CORPORATE COMPLIANCE POLICY MANUAL POLITICAL CONTRIBUTIONS AND GOVERNMENT AFFAIRS 02/11/2003 Policy Number: 23-100 SUBJECT: POLITICAL CONTRIBUTIONS AND GOVERNMENT AFFAIRS Application: Worldwide Strategic Business Units and Subsidiaries. I. POLITICAL CAMPAIGN CONTRIBUTIONS: POLICY AND PROCEDURE Political campaign contributions include direct expenditures or contributions, in cash or property, to candidates for nomination or election to public office or to political parties, as well as indirect assistance or support (except as may be incidental to the administration of an employee campaign fund authorized in accordance with this procedure) such as furnishing of goods, services or equipment, or the purchase of tickets or subscriptions to dinners or other political fund raising events. 1. Federal No funds or assets of the Company shall be used for federal political campaign contributions. 2. State, Local, and Foreign No funds or assets of the Company shall be used for state, local or foreign political campaign contributions, even where permitted by state, local or foreign laws, without the prior written approval of the Chairman and Chief Executive Officer. These prohibitions cover not only direct contributions but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fund raising events, or the furnishing of any other goods, services or equipment to political parties or committees.
(b) (c) All requests for authorization of state, local or foreign political campaign contributions shall be in writing, shall set forth the relevant circumstances of the proposed contributions, shall be approved by the Managing Director of the Strategic Business Unit proposing such contribution, and shall be forwarded to the Office of the General Counsel of Tenneco. If, after further and independent review of the legality of the matter in question, the General Counsel or his designee shall determine that the proposed contribution is lawful, he shall prepare a written opinion to that effect and shall forward the request, together with the opinion, to the Chairman and Chief Executive Officer or his designee, for final disposition. No political campaign contribution shall be made by the Company in cash or by any other means whereby the amount or origin of the contribution cannot be readily established by reference to the documents and records of the Company. All contributions shall be made to the candidate s authorized campaign committee, or to a political party, or to other recipients who may legally receive such contributions. All reporting requirements of the state, local or foreign jurisdiction shall be complied with, and evidence of this compliance shall be promptly forwarded to the Office of the General Counsel. Each contribution shall be clearly recorded on the Company s books as a political campaign contribution or its foreign equivalent and shall not be deducted for federal, state, local or foreign income tax purposes unless authorized under applicable law. 3. Company Sponsored Employee Campaign Funds No political campaign fund shall be formed by the Company or on its behalf among the Company s employees without the prior written approval of the Office of the General Counsel of Tenneco as to its legality and the prior written authorization of the Chairman and Chief Executive Officer of Tenneco. Procedures regarding solicitations, disbursements and administration of approved and authorized employee campaign funds shall be separately promulgated and disseminated to all eligible employees. 4. Enforcement Executive officers of Tenneco and each Strategic Business Unit subsidiary shall be responsible for enforcement of and compliance with these policies, including necessary distribution and consultation to insure employee knowledge and awareness.
(b) (c) Appropriate officers and employees shall be required periodically to confirm, to the best of their knowledge, compliance with these policies. Any employee who has any questions regarding this policy or its application should discuss the matter with the Law Department of Tenneco. Any violation should immediately be reported to the Law Department. Appropriate disciplinary action (including, where appropriate, dismissal) will be taken with respect to those involved in any violations. 5. Individual Employee Campaign Contributions The viability of representative government depends upon the political election process, and the Company encourages its employees, as individual citizens, to make personal political contributions to candidates, parties and committees of their choice. Under no circumstances, however, shall any employee be compensated or reimbursed in any way for any personal political contribution, or favored or prejudiced in any condition of employment or promotion as a result of making or failing to make, any such contributions. The prohibitions stated herein apply only to the direct or indirect use of corporate funds or assets for political purposes and are, of course, not intended to discourage employees from making personal contributions to the candidates, parties or committees of their choice, through Company sponsored and approved programs or otherwise. Under no circumstances shall employees be reimbursed in any way for personal contributions. PAYMENTS TO GOVERNMENT OFFICIALS AND PERSONNEL 1. The Company s relationship with all governmental agencies and their officials and personnel in the United States and in each foreign country in which business is conducted shall be in all respects such that public disclosure of full details thereof will not impugn or jeopardize the Company s integrity or reputation. Accordingly, payments, regardless of amount, to government officials and personnel, including gifts of substantial value or lavish entertainment, shall not be permitted. 2. The foregoing prohibition applies to use of corporate as well as personal funds or assets. It also applies to indirect contributions or payments made in any form, such as through consultants, advisors, suppliers, customers or other third parties.
