code of business conduct - v2 - louis berger group€¦ · our foundation is our ethical behavior...

Achieving Success I Putting Our Values into Action

CODE OF

BUSINESSCONDUCT

Version 2.3

At the core of everything we do is the promise to provide

solutions that have a positive impact on society.

We follow through on this promise by focusing on client needs

to deliver quality, safe, financially successful projects with

integrity.

Encompassing everything we do is our passion for our work, our

industry and for delivering on our promise to provide Solutions

for a better world.

From our executive leadership to our teams in the field, we

share a genuine sense of respect and stewardship for the places

where we work and the people whose lives we impact.

OUR VISION AND VALUES

Founded upon its values and competitive strengths, it is Louis Berger’s vision to build an integrated, worldwide practice that makes a positive contribution to society through the performance of quality services that meet our clients’ needs while providing a work environment that allows our employees to meet their professional and financial goals.

1LOUIS BERGER CODE OF BUSINESS CONDUCT

A Message from

James D. Stamatis President and CEO

Dear Colleagues,

Louis Berger has enjoyed tremendous growth and success since our founding in 1953. Dr. Louis Berger founded this company 60 years ago based on the notion that through our work, we should leave lasting and positive impacts on the social, economic and physical well-being of the communities where we work and live that truly embodies what we stand for: Solutions for a better world

Whether we are building infrastructure in developing countries, rebuilding war-ravaged states, improving the mobility and quality of life where we work and play in our cities, or navigating post-disaster recovery requirements, it is our ability to deploy technical experts quickly and bring our global knowledge to provide locally sensitive solutions within a local context that sets us apart from our peers. We specialize in managing and successfully delivering client programs in the world’s most complex environments.

As we continue to grow, we strive to stay true to the ideals and values upon which our company is based. We accomplish these values and ideals by being a trusted service provider, partner and member of the communities where we work. Our foundation is our ethical behavior with all of our constituents, not just in our compliance to laws, but in solidifying the common practices around our ethical behaviors and best practices in business. Our clients, partners and communities trust us to do the right thing, deliver quality services, and behave ethically and legally.

We are currently in an exciting period of corporate development in which our communications, operational systems and practices are better aligned with the technical excellence and project delivery expertise of our people. These investments are intended to help us be better educated and sensitized to the highest standards of ethical leadership as we continue to grow globally.

Thank you for your continued commitment and dedication to excellence.

Sincerely,

James StamatisPresident and CEO

ACHIEVING SUCCESS BY PUTTING OUR VALUES INTO ACTION2

Louis Berger

Code of Business Conduct The Louis Berger Code of Business Conduct represents our shared values on ethical business conduct. By consistently implementing these shared values every day – on every task and project – we distinguish ourselves from our competitors and send a powerful message to our customers and clients. No matter the business pressures, or where the project is located, Louis Berger commits to providing high-quality, ethical services in compliance with applicable laws.

The Code is especially important since the Louis Berger often provides services in countries with differing laws, cultures and business pressures. Maintaining a consistent ethical standard in such circumstances can be challenging unless a consistent set of shared values are implemented across the entire organization.

To make the Code a practical tool as well as representative of our shared values and challenges, a cross section of employees was involved in designing the concepts and drafting the document. Senior managers, business unit managers and the Audit Committee of the Louis Berger Board of Directors directly supported this process by reviewing and approving the Code.

It is Louis Berger’s objective to comply with all applicable laws. Therefore, in limited instances where provisions of the Code may be inconsistent with local legal requirements, Louis Berger will enforce the Code in compliance with applicable and local laws.

Louis Berger includes Holdings Berger France SAS/Louis Berger International, The Louis Berger Group, Louis Berger Service and Amman and Whitney. For ease of the reader, the firms will collectively be eferred to as “Louis Berger” in the Code.


Dear Colleagues, The Louis Berger Code of Business Conduct provides guidance to help you make ethical decisions while conducting business on our behalf. The ethical challenges and demands of our clients and government regulators are not static. Key aspects of our compliance program are always being reviewed to ensure that it stays relevant and effective. The Code represents our continued commitment as a company to always operate with integrity, irrespective of social or business pressures. Therefore, it is important that you read, understand and comply with these values.

The Code is the result of three factors: the labor of employees; a review of our “best practices” program; and an understanding of business challenges. I am pleased to say that the Code contains several important revisions, which I believe make it a better resource for you.

Here are some of the Code enhancements:• Broad statement of Our Vision and Values to help you better understand

company expectations• New and renewed corporate commitments on anti-corruption, retaliation,

conflicts of inte est, human rights and human traffickin• Clear expectations for implementing Code values• Real-world examples and simple-to-understand guidance• Improved layout and an easy-to-navigate index

We at Louis Berger are justifiably p oud of our professional work and its impact. Nonetheless, if after reading the Code you are uncertain about your responsibilities, or you wish to provide feedback on improving our program, please contact the Office of Compliance and Ethics using thecontact information provided in this document. Additionally, if you have questions regarding the appropriateness of any conduct, please use the resources outlined in this document.

Remember, your actions make it possible for Louis Berger to continue to distinguish itself in the marketplace as a company that is committed to providing solutions for a better world.

Sincerely,

Thomas Nicastro, Ph.D., CCEPSenior Vice President | Chief Compliance and Ethics Office

A Message from

Thomas Nicastro Senior Vice President | Chief Compliance and Ethics Office

PAGE INTENTIONALLY LEFT BLANK


A Message from James D. Stamatis 1

Louis Berger Code of Business Conduct 2

A Message from Thomas Nicastro 3

Responsibility to Do the Right Thing 6Ethical Actions ..................................................................................... 6

Authority ............................................................................................... 6

Integrity matters .................................................................................. 6

Who’s covered by the Code ............................................................... 7

Compliance with applicable laws, the Code, policies and procedures.................................................... 7

Compliance Committee ..................................................................... 7

We don’t tolerate retaliation .............................................................. 7

Louis Berger’s commitment to compliance and ethics .................... 8

Compliance matters ............................................................................ 8

Office of Compliance and Ethic ........................................................ 8

Human Resources ................................................................................ 8

Office of General Counse .................................................................. 8

Louis Berger develops ethical leadership ......................................... 8

Training ................................................................................................. 8

Your responsibility ............................................................................... 9

Ethical decision making ...................................................................... 9

Watch out and speak up ................................................................... 10

Reporting matters .............................................................................. 10

Government investigations ............................................................... 10

Government disclosure ..................................................................... 10

Responsibilities to One Another 12Louis Berger’s commitment to teamwork and innovation ................12

Harassment-free workplace .............................................................. 13

Safety, employee health and security .............................................. 14

Substance abuse ................................................................................ 14

Protecting Louis Berger assets ......................................................... 15

Electronic media ................................................................................ 15

Privacy of employee information ..................................................... 16

Communicating with the public ....................................................... 17

Standards for personal use of social media .................................... 17

Responsibilities to Private Sector Clients, Government Clients and Business Partners 18

Business partner relations .........................................................................18

Ethical dealings.................................................................................. 18

Integrity in government contracting ................................................ 18

Business partner diversity ................................................................. 19

Trade restrictions and economic embargoes .................................. 20

Technology transfers ......................................................................... 20

Boycotts .............................................................................................. 20

Conflicts of inte est ........................................................................... 21

Potential conflicts of inte est ............................................................ 21

Gifts and business courtesies ........................................................... 23

Creating business records ................................................................ 24

Accuracy and transparency in financial eporting ........................... 24

Records management ....................................................................... 24

Accurate time charging and expense reporting ............................. 25

Confidential company informatio .................................................. 26

Competitor information .................................................................... 27

Louis Berger’s confidential, p oprietary and other nonpublic business information ....................................................... 26

Responsibilities as Corporate Citizens 28Environmental sustainability ............................................................. 28

Social responsibility ........................................................................... 29

Fundamental human rights ............................................................... 29

Human rights/traffickin ................................................................... 29

Anti-corruption and bribery .............................................................. 30

Facilitating, expediting, or grease payments: “Facilitating payments” ..................................... 30

Examples of routine non-discretionary government action for which payments may be approved ............................................ 30

Political involvement ......................................................................... 31

Insider trading .................................................................................... 32

Anti-trust and fair competition ......................................................... 33

35Certification Statement

Index 36

Contents


Ethical ActionsIn today’s global market, no matter where in the world Louis Berger operates, we take pride in conducting our business in accordance with the highest ethical standards. Our Vision and Values state how each of us is expected to conduct business at Louis Berger. It frames our Code of Business Conduct that, in turn, shows us how to apply these standards in our daily work.

Our success at Louis Berger depends on our individual integrity. Integrity is an innate quality that guides behavior. It enables us to do what is right in any given situation. Doing the right thing is the foundation of our long-term success. As individuals, our personal integrity means that others can trust our actions to match our values and depend on our reliability to be honest, fair and forthright. Integrity means we comply with all laws applicable to our business, deliver a quality product, and treat our clients fairly and with respect. Additionally, integrity means we will always honor our commitments and be a reliable business partner. Integrity not only enhances our brand but also protects our reputation. Integrity enables us to thrive in today’s demanding, complex and competitive business environment.

