1 MV Transportation, Inc. Code of Conduct This Code of Conduct ( Code ) has been adopted by the Board of Directors of MV Transportation, Inc. (the Company ) as the ethics and business code of conduct for the Company and its subsidiaries (collectively, MV ). Our Code applies to all MV employees, members of the Board of Directors, and all third parties who represent MV or act on its behalf, such as consultants and contractors. Our Code promotes not only doing things the right way, but also doing the right things to maintain our institutional integrity. Core Principles The Code encapsulates the MV principles and values that should guide our actions within the organization and in the marketplace as we strive to be the best provider of transportation and management services. Raising Concerns We all have an obligation to uphold MV s ethical standards. If you observe behavior that concerns you, or that may represent a violation of our Code, you need to raise the issue immediately. Doing so will allow MV an opportunity to address the issue and take corrective measures, as appropriate, before it becomes a violation of law, a risk to our employees health, or harms MV s reputation. If you are in doubt about a course of conduct, ask yourself: Is it legal? Is it ethical? Is it consistent with the Code? Will it reflect well on me or MV? Would I want to read about it in the newspaper or social media? If you are still uncertain, your supervisor is usually the best source of information and guidance. Additionally, the Human Resources, Legal, and Risk Management departments as well as the Senior Leadership Team are available to assist you whenever necessary. Any violation of MV s policies and procedures or ethical issues may be reported anonymously using any of the following methods: Toll-free Hotline: (877) Write: General Counsel
2 MV Transportation, Inc N. Central Expressway, Ste Dallas, Tx Note: Caller ID is not used on ethics phone numbers. During your employment, you may be involved in an investigation regarding possible violation(s) of the Code and/or other MV policies. MV expects each employee to fully and truthfully cooperate in such an investigation and the failure to do so may result in disciplinary action, up to and including termination. MV does not tolerate retaliation against any employee who, in good faith, reports a suspected violation of law, the Code, or other company policies and procedures, or who participates in any investigation of a suspected violation involving another employee. Obey the Law As a global company, MV must comply with the applicable laws and regulations of every country in which it does business. We are responsible for knowing and following all applicable laws and regulations. Where the Code or company guidelines differ from local laws or regulations, we must always follow the higher standard. If you believe that the requirements of the Code conflict with local laws, you must immediately notify the General Counsel. Employees who are involved in international operations must be familiar with the Foreign Corrupt Practices Act ( FCPA ) and with similar laws that govern our operations in other countries in which we do business. The FCPA is a United States law that prohibits giving, offering or promising anything of value to foreign officials or foreign political parties, officials or candidates, for the purpose of influencing them to misuse their official capacity to obtain, keep, or direct business to MV or to gain any improper advantage for MV. In addition, the FCPA prohibits knowingly falsifying MV s books and records or knowingly circumventing or failing to implement accounting controls. Violations of laws and regulations have serious consequences, both for MV and for the individuals involved. Therefore, when questions arise on these or other legal matters, you should always seek guidance from the Chief Compliance Officer. Promote a Positive and Safe Work Environment All employees want and deserve a workplace where they feel respected and where they are treated fairly. To that end, MV will not tolerate harassment or discrimination of any kind -- especially involving race, color, creed, religion, sex, national origin, age, pregnancy, disability, veteran status, marital status, sexual orientation, gender identification, or any other characteristic protected by law. While everyone who works for MV must contribute to the creation and maintenance of such an environment, our management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates
3 that could cause them to deviate from acceptable ethical behavior. We are committed to providing a drug-free, safe, and healthy work environment, and to observe environmentally sound business practices. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have. We are also committed to providing a safe environment for our employees, passengers, clients, and visitors. Any employee who commits or threatens any violence in the workplace will be subject to termination. Each employee is also responsible for reporting to his or her supervisor, a manager, or the Human Resources Department any violence or threats of violence, whether involving an employee or someone else. MV will promptly investigate these reports and take appropriate action to protect the safety of its employees. Keep Accurate and Complete Records Every employee has the responsibility to maintain accurate records and reports, including financial and accounting records that accurately and completely reflect all business transactions and company assets. Employees must not make any false statements, misleading or artificial entries, or material omissions or misrepresentations in any of MV s financial books, records or other documents or communications, including but not limited to, bid and proposal activities, and records relating to time keeping and hours worked. No one should rationalize or even consider misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action, up to and including termination. Make Accurate Disclosures We must assure that all disclosures made in all reports and documents filed with governmental agencies, and other public communications by MV, are fair, accurate, complete, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for the preparation of such reports, including drafting, reviewing, and signing or certifying the information contained therein. Adhere to All Antitrust Laws Antitrust laws, sometimes also called competition laws, govern the way that companies behave in the market place. Antitrust laws encourage competition by prohibiting unreasonable restraints on trade, such as price fixing and boycotting suppliers or clients. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery and kickbacks. Antitrust laws are vigorously enforced and could result in criminal penalties for MV and the individuals involved in the misconduct, including but not limited to substantial fines and prison sentences. These laws also apply to international operations and transactions related to imports into and exports from the countries in which we do business. Employees involved in any dealings with competitors are expected to know that U.S. and other countries antitrust laws may apply to their activities and to consult with the Legal Department prior to negotiating with or entering into any arrangement with a competitor. Avoid Illegal and Questionable Gifts Many countries have anti-bribery and other anti-corruption laws that are intended to prevent
4 companies and individuals from gaining an unfair business advantage and from undermining the law. We want to avoid even the appearance that our business decisions are based on improper payments, favors, gifts or hospitality. Gifts and hospitality can take many forms including cash or cash equivalents, favors, products, travel, entertainment (such as tickets to sporting events or concerts), meals, sports memorabilia, and anything else of value (collectively, Gifts ). Offering, giving, receiving or promising, whether directly or indirectly, anything of value for the purpose of improperly obtaining or maintaining business, or to obtain any improper business advantage is strictly prohibited because these could be considered an illegal bribe or kickback. Penalties for violating anti-bribery and other anti-corruption laws could result in substantial fines and prison sentences. Prohibitions on offering or paying any form of bribes also apply to third parties acting on MV s behalf, such as contractors and consultants. We must never engage a third party who we believe may attempt to offer a bribe to conduct company business. Gifts to Government Employees Federal, state and local government departments and agencies are governed by laws and regulations concerning acceptance by their employees of Gifts from companies and persons with whom those government departments and agencies do business or over whom they have regulatory authority. It is the policy of MV to comply strictly with those laws and regulations. You need to obtain approval from the Chief Compliance Officer before providing anything of value to a government official. All such Gifts must comply with MV s Political Contribution Policy. Gifts to Non-Government Employees MV employees may provide meals, refreshments, entertainment, and other business courtesies of reasonable value to non-government employees in support of business activities, provided that The acceptance will foster goodwill and successful business relations; The courtesies are not lavish or extravagant under the circumstances; and The courtesies are not frequent and do not reflect a pattern or the appearance of a pattern of frequent acceptance of courtesies from the same entities or persons. While it is difficult to define "lavish or extravagant" by means of a specific dollar amount, a common sense determination should be made consistent with reasonable marketplace practices. MV employees are prohibited from offering or giving Gifts having a market value of $ or more, to a person or entity with which MV does or seeks to do business, unless specifically approved by the Chief Executive Officer or President. If the value of the Gift is more than $250.00, then approval of the General Counsel is also required. Gifts to MV Employees Although an employee may not use his or her position at MV to obtain business courtesies, it is permissible to accept unsolicited meals, refreshments, entertainment, and other business courtesies on
