UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 5, 2015 (January 30, 2015)
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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| Maryland |
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001-08038 |
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04-2648081 |
(State or other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
1301 McKinney Street, Suite 1800
Houston, Texas 77010
(Address of principal executive offices and Zip Code)
713-651-4300
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.05 |
Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics |
On January 30, 2015, the Board of Directors of Key Energy Services, Inc. (the “Company”) adopted a new Code of Business Conduct
(the “Code”) for the Company as part of its normal periodic review of the Company’s policies. The Code applies to all of the Company’s directors, officers and employees and supersedes the Company’s prior Code of Business
Conduct (the “Prior Code”). The Code updates the Prior Code to enhance readability, provide additional detail regarding the Company’s expectations regarding the conduct of its employees, officers and directors, to incorporate the
Company’s core values, make it more global to reflect the Company’s diverse workforce and make certain other technical and non-substantive revisions.
The description of amendments to the Code contained in the report is qualified in its entirety by reference to the full text of the Code,
which is filed as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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| 14.1 |
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Key Energy Services, Inc. Code of Business Conduct |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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KEY ENERGY SERVICES, INC. |
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| Date: February 5, 2015 |
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By: |
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/s/ KIMBERLY R. FRYE |
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Kimberly R. Frye |
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Senior Vice President, General Counsel and
Secretary |
Exhibit Index
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| Exhibit
No. |
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Description |
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| 14.1 |
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Key Energy Services, Inc. Code of Business Conduct. |
Exhibit 14.1
KEY ENERGY SERVICES
CODE OF
BUSINESS CONDUCT
LETTER FROM OUR CEO
We are privileged to work in the exciting and ever-changing oil and natural gas services industry. With our dedication to doing the right thing and always
acting with ethics and integrity, we are able to respond to the needs of our customers, while maintaining the trust of all of our stakeholders and ensuring the safety of all of our employees. We are united, working as one company toward shared
goals.
Our Code of Business Conduct is a guide for incorporating our Core Values of Safety, Ethics and Integrity, Respect, Performance, Teamwork and
Community into our everyday work lives. Our Code explains the expectations to which we are all accountable. Maintaining our reputation for ethical behavior depends on our commitment to following the standards set forth in our Code. We must never
take shortcuts or give in to pressure that sacrifices our commitment to act in accordance with laws, regulations, Company policies and our Core Values.
Please take time to read through the information presented here. If you have questions or concerns, speak up. We depend on you to share information with us
related to suspicious behavior of any kind so that we can work to resolve the behavior immediately. Every report we receive is important and is treated with respect, and we do not tolerate retaliatory acts.
We work in an intensely competitive industry. We can set ourselves apart through a commitment to always do the right thing and to consider the impact our
decisions have on our stakeholders. Together, we serve the oil and natural gas services industry with both passion and integrity. After all, Honoring the Code Is Key.
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THE KEY WAY:
OUR MISSION, STRATEGIC VISION, CORE VALUES, AND EXPECTATIONS
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TABLE OF CONTENTS
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| Letter from Our CEO |
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| The Key Way: Our Mission, Strategic Vision, Core Values, and Expectations |
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| Introduction |
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| Our Code’s Purpose |
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| Our Code Applies to All |
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| We Have an Obligation to Speak Up |
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| We Respect the Reporter |
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| Safety and Performance: The Way to Secure and Measure Our Success |
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| We Put Safe Working Conditions First |
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| We Do Not Tolerate Substance Abuse |
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| We Do Not Tolerate Violence or Threats of Violence |
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| We Maintain Accurate and Complete Records |
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| We Audit Our Performance and Cooperate in Investigations |
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| Respect, Ethics and Integrity: The Way to Retain the Best and Assure Our Success |
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| We Respect Individuality |
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| We Uphold Human Rights |
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| We Avoid Conflicts of Interest |
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| We Prevent Bribery and Corruption |
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| We Think Before Giving or Accepting Gifts and Entertainment |
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| We Protect Key’s Property and Information |
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| We Avoid Insider Trading |
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| We Respect Third-Party Information |
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| We Compete Fairly |
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| We Respect and Abide by Trade Laws |
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| Teamwork and Community: The Way to Empower and Share Our Success |
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| We Think about Our Global Footprint |
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| We Have a Corporate Social Responsibility |
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| We Consider Key’s Reputation in the Community |
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| Waivers |
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| Ethics Hotline and Ethics Website Contact Information |
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| Certification |
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Exhibit 14.1
INTRODUCTION
OUR CODE’S PURPOSE
At Key Energy Services, we believe in doing the right thing, every time. This is what it means to operate theKeyWay. Our Code gives us the guidance and
support we need to conduct our business responsibly, ethically and legally. These things are critical to achieving excellence.
By clearly explaining our
standards and Core Values, our Code will show us how to keep the trust we have built with our shareholders, customers, business partners and each other. Before you make a decision, stop and ask the following questions:
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“Will this choice honor the Code and Key?” |
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“Could this choice hurt other employees, customers, suppliers or investors?” |
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“Could this choice hurt the Company’s reputation or cause people to lose confidence in the Company?” |
OUR CODE APPLIES TO ALL
We all have a duty to uphold our
Code. Our Code applies to all Key employees at all levels, including our officers, as well as to our Board of Directors. Similarly, we aim only to do business with suppliers, agents, business partners, consultants and licensees who share our
principles.
While we’re all expected to follow theKeyWay and the principles in our Code, our supervisors and managers have additional
responsibilities. They must lead by example, always demonstrating a commitment to integrity. Supervisors and managers can do this by:
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Maintaining an open-door environment where employees feel comfortable asking questions and raising concerns |
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Ensuring that all employees are properly trained on our Code and other relevant policies |
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Knowing when to escalate issues so that our Company can address and correct them quickly |
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Never taking—or allowing—any retaliatory action against anyone for making a good faith report about suspected misconduct |
WE HAVE AN OBLIGATION TO SPEAK UP
Our Code provides
guidelines and solutions for some of the more common ethical dilemmas we might face. Because no document can answer every question or predict every situation, you may need to ask a supervisor or manager for help. If you are ever unsure about the
right choice, ask before you take action. If you ever have a concern or think misconduct may be occurring—whether it relates to you, your supervisor or anyone else—speak up. By asking questions and reporting misconduct, we help keep
our Company focused on doing the right thing.