The Code communicates the standards and values that Louis Berger expects you and anyone else acting on behalf of Louis Berger to apply. It is also a resource to help when you have questions about what to do in specific situations. By followingthe Code and Louis Berger’s Vision and Values, we ensure that our business activities and decisions are consistent with applicable laws, policies and procedures, general ethical business standards, and the expectations of our clients and business partners.

Responsibility to Do the Right Thing

Authority

The Code has been approved by the Audit Committee of the Louis Berger Board of Directors. The Audit Committee consists of directors appointed by, but independent of, the Louis Berger Board of Directors.

Integrity matters

We are continually judged by our behavior — not simply by whether we are law-abiding, but also by how we demonstrate integrity. We all like to think that we are honest, responsible, respectful, trustworthy, dependable and loyal. In the business world, however, our integrity can be tested. The lure of being selected for an assignment, financial gain, or business or individualsuccess can challenge our commitment to conduct ourselves with integrity.

Louis Berger depends on you to conduct yourself responsibly, consistent with the law and Louis Berger values. When we all act in this way, we enhance the honor, reputation and usefulness of ourselves, our professions and Louis Berger.


Who’s covered by the CodeAll Louis Berger employees are covered by the Code. The Code provides the ethical framework and standards for conducting business on behalf of Louis Berger anywhere we do work around the world. This includes all of our domestic and foreign subsidiaries and operations where Louis Berger has a controlling interest. The Code applies to all shareholders, directors, officers, managers,full-time and part-time employees, as well as to temporary, contract and local employees.

Third parties, including suppliers, vendors, subcontractors, joint venture partners, prime contractors, agents and consultants, can act as an extension of our company. Such partners who conduct business on behalf of Louis Berger are collectively referred to in this document as “business partners.” Our business partners are expected to carry out their responsibilities on behalf of Louis Berger in a legal and ethical manner and to adhere to the spirit and the intent of the Code, as well as any applicable contractual obligations. Business partners’ conduct can have a positive or negative impact on our business reputation, and can result in legal liabilities for Louis Berger.

Compliance with applicable laws, the Code, and policies and proceduresAs a Louis Berger employee, you are responsible for being aware of relevant laws and regulations that apply to your work. You must be vigilant in complying with all applicable laws and regulations and alert to changes in the law or new requirements that may affect your responsibilities.

You are required to comply with all Louis Berger policies and procedures.

Some clients also require Louis Berger to be in compliance with additional regulations when working on their behalf. These additional requirements can be found on the Louis Berger Intranet. You must comply with these supplements while working on projects for these clients.

Working globally can raise additional compliance and ethics issues because in many cases local business and cultural practices vary. While we respect the norms of our clients and colleagues throughout the world, you must comply with applicable laws, the Code, and policies and procedures unless they are inconsistent with local law. If you have questions, seek guidance from any resource listed in the Code.

Compliance committeeViolating applicable law, the Code, or policies and procedures, or encouraging others to do so, exposes Louis Berger to liability and puts our reputation at risk. If a compliance or ethics problem does arise, you must contact one of the resources listed in the Code so that Louis Berger can investigate the allegation and take corrective steps.

Louis Berger’s corporate compliance committee, working with the Office of Compliance an Ethics, reviews allegations and investigations made against employees and business partners. It will then make the appropriate disciplinary action recommendations to your Louis Berger president. Your failure to comply with committee disciplinary action recommendations is considered personal misconduct. Membership in the committee will vary by company. Generally the committee is composed of senior Louis Berger managers, including the HR director. You should contact your Compliance and Ethics Officer or H director for the composition of your committee. For details concerning enforcement of the Code and the consequences of violations (subject to the applicability of local laws and regulations), refer to the Louis Berger Intranet.

We won’t tolerate retaliationLouis Berger will not tolerate retaliation or retribution against anyone who makes a good faith report of an alleged violation of the law, the Code, or policies and procedures, even if the investigation finds no w ongdoing.


Louis Berger’s commitment to compliance and ethics Louis Berger is committed to supporting your efforts to comply with the Code and has developed resources to assist employees in understanding and adhering to the Code.

Office of Compliance and Ethic

Louis Berger has established an Office ofCompliance and Ethics led by the Chief Compliance and Ethics Officer (CCEO). The

CCEO provides direction and oversight to the compliance and ethics program. The Office ofCompliance and Ethics is tasked with preventing and detecting violation of law and the Code. It also identifies and assesses a eas of compliance risk, conducts training, implements a retaliation-free internal reporting system, mentors employees in compliance and conducts investigations when necessary. The CCEO reports administratively to the

Louis Berger CEO and functionally to the Audit Committee of the Board of Directors.

Human Resources

Louis Berger’s offices of human esources provide direction and oversight for all human resources functions, including policy compliance and complaint procedures. Human resources develops, monitors and enforces company policies and procedures. It also identifies and assesses needs for trainingand conducts investigations when necessary.

Office of General Counse

The Office of General Counsel is led by theGeneral Counsel. The Office assists employeesto understand laws and regulations applicable

to the company’s business activities. The Officealso assists the CCEO in investigations and in identifying and mitigating areas of legal risk requiring policies and procedures.

Louis Berger develops ethical leadership

Louis Berger leaders are required to: • Lead by example, exemplifying the highest

standards of business conduct;• Be a resource for others and communicate

to employees and business partnersabout how the Code and policies apply todaily work;

• Listen to employees;• Seek opportunities to discuss and address

the application of the Code with others;• Create a secure, retaliation-free work

environment that exemplifies theLouis Berger values and the Code;

• Promote a culture that makes everyonefeel comfortable asking questions andreporting potential violations of the Codeand policies;

• Recognize limits of authority;• Delegate authority only where permissible

and to individuals who will carry outthose tasks in a compliant andresponsible manner;

• Supervise business partners to ensurethat they understand Louis Berger’sexpectations of them to conform to thespirit and the intent of the Code; and

• Promptly report possible violations orconcerns to the Office of Complianceand Ethics.

Training

Louis Berger has a Compliance and Ethics Training Program. You are responsible for completing all compliance and ethics training on a timely basis and providing an attestation confirming that you have ead, understand and will abide by the Code.

Compliance matters

Much of our work involves governments, government-controlled bodies and public international institutions. Therefore you must understand and comply with laws, rules and regulations pertaining to anti-corruption, government procurement, reporting and disclosure. Our policies and procedures are designed to help you comply.


Your responsibilityAs a Louis Berger employee, you have the responsibility to be compliant and to always maintain the highest ethical and legal standards. In particular you must:• Abide by applicable laws, the Code,

policies and procedures, and all client-specific equirements that apply toyour work;

• Always be professional, honestand responsible;

• Complete all required employee training ina timely manner;

• Complete annual certification on the Codeand maintain your current professionalstandards and expectations;

• Promptly report possible violations of thelaw, the Code, or policies and proceduresto resources provided in the Code;

• Cooperate and truthfully respond toinvestigations and audit requests;

• Never alter or destroy records in responseto an investigation or if you anticipatean investigation;

• Never ask or pressure another person to dosomething on your behalf thatis prohibited;

• Never permit business pressures to be anexcuse for violating the law, the Code, orpolicies and procedures; and

• Keep any information you may know aboutan investigation strictly confidential unlessotherwise instructed by the Office ofCompliance and Ethics.

Ethical decision making

As a Louis Berger employee, you have a responsibility to make ethical decisions. Making the right decision is not always easy. There will be times when you will be under pressure or unsure of what to do. Always remember that when you have a tough choice to make, you are not alone. The resources cited throughout the Code are available to help you.

When faced with ethical decisions, pause and ask these questions:

• Is it the right thing to do?• Is it legal?• Is it consistent with the Code and Louis Berger policies and

procedures?• Have I considered all the options?• Will I be comfortable telling others about

my decision?• If it’s subsequently made public, can I honestly say I’d be

proud of the choice I made?• What is the possible impact of my actions on Louis Berger,

my family and others?


federal, state or local agents or perhaps be served with a subpoena. Louis Berger expects you to cooperate with these agents, but you must contact the Office of Genera Counsel and/or the Office of Complianc and Ethics as soon as possible. Until you have received guidance from the Office o General Counsel, you should avoid answering any questions, providing documentation, or permitting a search of the premises, if possible. This will ensure that legal rights are preserved and responses are accurate, timely and appropriate. When notified of a investigation, take prompt action to preserve documents that may be relevant.

Disclosure of possible improper conduct on U.S. government contracts

The U.S. Federal Acquisition Regulations (FAR) require timely disclosure of any wrongdoing in connection with the award, performance, or closeout of certain U.S. government contracts. Disclosure may be required if Louis Berger has credible evidence that a principal, employee, agent or subcontractor has committed a violation of federal criminal law involving fraud, conflic of interest, bribery, gratuity violations or a violation of the civil U.S. False Claims Act.

If you have any questions about compliance with this provision, contact the Office o Compliance and Ethics or the Office of th General Counsel.

