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Achieving Success I Putting Our Values into Action

CODE OF

BUSINESSCONDUCT

Version 2.1

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 p ojects

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

Nicholas J. Masucci President and CEO

Dear Colleagues, The Berger Group of Companies (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.

Whether we are building infrastructure in war-ravaged states, transitioning a new national currency program in the developing world or navigating post-disaster recovery requirements in the U.S., it is our ability to deploy technical experts quickly and operate within a local context that sets us apart from our peers. We specialize in managing client programs in the world’s most complex environments.

As we continue to grow, we strive to stay true to the ideals upon which our company is based. That requires a focus on ethics, not just in our compliance to laws, but in solidifying the common practices around our ethical behaviors and best practices in business. Our clients 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 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 adhere to the highest standards of ethical leadership as we continue to push growth globally.

Thank you for your continued dedication to excellence.

Sincerely,

Nicholas J. MasucciPresident 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, and Louis Berger Services. 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


A Message from Nicholas J. Masucci 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

Certification Statemen 35

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 partners about how the Code and policies apply to daily 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 everyone feel comfortable asking questions and reporting potential violations of the Code and policies;

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

and to individuals who will carry out those tasks in a compliant and responsible manner;

• Supervise business partners to ensure that they understand Louis Berger’s expectations of them to conform to the spirit and the intent of the Code; and

• Promptly report possible violations or concerns to the Office of Compliance and 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 to your work;

• Always be professional, honest and responsible;

• Complete all required employee training in a timely manner;

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

• Promptly report possible violations of the law, the Code, or policies and procedures to resources provided in the Code;

• Cooperate and truthfully respond to investigations and audit requests;

• Never alter or destroy records in response to an investigation or if you anticipate an investigation;

• Never ask or pressure another person to do something on your behalf that is prohibited;

• Never permit business pressures to be an excuse for violating the law, the Code, or policies and procedures; and

• Keep any information you may know about an 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?


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 of the 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 of GeneralCounsel

• Director of Human Resources (HR) or local HR Representative

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

Government investigations

As a Louis Berger employee, you may in the course of business be contacted by federal, state or local agents or perhaps


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 be considered offensive;

• Never discriminate against anyone on the basis of characteristics protected by applicable law or the Code;

• Never tolerate sexual harassment, including requests for sexual favors and other unwelcome verbal or physical conduct of a sexual nature;

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

• If you experience or see any harassment, promptly report the incident to your supervisor or any of the resources provided in the Code.

As a manager or supervisor:

• Promote the importance of diversity in ideas, perspectives and decisions in employment decisions;

• Use only business-related criteria in evaluating the performance of colleagues and subordinates; and

• Review your own decisions to ensure that objective merit and business considerations drive 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 comments about 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 of the 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 offensive pictures 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 you observe in the workplace.

• Know and observe the health, safety and security rules and practices that apply to your job.

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

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

• Maintain a neat, safe working environment free of obstacles and other potential hazards.

• Be proactive and make every effort to anticipate and address safety, health and security hazards.

• If you work in conflict or other similarl high-danger environments, understand the security situation and maintain communications with management and your security coordinator.

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

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

property or aggressive actions that causes someone 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 such actions 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 company cars. When conducting investigations, Louis Berger will observe all applicable laws, the Code, and policies and procedures. In addition Louis Berger recognizes that in some countries the protection of personal data is covered by specific legislation and egulation.

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

procedures to protect all personal and confidential information of cur ent and former colleagues as well as job applicants, business partners and clients.

• Never share confidential or personalinformation with unauthorized individuals or entities.

• Refer all requests for employee information from law enforcement, regulatory authorities and any other person outside Louis Berger to Human Resources or the Office o General Counsel.

• Collect or store personal information only for a legitimate business reason.

• Don’t access or discuss confidential o personal information without a legitimate business 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 other public communication, notify Corporate Communications and obtain proper management approvals.

• Direct all inquiries from reporters and other outside sources about our activities, sales, financial esults or strategic plans to Corporate Communications.

• If you identify yourself as an employee on a social media site, you are bound by Louis Berger’s ethics policies regarding professionalism and public release of information.