Violations of our Code carry serious consequences for the individuals involved, including the potential for
criminal and civil penalties, and separation of employment if permitted by law. Violations harm our coworkers, our Company’s reputation and may result in compromised safety or a loss of business. Think carefully before you act.
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Q: Demitri was just told by a Rig Supervisor, Bruce, to do something he feels violates our Code,
but he’s afraid that if he reports it to the District Manager, he’ll be taken off the rig. Demitri thinks to himself, “Bruce’s rig is the only one working right now. If I lose this position, I won’t get any hours.” What
should Demitri do?
A: Demitri should share his suspicions about a Code violation immediately. If he’s not comfortable discussing his
concerns with the District Manager, Human Resources or Health, Safety and Environment, he should contact the Ethics Hotline. All calls to the Ethics Hotline may be made anonymously and are kept confidential to the greatest extent possible. Demitri
should be confident that our Company prohibits retaliation, but if he feels he’s being treated differently after calling the Ethics Hotline, he should report it immediately.
Q: Where can I find Company policies?
A: The most up-to-date policies are located on our Company intranet site. If you do not have access to the intranet, you can ask your manager or
Human Resources for copies of applicable policies.
You should direct any questions or concerns to any of the following resources:
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Your supervisor or manager |
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Chief Compliance Officer, at +1-713-651-4300 or cco@keyenergy.com |
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Marketplace/Local Human Resources |
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Senior Director, Human Resources (Domestic or International), at +1-713-651-4300 |
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Internal Audit, at +1-713-651-4300 |
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Director of Loss Prevention, toll-free at +1-866-902-3438Ethics Committee |
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In writing: Ethics Committee, Key Energy Services, 1301 McKinney Street, Suite 1800, Houston, Texas 77010 |
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By email: ethics@keyenergy.com |
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By fax: +1-432-618-3521 |
We offer a toll-free Ethics Hotline and an Ethics Website, which are operated by an
independent third party company. These are available 7 days a week, 24 hours a day, 365 days a year. You have the option to provide information anonymously regarding your concern or question, in accordance with local law.
For contact information, see the Ethics Hotline call list and the Ethics Website address at the end of our Code.
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Regardless of how a report is submitted, Key will investigate all reports And will take all appropriate actions
to address issues and prevent future misconduct.
WE RESPECT THE REPORTER
We do not tolerate retaliation against anyone who makes a good faith report or participates in an investigation. A good faith report means you have
given all the information you have and you believe it to be true. It doesn’t matter whether or not the claim turns out to be an actual violation of our Code. What matters is your honest intent when you make the report.
To be clear, acts of retaliation include any attempts at lashing out against a person who makes a report or participates in an investigation. Examples of
retaliation include the following:
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Assigning the person less desirable tasks |
Anyone who retaliates against another person for making a report or participating in an
investigation will face disciplinary measures. This discipline could even include separation of employment, if permitted by law.
Q: Last
month, Eric called the Ethics Hotline anonymously. He was concerned that his manager was using a cleaning service that was owned by one of his manager’s relatives. The matter was investigated, and Eric felt appropriate action was taken. Since
then, Eric has being assigned to the older equipment and the less desirable jobs. These assignments have begun to affect his job performance. He’s concerned that people know he called the Ethics Hotline and that he’s being treated
differently for doing so. What should he do?
A: Eric should report his concerns immediately. Because his manager is involved, he should
contact Human Resources or call the Ethics Hotline again. A thorough investigation will take place to find out why his work environment is different. If the investigation determines that retaliation is taking place, appropriate action will be taken
to ensure the retaliatory behavior stops.
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SAFETY AND PERFORMANCE:
THE WAY TO SECURE AND MEASURE OUR SUCCESS
WE PUT SAFE
WORKING CONDITIONS FIRST
Keeping our people and work sites safe protects all of us, allows us to be more productive and helps make our business
successful. Safety is always our top priority. We all share responsibility for promoting a working environment that is free of accidents and unsafe acts. We must take ownership of our own safety, that of our team and others working around us. We can
do this by:
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Work together to follow all safety laws, regulations, policies and procedures in the locations where we do business |
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Complete all required safety training in a timely manner |
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Properly use, maintain and secure tools, equipment and vehicles |
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Wear proper protective equipment |
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Seek help if we’re unsure about how something works |
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Report any incidents and unsafe conditions as soon as we become aware of them |
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Invoke stop work responsibility and initiate the stop work authority process when appropriate |
Remember that
nothing is so important that we can’t take the time to do it safely. For additional guidance, see our Employee Safety Handbook.
WE DO NOT
TOLERATE SUBSTANCE ABUSE
Illegal use or misuse of drugs and alcohol can have serious effects on the health and safety of our fellow employees, as well
as on the Company’s efficiency and productivity. Do not use, possess, sell, purchase, distribute or be under the influence of illegal drugs or alcohol while performing work for Key or operating a Company vehicle, whether on Company property or
not. Do not be under the influence of legal substances that affect our performance or that pose a threat to our safety or the safety of those around us.
For further guidance, see our Drug-Free Workplace Policy.
Q: Antonio was out of work last month with back pain. He was under a doctor’s care, but he has now been released to work again. His
coworker, Matt, has noticed a real change in Antonio’s work pace and quality. Matt confronts Antonio about his concerns and asks if Antonio is taking anything that might be affecting his ability to perform his job safely. Antonio dismisses
Matt’s concerns and tells Matt, “Man, I don’t use drugs! I’m taking some really great painkillers the doctor gave me, and he told me that I’d be fine taking them.” Matt is afraid Antonio could make a dangerous mistake.
Is Antonio allowed to work under the influence of a prescribed medication?
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A: While many prescription medicines are allowable and necessary, any substances that alter
one’s alertness and ability to perform work safely are not acceptable at work. Ensuring a work environment free of incidents and unsafe acts is crucial at Key. Matt should immediately report his concerns about Antonio to a manager, Health,
Safety and Environment, or the Ethics Hotline, so a Company representative can take appropriate action to ensure Antonio’s safety as well as the safety of his coworkers. Upon his return to work, Antonio should have told his manager that he was
taking medication that could affect his ability to do his job safely. It is not a violation of Company policy to take lawfully prescribed medications in accordance with a doctor’s instructions. It is, however, a violation of Company policy to
be under the influence of such medication on the job if it jeopardizes the safety of our employees or the public at large.