Reporting matters

Employees have the opportunity to help Louis Berger improve every time a question is asked or a concern raised. When you seek clarification of a policy or eport questionable conduct, you are protecting your colleagues and the reputation of Louis Berger. Remember, an issue cannot be addressed unless someone knows about it. Please note that for privacy reasons the precise nature of disciplinary measures may not be shared with the person making the report.

Watch out and speak upLouis Berger wants you to ask questions if you are unclear about any of the information presented in the Code and also to speak up when you see possible violations. You will see “watch out and speak up” examples throughout the Code. When you need to speak up, you may use any of the following resources, but most importantly, you are encouraged to speak with the person with whom you feel most comfortable:• Your supervisor or any other member

of management• Any member of the Office of Compliance

and Ethics, in person or by mail at any ofthe following offices - Washington, D.C. – Primary Offic - New York, N.Y. - Greenville, S.C. - Paris, France - By e-mail: [email protected]

• Any member of the Office ofGeneral Counsel

• Director of Human Resources (HR) or localHR Representative

• Helpline +1.877.315.9932 or www.tnwgrc.com/louisberger

• International Dialing Instructions by countryavailable online.

Government investigations

As a Louis Berger employee, you may in the course of business be contacted by


Q What if someone uses the Helpline to make an anonymous call or falsely accuses someone else of wrongdoing?

A All reports will be promptly investigated. Anyone found to have used the Helpline in bad faith to spread falsehoods, or threaten others with the intent to unjustly damage another person’s reputation will be subject to disciplinary action up to and including termination.

Q I just learned that a good friend of mine has been accused of sexual harassment and that an investigation is being launched. I can’t believe it’s true and I think it’s only fair that I give my friend an advance warning so that he can defend himself. Don’t I have a responsibility to tell my friend?

A No, a fair and impartial investigation will be conducted. Under no circumstances should you give your friend a heads-up. Your friend will be given the opportunity to respond to the allegations. An allegation of sexual harassment is a very serious matter with implications not only for the individuals involved but also for Louis Berger. Alerting your friend could jeopardize the investigation and potentially expose Louis Berger to additional risk.

Q I reported that my supervisor was billing time to a client while working on business development activities. Since then, I feel I have been retaliated against. Can I bring this concern to the Helpline for a resolution? A Yes, you can call the Helpline. We take claims of retaliation seriously. Reports of retaliation will be promptly investigated. If the allegations are found to be true, retaliators will be disciplined up to and including termination.

Q As a manager, what are my obligations if someone comes to me with a possible violation of the Code? A Your obligation is to report all allegations to the Office of Complianceand Ethics, no matter whom it involves, including allegations against a leader on the management team. The Office ofCompliance and Ethics will investigate; under no circumstance should managers undertake any investigation on their own.


Louis Berger’s commitment to teamwork and innovation Louis Berger embraces a commitment to diversity of individuals in our workforce and a sense of teamwork among our employees. As a global company, we are committed to: • Making a positive contribution to society;• Ensuring the ethical sound performance of quality services

that our clients and business partners expect;• Providing a work environment that allows you to meet your

professional development goals;• Creating an environment that cultivates new ideas by

encouraging you to be forward-thinking;• Collaborating and building on unique perspectives, original

solutions and pioneering work; and• Promoting communication, respect and diversity of ideas.

We believe that diversity in experiences, thoughts and capabilities is essential to compete successfully in today’s global economy. The differences among people, their backgrounds, life experiences and ideas give Louis Berger a competitive advantage. It is Louis Berger policy that no employee shall be directly supervised by a family relation. Any employee who has a personal relationship with another employee must be aware of and adhere to company policy on sexual harassment. Managers are responsible for ensuring equitable treatment of employees regardless of familial relationships.

At Louis Berger we treat one another with respect and fairness. Colleagues, job applicants and business partners are judged on the basis of their qualifications, demonstrated skills andachievements. Louis Berger is an Equal Opportunity Employer and supports laws prohibiting discrimination based on a person’s age, race, creed, color, religion, gender, national origin, physical or mental disability, marital status, sexual orientation, status of citizenship, or other protected characteristics.

Responsibilities to One Another


How can I implement our values?As a colleague:

• Treat others respectfully and professionally;• Avoid making comments or

sending information that might beconsidered offensive;

• Never discriminate against anyone onthe basis of characteristics protected byapplicable law or the Code;

• Never tolerate sexual harassment,including requests for sexual favors andother unwelcome verbal or physicalconduct of a sexual nature;

• Do not display sexually explicit or offensivepictures while at work or on company-issued equipment; and

• If you experience or see any harassment,promptly report the incident to yoursupervisor or any of the resources providedin the Code.

As a manager or supervisor:

• Promote the importance of diversityin ideas, perspectives and decisions inemployment decisions;

• Use only business-related criteria inevaluating the performance of colleaguesand subordinates; and

• Review your own decisions to ensure thatobjective merit and business considerationsdrive your actions.

Harassment-free workplace Everyone is responsible for creating and maintaining an environment free of harassment, intimidation and abuse. Verbal or physical conduct that harasses another, disrupts another’s work performance, or creates an intimidating, offensive, abusive or hostile work environment will not be tolerated.

Q One of my co-workers sends e-mails containing jokes and derogatory commentsabout certain nationalities. They make me uncomfortable, but no one else has spoken up about them. What should I do?

A It is your responsibility to report possible misconduct to your supervisor or any ofthe other resources listed in the Code. Sending such jokes is contrary to our values, and it violates our policies pertaining to the use of e-mail and our standards on diversity, harassment and discrimination. By doing nothing, you condone inappropriate conduct and possibly tolerate harassment and/or discrimination.

A common form of harassment is sexual harassment, which occurs when an intimidating, offensive, or hostile work environment is created by unwelcome sexual advances, insulting jokes or other offensive verbal or physical behavior of a sexual nature.

• Unwelcome and repeated remarks,gestures, or physical contact;

• The display of sexually explicit or offensivepictures or other similar materials;

• Sexual or offensive jokes or comments(explicit or by innuendo);

• Verbal abuse, threats or taunting;• Dismissive attitudes or comments about

our anti-harassment policies; or• Depiction of harassers as victims or of

victims as complainers.

Watch out and speak up when you observe:


Safety, employee health and securityLouis Berger is committed to providing a healthy, safe and secure work environment for all employees and visitors to our facilities. You are responsible for acting in a way that protects others, and for operating in accordance with applicable laws, the Code, policies and procedures. We can achieve our goal of a healthy, safe and secure work environment only through the active participation and support of everyone.

Situations that may pose a health, safety or security risk must be reported immediately. Be proactive and speak up. The more we communicate, the better we can respond to any unsafe or unhealthy working conditions. In some instances, you will need to follow the policies

of clients and business partners where we share facilities. Louis Berger often works in conflict a eas. If you work in these areas, you must understand the risks and conduct yourself in as safe a manner as possible. Seek guidance from your supervisor in these situations.

Substance abuse

The use of illegal drugs, as well as the abuse of prescription or over the counter drugs or alcohol, impairs job performance. It can lead to a loss of proper judgment, irresponsible conduct and an unsafe work environment with

the potential for accidents, personal injury or fatalities. Therefore, employees may never carry out Louis Berger work while under the influenceof such substances.

Alcohol may be available at business-related events such as some client visits, corporate celebrations or meals, unless prohibited by local law.

Employees are responsible for keeping their alcohol consumption to a minimum at such events. Never consume alcohol to the point of impairment at business functions. Employees are responsible for complying with policies and procedures on the use of drugs and alcohol.

How can I implement our values?• Promptly report any acts or threats of

violence made against you or which youobserve in the workplace.

• Know and observe the health, safety andsecurity rules and practices that apply toyour job.

• Notify your supervisor immediately aboutany unsafe equipment or any situation that could pose a threat to health, safety or security.

• Stop working in any situation or with anyequipment that is unsafe.

• Maintain a neat, safe workingenvironment free of obstacles and otherpotential hazards.

• Be proactive and make every effort toanticipate and address safety, health andsecurity hazards.

• If you work in conflict or other similarlhigh-danger environments, understandthe security situation and maintaincommunications with management and yoursecurity coordinator.

• Lax enforcement of security standards,such as facility entry procedures andpassword protocols;

• Threats, intimidation and violence;• Intentional damage to someone else’s

property or aggressive actions that causessomeone else to fear injury; and

Q While on a business trip,a colleague repeatedly asked me out for drinks and made comments about my appearance that made me uncomfortable. We weren’t in the office and itwas after hours, so I wasn’t sure what I should do.

A Tell your colleague that suchactions are inappropriate and must stop. If they continue, you need to discuss the situation with your supervisor. This type of conduct is not tolerated during working hours nor is it tolerated in any work-related situation, including business trips. Watch out and speak up

when you observe:


• Unauthorized possession of fi earms, weapons or explosives on Louis Berger premises or in fieldwork locations.

Protecting Louis Berger assets As a Louis Berger employee, you are entrusted with company assets and are responsible for protecting them and using them with care. Louis Berger assets include funds, facilities, equipment, information systems, intellectual property, time and confidential information.Louis Berger assets should be used for business purposes and never be used for outside businesses or outside employment.