II. GOVERNMENTAL AFFAIRS APPLICATION United States Divisions and Subsidiaries PURPOSE Government has a substantial impact on the affairs of Tenneco - the ways in which it conducts its business and the results achieved. This impact can be expected to increase and it is, therefore, imperative that positive efforts be made to assure constructive relationships between the Company and government. It is entirely legitimate, and it is a management responsibility, to look after company interests, as related to government. The increasing size and geographical spread of Tenneco, and the fact that public laws, regulations and programs are administered by numerous bureaus and their subdivisions at federal, state, and local levels makes it proper that government-business affairs be systematically structured for maximum effectiveness. POLICY Tenneco recognizes and accepts the fact that it has a right to make known its views on significant issues and proposed legislation which affect the well-being of the nation, the state, the community, and the Company. It is the policy of Tenneco to encourage all employees to take an active voluntary interest in politics at all levels of government in order that they may enjoy their rights to the fullest. Summary of Policy: Tenneco (b) (c) (d) May take a position on specific issues, public administration and legislation when they are of vital importance to the nation, Tenneco and/or the employees. Encourages its employees to qualify as voters, to inform themselves on the issues and candidates and to vote in all primaries and general elections. Believes that the effectiveness of its governmental affairs requires that all members of management take an interest in such matters and support the Company s viewpoint on issues of vital importance to the welfare of the Company, and its employees. May provide financial support for organizations campaigning for legislation dealing with specific issues which affect Tenneco, after proper prior written approvals, in accordance with relevant Tenneco procedures. PLANT VISITS BY CANDIDATES AND/OR INCUMBENTS
1. Tenneco Management Involvement Plant Managers should be familiar with their state and federal legislators and administrators. Those government officials having the most impact on the welfare of Tenneco and the individual locations are the ones with whom primary contacts should be developed. 2. Personal Contacts Plant Managers should seek out those management employees working under their direction who may have personal knowledge of, familiarity with, or special relationships to government officials whose actions might have an important bearing on the Company. AUTHORIZATION TO SPEAK FOR TENNECO 1. Authority to speak for Tenneco as a whole can be authorized only by the Vice President for Global Communications. 2. All statements made on behalf of Tenneco to government agencies concerning proposed legislation should be cleared with the office of the General Counsel of Tenneco and the Vice President for Global Communications. 3. Each employee, regardless of his position in the Company, is free to exercise his/her own clear right as a citizen to express his/her own views on matters of public policy through political or non-political channels; (b) support candidates of his/her own choice, and (c) engage in partisan political activities. He/she should be guided at all times by the restrictions imposed by law upon corporate participation in politics. He/she should make clear when the views which he/she expresses are his/her own, or when such views are those of Tenneco. Tenneco does not attempt to dictate to any employees which political party he/she should support or which political views he/she should espouse. OFFICIAL COMPANY POSITIONS When an Official Company Position has been developed and distributed to the Tenneco organization, management personnel will be requested to support it in their various contacts with legislators, employees, community groups, and the news media. EMPLOYEE TIME OFF AND LEAVES OF ABSENCE An employee may be granted a reasonable amount of time off from work by his supervisor to vote in local, state, and national elections if the employee cannot go to the polls either before or
after his normal working hours. An employee may also be granted time off from work to participate in certain political activities according to the following circumstances: (b) Department heads may approve a reasonable amount of time off for an employee to serve as an election judge, school board member, convention delegate, and in other offices requiring an occasional absence from work. Requests for an extended amount of time off from work to serve in an elected or appointed office, such as legislator or on an administrative body, or as a "loaned executive" will be dealt with on an individual basis. TRADE ASSOCIATIONS Suitable participation will be maintained in the Government Affairs programs of key trade associations, such as: 1. Motor and Equipment Manufacturers Association; 2. Automotive Service Industry Association; 3. Automotive Warehouse Distributors Association; 4. Society of Automotive Engineers; and 5. Air Pollution Control Association. ASSOCIATIONS OF COMMERCE AND INDUSTRY Support for and participation in associations of commerce and industry at the city and state level is encouraged. CONTINUING GOVERNMENT LIAISON Contact should be maintained by the manager at each location with key government and other administrative and regulatory agencies not only when we are opposing some legislation or seeking some specific benefit, but also on a continuing and constructive basis. A special effort should be made to commend elected officials when their performance appears to be outstanding. (Also refer to "AUTHORIZATION TO SPEAK FOR TENNECO," Paragraph 1.)