Q: When Alex
arrived on location this morning, he noticed that Steve smelled heavily of alcohol and his speech was slurred. Then, he heard Steve bragging to a coworker about how he hadn’t gone to sleep the night before and had come straight to work from a
party. Alex is concerned that Steve might be under the influence of alcohol and could hurt himself or someone else on the crew. What should Alex do?
A: Alex should report his concerns to his supervisor immediately. Depending on the circumstances, Steve may be required to take an alcohol test
and may be relieved of his safety-sensitive job duties until a determination can be made about his future employment. Employees are not permitted to work under the influence of alcohol.
WE DO NOT TOLERATE VIOLENCE OR THREATS OF VIOLENCE
We
all deserve to feel safe and secure at work. There is no room for violence or even threats of violence in a safe workplace. Do not use violence or threatening language to solve disagreements. Unless otherwise permitted by law and Company policy,
never bring weapons of any kind—or use any item as a weapon—on Company or customer property. Remember that this type of behavior not only violates Key’s ethical standards and policies, but in many cases, is also against the law.
WE MAINTAIN ACCURATE AND COMPLETE RECORDS
It’s our
job to keep accurate, honest and complete records. Our business records include items such as timesheets, vendor contracts, invoices, work tickets, driver logs, safety records, environmental records, expense reports, operating reports and financial
reports we file with government agencies.
We strictly avoid all of the following activities:
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Making a false statement in Key’s name, whether verbally or in writing |
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Mischaracterizing a Company transaction |
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Creating an undisclosed or unrecorded fund account |
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Knowingly allowing an illegal activity to occur |
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If you notice any accounting or auditing irregularities, or if you suspect fraud by individuals responsible for
accounting or financial reporting, you should report your observation to the Chief Compliance Officer or the Ethics Hotline.
Records Management
The content of our books and records is crucial. After all, our records store important business information, enabling us to look back on agreements,
payments and finished projects. To make the most of these documents, we must store them in an organized fashion. This allows us to access them quickly if they are ever needed for an audit, investigation or lawsuit. This emphasis on order will also
help us meet our legal and regulatory requirements.
For this purpose, we provide records management policies and retention schedules to guide you. These
schedules tell you how long to keep business records in accordance with legal and regulatory recordkeeping requirements. As part of our recordkeeping requirements, you might be asked to cooperate with a legal hold. A legal hold will originate
from the Legal Department, and will apply to records connected with actual or expected litigation. If you believe that anyone has improperly concealed, altered or destroyed a record, you should report it to the Legal Department or the Ethics
Hotline.
Review of Legal Documents
Key’s Legal
Department must review all agreements, contracts and other legal documents which bind the Company or its assets, before the documents are signed. In some cases, the Legal Department may prepare standard forms of agreements for employees to use
without further review by the Legal Department.
WE AUDIT OUR PERFORMANCE AND COOPERATE IN INVESTIGATIONS
The Board of Directors provides leadership to oversee our Code. Directors support our compliance program and ensure that we all promote ethical behavior at
Key. The Ethics Committee and the Internal Audit Department monitor and periodically audit the Company’s business conduct to make sure we are all honoring our Code. If you are asked to participate in an audit, you should cooperate fully and
communicate honestly.
You may receive a request for documents or a request to meet with regulators or lawyers regarding a legal proceeding or government
investigation. If you receive such a request, you should contact the Legal Department for guidance. All employees are expected to cooperate with the Company during legal proceedings and investigations by providing truthful and complete information.
RESPECT, ETHICS AND INTEGRITY:
THE WAY TO RETAIN
THE BEST AND ASSURE OUR SUCCESS
WE RESPECT INDIVIDUALITY
Respect is one of our Core Values. We all deserve to be treated fairly. We value diversity of both people and ideas. We make employment-related decisions based
on relevant qualifications, merit, performance and other job-related factors, and not based on discriminatory or unlawful considerations. We provide equal employment and advancement opportunities to all employees and applicants for employment.
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Key also forbids all forms of harassment, whether physical or verbal. Generally speaking, harassment is
any unwelcome behavior toward another person that creates an intimidating, hostile or offensive work environment, interferes with an individual’s work performance in an unreasonable way or affects an individual’s employment opportunities.
It is important to remember that harassment, sexual or otherwise, is determined by how your actions impact others, regardless of your intentions. While the legal definition of harassment may vary by location, we consider the following behavior to be
inappropriate:
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Unwanted sexual advances or physical contact and inappropriate references to body parts |
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Threats, hazing, humiliating, intimidating or offensive comments |
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Insults, jokes or derogatory remarks related to race, ethnicity, gender or religion |
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Distributing or displaying offensive material |
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Showing hostility towards others because of individual characteristics |
If you know or suspect that illegal
discrimination or harassment has occurred, immediately contact a supervisor, manager, Human Resources or the Ethics Hotline. All reports will be investigated and disciplinary action will be taken when necessary. You will not experience retaliation
for making a good faith report regarding discrimination or harassment. Before engaging in questionable conduct, ask yourself: “Will this word or action show respect to my coworker?”
Q: Karen just accepted a job with Key and works closely with Mike. She understands that she has chosen a job that has traditionally been
performed by males, but she has always had outstanding mechanical skills, and she knows she can do this job well. Her biggest concern is the way Mike treats her. He calls her “Baby,” pats her rear-end and asks her questions about her
personal life. He even says crude sexual things, but is always quick to follow those comments up with “just kidding.” Karen didn’t come to work to flirt. She came to Key to do a job, and Mike makes her very uncomfortable. However,
they have to work closely together, so she is unsure about how to handle this. She doesn’t want to get on anyone’s bad side so early on. What should Karen do?
A: Karen should report this behavior immediately to her supervisor, manager, Human Resources or the Ethics Hotline. This type of behavior is
inappropriate and not tolerated at Key. Karen can rest assured that Key enforces a no retaliation policy for those who make a report in good faith.