Louis Berger may choose to inspect any asset at any time for a business reason. The contents of any desks, cupboards, company cars, private cars on company property, company-owned computers, and communication or other electronic devices may on occasion be inspected and reviewed. All content on company-owned electronic equipment and devices is Louis Berger property.

Electronic media

When using electronic media, you must observe IT security protocols. When you create, store and send content, ensure that it will not offend others or embarrass Louis Berger. Keep passwords confidentialand prevent unauthorized individuals, including friends and family, from using and accessing Louis Berger systems. The copying or use of unlicensed or pirated software on computers and other equipment is strictly prohibited.

How can I implement our values?• Avoid any use of Louis Berger assets in a

manner that might cause loss or damage.• Follow all policies and procedures that

are intended to help control and maintain our resources.

• Promptly inform your supervisor and the Office of Compliance and Ethics if yoususpect any fraud or theft.

• Use of software that has not been properly licensed;

• Louis Berger property that is not properly secured;

• Unauthorized access or use of Louis Berger equipment;

• Unknown individuals without proper credentials in our facilities; or

• Password sharing.

Q I have a part-time business that I mostly run on my own time, but once in a while I get calls about my business while I’m at work or I may need to send an occasional e-mail or make some copies. Is this going to be a problem?

A This question brings up two issues: the appropriate use of electronic media and possible conflict of inte est. Incidental and infrequent personal use of our electronic devices and networks is permissible. Employees who are also self-employed may not conduct their personal work on Louis Berger premises, equipment or time. Before you engage in any outside employment, you must disclose and discuss this with your supervisor for his or her concurrence. This will ensure that there are no conflicts of inte est and that possible concerns are addressed.



Privacy of employee informationLouis Berger is committed to complying with all applicable privacy laws to maintain your trust and the trust of our clients and business partners whenever they share personal information with us.

For Louis Berger to function, it needs to collect and use a variety of information, including personal information relating to our employees, clients and business partners. Personal information is any information that identifies an individual. Examples includegovernment-issued identification documents,name, age, date of birth, national origin, citizenship and health conditions. You trust Louis Berger to appropriately safeguard your personal and confidential information.It is used only for authorized purposes and will be securely retained no longer than necessary or legally required. You may collect and use personal information only for a legitimate business purpose and you must apply reasonable safeguards to prevent the unauthorized access, disclosure, or destruction of the information. Louis Berger will share personal information with third parties only if necessary and only if they are committed to the same high standards.

Louis Berger reserves the right to search, audit, investigate or otherwise monitor the use of any company equipment and to access personal information maintained on company equipment. This includes computers, company e-mail accounts, phones, desks and companycars. When conducting investigations,Louis Berger will observe all applicable laws,the Code, and policies and procedures. Inaddition Louis Berger recognizes that in somecountries the protection of personal data iscovered by specific legislation and egulation.

How can I implement our values?• Follow the law, the Code, policies and

procedures to protect all personal andconfidential information of cur entand former colleagues as well as jobapplicants, business partners and clients.

• Never share confidential or personalinformation with unauthorized individualsor entities.

• Refer all requests for employee informationfrom law enforcement, regulatory authoritiesand any other person outside Louis Bergerto Human Resources or the Office oGeneral Counsel.

• Collect or store personal information onlyfor a legitimate business reason.

• Don’t access or discuss confidential opersonal information without a legitimatebusiness reason.


Standards for personal use of social media

Be careful when writing communications that might be published online. Follow these standards:

Respect the privacy of employees, clients and business partners. If you, as a private individual, participate in online forums, blogs, newsgroups, chat rooms, bulletin boards or other social media such as Facebook and Twitter, remember that you are not to speak on behalf of Louis Berger nor give the impression that you are speaking on behalf of Louis Berger.

Ask yourself, “Am I saying the right thing as a Louis Berger employee — even when I am using my personal account?”

Never send or post confidential business orgovernment-classified information

Don’t send or post information that could damage Louis Berger’s or a business partner’s reputation.

Communicating with the public Louis Berger must exhibit objectivity, openness and honesty in its communications with the public. Louis Berger needs consistency when making disclosures; providing information, collateral, and/or branding materials; and placing advertisements. It is imperative that only authorized persons speak on behalf of Louis Berger. Compliance with Louis Berger’s communications policy entails the following.• Prior to making public speeches, writing

articles for professional journals, or otherpublic communication, notify CorporateCommunications and obtain propermanagement approvals.

• Direct all inquiries from reporters andother outside sources about our activities,sales, financial esults or strategic plans toCorporate Communications.

• If you identify yourself as an employeeon a social media site, you are bound byLouis Berger’s ethics policies regardingprofessionalism and public releaseof information.

• Never speak “off the record” to reportersor others who ask you for informationabout Louis Berger or our clients.

To learn more:• Discuss any questions or concerns

regarding release of informationor communicating with the publicwith Corporate Communications [email protected].


Business partner relations Just as Louis Berger is committed to dealing fairly with our business partners, we expect them to act ethically and legally in their dealings with us. The actions and the reputation of any business partner can have a significant e fect on our reputation and corporate brand. Consequently, Louis Berger is committed to selecting business partners that comply with the law and abide by the values contained in the Code.

Ethical dealingsLouis Berger is committed to conducting business activities ethically and legally. This is paramount to everything we do. Louis Berger treats clients and business partners fairly and works to understand and complete their missions. We respect people and communities affected by our work and always remain loyal to our shared values and compliance and ethics standards.

You must never knowingly make false or misleading statements to anyone doing business with Louis Berger. We anticipate our clients’ needs and target our actions to meet their goals while conducting our business truthfully and with trust. In short, we treat our clients and business partners as we would like to be treated. The principles described below apply to private sector clients, government clients, and business partners.

Integrity in government contractingLouis Berger’s values stress the importance of honesty and openness in our business and client interactions. We take the trust our clients put in us seriously. Louis Berger follows specificlaws and procedures designed to ensure that U.S. and other government contracts are awarded fairly. To ensure compliance with these rules, you: • Must follow bid, tender and other contracting rules and

requirements;

Responsibilities to Our Private Sector Clients, Government Clients and Business Partners


• Must not offer, give or authorize any itemof value, gift or money to a governmentemployee for the purpose of gaining aninappropriate business advantage;

• Must not share or obtain prior, during, orafter a bid any confidential informationassociated with that bid in violation ofapplicable tendering rules and procedures;

• Must not agree with a competitor orbusiness partner to submit a non-competitive bid;

• Must not have undisclosed employmentdiscussions with a government employeewho is engaged in the procurementprocess, or has discretionary authorityover the award of a contract for whichLouis Berger has submitted or intends tosubmit a bid; or

• Must not use or compensate a formergovernment employee who served as aprocurement official during the p ecedingone-year period in the governmentdepartment in which the bid is beingsubmitted without prior approval fromthe CCEO.

Sometimes Louis Berger partners with companies on one project while competing against them on other projects. It is particularly important that we do not improperly use partner cost and pricing information when competing against them on other projects.

How can I implement our values?• Treat clients and business partners fairly and

honestly, consistent with the Code and ourVision and Values.

• Promptly report to your supervisor anyerror, omission, undue delay or defect inthe quality of our services.

• Always act fairly and justly with vendorsand subcontractors.

• Promise only what you can deliver, anddeliver what you promise.

• Consider the reputation, technicalcapabilities, resources, value and industry

standards when selecting business partners on Louis Berger projects.

• Properly document all contract terms.• Monitor business partners for adherence to

the Code and other ethical standards.

• Delivery standards or compliance withapplicable law, the Code, policies, andprocedures that are not being met; and

• Telling people what they want to hearrather than the truth; if a situation isunclear, begin by presenting a fair andaccurate picture as a basis for decisionsor recommendations.

Business partner diversityDiversity of business partners is good for us, our clients and for the community. Louis Berger identifies qualified minority anwoman-owned business enterprises, small business enterprises and local business enterprises capable of providing products and services. Louis Berger continues to build upon its business partner base to reflect the diversity of the overall communityand meet competitive bidding and procurement procedures.

Q Is it ever appropriate to pay a business partner in cash?

A You should always consider this a warning sign. Beforeproceeding, get guidance from your procurement department representative and the Office of Compliance and Ethics. ith a very few exceptions, Louis Berger will make all payments by check, bank order or credit note. When cash payments are necessary, adequate safeguards must be implemented to ensure that the payment is for a legitimate purpose and that it is properly documented.



Trade restrictions, sanctions and economic embargoes Louis Berger complies with all applicable trade restrictions, sanctions and economic embargoes. We expect all of our business partners to do the same when acting on behalf of Louis Berger.

Many of our clients — including the World Bank, United Nations, and the U.S. and other governments — have trade restrictions, sanctions and economic embargoes that prohibit Louis Berger from dealing with specifically identified individuals, entities a countries. These trade restrictions, sanctions and economic embargoes may prohibit commercial and financial transactions, travel

the export of goods (including hardware and software) and the exchange of information (e.g., technology transfers). Finally, these trade restrictions, sanctions and economic embargoes may also impact your

ability to carry your computer and other IT equipment to certain restricted countries.

