PURPOSE The concept of "ethical behavior" is hard to define. But, all of us know it when we see it and we know it when we don't. We'd all agree that ethical behavior is fair, honest, proper and legal and demonstrates respect for others. In other words, ethical behavior means doing "what's right". But some issues aren't simply black or white, so figuring out what's right can take a lot of thought. Ethical decisions early on can prevent minor concerns from becoming big problems. Doing the right thing reduces the risk of ethical mistakes and makes your job and everyone else's job more secure. The Authority officers and directors are committed to every aspect of this Policy. Management has pledged to maintain the same high standards of ethical behavior and conduct their jobs with integrity. The Allegheny County Airport Authority (Authority) maintains certain policies to guide its employees with respect to standards of ethics and conduct expected in areas where improper activities could damage the Authority's reputation and otherwise result in serious adverse consequences to the Authority and to employees involved. The purpose of this Policy is to affirm, in a comprehensive statement, required standards of conduct and practices. Management has the added responsibility for demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters. To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers should not consider employees ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At the Authority, we want the ethics dialogue to become a natural part of daily work. An employee's actions under this Policy are significant indications of the individual's judgment and competence. Accordingly, those actions constitute an important element in the evaluation of the employee for position assignments and promotion. Correspondingly, insensitivity to or disregard of the principles of this Policy will be grounds for appropriate management disciplinary action. Compliance with Laws, Rules and Regulations The Authority s commitment to integrity begins with complying with laws, rules and regulations where we do business. Further, each of us must have an understanding of the Authority s policies, laws, rules and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or the Authority s policy, we should seek the advice from the resource expert. We are responsible for preventing violations of law and for speaking up if we see possible violations. Because of the nature of our business, some legal requirements warrant specific mention here. Page 1 of 8
Conflicts of Interest Generally speaking, a conflict of interest arises when there is an opportunity for, or an appearance of, personal gain apart from the normal rewards of employment. Conflicts also exist when there is any direct or indirect association by an employee with an outside commercial activity, which might in any way adversely affect the Authority or benefit the employee. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also rise when an employee, officer or director, or members of his or her family, receive improper personal benefits as a result of his or her position in the Authority. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest. It is impractical to describe all situations in which conflict of interest may arise, but set forth below are some examples. To avoid a conflict of interest, or the appearance of a conflict of interest, the following guidelines should be kept in mind: 1. The use of Authority funds or resources to support or influence a political initiative or referendum without proper authorization or to support a political party or candidate is prohibited. 2. Any financial transaction, service or other arrangement that places personal interests and those of the Authority in opposition with each other must be avoided. 3. Anyone who buys or sells goods or services, or who influences such buying and selling in any way, must maintain the highest standards of ethical conduct. Any information that is proprietary either to the Authority or a supplier carries an obligation to assure confidentiality, subject to the terms of mandated disclosure under the Pennsylvania Right to Know Act. Questions regarding whether material may be disclosed are to be submitted to the Authority s Solicitor. 4. All employees, including management, must avoid any activity, investment, interest or association which compromises, or which might appear to compromise, the independent exercise of judgment and the performance of work in the best interests of the Authority, the airlines and concessionaires serving the airport and the public. 5. Investing in, having material interest in or acting in any capacity (such as officer, director, partner, consultant, employee, distributor or agent) in any current or potential vendor, service provider or concessionaire or any entity bidding to provide services or supplies to the Authority is to be avoided. In the event of such an interest or position, the same shall be immediately disclosed to the Executive Director and the Chief Financial Officer. Page 2 of 8
Conflicts of Interest cont. 6. Employees should not seek or accept a payment, service, or gift or loan from, or for, a vendor, service provider or concessionaire or any entity bidding to provide services or supplies to the Authority. Gifts with an aggregated value of less than $250 in any year are excluded. 7. Employees shall not conduct any business transaction with a vendor, service provider or concessionaire or any entity bidding to provide services or supplies to the Authority for personal gain. 8. Employees shall not use information to which an employee has access by reason of his/her position, in a manner, which will be detrimental to the Authority s interest. 9. Employees shall not disclose or otherwise misuse confidential information of any kind obtained through an employee s connection with the Authority. 10. Employees shall not obtain for oneself, or others, any business opportunity, which is known or could reasonably be anticipated to interest the Authority. Involvement by members of the immediate family of an employee in any of the situations described above may involve conflict of interest and must be reported by the employee if known by him or her. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or with the Executive Director. Any employee or officer who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the reporting procedures for unethical behavior. Breach of this conflict of interest policy is a violation of Authority rules which could result in disciplinary action and could require reimbursement to the Authority for any loss suffered. Policy on Doing Business with Family Members If an employee wishes to do business on behalf of the Authority with a member of that employee's immediate family or other relative or with a company of which a relative is an officer, director, or principal, the employee must first disclose the relationship and obtain the prior written approval of their immediate supervisor. Page 3 of 8