Q: Martin just joined a crew that has worked together for a long time. On his first day, he realized he didn’t fit in. He noticed that the
crew was safe when performing work tasks, but when they stopped to eat lunch, the Operator poured ice water on Martin’s head. The crew constantly used vulgar language, made sexual jokes, made sexual gestures toward Martin and even touched
Martin on his rear-end when he wasn’t looking. Martin feels himself getting very frustrated as the day progresses. What should Martin do?
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A: Martin should report this behavior immediately to his supervisor, manager, Human Resources or
the Ethics Hotline. Even though Martin is a man and other men are making these inappropriate remarks and gestures, Key does not tolerate this activity in the workplace. Our anti-harassment policy is the same regardless of the sex of the people
involved. Martin should feel secure that Key enforces a no retaliation policy for those who make a report in good faith.
Q: Darren has
recently been promoted. The employees assigned to his crew are less than thrilled over the new assignment because Darren shows his authority by yelling at the crew. When a crew member makes the slightest mistake, Darren launches insults, calls the
male crew member a “girl” and even makes inappropriate sexual gestures—all in front of the rest of the crew. Darren laughs and appears to think it’s all a joke. The crew finds it disgusting and often discusses whether someone in
Darren’s position should lead this way. Is Darren practicing good leadership?
A: Darren is not practicing good leadership. The crew
could try talking to Darren about his inappropriate behavior. If that doesn’t work or isn’t practical, the crew should discuss the behavior with a manager or Human Resources, or may contact the Ethics Hotline. No employee, regardless of
position, should harm a fellow employee by speech or physical action, even if it’s done in a joking manner. Not even horseplay is permitted.
WE
UPHOLD HUMAN RIGHTS
Across the globe, Key is committed to upholding basic human rights. We condemn all forms of child or forced labor, and we fully
support all laws establishing a minimum age for employment. We abide by wage and hour laws in the places where we do business. We provide safe and humane working conditions for our employees, and we recognize our employees’ right to freedom of
association. We also expect the same commitments from our business partners and suppliers. As a result, we will never knowingly do business with anyone who violates basic human rights.
WE AVOID CONFLICTS OF INTEREST
It’s important to
recognize and avoid conflicts of interest. A conflict of interest occurs any time our personal interests (or the interests of our close friends or family) interfere with what’s best for our Company. A conflict of interest makes it
difficult to make objective decisions on Key’s behalf. The key to resolving conflicts of interest is disclosure, along with open and honest discussion. If you or another employee is involved in a situation that could be a conflict of interest,
please talk to your supervisor or manager or to the Chief Compliance Officer, or call the Ethics Hotline, immediately. Remember that even the appearance of a conflict can be harmful to the Company’s reputation. Having a conflict of interest is
not necessarily a violation of our Code, but failing to properly disclose it is. The Company periodically asks employees to submit information with regard to possible conflicts of interest. Providing timely, candid responses can help to keep
potential conflicts from causing problems.
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To help you recognize them, some of the more common conflict of interest scenarios are described below:
Competing with Key
We’re not permitted to engage in
activities that compete with, or appear to compete with, our Company’s interests.
Taking personal advantage of corporate opportunities
We’re not permitted to take personal advantage of Key’s business opportunities or potential business opportunities. Instead, we must disclose such
opportunities and get direction before acting for personal financial gain. Business opportunities include, but are not limited to, business deals, sales opportunities and real estate transactions.
Financial interests in customers, competitors or suppliers
Key encourages investments, but we must be sure our financial interests do not interfere with our ability to make unbiased decisions for Key. This means
investments or ownership interests in any customer, competitor or supplier to Key are discouraged. As a guide, if you (or any of your close family members) have more than a one percent (1%) investment in any publicly traded company, you must
disclose it to the Chief Compliance Officer and avoid participating in decisions Key makes with that company. Likewise, if you have an investment of any amount in a private company with which Key does business, you must disclose it to the Chief
Compliance Officer and avoid participating in decisions Key makes with that company.
Q: Ramón is an engineer with Key. He’s
become a valuable part of his team as he’s identified several cost-saving strategies and improved processes. Because of his team’s high regard for him, he’s often consulted when decisions are made regarding suppliers. One of the most
recent bids comes from a company in which he holds stock. Selecting this supplier would increase the supplier’s profits and perhaps its stock price. Should Ramón report his stock ownership before a decision is made?
A: Yes. Ramón should report this conflict of interest to his manager. His stock ownership could influence his decision, leading him to
make a choice based on personal gain, rather than the best interests of Key.
Working with friends and family
Working with personal friends, family members or someone with whom you have a romantic relationship can also pose problems for Key if we’re not careful.
This can be true if our personal friends or family members work for a current or potential customer, competitor or supplier to Key, or if a personal or family relationship between Key employees exists. A family member includes your spouse,
parent, child, sibling, in-law, niece or nephew, cousin, uncle or aunt, grandparent, grandchild, step-relative, half-sibling, cohabitant or domestic partner.
When family or romantic relationships exist at work, it can easily appear that one employee is receiving preferential treatment or favoritism. To avoid these
problems, you should not be in a direct reporting relationship with any family member or someone with whom you have a romantic relationship. If you are in a position to influence an employment decision related to a family member or someone with whom
you have a romantic relationship, tell your manager. Key will take steps to reassign one or both parties or put other controls in place to avoid the conflict of interest.
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Similarly, if you are directly involved in vendor selection and a family member’s business is being
considered, notify your manager immediately and remove yourself from the decision-making process.
Remember, the important thing is to avoid even the
appearance of bias. If such a situation arises, you must disclose it. The Company will make decisions concerning these situations on a case-by-case basis.
Outside employment
While some of us may opt to take on
additional employment from time to time, our primary employment loyalties must be to Key. This means we cannot work for a competitor, supplier or customer of Key. We must never use Key time or resources to conduct business for an outside company
(including a personal business). When deciding whether to take outside employment, discuss your options with a manager in advance to make sure that no potential for conflict exists.
Q: Drew, a Winch Truck Driver, wants some extra cash to buy a boat so he decides to get a second job. He finds a job with a local trucking
company and takes three night shifts a week. Because his job for Key requires only daytime hours, he doesn’t see that this night job will be a problem. In fact, he decides that his manager doesn’t need to know about his other job. Is it
okay for Drew to hold an outside job while working with Key?