Trade restrictions, sanctions and economic embargoes are complex and may in certain instances be in conflict with one anothe . In instances where Louis Berger is considering dealing with new clients, governments or countries, it is imperative that the procurement department conduct a review of the new customers, governments or countries to ensure no trade restrictions, sanctions and economic embargoes apply that would prohibit Louis Berger from dealing with them.

Similarly, if there are requirements in a tender that requires Louis Berger to deal with clients, governments or countries that are subject to trade restrictions, sanctions and economic embargoes, Louis Berger will not respond to the tender if the offeror does not agree to eliminate these requirements. Employees needing guidance on trade restrictions, sanctions and economic embargoes should contact [email protected].

Boycotts

U.S. law prohibits Louis Berger from participating in another nation’s economic boycotts or embargoes. Conduct that is prohibited includes:• Agreements to refuse, or actual refusal,

to do business with or in Israel or withblacklisted companies;

• Agreements to discriminate, or actualdiscrimination, against persons based onage, race, creed, color, religion, gender,national origin, status of citizenship or otherprotected characteristics;

• Agreements to furnish, or actualfurnishing of, information about businessrelationships with or in Israel or withblacklisted companies;

• Agreements to furnish, or actual furnishingof, information about age, race, religion,gender, national origin, status of citizenshipor other protected information; and

• Implementing letters of credit or contractscontaining prohibited boycott termsor conditions.

Louis Berger will not participate in any boycott request. You must promptly report to the Office of General Counsel any equest from a client or business partner requiring us to participate in a boycott of any person, item or service as listed above.

Technology transfers

U.S. and local export rules may restrict the transfer of technology and technical data to some foreign countries or their nationals:Transfers can occur through the internet, e-mail, conversations, meetings and database access.


How can I implement our values?Exports (hardware, software and technology)

• Understand which trade restrictions,sanctions or economic embargoes mayapply before you export any item.

• Obtain all necessary licenses before theexport or re-export of any products,services or technology.

• Report complete and accurate informationregarding every exported product.

Business development

• Comply with procurement andcontracts requirements as well as allappropriate screening procedures beforecommitting Louis Berger to any businesspartner relationship.

• Promptly report to the Office of GeneralCounsel any request to join in, support, orfurnish information concerning the age,race, creed, religion, gender, national origin,status of citizenship, or other protectedcharacteristics of our employees, clientsand business partners.

Conflicts of interestAs a company, Louis Berger has a duty to act fairly and with integrity when dealing with our clients and business partners. We must not jeopardize the trust our business partners place in us by ever allowing personal gain or personal financial interest to cloud our judgment or come ahead of the interests of our company, our clients or our other business partners. We will not knowingly enter into a relationship with a client while having an interest with another client that could materially interfere with the proper exercise of our judgment on the first client s behalf, without fully discussing the circumstances creating the conflict with each client and taking appropriate action.

A conflict of inte est may happen whenever you, or a member of your immediate family, has a competing personal interest that may interfere with your ability to make an objective decision with respect to the client or our other business partners. You are expected to use good judgment and avoid situations that can lead to even the appearance of a conflict

As employees, we have a duty of loyalty to Louis Berger that requires us to act in the best interests of the company, even when our personal interests are in conflict

Potential conflicts of inte est

Self-dealing and corporate opportunities — If you learn about a business opportunity in the course of doing your job, this opportunity belongs to Louis Berger. Personal and family interests — These are situations in which a member of your immediate family works for or with (or has a significant ownership inte est in) one of our competitors, suppliers, contractors, subcontractors, consultants, or clients.Information-handling — Always treat information coming to you in the course of your work at Louis Berger as confidentialand do not use such information for personal profit.Outside employment — Always disclose and discuss with your supervisor any outside employment, side jobs or personal business. Former government employees — Have you complied with Louis Berger’s policy and procedures when hiring former government employees?Personal investments — This requires a significant investmentin or obligation to one of Louis Berger’s competitors, suppliers, clients or business partners. Civic activities and outside organizations — Outside activities could conflict with your duties at Louis Be ger or negatively impact your job performance.


Because conflicts of inte est are not always clear-cut, you must keep your actions transparent and fully disclose to your supervisors any actual or potential conflictsof interest that you may have. Once they are disclosed, Louis Berger can then properly evaluate, monitor and manage them.

Ownership or the holding of a decision-making position by you or a member of your immediate family in an actual or potential competitor, supplier, contractor, subcontractor, consultant or client of Louis Berger may create a serious conflict of inte est. It may violate applicable laws, the Code, and policies and procedures and subject you individually and/or Louis Berger to liability.

Accordingly, unless you first obtain theprior written approval of your business unit manager or the Office of Compliance andEthics, you must not select, retain, negotiate with, or supervise any supplier, contractor, subcontractor or consultant, or participate in the submission of bids, negotiate nor manage any project on behalf of Louis Berger for any client for which you or a member of your immediate family is a principal or office , or has any significant ownership inte est in that client or any other such business partner.

For purposes of the Code: • An ownership interest is not significant

where the holding is three percent (3%) orless of any class of securities of a companylisted on any nationally or internationallyrecognized security exchange and thevalue of such holding does not exceedfive pe cent (5%) of the individual’s networth; and

• “Immediate family” means your spouse,parents, step-parents, children, step-children, siblings, mother- and father-in-law,sons- and daughters-in-law, brothers- andsisters-in-law and anyone (other than adomestic employee or tenant) who sharesyour home.

How can I implement our values?• Always make business decisions in the best

interests of Louis Berger and our clients.• Never take or advise others to take any

potential business opportunity that mightotherwise be available to Louis Berger.

• Do not perform services directly orthrough any competing firm in which youor an immediate family member has asignificant ownership.

• Discuss with your supervisor, the Officof General Counsel, or the Office oCompliance and Ethics the full details ofany situation that could be perceived as apotential conflict of inte est.

To learn more:

• Discuss with your supervisor or the Officeof General Counsel any questions orconcerns about conflicts of inte est.

Q May I serve as an officer in anindustry organization, or would that be considered an inappropriate conflict?

A Employees are encouraged, with theirsupervisor’s permission, to participate at all levels in industry organizations and associations that promote professionalism.

Q My spouse is a member of theboard of directors of one of Louis Berger’s clients and is involved in the selection process of a contract in which Louis Berger has a proposal. Is this a potential conflict of inte est? If so, what must I do?

A Yes, this is a potential conflict ofinterest which must be disclosed. A finaldetermination will be made in coordination with the Office of General Counsel.


Gifts and business courtesies It is Louis Berger’s policy that gifts or entertainment can only be provided or accepted if they are not intended or do not create an appearance of having an inappropriate influence on a business decision In the right circumstances, a modest gift may be a thoughtful thank you, or providing a meal may be an appropriate setting for a business discussion with our government, private or potential clients. Much of Louis Berger’s business is with governments, government-owned or government-controlled organizations and public international organizations. Perfectly normal and otherwise acceptable gifts and entertainment when dealing with government officials who epresent these organizations may be viewed as an inappropriate attempt to influence their decisions. The exchange o gifts and entertainment can create a conflict o interest or the perception of corruption if not handled carefully. This is true especially if gifts or entertainment are provided frequently or if the value is large enough to reasonably create the impression that the gift or entertainment is intended to inappropriately influence business decision.

Nonetheless, Louis Berger permits employees to provide (and accept) gifts and entertainment of nominal value if the gift or entertainment meets all of these requirements:• Is not intended to inappropriately influence

a business decision;• Has a legitimate business purpose;• Is modest in value;• Is given or received in an open and

transparent manner;• Complies with local law and the company

policy of the recipient;• Is consistent with customary business

practices of the giver and the recipient;• Is not of a nature so as to obligate or

create the appearance of obligatingthe recipient;

• Is offered or accepted infrequently; and• Is accounted for appropriately in the

Louis Berger books and records.

Government officials a e usually subject to additional restrictions. These restrictions limit instances when gifts or entertainment are allowed and how they need to be accounted for by Louis Berger and the recipient. You must understand these restrictions prior to offering any gift or entertainment to such persons.

Prior to giving or receiving any gift or entertainment, employees are responsible for determining if the individual is under any legal or corporate restrictions.

For more specific guidance that mo e directly impacts your situation go to the Louis Berger Global Anti-Corruption Policy and Procedures document.

The term “government official” applie to members of a royal family; officials of political party; candidates for public office political parties; elected or appointed employees of governments (local, state or federal); employees of state-owned or state-controlled commercial enterprises; and public international organizations (such as the World Bank).

In some contracts and with some clients (for example, New York and New Jersey- area government clients), we are required to comply with a zero-tolerance policy, that is, no gifts or entertainment — to or from the client — without exception. Any gift or entertainment offer that violates these requirements not only puts Louis Berger and the employee involved at risk, but it also exposes the client to an uncomfortable and awkward situation. Business partners working for Louis Berger on projects for clients requiring a zero-tolerance policy must comply with these restrictions.


How can I implement our values?

• Provide or accept only gifts andentertainment that are appropriate, andfollow the applicable law, the Code, andpolicies and procedures.