Corporate Opportunities Employees are prohibited from taking for themselves personal opportunities that are discovered through the use of Authority property, information or position without the consent of the Board of Directors. No employee may use Authority property, information, or position for improper personal gain. Employees, officers and directors owe a duty to the Authority to advance its legitimate interests when the opportunity to do so arises. Fair Dealing All employees must endeavor to deal fairly with the Authority s vendors, suppliers, bidders and concessionaires and with each other. No employee should take unfair advantage of anyone through manipulation, concealment, abuse or privileged information, misrepresentation of materials facts, or any other intentional unfair-dealing practice. It is a violation of this code to knowingly sign documents that are inaccurate, untrue or are in violation of the Authority s policies and procedures, or conceal information from, or give misleading information to, anyone authorized to receive that information by management. Policy on Gifts and Favors Employees should avoid any actions that create a perception that favorable treatment of outside entities by the Authority was sought, received or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom the Authority does or may do business. The Authority will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of the Authority or customers, or would cause embarrassment or reflect negatively on the Authority s reputation. Most business courtesies offered to employees in the course of employment are offered because of their positions at the Authority. Employees should not feel any entitlement to accept and keep a business courtesy. Although employees may not use their position at the Authority to obtain business courtesies, and must never ask for them, employees may accept unsolicited business courtesies that promote successful working relationships and good will with the firms with which the Authority maintains or may establish a business relationship. Employees who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect the company s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when the Authority is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain the Authority business. Page 4 of 8
Discrimination and Harassment The Authority recognizes that all employees deserve to work in an environment where they are treated with dignity and respect. The Authority is committed to creating such an environment as it brings out the full potential in each of us, which, in turn, contributes directly to our business success. The Authority is an equal opportunity employer and is committed to providing a workplace that is free of discrimination of all types of abusive, offensive or harassing behavior. Any employee who feels harassed or discriminated against should report the incident to the Human Resources department. Health and Safety The Authority strives to provide each employee with a safety and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use, possession, distribution, manufacture of illegal drugs in the work place is strictly prohibited and will not be tolerated. Record-Keeping The Authority requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the correct actual number of hours worked should be reported. Employees who charge expenses to the Authority must ensure that the same are documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. All of the Authority s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Authority s transactions and must conform both to applicable legal requirements and to the Authority s system of internal controls. Unrecorded off the books funds or assets should not be maintained unless permitted by applicable law or regulation. Most of the Authority s records and communications are subject to public disclosure under the Pennsylvania Right to Know Act. We should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterization of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Authority s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Authority s Solicitor. Page 5 of 8
Confidentiality Employees must maintain the confidentiality of confidential information entrusted to them by the Authority, except when the Authority s Solicitor authorizes disclosure or as may be required by applicable laws or regulations. Confidential information includes all non-public information that might be harmful to the Authority or its vendors, suppliers, service providers, concessionaires, airlines, or security of the airport if disclosed. All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the employee or made available to the employee concerning the business of the Authority shall be the Authority s property and shall be delivered to the Authority promptly upon the termination of the employee s employment with the Authority or at any other time on request. Protection and Proper Use of Company Assets All employees should endeavor to protect the Authority s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Authority s finances. Any suspected incident of fraud or theft should be immediately reported to management or the Authority s designated hotline at 1-800-815-9072. Employees are forbidden to use, directly or indirectly, Authority funds and assets for any purpose other than the performance of their functions. The Authority also prohibits the establishment or maintenance of undisclosed or unrecorded funds and assets. Payments to Government Personnel The U.S. government has a number of laws and regulations regarding business gratuities, which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Authority policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Authority s Solicitor can provide guidance to you in this area. Reporting Illegal or Unethical Behavior including Financial and Accounting Issues Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior. It is the policy of the Authority not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. It is always the Authority s policy that there be full, fair, accurate, complete, objective, timely and understandable disclosure in all reports and documents that the Authority files with any other government agency or self-regulatory agency, and in other public communications made by the Authority. This standard of integrity applies to reports and documents that are used for internal purposes as well. These obligations apply to the Executive Director, the Deputy Director of Operations, the Chief Financial Officer, the Page 6 of 8
Reporting Illegal or Unethical Behavior including Financial and Accounting Issues Cont. Controller and any other employee with any responsibility for the preparation and filing of such reports and documents, including drafting, reviewing, and signing or certifying the information contained in those reports and documents (each is a Financial Reporting Person). In light of the above policy and in addition to the other sections of this policy, if you are a Financial Reporting Person: when analyzing actual or apparent conflicts of interest, you are required to observe both the form and spirit of technical and ethical accounting standards; to ensure that disclosure is accurate and complete, it is your responsibility to familiarize yourself not only with the disclosure requirements applicable to the Authority, but also with the Authority s business and financial operations; and if you act in a supervisory role, you should not accept at face value information that is presented in documents and reports submitted to you for approval you are responsible for critically analyzing all financial information that is to be disclosed. In addition to the above policy, federal law requires that the Authority devise and maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (1) transactions are executed in accordance with management s general or specific authorization; (2) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; and (3) transactions are recorded as necessary to maintain accountability for assets. It is our policy that documents not be falsified. The Audit Committee of the Authority has developed procedures for the receipt, retention, and treatment of complaints received by the Authority regarding accounting, internal accounting controls, or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind by calling the Authority s designated hotline at 1-800-815-9072. Page 7 of 8
Compliance Procedures We must all work to ensure prompt and consistent action against violations of this policy. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind. Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible. Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is. Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor s responsibility to help solve problems. Seek help with Authority resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager or your Human Resources manager. You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Authority does not permit retaliation of any kind against employees for good faith reports of ethical violations. Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act. Page 8 of 8