A: Drew must proceed with caution. His first loyalty must be to Key. If the
night work causes him to be tired and less alert for his day job, it could endanger him and those around him. If he is a regulated driver, it might limit the number of hours he can drive for Key. He should ask his manager for guidance before
accepting the second job to ensure his responsibilities with Key are put first.
Board membership
Serving on the board of directors for an outside company that does business with Key requires advance approval from the Legal Department. Our Company
encourages us to be involved in our communities. One way to do this is by serving on a board of directors for a non-profit organization. This type of community service does not require prior approval, but you may only accept such a position if it
does not interfere with your ability to do your job for Key.
WE PREVENT BRIBERY AND CORRUPTION
Our Company prohibits bribes, kickbacks and facilitation payments, whether done directly or through third parties like agents and joint venture partners. A
bribe is anything of value given in an attempt to improperly influence a business outcome or gain an improper advantage. A kickback occurs when a portion of sales or profits is improperly returned, rebated or “kicked back” to
the purchaser in exchange for making a business deal. Facilitating payments—sometimes called “grease payments”—are sums of money paid to speed up a routine service, such as connecting utilities or processing permits.
Facilitating payments are typically paid in cash. Key does not allow facilitating payments under any circumstance even though they might be legal in some countries. In sum, we must not offer, pay, seek or accept a personal payment, gift or favor to
gain any business advantage.
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Interactions with government officials, including foreign officials, present particular challenges and risks. All
Company employees, regardless of personal location, place of business or national origin, must comply with the U.S. Foreign Corrupt Practices Act (FCPA) because we are a U.S. company. The FCPA makes bribery of foreign government officials a crime.
Government officials can include:
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National or local elected or appointed government employees |
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Political candidates and members of political parties |
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Representatives and employees of government-owned or -controlled entities such as a national oil company or national utility |
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Employees of international quasi-governmental agencies like the United Nations or World Bank |
Providing
anything of value to a government official may be unacceptable depending on the circumstances. Accordingly, the rules for offering gifts and entertainment to government officials are very strict. No employee may ever offer, directly or indirectly,
any form of gift, entertainment or anything of value (like a job or an internship) to any government official or his or her representatives or family members in order to obtain or retain business, improperly influence business decisions, or gain an
unfair advantage. We also cannot allow our agents, consultants, vendors or other business partners to make such offers because the Company can be liable for the acts of our third parties. Thus, we must conduct appropriate due diligence on third
parties, including third parties who deal with government officials on Key’s behalf.
All payments and gifts to, and entertainment of, government
officials must be pre-approved by the Chief Compliance Officer, regardless of size or value, in accordance with the Company’s Travel, Gifts and Entertainment Policy.
Failure to adhere to anti-bribery laws or the FCPA can result in significant civil and criminal liability for our Company and its employees. Please refer to
the Company’s FCPA Compliance Manual for more detailed information.
WE THINK BEFORE GIVING OR ACCEPTING GIFTS AND ENTERTAINMENT
One of the most common ethical situations we’re likely to face—and one of the easiest to confuse—is the question of gifts and entertainment.
It’s very common to give and accept gifts and entertainment in business circles. It’s part of how we build relationships and show our appreciation for a job well done. Even so, we must be cautious. We never want to give anyone the
impression that the gifts or entertainment are being given or accepted in order to improperly influence business decisions or gain an unfair advantage.
Although gifts clearly include goods and services, they can also include any other item of value. For example, if the person paying for a meal or
entertainment does not attend the meal or entertainment, it is considered a gift. If, however, the person who is paying is also attending, it would be considered entertainment.
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When giving and accepting gifts and entertainment, we may exchange common courtesies in accordance with business
practice as long as they are:
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Reasonable in value—that is, nothing lavish or excessive |
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Permitted under both Key’s Code and Travel, Gifts and Entertainment policies and the recipient’s code of conduct and associated policies |
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Not cash or a cash equivalent (such as gift cards, stocks or other securities) |
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Not intended to influence a business decision |
We must remember that there are very strict standards when
accepting gifts, services, discounts, entertainment or any other item of value from our suppliers.
Also, it is extremely important that we always
properly record gift and entertainment expenses and provide adequate supporting documentation. Our business expenses are always subject to internal and third party audits.
Situations may arise (particularly in certain geographic locations) when even politely turning down a gift or not giving a gift could damage a business
relationship. If this happens to you, or if you think it could, you should discuss the specific situation with your manager or the Chief Compliance Officer. Regardless of the outcome, we must be sure the decision whether to give or accept such a
gift is properly documented.
Please refer to the Company’s Travel, Gifts and Entertainment policy for more detailed information.
Q: Larry works in Supply Chain Management and has a good relationship with many of Key’s vendors. His input regarding the costs and
benefits of different materials is part of the final decision regarding which vendors to retain. During the holiday season, one vendor sends him a gift card to a nice restaurant, encouraging Larry to enjoy a night out with his wife, on the vendor.
It’s meant as a thank you for the relationship with Key over the past year. It’s a nice gesture, but for just a moment, Larry wonders if it’s also meant to influence future purchasing decisions. He wavers, but then Larry decides that
it’s harmless to accept the gift card, which was surely meant in kindness. Was Larry correct in accepting a gift card from a vendor?
A: No matter what the vendor’s intentions are, Larry must not accept this gift card. Gift cards are treated the same as cash, which we are
not permitted to give or accept. Although Larry may resist making decisions based on gifts, it’s not right to give the impression that we return favors based on gifts or free entertainment. Always follow Key’s guidelines for accepting and
giving gifts and entertainment. It will help us maintain our reputation as an ethical company.
WE PROTECT KEY’S PROPERTY AND INFORMATION
We have a duty to protect our Company’s assets, use them only for legitimate business purposes, and safeguard them from damage, theft, loss or misuse.
Assets include physical items such as vehicles, equipment, supplies, facilities, funds, computers, phones and documents. Assets also include intangible items such as company time, intellectual property, confidential information and information
systems.
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Physical Assets
We may not remove physical assets from Company property, other than for a business purpose, or use them for personal purposes.
Intellectual Property
Our Company has ownership rights
to its intellectual property, which includes things like copyrights, patents, trademarks, design rights, logos and brands. We all have a duty to protect our intellectual property. Under law, the rights to all intellectual property created with
Company materials, on Company time, at the Company’s expense or as part of our job duties, belong to Key.
