Ethics & Compliance Committee

Mission

Ethics is one of Bechtel’s core values:  “We are uncompromising in our integrity, honesty, and fairness.” The [Committee was created] to ensure that the ethics and compliance program supports this core value. Further, this group helps the company maintain an effective ethics and compliance program, maximize the inherent benefits of such a program, and consistently promote an organizational culture that demands ethical business conduct and compliance with the law.

Scope

The [Committee]

1. Provides senior management leadership and oversight of the company-wide ethics and compliance program;
2. Reviews overall program effectiveness and provides recommendations to the [executive management] as needed to ensure that the company has an effective ethics and compliance program;
3. Supports and reinforces the functional activity of the Bechtel Ethics and Compliance organization in establishing programs and processes that foster ethical business conduct at all levels of the company;
4. Provides guidance, information, and metrics to the GBU Presidents and functional managers to ensure their respective ethics and compliance programs have adequate resources;
5. Supports and reinforces the fundamental accountability of line organizations for ethical business conduct and legal compliance; and
6. Considers other specific matters as requested by the [executive management], or referred to it by the Chief Ethics & Compliance Officer.

Objectives

The [Committee] 

1. Oversees the current performance and continued development of the company ethics and  compliance program through periodic review of:
   • Ethics and compliance activities at both the corporate level and for all GBUs (including worldwide locations and projects);
   • Corporate and GBU-specific ethics and compliance education plans and company-wide performance with respect to such plans; 
   • Ethics HelpLine statistics and trends;
   • Employee ethics survey data; 
   • Company-wide ethics education and awareness programs; and 
   • Monitoring activities in the company to ensure compliance with Company policies, laws, regulations, and legal obligations. 
2. Develops and delivers key metrics for the ethics and compliance program, at company-wide and organizational level, to [executive management].
3. Recommends development and update of company policies in ethics and compliance related areas in response to changes in business strategy, risk, and regulatory or legal requirements. 

Operating Principles

1. Regular meetings will be scheduled prior to each [executive management committee] meeting that requires an update from the [Committee] co-chairs. Additional meetings will be arranged as needed to address issues referred by the [executive management] or the Chief Ethics & Compliance Officer. 
2. The minimum number of meetings to be held in any given calendar year is four. Agendas and the appropriate supporting material will be distributed prior to each meeting.
3. The [Committee] co-chairs will present updates on ethics and compliance activities and recommendations during each [executive management committee] meetings as requested by the CEO and/or President and COO.

Membership

The [Committee] co-chairs and senior members of the team are appointed by the President & COO. The General Counsel, Chief Ethics & Compliance Officer, Corporate Controller, and the managers of Corporate Affairs, Human Resources, and Internal Audit are standing members of the Committee. Each GBU is represented on the [Committee] by a senior member appointed by the GBU President, and approved by the co-chairs. No substitutes are permitted on a short-term or long-term basis.