• Know what entities are government-relatedand act appropriately when giving gifts orproviding entertainment.

• Never accept or offer cash or cash equivalents.• Never offer or accept gifts of any kind

from a business partner with whom you areinvolved in contract negotiations.

• Always account for gifts and entertainmentappropriately in Louis Berger’s books andrecords to ensure transparency.

• Promptly report to your supervisor giftsreceived or gifts offered to you, even thosethat you decline.

• Recognize that transactions involvinggovernment officials a e higher risk andact appropriately.

• Gifts or entertainment that couldembarrass you or Louis Berger, includingentertainment at sexually oriented orother inappropriate establishments; and

• Business partners or clients who mayhave stricter gift and entertainmentstandards than Louis Berger. You shouldalways comply with the stricter of thetwo standards.

Creating business records

Accuracy and transparency in financial eporting

Accurate and complete information is essential so that we can make good decisions on behalf of our clients and Louis Berger. Our shareholders, business partners, government regulators and others rely on the accuracy and the completeness of our disclosures and business records.

Moreover, Louis Berger relies on the accuracy and the completeness of the records of business

partners who are working on our projects. This will ensure that Louis Berger is able to accurately bill and provide reports to clients in accordance with contractual obligations.

Louis Berger books and records must be clear, complete, and in compliance with applicable laws, the Code, and policies and procedures. Each of us is responsible for helping ensure that the information we generate and provide to management and to employees in financ and accounting is maintained in a manner that is consistent with internal policies, procedures and our system of internal controls. These actions all contribute to project and corporate transparency.

Records management

Records management is essential to our ability to address project contingencies and meet schedules, supply deliverables, and communicate effectively with clients and stakeholders. Louis Berger requires that all books, business records and correspondence are maintained, stored in accordance with our business needs, and are in compliance with applicable laws, regulations and contract requirements.

You are responsible for books, business records and correspondence under your control. You must be familiar with the recordkeeping procedures that apply to your job. You are accountable for the accuracy and the truthfulness of the books, business records and correspondence you produce. It is also your responsibility to retain all books, business records and correspondence in compliance with retention requirements and to keep them organized so that they can be located and retrieved when needed.

Books, business records and correspondence should not be destroyed unless the destruction is in accordance with our records retention guidance. Documents should never be destroyed in response to, or in anticipation of, an investigation, claim, lawsuit or arbitration proceeding. Contact the Office of Genera Counsel if there is any question about the



appropriateness of the destruction of any record or its retention period.

Accurate time charging and expense reporting

Our clients rely on Louis Berger to provide them with accurate and complete bills. For this reason, you must track time you spend on work-related projects, as well as overhead projects, so that our clients can be certain that our billings are accurate, fair and appropriate.

Employees’ expenditures on behalf of Louis Berger and our clients must be consistent with the needs of the business and follow all applicable laws, the Code, policies and procedures, and relevant client agreements.


• Always comply with internal accountingpolicies and procedures when authorizingor making payment to business partners.

• Create accounting and business recordsthat accurately reflect the truth of theunderlying event or transaction.

• Ensure that expenditures are reasonableand comply with all applicable laws,the Code, policies and procedures, andcontract terms.

• Do not maintain off-the-bookstransactions or undisclosed orunrecorded funds, assets or liabilities.

• Make payments only to the businessentity listed on the governing agreementor invoice and make all payments inaccordance with the payment terms asdefined in the ag eement or invoice.

• Charge all payments to the right projectand the right client. Do not chargepayments to unrelated accounts.

• Sign only what you have reviewed, areauthorized to sign, and believe to beaccurate and truthful.

• Submit true and accurate timesheets andexpense reports.

• Inaccurate, incomplete, or suspiciousitems in books, business recordsand correspondence;

• Incorrect recordkeeping bybusiness partners working onLouis Berger projects;

• Requests from business partnersor employees to create inaccuratedocuments; and

• Any attempt to interfere with an audit.

Q I ran out of budgeted hours for a task. May I chargeanother project or overtime for the additional hours needed to finish the task

A No, you cannot charge overhead or an unrelatedproject for time spent to complete the task. Continuing to charge time to the project even when you have run out of budget hours helps provide more accurate information on the amount of resources needed to complete similar tasks in the future. If you have questions or are unsure how to proceed, discuss the issue with your supervisor. If your supervisor cannot help, contact the division manager or HR director for guidance.

Q I ran out of vacation and sick leave. May I chargeone of my projects for the time and make it up later?

A No, you may not. You may never charge a project (evenoverhead) unless you worked on that project that day. You should contact your supervisor for guidance.




• Label information that has been declaredconfidential or p oprietary. This willindicate how it should be handled,distributed, protected and destroyed.

• Always get guidance if you are unclearas to whether an individual requestingaccess to confidential information haslegitimate business need to know.

• Where Louis Berger confidential informatiois a proposal submission requirement,restrictions on its dissemination by otherparties must be noted on each page towhich the restriction applies and included inany teaming agreement.

• Take all necessary steps to safeguardthe security of and restrict access to anygovernment-classified information. Failu eto do so may subject Louis Berger andindividuals to potential penalties. It mayalso jeopardize Louis Berger’s ability tokeep its required security clearance levels.

• Avoid discussing confidential, p oprietaryand other non-public business informationwith unauthorized individuals and inpublic areas.

• Use and disclose confidential, p oprietaryand other non-public business informationonly for legitimate business purposes.

• Promptly report to your supervisor any lossor inadvertent disclosure of confidentialproprietary and other non-publicbusiness information.

Louis Berger’s confidential p oprietary and other non-public business informationExamples include:

• Status of operations and equipment;• Financial, competitive position and business strategies;• Information relating to negotiations with employees or

business partners;• Initiatives (existing, planned, proposed or developing);• Lists of business partners;• Trade secrets, discoveries, innovations and designs;• Methods, know-how and techniques;• Systems, software and technology; and• Patents, trademarks and copyrights.

You must promptly disclose any new discoveries, innovations and designs that you create while employed by Louis Berger.

Confidential companyinformation Louis Berger’s confidential, p oprietary, and other non-public business information is a valuable asset. For ease of reading such information is referred to as “confidentia information” in this section. Our employees, business partners and clients depend on discretion. Louis Berger’s commitment to protecting confidential information einforces the trust placed in us, encouragning open and effective communication.

You must be vigilant and comply with security policies and procedures to protect Louis Berger’s confidential information. Thi means keeping the information secure, limiting access only to those who have a legitimate business need to know, and disposing of the information properly. The obligation to only share confidential information with individual who have a legitimate business need continues even after your employment ends. Examples of confidential information include but a e not limited to client, operations, project, financia and human resource information.


Competitor informationInformation about competitors is a valuable asset in today’s competitive business environment. When collecting business intelligence, you and others who are working on our behalf must always abide by all applicable competition laws and the values and ethics embodied in the Code.Never exchange competitor information directly with a competitor for the purpose of reaching an illegal agreement. Do not engage in fraud, misrepresentation, or deception to obtain information; and do not use invasive technology to spy on competitors. Be discerning when accepting information from third parties, know and trust their sources, and be sure that the knowledge they provide is not protected by trade secret laws or non-disclosure or confidentiality ag eements. Although Louis Berger employs former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential informationof their former employers. Likewise, though Louis Berger often partners with other companies, those same companies can also be our competitors on other projects. Never share or use confidential information obtained aboutcompetitors or business partners.


• Understand and adhere to the competition laws and Louis Berger policies applicable to your responsibilities.

• Always ensure that any information about competitors is collected legally and that the source of the information is apparent.

• Promptly report to your supervisor if you receive inadvertently or otherwise any non-public information about our competitors.


Louis Berger enhances the global physical, social and economic infrastructure. We operate with integrity and responsibility in all that we do, adhering to our mission of improving the quality of life around the world. Our work improves the lives and the communities of the people we serve, from reconstruction of transportation networks and economic development to power generation and the protection of natural resources.

Environmental sustainabilityLouis Berger recognizes its responsibility to conduct business in a manner that protects, preserves and improves the environment for future generations. Louis Berger is committed to working with its business partners and suppliers to strengthen environmental sustainability through infrastructure and services that continue to improve lives and communities long after assignments are complete.

We comply with applicable environmental laws and regulations and cooperate on environmental and sustainability matters with the communities that host Louis Berger operations. Our goal is the continuous improvement of our environmental performance through resource conservation, waste minimization, water and energy efficienc , and effective use of raw materials.

You should be familiar and comply with environmental standards applicable to your work activities. If you are unsure of the requirements, speak with your supervisor.


• Comply with all applicable environmental laws, regulationsand professional standards of good industry practices.

• Promptly report to your supervisor any incidents orconditions that might result in the risk of an environmentalviolation or an actual violation.

• Think ahead and always be proactive. Help identifyopportunities for improving our environmental performance.

Responsibilities as Corporate Citizens


Social responsibility As employees of Louis Berger, you are an active contributor to the communities in which we do business. We are committed to using our resources and expertise to give back in a wide variety of ways. Louis Berger and our employees demonstrate our social responsibility by providing jobs and services, charitable contributions, pro bono assistance, volunteers, and partnerships with worthy local charitable and professional organizations.