Company Confidential Information
We must also protect the confidential, proprietary or trade secret information that gives us a competitive advantage. Here are some examples of the
information we should all safeguard:
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Terms and conditions, rates, discounts or pricing offered to customers |
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Marketing and strategic plans |
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Technological developments |
Never disclose any confidential information or ideas that we own without a clear
business need and permission to do so from the Legal Department. In fact, you should assume that Company information is confidential unless you are certain that the information has been publicly released. While this certainly means not discussing
our Company’s secrets with others, it also means properly securing your computer, documents and other sensitive materials. Avoid talking about such information in places where you can be overheard, including restaurants, restrooms, taxis,
airplanes or elevators. Keep in mind that these rules apply even after your employment with Key ends. Honor the trust that Key has placed in you.
Personal Confidential Information
Because we respect one
another, we make every effort to collect only the personal confidential information that is necessary to conduct business and to safeguard the information we collect. Examples of this information include the following:
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Medical or health information |
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Insurance and other benefit information |
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Contact information, including addresses and phone numbers |
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Financial or bank account information |
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Government-issued identification, such as driver’s license, social security and passport numbers |
No one
should access potential, current or former employee records without proper authority. When access is permitted, care must be taken to protect such information from misuse. Many of the countries in which we operate have local laws about the transfer
of personal information outside the country of origin. For questions regarding the transfer of private information, contact the Legal Department.
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Information Systems
Another important part of protecting Key’s assets (both physical items and intangible items) means protecting its information systems. Our information
systems are provided for authorized business purposes. We should protect these systems by:
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Guarding both the physical equipment Key provides, as well as the information contained on that equipment |
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Following all security measures and policies for your computer system, portable electronic devices (including smart phones and iPads), laptops and other storage devices |
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Never leaving these devices where they could be lost or stolen (including in a locked car or unsecured in a hotel room or vehicle) |
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Not sharing your password or access codes with anyone else—even fellow Key employees |
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Not allowing others to use your accounts |
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Not disclosing the Company’s confidential information to third parties |
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Not violating the rights of any person or company protected by copyright, trade secret, patent, or other intellectual property, or similar laws or regulations |
It’s also important for us to act professionally when using Key’s information systems. Three key points to remember are:
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Always adhere to our Core Values, Company policies and our Code when composing email, instant messages and text messages |
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Refrain from using unkind words, discriminating or harassing comments and threatening or abusive language in any communications |
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Refrain from accessing, sending or storing pornographic material |
Always remember that electronic messages,
both personal and business-related, can be copied and forwarded without your knowledge or consent. The Company reserves the right to monitor, record, disclose, audit and delete, without prior notice, the nature and content of an employee’s
activity using the Company’s electronic systems, to the extent permitted by local law.
Q: Aaron is a mechanic for Key. He repairs and
maintains equipment and is quite good at troubleshooting. On several occasions, he has taken his Key-provided tools home with him to work on home improvement projects for neighbors and friends. Key is always promoting community involvement, so he
feels sure that Key would not mind him using the tools to help others. Is Aaron entitled to use these tools for tasks outside of his job description?
A: No. Aaron should not use Key property for personal reasons. He’s kind to want to use his skills to help friends, but Key’s tools
should be used only for Key business. We must all respect our Company’s property at all times, including Company-issued tools and equipment.
Q: Jean is an Area Manager for Key. She’s required to travel to different locations, where she meets with local managers, employees and
customers. Over the past couple of months, she’s been on the road a lot. When she’s home, she takes her family out to nice restaurants, buys her family groceries, and fills up her husband’s car with fuel using her Company credit card.
She feels this is the least the Company can do to compensate her for being away for so many days these past couple of months. Does Jean deserve to use the Company credit card for these expenses?
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A: Jean should never use Company funds (which includes credit cards and fuel cards) to cover her
personal expenses, even if she feels she deserves it or that the Company won’t notice. If Jean doesn’t feel she is being compensated fairly in light of her recent travel obligations, she should discuss her concerns with her manager.
Q: Josh, a Human Resources Generalist, has access to a database that contains confidential personnel information, such as social security
numbers, driver’s license numbers, benefits information and addresses. Josh’s best friend, who’s a recruiter for the oil and gas industry, asks Josh for a list of all employees in the Alice, Texas, location, along with their social
security numbers and addresses. Josh runs a report and gives the information to his best friend who proceeds to contact the employees on behalf of a company that competes with Key. Although Josh had permission to access Key’s database, was he
permitted to share the information with his friend?
A: No. Under no circumstance should Josh have shared this private employee information
with his friend. Even though Josh had access to the information for his job, he is only permitted to use such information for job-related purposes.
Q: Sheila, an Operations Administrative Supervisor, and her husband own a commercial cleaning business that they operate out of their home at
nights and on the weekend. However, Shelia uses her Company computer to invoice the customers of their personal business. Should she do this?
A: No. Although this outside employment does not seem to interfere with Sheila’s loyalty to Key or otherwise present a conflict of
interest, she is not permitted to use her Company computer to run a side business. She should perform all personal business on a personal computer while not on Key’s time.
Q: Ben, a Yard Helper, is starting to notice that a lot of scrap is piling up in the Key yard. He even sees a trailer that no one has used for
months. One Saturday, he and his friend enter the yard, load up a truck with the scrap and haul the scrap, along with the trailer in tow, to Ben’s house. Ben thinks he’s doing the Company a favor by clearing out the “trash.”
Should Ben have taken what he believed to be trash?
A: No. This scrap material and the trailer are not trash. They are Company property and
Ben has no right to take possession of them for his personal use or financial gain. Our Company has policies regarding the disposition of assets, including scrap material. If Ben was concerned about the scrap piling up, he should have referred to
those policies and discussed them with his manager.
WE AVOID INSIDER TRADING
From time to time as we work, we may learn inside information about our Company or our business partners. Inside information is both
“material” and “non-public.” Material means important information a reasonable investor would want to know before buying or selling a security (such as company stock). Information is considered non-public when only
those within our Company know about it. This label applies until the information is announced to the public and two full trading days have passed.
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We must never make decisions about buying or selling securities based on inside information. Doing so is
considered insider trading, which is illegal. If you have inside information about a company, you must not trade in that company’s stock. In addition, you cannot share inside information with someone else so that he or she can financially
benefit from the information. This practice, known as tipping, is also illegal.