5 an occasional basis, provided: The acceptance will foster goodwill and successful business relations; The courtesies are not lavish or extravagant under the circumstances; The courtesies are not frequent and do not reflect a pattern or the appearance of a pattern of frequent acceptance of courtesies from the same entities or persons; and The employee accepting the courtesies would feel comfortable about discussing the courtesies with his or her manager or coworker, or having the courtesies known by the public. It is the personal responsibility of each employee to ensure that his or her acceptance of such meals, refreshments, or entertainment is proper and could not reasonably be construed in any way as an attempt by the offering party to secure favorable treatment. MV employees are not permitted to accept compensation, honoraria, funds or monetary instruments in any form or amount, or any Gift (including tickets to sporting, recreational, or other events) that has a market value of $ or more, from any entity, representatives of any entity, or any person that does or seeks to do business with MV, unless approved by the Chief Executive Officer or President. Any Gift with more than a market value of $ must be approved by the General Counsel. Solicitation of Gifts is always prohibited. If you have any questions about the propriety of a Gift, you should contact the Chief Compliance Officer. Gifts to MV Employees Who Procure Goods or Services for MV If you buy goods or services for MV or are involved in the procurement process, you must treat all suppliers uniformly and fairly. In deciding among competing suppliers, you must objectively and impartially weigh all facts and avoid even the appearance of favoritism. For this reason, Gifts from suppliers or vendors must not be accepted, except for Gifts with a fair market value of less than $100.00, and advertising or promotional items of nominal value such as a pen, key chain, water bottle, visor, cup or glass or similar items displaying such supplier s or vendor s logo. Avoid Conflicts of Interest We conduct our business affairs in the best interest of MV and should therefore avoid situations where our private interests interfere in any way with MV s interests. You should never use MV property or information for personal gain. Here are some ways a conflict of interest could arise: Employment, or agreement to accept future employment, with a competitor or potential competitor, regardless of the nature of the employment, while employed by MV without immediate disclosure to MV. Acceptance of Gifts or services from those seeking to do business with MV. Giving business to a company owned or controlled by a member of the Board of Directors, a shareholder or an employee or his or her family.
6 Ownership of 5% or more of the equity of a company or a firm (such as stocks or partnership interests) that is a competitor or a supplier of MV; Ownership of 5% or more of the equity of a company or a firm (such as stocks or partnership interests) with whom MV has a contractual relationship or with whom MV is negotiating a contract or other transaction; Acting as a consultant to a MV client or supplier. Having a personal interest or potential for gain in any MV transaction. Supervising family members, relatives or those with whom you are romantically involved. Any situation, transaction or relationship that might give rise to an actual or potential conflict of interest must be disclosed in writing to your supervisor, the applicable Senior Leadership Team member and the General Counsel. Avoid Usurping Corporate Opportunities You should not personally take opportunities that are discovered through your position with MV or through the use of MV property or information without the prior consent of the Chief Executive Officer and the General Counsel. Our officers and employees and members of the Board of Directors are also prohibited from competing with MV and from using corporate information or his or her position with MV for personal gain. Promote Competition and Fair Dealing Our success is based on strong relationships of mutual respect and trust with our clients, suppliers, partners and others. We maintain these relationships by treating them with fairness, respect and honesty. We do not engage in unethical or illegal business practices such as stealing proprietary information or trade secrets from other companies, or inducing disclosure of those types of information from past or present employees of such companies. Protect Proprietary and Confidential Information Confidential information is business related information that is not known by people outside of MV and its disclosure would adversely impact MV s business. Such information includes, but is not limited to, business operations, business relationships, sales and marketing information, business plans or strategies, concepts, processes, methods or systems, research and development, data or statistics, plans or study results, client account records and contact information, information regarding prospective clients, training and operations memoranda, personnel records, pricing information and models, financial information, and trade secrets concerning or relating to the business affairs of MV or a third party. From time to time, MV s employees and members of the Board of Directors may have access to MV s and third parties confidential information. Disclosing MV s or a third party s confidential information to any person, company or organization could result in substantial damage to MV and is therefore prohibited unless authorized by the Legal Department. MV s proprietary and confidential information must only be used for MV s business or operations. The obligation not to disclose MV s and third parties confidential information continues even after employment with MV ends.