While you are encouraged to become actively involved in efforts to support your communities, you must not pressure others to contribute to or participate in your preferred charitable organizations.


• Ensure that your personal support ofcharitable causes is not in conflict withyour responsibilities as an employee ofLouis Berger.

• Follow Louis Berger’s Global Anti-Corruption Policy when making andsoliciting charitable contributions.

• Requests from government officials orbusiness partners to give to charitablecauses as a condition for getting afavorable business advantage; or

• Employees creating an appearance thatLouis Berger supports their personalcharitable cause.

Fundamental human rightsLouis Berger treats employees fairly and complies with all applicable employment laws in all our operations. Louis Berger respects your right of free association and to freely decide if you wish to be collectively represented. Louis Berger will not knowingly use legally underage workers or forced labor (including prison, traffickedor bonded labor), nor condone physical punishment or other abuse. Additionally, Louis Berger will not associate with business partners that do.

How can I implement our values?• Respect your colleagues, our clients and the

people and the communities we serve.• Know that Louis Berger policy prohibits human

trafficking within any contract with the public orprivate sector.

• Remain vigilant and look out for any signs ofviolation of human rights or employment laws.

• If you are responsible for supervising businesspartners, ensure that they know our humanrights principles and live up to them.

• Employees whose passports and other officialdocuments are withheld by their management;

• Workplaces where psychological manipulationand control are used;

• Employees who are housed in inhumane livingconditions; and

• Employees who have excessively long andunusual hours, are unpaid or paid irregularly,have unusual work restrictions or haveunexplained work injuries.

Human Rights/Traffickin

Louis Berger has a zero-tolerance policy regarding trafficking in persons thatreflects the U.S. government policy as stated in FAR Clause 52.222-50.We do not, nor do we tolerate, partners who:• Engage in any trafficking

in persons;• Procure commercial sex

acts; or• Use forced labor.

Louis Berger will take action for violations of this policy.

Q My supervisor often asks meto support his favorite charities and sponsor him in fund-raising walks and races. Sometimes I feel I don’t have a choice. What can I do?

A If you are comfortable doing so,talk to him about the problem. As an alternative, you can contact any of the resources listed in the Code. Pressuring others to contribute to or join charities, groups or political activities is against our policies.




Anti-corruption and bribery Louis Berger is committed in all our operations throughout the world to conduct business ethically, with integrity, and in compliance with applicable laws and regulations prohibiting bribery and corruption.

Examples of applicable laws and regulatory organizations include the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act (2010), the Organisation for Economic Co-operation and Development, the Convention on Combating Bribery of Foreign Public Officials, the United Nation Convention against Corruption, and the African Union Convention on Preventing and Combating Corruption.

It is the policy of Louis Berger to accurately reflect all transactions in its books and ecords, and to require any business partners who conduct business on Louis Berger’s behalf to comply with the same laws and practices.

Louis Berger prohibits our directors, officers managers, employees and business partners who are authorized to act on our behalf from engaging in any corrupt conduct. This prohibition is applicable to government and private business transactions.

Louis Berger further prohibits our directors, officers, managers, employees and businesspartners who are authorized to act in any way for or on behalf of Louis Berger to directly or indirectly offer, promise, give or authorize anyone to give money or anything of value to a government official for the purpose ofobtaining a business advantage.

Louis Berger seeks business partners that share our values. However, their actions can negatively impact our reputation, financialinterests and affect relationships with our clients. Therefore, comply with all procurement and appropriate screening policies and procedures before committing Louis Berger to any business relationship. Always evaluate the reputation, technical

abilities and other information carefully before engaging any business partner to work on a Louis Berger project.

Never ask a business partner to engage in or condone any conduct that you are prohibited from engaging in yourself. Make sure that when business partners act on behalf of Louis Berger they understand the need to maintain accurate and complete records and that they operate in strict compliance with applicable anti-corruption laws and our ethical standards.

Facilitating, expediting or grease payments

Facilitating payments are small or nominal payments made to a government official tospeed up and/or secure the performance of a routine non-discretionary government action.

Examples of routine non-discretionary government action for which payments may be approved

• Obtaining permits, licenses or otherdocuments to qualify Louis Berger to dobusiness in a particular country

• Obtaining police protection, phoneservice, power and water supply, or mailpickup or delivery

• Scheduling inspections associated withcontract performance or related to transitof goods across country

• Processing governmental work paperssuch as visas and work orders

Louis Berger does not permit employees or business partners to make facilitating payments on behalf of Louis Berger without prior approval. In limited instances, with prior approval of your Louis Berger president or COO and in coordination with the general


counsel and CCEO, an exception may be authorized in cases where the health and safety of a Louis Berger employee is at risk. It is Louis Berger’s policy to approve only those facilitating payments that do not violate applicable law.

In cases where the immediate health and safety of a Louis Berger employee is at risk, prior approval is not required. However, the episode must be reported to the Office of Complianceand Ethics and your Louis Berger president or COO as soon as reasonably possible when the employee is out of danger and in a safe environment. All facilitating payments must be appropriately accounted for in Louis Berger’s books and business records.

Please note that a payment to a government official to influence a decision to aw d business or to continue doing business with Louis Berger is a discretionary decision and would violate applicable anti-corruption laws and the Code.

To ensure compliance with anti-corruption and bribery laws worldwide, it is important that employees seek guidance before they act in instances when they are unclear about the appropriate nature of any conduct or if they otherwise have any questions.


• Understand and comply with anti-corruption prohibitions affecting yourresponsibilities at Louis Berger.

• Always follow the Global Anti-CorruptionPolicy, relevant procurement policies,and policies dealing with delegation ofauthority before engaging any businesspartner to work on Louis Berger’s behalf.

• Do not authorize or condone anycorrupt conduct.

• Avoid providing inappropriate or excessivebusiness courtesies while negotiatingpotential business opportunities.

• Promptly report any actual or suspectedviolations of the anti-corruption policy assoon as you become aware of them.

• Always seek guidance if you have anyquestions or are uncertain about theappropriateness of any conduct.

Political involvement Louis Berger can make contributions to political parties and campaigns under limited circumstances with clearly defined rules The Louis Berger policy is that all political contributions on behalf of Louis Berger must comply with all applicable laws regulating the financing of political activities. Campaign an lobbying laws are complex, they vary from country to country, and violations may have significant consequences for Louis Be ger and the individuals involved. For example, in some jurisdictions political contributions may disqualify Louis Berger from being awarded government contracts or from participating in a bidding process. Therefore, all political contributions on behalf of Louis Berger must be pre-approved by your Louis Berger president.

As an employee, you must never use Louis Berger funds, assets, services or facilities to support any political candidate or party or engage in any lobbying activity unless specificall preapproved by your Louis Berger president or COO.

You have the right as a private individual to voluntarily participate in the political process, including making personal political contributions.

However, you must always make it clear that these are your personal views and contributions and are not those of Louis Berger. You must assess such circumstances to ensure that your political activities do not create an actual or apparent conflict of inte est with your Louis Berger duties.

Q There is a problemobtaining an environmental permit to build a road through a protected wildlife area. To ensure that the permit is issued, would making a nominal payment to a government official qualifyas a facilitating payment?

A No, the issuance ofan environmental permit under such circumstances is a discretionary act and would be a bribe and not a facilitating payment.



• Understand and comply with applicablelegal rules before engaging Louis Berger inany political activity.

• Receive all necessary approvals beforeusing any Louis Berger resources tosupport political activities.

• Ensure that personal political views andactivities are not construed as those ofLouis Berger.

• Never use Louis Berger resourcesor facilities to support your personalpolitical activities.

• Promptly notify your supervisor if you arecampaigning for or holding political officein your personal capacity.

• Anyone communicating Louis Berger’sgovernment policy position to governmentrepresentatives without the Louis Bergerpresident’s approval;

• Direct or indirect pressure being appliedto another employee or business partnerto contribute to, support, or oppose anypolitical position, candidate, or party; and

• Political contributions made togain favor or in an attempt to exertimproper influence.

Insider tradingOur vendors, contractors, subcontractors and other business partners, as well as our private sector clients often are companies listed on public stock exchanges. They rely on us to keep their information confidential and to not use it for th personal gain of Louis Berger or its employees. Unauthorized or premature disclosure of such information may have a detrimental effect on the competitive advantage of such business partners and private sector clients. In addition, until released to the public, material information concerning such a publicly listed business partner or private sector client is considered “insider” information.

The U.S. Securities Exchange Act of 1934, as amended, and the laws of other countries governing the trading of capital stock and other securities make it unlawful for anyone in possession of material information with respect to a publicly listed company to use that information to buy, sell or otherwise trade in the securities of that company for financial gain when tha information is not public.

Employees are prohibited from passing that “material non-public information” on to others (tipping) who then trade on the basis of that information before it is made publicly available to ordinary investors. Insider trading undermines the public securities markets. It is a fraud against the business partner or private sector client and goes against the investing public who suffer by trading in the same market without having the benefit o such information.