If you have any questions about whether the information you
possess is inside information, or whether a financial decision you are considering is allowed, contact the Legal Department for more guidance.
WE
RESPECT THIRD-PARTY INFORMATION
We expect our customers, suppliers and other business partners to respect our confidential, proprietary and trade
secret information. In turn, we always respect the third-party information entrusted to us. This means we never share the confidential information our business partners share with us.
This also applies to any competitor information we learn unintentionally. If we do learn competitor information without the owner’s permission, we should
immediately alert the Legal Department. Unless the information is clearly public information (such as best practices, what is available on the Internet or in public filings), do not use it without permission. For similar reasons, we must never ask
our fellow Key employees to tell us about competitive information from previous employers.
Likewise, we’re always careful when using third-party
intellectual property. We only do so legally, such as with prior written permission. This means we only use properly licensed software. We’re also careful only to use our own resources in our sales and marketing materials.
WE COMPETE FAIRLY
We believe in the quality of the work
we do. Quality, along with our commitment to ethics and integrity, allows us to remain a market leader. Our customers trust us to provide high-quality service, and our Company’s success depends on maintaining that trust. That means we must make
sure that the services we provide are safe, comply with applicable laws and regulations and consistently meet or exceed the Company’s standards.
Ethics of Suppliers
An important part of maintaining our
quality is holding suppliers accountable for the quality, safety and integrity of the products and services they provide to us. If you know or suspect that a supplier is not upholding its commitments to quality, safety and integrity, it’s your
responsibility to report the situation to Supply Chain Management.
Fair Dealing
In addition, our Company strictly prohibits unethical sales or marketing practices. We’re committed to fair dealing, which means that our business
conduct is always rooted in honesty and integrity. If your job entails selling, advertising, promoting or marketing our services, you must be especially alert for any misstatements. We must always be accurate and truthful when representing the
quality, features or availability of our services. Fair dealing also means we never make unfair or inaccurate comparisons between our competitors’ services and our own.
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Competition Laws
Competing fairly also means we abide by competition laws (called antitrust laws in the United States) wherever we do business. The specifics of these
laws may vary from country to country, but their general purpose is to ensure a level playing field. This allows our customers to get the best services for the fairest prices.
Generally, competition laws require that we make independent business decisions based on what’s best for our Company. We cannot collaborate with any of
our competitors as a means of spreading risk or reducing cost. To that end, we should never discuss any of the following topics with our competitors’ employees and representatives:
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Pricing or marketing strategies |
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Allocating markets, customers or territories |
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Tying the sale of one product or service to another |
If a competitor tries to engage you in any of these types
of discussions, it’s not enough to walk away from such a discussion. You must make it clear that you will not participate in any questionable acts. Even the appearance of anticompetitive behavior can cause severe trouble for our Company. Report
any such behavior to the Legal Department.
Q: Gina works in Sales for Key. She’s proud of the good job she does, and she knows that
her manager has started to expect great things from her. While she’s flattered that he sees potential in her, she also feels the pressure to perform. She decides that she could learn some good selling points if she were to call a competitor and
pose as an interested client. Not only could she learn their sales tactics, but she might also pick up information to use against that competitor when she’s trying to convince clients that Key is the right provider for them. Is it right for
Gina to do this?
A: While it’s admirable that Gina wants to increase her productivity for Key, she must never use deception to gain an
advantage. Using publicly available information about our competitors is fine, but we should only obtain this information legally and ethically. Gina is not competing fairly if she misrepresents herself on a call. We also never speak unkindly of our
competitors. While it’s fine to share facts, we never share opinions or gossip about competitors.
WE RESPECT AND ABIDE BY TRADE LAWS
Because we have a worldwide presence, we cannot stop with simply meeting local rules and regulations. We must also comply with all national and international
rules that regulate our trading activity. We must understand and follow international trade laws (including import, export controls and sanctions laws) in the United States and other countries where we do business.
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An export occurs when a product, service, technology or piece of information is shipped to a person or
company in another country. An export can also occur when technology, technical information or software is provided in any way (including verbally, in the case of information) to a non-United States citizen located in either the United States or a
third country. Before agreeing to export anything, verify the eligibility of both the delivery location and the recipient location. Make sure to have all required licenses and permits, and pay all proper duties in accordance with our FCPA Compliance
Manual and our Code. Do not look for short cuts. Follow all guidelines and honor the proper steps.
Import activity, or bringing the goods we
purchase from a foreign or external source into another country, is also generally subject to various laws and regulations. Specifically, this activity may require the payment of fees and taxes, as well as the submission of certain filings. All such
payments and filings should be made in compliance with local and U.S. law and our Code.
Sanctions imposed by the United States, the United
Nations, the European Union, other countries or other geo-political organizations may restrict or prohibit dealings with certain countries or individuals. Activities that may be restricted include asset transfers, monetary payments, provision of
services, exports of sensitive technology and travel to the affected countries. We must know and follow applicable restrictions wherever we are doing business. For questions regarding international trade controls, consult the Legal Department or
refer to our Export Compliance Policy.
Because we operate globally, we must also be mindful of illegal boycott requests. Under United States law,
we may not engage in any of the following activities, regardless of our location:
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Refusing or agreeing to refuse to do business with a boycotted country or its nationals |
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Refusing or agreeing to refuse to do business with a blacklisted or boycotted company |
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Certifying that an entity is not blacklisted |
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Agreeing to participate in or otherwise cooperate with an unsanctioned foreign boycott |
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Providing information on a company’s activities with a boycotted country or with a blacklisted company or concerning the race, religion, gender or national origin of personnel |
Our Company must report any requests to participate in an unsanctioned boycott to the United States government. If you believe you have received a boycott
request or have any questions about boycott activities, it is crucial that you consult with the Legal Department.
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TEAMWORK AND COMMUNITY:
THE WAY TO EMPOWER AND SHARE OUR SUCCESS
WE THINK
ABOUT OUR GLOBAL FOOTPRINT
As good corporate citizens, we care about how our actions impact our world. We comply with the environmental laws, rules
and regulations in all the locations where we do business.
Q: Frank noticed a small leak coming from one of the tanks on a worksite. He
disregarded it as unimportant and left the location without notifying anyone. Overnight, the leak continued, and it ended up affecting the drinking water in the nearby neighborhood. What should Frank have done?