7 Protect Privacy MV is committed to handling the personal information of our employees, clients and others responsibly and in compliance with applicable privacy laws around the world. It is the responsibility of every employee to respect the personally identifiable information of fellow employees, our clients and other persons. Personally identifiable information should not be used for personal benefit or for nonbusiness use. Obtain and Use Company and Client Assets Wisely Every employee is responsible for the proper use of MV s property, electronic communication systems, information resources, material, facilities, and equipment. You must use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove them from MV s property without management's permission. MV property must be used solely for business use. Political Activities MV will comply with all applicable laws and regulations regarding campaign contributions, lobbying and ethics standards that apply to dealings with public officials and government employees. Except as specifically permitted by applicable laws and regulations and expressly authorized in accordance with MV s Political Contribution Policy, no corporate funds will be used to make contributions or payments to political candidates or causes. Only designated MV officers and employees are authorized to communicate with elected officials regarding public policy issues affecting MV. If you have any questions on whether a communication is permissible, you need to contact the Chief Compliance Officer. Additional Guidance This Code serves as MV s guide for conducting business with integrity. It is not an employment contract and confers no right relating to employment. This Code is not a complete list of MV s guidelines. You are expected to know and comply with all MV guidelines, policies and procedures related to your job. Violation of these other guidelines, policies and procedures may result in discipline, up to and including termination. MV s Board of Directors may amend this Code from time to time as it deems necessary, advisable or appropriate.
8 CODE OF CONDUCT ACKNOWLEDGEMENT I have received a copy of the MV Transportation, Inc. Code of Conduct, and I understand that it is my responsibility to read, familiarize myself with, and comply with the Code of Conduct. I acknowledge that the Code of Conduct may be amended, supplemented, modified or terminated at any time, with or without notice. Employee Signature Date Employee Printed Name
9 CONFLICT OF INTEREST DISCLOSURE This Disclosure must be completed by all General Managers, Vice Presidents, Regional Vice Presidents, Senior Vice Presidents and Senior Leadership Team members. I have read the Conflict of Interest provisions in the MV Transportation, Inc. Code of Conduct (the Code ), and I understand that it is my responsibility to disclose to the applicable Senior Leadership Team and the General Counsel any conflict of interest or potential conflict of interest that I am involved in or am aware of, and the failure to do so will subject me to disciplinary action, including termination. Here are some ways a conflict of interest could arise. This list is not exhaustive and is only intended to give you examples of relationships that may create a conflict of interest. If you have any questions or doubts, please contact the Legal Department. Employment, or agreement to accept future employment, with a competitor or potential competitor, regardless of the nature of the employment, while employed by MV without immediate disclosure to MV. Acceptance of gifts (cash or cash equivalents, favors, products, travel, entertainment (such as tickets to sporting events or concerts), meals, sports memorabilia, and anything else of value) or services from those seeking to do business with MV. Giving business to a company owned or controlled by a member of the Board of Directors, a shareholder or an employee or his or her family. Ownership of 5% or more of the equity of a company or a firm (such as stocks or partnership interests) that is a competitor or a supplier of MV; Ownership of 5% or more of the equity of a company or a firm (such as stocks or partnership interests) with whom MV has a contractual relationship or with whom MV is negotiating a contract or other transaction; Acting as a consultant to a MV client or supplier. Having a personal interest or potential for gain in any MV transaction. Supervising family members, relatives or those with whom you are romantically involved. Please initial one of the following statements: I hereby certify that I am not involved in nor am I aware of any relationship that may pose a conflict of interest. I do have a potential conflict of interest or am aware of a potential conflict of interest. Please list all relevant details about the transaction or relationship. Employee Signature Employee Printed Name Date