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

To learn more:• Discuss any questions or concerns

regarding release of information or communicating with the public with Corporate Communications at [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 item of value, gift or money to a government employee for the purpose of gaining an inappropriate business advantage;

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

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

• Must not have undisclosed employment discussions with a government employee who is engaged in the procurement process, or has discretionary authority over the award of a contract for which Louis Berger has submitted or intends to submit a bid; or

• Must not use or compensate a former government employee who served as a procurement official during the p eceding one-year period in the government department in which the bid is being submitted without prior approval from the 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 our Vision and Values.

• Promptly report to your supervisor any error, omission, undue delay or defect in the quality of our services.

• Always act fairly and justly with vendors and subcontractors.

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

• Consider the reputation, technical capabilities, 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 with applicable law, the Code, policies, and procedures that are not being met; and

• Telling people what they want to hear rather than the truth; if a situation is unclear, begin by presenting a fair and accurate picture as a basis for decisions or 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. Before proceeding, 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 with blacklisted companies;

• Agreements to discriminate, or actual discrimination, against persons based on age, race, creed, color, religion, gender, national origin, status of citizenship or other protected characteristics;

• Agreements to furnish, or actual furnishing of, information about business relationships with or in Israel or with blacklisted companies;

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

• Implementing letters of credit or contracts containing prohibited boycott terms or 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 may apply before you export any item.

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

• Report complete and accurate information regarding every exported product.

Business development

• Comply with procurement and contracts requirements as well as all appropriate screening procedures before committing Louis Berger to any business partner relationship.

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

Conflicts of inte estAs 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 inte est 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 takingappropriate 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%) or less of any class of securities of a company listed on any nationally or internationally recognized security exchange and the value of such holding does not exceed five pe cent (5%) of the individual’s net worth; and

• “Immediate family” means your spouse, parents, step-parents, children, step-children, siblings, mother- and father-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than a domestic employee or tenant) who shares your 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 might otherwise be available to Louis Berger.

• Do not perform services directly or through any competing firm in which youor an immediate family member has a significant ownership.

• Discuss with your supervisor, the Offic of General Counsel, or the Office o Compliance and Ethics the full details of any situation that could be perceived as a potential conflict of inte est.

To learn more:

• Discuss with your supervisor or the Officeof General Counsel any questions or concerns 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 their supervisor’s permission, to participate at all levels in industry organizations and associations that promote professionalism.

Q My spouse is a member of the board 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 obligating the 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 and entertainment that are appropriate, and follow the applicable law, the Code, and policies and procedures.

• Know what entities are government-related and act appropriately when giving gifts or providing entertainment.

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

from a business partner with whom you are involved in contract negotiations.

• Always account for gifts and entertainment appropriately in Louis Berger’s books and records to ensure transparency.

• Promptly report to your supervisor gifts received or gifts offered to you, even those that you decline.

• Recognize that transactions involving government officials a e higher risk and act appropriately.

• Gifts or entertainment that could embarrass you or Louis Berger, including entertainment at sexually oriented or other inappropriate establishments; and

• Business partners or clients who may have stricter gift and entertainment standards than Louis Berger. You should always comply with the stricter of the two 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 accounting policies and procedures when authorizing or making payment to business partners.

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

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

• Do not maintain off-the-books transactions or undisclosed or unrecorded funds, assets or liabilities.

• Make payments only to the business entity listed on the governing agreement or invoice and make all payments in accordance with the payment terms as defined in the ag eement or invoice.

• Charge all payments to the right project and the right client. Do not charge payments to unrelated accounts.

• Sign only what you have reviewed, are authorized to sign, and believe to be accurate and truthful.

• Submit true and accurate timesheets and expense reports.

• Inaccurate, incomplete, or suspicious items in books, business records and correspondence;

• Incorrect recordkeeping by business partners working on Louis Berger projects;

• Requests from business partners or employees to create inaccurate documents; and

• Any attempt to interfere with an audit.

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

A No, you cannot charge overhead or an unrelated project 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 charge one of my projects for the time and make it up later?

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




• Label information that has been declared confidential or p oprietary. This will indicate how it should be handled, distributed, protected and destroyed.

• Always get guidance if you are unclear as to whether an individual requesting access to confidential information has legitimate business need to know.

• Where Louis Berger confidential informatio is a proposal submission requirement, restrictions on its dissemination by other parties must be noted on each page to which the restriction applies and included in any teaming agreement.

• Take all necessary steps to safeguard the security of and restrict access to any government-classified information. Failu e to do so may subject Louis Berger and individuals to potential penalties. It may also jeopardize Louis Berger’s ability to keep its required security clearance levels.