“Material non-public information” in this case is broadly defined under applicable laws an means any information in which there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy or sell a security. Some examples of information about one of our current or future business partners or private sector clients that you may become aware of as part of your work for Louis Berger include:• Proposed acquisition or sale;• Expansion or cutback of operations;• Buying shares in your business partner

based on the anticipated announcementof an award of a major contract to thatbusiness partner prior to the announcementbecoming public; or

• Extraordinary management orbusiness developments.

Q Doesn’t insider trading apply only topublic companies?

A Though Louis Berger is privately held,in the course of business employees may come in contact with material information about publicly traded business partners. For this reason it is important to understand the provisions — and the penalties — involved in insider trading.




• Do not buy or sell securities of any ofour publicly traded business partnersor private sector clients when you havematerial non-public information aboutthem as a result of your work at, orposition with, Louis Berger. Remember,this includes employees at all levels,from an executive in the boardroom tothe assistant who comes across suchinformation as part of their day-to-day work.

• Do not communicate such material non-public information regarding our businesspartner or private sector client to otherpeople (such as spouses, friends orbrokers). You will have personal liability,as will those with whom you share suchmaterial non-public information, if thoseindividuals use the information to buyor sell securities of the business partneror client.

Anti-trust and fair competitionLouis Berger believes that free and fair competition is the key to our long-term success and to the growth of the economies in which we operate. You are expected to treat all competitors, business partners and clients fairly and ethically and to comply with applicable anti-trust and fair competition laws. While you are expected to compete vigorously for projects, you must do so while complying with all applicable anti-trust and fair competition laws.

Performing innovative, client-oriented, high-quality, and sustainable work leads to new business, returning clients, and a reputation for excellence. By focusing on our core values and providing the best possible services to our clients, we ensure financial successAnti-trust and fair competition laws have been enacted by many of the countries in which we operate. These laws are complex, and compliance requirements can vary depending on the circumstances and the jurisdiction in which we are doing business.

For example, U.S. laws may be violated by anti-competitive conduct in Germany if that conduct has an effect in the U.S. To avoid violating these laws, you must always be familiar with any anti-trust or fair competition law requirements applicable to your areas of responsibility.

Q I heard my officemate on thephone with his stockbroker and he mentioned that we were about to complete the environmental impact statement for a controversial project with a private client. Would this be considered “tipping”?

A If he relayed only information thatis publicly available through the project website, it is not considered “tipping.” However, if he provided details of negotiations or analyses that are not yet public, the conversation would be considered inappropriate and should immediately be reported to the Office ofCompliance and Ethics or the Office of theGeneral Counsel.

• Requests by friends or family for informationabout companies that Louis Berger doesbusiness with or has confidential informatioabout; and

• Casual conversations that could be viewedas illegal “tipping” of inside information.




• Do not enter into agreements withcompetitors or engage in any anti-competitive behavior, includingagreements to prices or to otherwiseaffect bidding, production, supply orclient practices.

• Do not engage in practices thatinappropriately interfere with free and fairmarket conditions.

• Do not trade current or future informationon pricing, costs or business strategies withcompetitors unless legal and approved inadvance by the Office of General Counsel

• Do not agree with competitors as to whichclients, markets, or products Louis Bergerwill deal with.

• Do not participate in a scheme tomanipulate bids.

• Do not engage in inappropriateconduct deliberately designed toeliminate or harm a competitor.

• Do not directly, or through businesspartners, exchange competitively sensitiveinformation with a competitor.

• Do not use or disseminate non-publicinformation about competitors that youmay learn in the course of business or fromnew hires or candidates for employment.

• Do not agree with a competitor even in jestto submit a non-competitive bid or no bidat all to a client.

• Seek guidance from the Office ofCompliance and Ethics if you perceive aconflict with a Code f om a third party whoLouis Berger is in, or intends to go into,business with.

• Avoid all conversations with competitorsthat could be perceived as limitingcompetition. If such a conversation begins,leave the meeting immediately andpromptly report it to the Office of GeneralCounsel and the Office of Compliance andEthics. A conversation may be a breachof competition law whether it is formalor informal.

Q I understand that there are specialrequirements related to teaming and joint venture agreements. What are they, and how do I learn more?

A Prior to engaging in a teaming orjoint venture agreement, the Office ofGeneral Counsel must review the proposed agreement and your Louis Berger president or Chief Operating Officer (COO) mustapprove it. If we are required to submit certifications and epresentations to the client, we must obtain back-to-back certifications f om other team members, joint venture partners or consultants. We must exercise reasonable care to verify the truthfulness of others’ certifications

Q I received sensitive pricinginformation (unintentionally) from one of our competitors. What should I do?

A You should report this to the Officeof General Counsel and the Office ofCompliance and Ethics without delay and before any further action is taken. It is important that, from the moment we receive such information, we demonstrate respect for anti-trust laws and make clear that we expect others to do the same. This requires appropriate action that can be decided only on a case-to-case basis and may include sending a letter to the competitor.


Certification Statement

I certify that I have read the Code of Business Conduct and fully understand the obligations set forth in the Code. The Code includes a statement of Louis Berger’s policies, which are designed to ensure that Louis Berger and all those covered by the Code conduct Louis Berger’s business in compliance with all applicable laws governing its operations and that the conduct is consistent with the highest standards of business and professional ethics. I understand that the Code obligates me to carry out my duties for Louis Berger in accordance with these policies and applicable laws. I further understand that any violation of these policies and applicable laws, or any deviation from appropriate ethical standards, will subject me to disciplinary action. I understand that even a failure to report such a violation or deviation may, by itself, subject me to disciplinary action.

I am also aware that in the event that I have any question about whether an action complies with Louis Berger’s policies or applicable laws, I should present that question to any of the resources cited in the Code.

With this understanding of my obligations, I agree to act in accordance with the policies set forth in the Code. Having read the Code, I am not currently aware of any matter that should be brought to the attention of Louis Berger as a violation or suspected violation of the Code.


IndexAbuse, 13, 29Accounting, 24, 25Accurate business records, 24, 25, 31Agents, 7, 10Alcohol, 14Anonymous reporting, 9Anti-competitive practices, 34Anti-corruption laws, 8, 30, 31Anti-trust, 33, 34Audit, 9, 16, 25Audit Committee, 6, 8Bad faith reporting, 9Bidding, 19, 31, 34Blogs, 17Board of Directors, 6, 8, 22Boycotts, 20Bribery, 11, 30, 31Business development, 10, 21, 32Business intelligence, 27Business records, 24, 25Chief Compliance and Ethics Office , 3, 8Certification, 9, 34, 3Charities, 29Civic activities, 21Communicating with the public, 17Company assets, 15Company information, 26Company property, 15Competition laws, 27, 33, 34Competitors, 21, 27, 33, 34Compliance committee, 7Confidential information, 15, 16, 17,19, 26, 27, 33Conflicts of inte est, 15, 21, 22Contractors, 7, 19, 21, 32Cooperating with investigations, 10Copyrights, 26Corporate Communications, 17Corporate opportunities, 21Discrimination, 12, 13, 20Diversity, 12, 13, 19Drugs, 14E-mail, 13, 15, 16, 20Embargoes, 20, 21Employee information, 16Entertainment, 23, 24

Environmental sustainability, 28Equal Opportunity Employer, 12Exports, 21Facilitating payments, 30, 31Fair competition, 33, 34False Claims Act, 10Family, 12, 15, 21, 22, 33Federal Acquisition Regulations (FAR), 10Financial reporting, 24Firearms, 14Fraud, 10, 15, 27, 32Friends, 15, 33Foreign Corrupt Practices Act, 30Funds, 15, 25, 31Gifts, 23, 24Government contracting, 18Harassment, 11, 12, 13Health, 14, 16, 30, 31Helpline, 10, 11Hiring, 21Human Resources, 8, 16Human rights, 29Human trafficking, 2Insider information, 32Insider trading, 32Intellectual property, 15Intimidation, 13, 14Investigations, 7, 8, 9, 10, 11, 16, 24Investments, 21Invoices, 25Lobbying, 31Misconduct, 7, 13Non-retaliation policy, 7, 8, 10Office of Compliance and Ethics, 7,8, 9, 10, 19, 22, 31, 32, 34Office of General Counsel, 8, 10, 16,20, 21, 22, 24, 30, 33, 34Our Vision and Values, inside front cover, 6, 19Outside employment, 15, 21Passwords, 15Personal investments, 21Political involvement, 31Political contributions, 31, 32Privacy, 16, 17Procurement, 8, 10, 19, 20, 21, 30, 31

Records management, 24Regulations, 7, 8, 10, 24, 28, 30Reporting concerns and violations, 8, 9Safety, 14, 30, 31Sanctions, 20, 21Securities, 22, 32, 33Security risks, 14Self-dealing, 21Social responsibility, 29Software, 15, 20, 21, 26Substance abuse, 14Suppliers, 7, 21, 28Technology transfers, 20Third parties, 8, 16, 27, 34Time and expense reporting, 25Tipping, 32, 33Training, 8, 9Weapons, 14Work environment, 8, 12, 13, 14Workplace, 13, 14, 29Zero-tolerance policy, 23, 29


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