment to ethical and legal conduct, TGS expects its employees to bring to the attention of the Compliance Officer, or any of the people he or she designates, information about suspected violations of this Code of Conduct or of law by any TGS employee or agent. Employees who have information about suspected improper accounting or auditing matters should bring it to the attention of their supervisors and/or a member of the audit committee, or submit an anonymous complaint. Employees are required to come forward with any such information, without regard to the identity or position of the suspected offender. TGS will treat the information in a confidential manner (consistent with appropriate evaluation and investigation) and will seek to ensure that no acts of retribution or retaliation will be taken against anyone for making a report.

    Because failure to report criminal activity can itself be understood to condone the crime, we emphasize the importance of reporting. Failure to report knowledge of wrongdoing may result in disciplinary action against those who fail to report.



    B. Complaint Procedure

    Notification of Complaint - Information about known or suspected violations by any employee or agent should be reported promptly. An employee should do so in writing whenever practical.

    Investigation - Reports of violations will be investigated under the Compliance Officer’s supervision, as he or she finds appropriate. Employees are expected to cooperate in the investigation of reported violations.

    Confidentiality – The Compliance Officer will not, to the extent practical and appropriate under the circumstances to protect the privacy of the persons involved, disclose the identity of anyone who reports a suspected violation or who participates in the investigation.

    Protection Against Retaliation - Retaliation in any form against an individual who reports a violation of this Code of Conduct or of law, even if the report is mistaken, or who assists in the investigation of a reported violation, is itself a serious violation of this policy. Acts of retaliation should be reported immediately and will be disciplined appropriately.