• Avoid discussing confidential, p oprietary and other non-public business information with unauthorized individuals and in public areas.

• Use and disclose confidential, p oprietary and other non-public business information only for legitimate business purposes.

• Promptly report to your supervisor any loss or inadvertent disclosure of confidential proprietary and other non-public business 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, regulations and professional standards of good industry practices.

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

• Think ahead and always be proactive. Help identify opportunities 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 of charitable causes is not in conflict withyour responsibilities as an employee of Louis Berger.

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

• Requests from government officials orbusiness partners to give to charitable causes as a condition for getting a favorable business advantage; or

• Employees creating an appearance that Louis Berger supports their personal charitable 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 of violation of human rights or employment laws.

• If you are responsible for supervising business partners, ensure that they know our human rights principles and live up to them.

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

• Workplaces where psychological manipulation and control are used;

• Employees who are housed in inhumane living conditions; and

• Employees who have excessively long and unusual hours, are unpaid or paid irregularly, have unusual work restrictions or have unexplained 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 me to 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 other documents to qualify Louis Berger to do business in a particular country

• Obtaining police protection, phone service, power and water supply, or mail pickup or delivery

• Scheduling inspections associated with contract performance or related to transit of goods across country

• Processing governmental work papers such 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 your responsibilities at Louis Berger.

• Always follow the Global Anti-Corruption Policy, relevant procurement policies, and policies dealing with delegation of authority before engaging any business partner to work on Louis Berger’s behalf.

• Do not authorize or condone any corrupt conduct.

• Avoid providing inappropriate or excessive business courtesies while negotiating potential business opportunities.

• Promptly report any actual or suspected violations of the anti-corruption policy as soon as you become aware of them.

• Always seek guidance if you have any questions or are uncertain about the appropriateness 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 problem obtaining 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 of an environmental permit under such circumstances is a discretionary act and would be a bribe and not a facilitating payment.



• Understand and comply with applicable legal rules before engaging Louis Berger in any political activity.

• Receive all necessary approvals before using any Louis Berger resources to support political activities.

• Ensure that personal political views and activities are not construed as those of Louis Berger.

• Never use Louis Berger resources or facilities to support your personal political activities.

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

• Anyone communicating Louis Berger’s government policy position to government representatives without the Louis Berger president’s approval;

• Direct or indirect pressure being applied to another employee or business partner to contribute to, support, or oppose any political position, candidate, or party; and

• Political contributions made to gain favor or in an attempt to exert improper 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 announcement of an award of a major contract to that business partner prior to the announcement becoming public; or

• Extraordinary management or business developments.

Q Doesn’t insider trading apply only to public 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 of our publicly traded business partners or private sector clients when you have material non-public information about them as a result of your work at, or position with, Louis Berger. Remember, this includes employees at all levels, from an executive in the boardroom to the assistant who comes across such information as part of their day-to-day work.

• Do not communicate such material non-public information regarding our business partner or private sector client to other people (such as spouses, friends or brokers). You will have personal liability, as will those with whom you share such material non-public information, if those individuals use the information to buy or sell securities of the business partner or client.

Anti-trust and fair competition Louis 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 that is 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 information about companies that Louis Berger does business with or has confidential informatio about; and

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




• Do not enter into agreements with competitors or engage in any anti-competitive behavior, including agreements to prices or to otherwise affect bidding, production, supply or client practices.

• Do not engage in practices that inappropriately interfere with free and fair market conditions.

• Do not trade current or future information on pricing, costs or business strategies with competitors unless legal and approved in advance by the Office of General Counsel

• Do not agree with competitors as to which clients, markets, or products Louis Berger will deal with.

• Do not participate in a scheme to manipulate bids.

• Do not engage in inappropriate conduct deliberately designed to eliminate or harm a competitor.

• Do not directly, or through business partners, exchange competitively sensitive information with a competitor.

• Do not use or disseminate non-public information about competitors that you may learn in the course of business or from new hires or candidates for employment.

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

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

• Avoid all conversations with competitors that could be perceived as limiting competition. If such a conversation begins, leave the meeting immediately and promptly report it to the Office of GeneralCounsel and the Office of Compliance andEthics. A conversation may be a breach of competition law whether it is formal or informal.

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

A Prior to engaging in a teaming or joint 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 pricing information (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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