A: Frank should have immediately reported the leak to his supervisor or Health, Safety and Environment so that they could report the spill to
the appropriate environmental agency and resolve the issue as quickly as possible. What seems like a small or insignificant issue has the potential to create harm, damage the reputation we have worked hard to build and cost our Company a lot of
money.
WE HAVE A CORPORATE SOCIAL RESPONSIBILITY
Our Company makes a positive difference in the communities where we live and work through our volunteer and political activities. Our Company gives back to its
communities by partnering with select non-profit organizations through the Key Charity Committee.
We’re encouraged to support our communities in
similar ways. We’re always free to make personal charitable contributions. However, if we wish to take part in charitable activities on Company time, we must obtain prior management approval. Likewise, if we wish to support a charity on the
Company’s behalf, such contribution must be pre-approved by the Key Charity Committee.
In the United States, employees are welcome to participate in
Key’s Political Action Committee (PAC). However, participation is a choice, and no one should feel any obligation to contribute. Never try to pressure a fellow employee into donating to or voting for a certain cause or candidate. Our Company
never directly contributes to political causes or candidates, and refrains altogether from political involvement outside the United States. Because of the legal risks surrounding corporate campaign contributions, never use Company time or resources
(including phones, computers or even copy machines) to conduct political activities.
WE CONSIDER KEY’S REPUTATION IN THE COMMUNITY
We value our reputation in the community. To preserve our reputation for integrity, we must ensure that our communications with the public give an accurate and
honest picture of our business operations, transactions and plans. It’s important for us to speak about our Company with one consistent voice. To make sure all statements are correct and precise, we may not make public statements on our
Company’s behalf unless we have been designated as a Company spokesperson. Never answer an investor, security analyst, press member or other public contact who requests information from you on behalf of the Company, even if the request is
informal. Instead, refer them to the Company’s Investor Relations Department. Requests from government officials or attorneys should be referred to the Legal Department.
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Key recognizes that the Internet provides unique opportunities to listen, learn and engage with stakeholders
using a wide variety of social media, including blogs, microblogs (such as Twitter), social networking sites (such as Facebook and LinkedIn), wikis, photo/video sharing sites and chat rooms. However, keep in mind that there are many laws around the
world that regulate what Key can and cannot say about its services. The following are some guidelines when using social media:
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Always remember that the Internet is a public place. |
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Protect Company assets and confidential information. |
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Make it clear to readers that the views expressed are yours alone and that they do not reflect the views of the Company. |
Remember that electronic messages (such as emails and text messages) are permanent, transferable records of our communications. Anything you type or post can
affect our Company’s reputation.
If you believe that Key technologies or electronic communications are being used inappropriately, notify your
supervisor who will then alert the appropriate department.
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WAIVERS
Our
Board of Directors must approve any amendment of this Code. Our Board must also approve any waiver of our Code for our directors and executive officers, including the Chief Executive Officer and senior financial officers. Any amendment or waiver of
our Code must be reported to the Company’s Disclosure Committee and will be disclosed publicly, if and as required by law or stock exchange rules.
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ETHICS HOTLINE AND ETHICS WEBSITE CONTACT INFORMATION AND OTHER RESOURCES
There are many ways to find help in the event you have a question or suspect that there has been a violation of our Code. One way is to contact the Ethics
Hotline using the dialing instructions for the country from which you are calling. Countries with an asterisk (*) are serviced by AT&T Direct. In those countries, you must dial the AT&T access code listed below for your country. After a
brief AT&T greeting in English followed by a “bong” tone, dial the Ethics Hotline toll free number, 888-299-9565. Please be patient. An operator in the native language will answer the call.
For countries not listed, use the international operator to place a collect call to the United States at 770-613-6329. As countries and new numbers are added,
they can be found at www.keyenergy.com.
You can also submit a report by accessing the Ethics Website at www.reportlineweb.com/KeyEnergy.
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PHONE NUMBER |
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| Bahrain |
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8000-0999 |
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| Canada |
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1-800-299-9565 |
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| Colombia |
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01-800-518-1654 |
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| Ecuador |
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800-225-528 * |
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| Mexico |
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English: 01-800-112-2020 *
Spanish: 001-800-658-5454 * |
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| Oman |
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001-678-248-7290 |
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| Russia |
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Moscow: 363-2400 *
Outside Moscow: 8^812-363-2400 * |
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| United States |
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1-800-299-9565 |
In addition to the Ethics Hotline, you should direct any questions or concerns to any the following resources:
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Chief Compliance Officer, at +1-713-651-4300 or cco@keyenergy.com |
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Senior Director, Human Resources (Domestic or International), at +1-713-651-4300 |
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Internal Audit, at +1-713-651-4300 |
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Director of Loss Prevention, toll-free at +1-866-902-3438 |
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In writing: Ethics Committee, Key Energy Services, 1301 McKinney Street, Suite 1800, Houston, Texas 77010 |
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By email: ethics@keyenergy.com |
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By fax: +1-432-618-3521 |
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CERTIFICATION
By signing below, I acknowledge that I have received my copy of Key’s Code of Business Conduct (“Code”). I understand that each Key employee,
officer, and director is responsible for knowing and adhering to the principles and standards of our Code.
I further acknowledge and agree that
Key’s Code is intended to provide a general overview of our Company’s policies and does not necessarily represent all such policies and practices in effect at any particular time. I certify that I have carefully read and I understand the
Code. I support these professional standards for Key, and for myself, and I will act in accordance with them.
In addition, I have been asked to disclose
any conflicts of interest. Consistent with that requirement, I hereby state (Check one):
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I have nothing to disclose. |
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I would like to make the following disclosures. (List and briefly explain below, even if disclosed previously. Additional pages may be attached.) |
I understand and agree that if additional or new circumstances arise that require disclosure, I will disclose such conflicts
of interest matters in writing to my manager. I will then be able to work with appropriate Key resources to resolve the conflict.
I understand that I
should contact one of the resources listed in our Code if I have any questions concerning this document, or any behavior or situation concerning Key. I also understand that I have a responsibility to report in good faith any violations or potential
violations of this Code to my manager, Human Resources, or the Ethics Hotline immediately.
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