Business Conduct Policies
The following policies apply worldwide to Alcoa Inc. ("Alcoa") and all of its U.S. and international subsidiaries, affiliates, partnerships, ventures and other business associations that are effectively controlled by Alcoa, directly or indirectly (together the "Company"), and all directors, officers and employees of the Company.
All officers and managers of the Company are responsible for communicating and implementing these policies within their specific areas of supervisory responsibility.
1. The Company and its directors, officers and employees shall comply with all laws and regulations that are applicable to the Company's activities.
2. All directors, officers and employees shall comply with the Company's policy on Insider Trading.
3. No receipt or payment of funds, property, services or anything else of value shall be made by the Company with the intent or understanding that any part thereof is to be used for any unlawful purpose or for any purpose other than as described in the documentation that evidences or supports the transaction.
4. Compliance with accepted accounting rules and controls is required at all times. All reports and documents filed with the Securities and Exchange Commission or any other governmental agency, as well as all other public disclosures, shall contain full, fair, accurate and timely disclosures.
5. No false, artificial or misleading entries in the books and records of the Company shall be made for any reason whatsoever. No fund or asset that is not fully and properly recorded, and no accounting entries or books of account that do not truly reflect the transactions to which they relate, shall be created or maintained.
6. Hospitalities (including meals, beverages, recreation, entertainment, transportation and lodging) and gifts (including honorariums) may be offered or given at Company expense, or accepted by directors, officers or employees in connection with Company business, but only if they meet all of the following criteria:
a. they are consistent with customary business practices and do not violate applicable law or ethical standards;
b. they are consistent with the Company's Anti-Corruption Policy and approved in accordance with applicable Company Procedures;
c. they are not excessive in value;
d. they are not intended as and cannot be perceived as a bribe, payoff or improper inducement; and
e. public disclosure of the facts would not embarrass the Company or the director, officer or employee.
In connection with Company business, no gift of cash or cash equivalents (including shares of stock, gift cards or gift certificates) is ever permitted and none may be solicited, offered, made or accepted by directors, officers or employees in connection with Company business; provided, however, that honorariums and charitable donations are permitted if they are legal, consistent with the Company’s Anti‐Corruption Policy and approved in accordance with applicable Company Procedures.
7. Employees are encouraged to participate in political activities as they see fit, on their own time and at their own expense. The use of Company funds, property, services or things of value for or in aid of political parties or candidates for public office is prohibited; provided, however, that the Company may sponsor employee political committees or funds and incur reasonable expenses in connection with their establishment and administration, but only as permitted by applicable law and pursuant to by‐laws or other governing instruments approved by the Chief Legal and Compliance Officer of Alcoa.
8. No corporate asset may be used for or in aid of any committee the principal purpose of which is to influence the outcome of a referendum or other vote of the electorate on a public issue. Any exception to the foregoing requires written approval of the Chief Executive Officer, and the legality must first be confirmed in writing by the Chief Legal and Compliance Officer of Alcoa.
9. All directors, officers and employees have a duty to be free from the influence of any conflict of interest when they represent the Company in negotiations or make recommendations with respect to dealings with third parties, or otherwise carry out their duties with respect to the Company. They are expected to deal with suppliers, customers, contractors, and all others doing business with the Company on the sole basis of what is in the best interest of the Company, without favor or preference to third parties based on personal considerations. In particular:
a. Directors, officers and employees who deal with parties doing or seeking to do business with the Company ‐‐ or who make recommendations with respect to such dealings or pass judgment upon them ‐‐ shall not own any interest in or have any personal agreement or understanding with such third parties that might tend to influence the decision of the director, officer or employee with respect to the business of the Company, unless expressly authorized in writing after the interest, agreement or understanding has been disclosed.
b. No director, officer or employee shall seek or accept, directly or indirectly, any personal loan or services from any individual or business concern doing or seeking to do business with the Company except from financial institutions or service providers offering like loans or services to third parties under similar terms in the ordinary course of their respective businesses.
c. No director, officer or employee shall do business with a close relative on behalf of the Company unless expressly authorized in writing after the relationship has been disclosed.
d. The requirement of freedom from conflicting interests that applies to all directors, officers and employees of the Company extends also to situations involving their close relatives. This typically includes the individual’s spouse, parents, children, brothers and sisters, mothers and fathers‐in‐law, sons and daughters‐in‐law and anyone (other than employees of the individual) who share the individual’s home.
e. The Chief Executive Officer of Alcoa, or in the case of directors or executive officers, the Board of Directors has the ultimate authority and responsibility to determine what remedial steps should be taken in situations involving an actual or potential conflict of interest.
10. All directors, officers and employees are responsible for protecting the Company’s assets, including its proprietary information and the proprietary information of any third party with respect to which the Company has incurred confidentiality and limited use obligations. No director, officer or employee will take for him/herself personally any opportunity that is discovered through the use of Company property, information or position, or use Company property or information for personal gain.
11. Any director, officer or employee who discovers an event of a questionable, fraudulent or illegal nature is encouraged immediately to report such event internally to the Chief Legal and Compliance Officer, the General Counsel of Alcoa or the Company’s compliance line.
12. Retaliation of any kind will not be tolerated against any officer, employee or other person for: i) acting in accordance with applicable laws or Company policy; ii) reporting in good faith an issue or concern or filing a complaint alleging a suspected violation of law or Company policy; or iii) assisting in an internal or governmental investigation or proceeding relating to conduct reasonably believed to be a violation of law or Company policy. Retaliation is any form of adverse treatment or retribution against a person because he or she acted in accordance with law or Company policy, reported an allegation of suspected wrongdoing or participated in an internal or governmental investigation or proceeding dealing with any such matter.
13. Violation of the foregoing policies by any officer or employee will result in appropriate discipline that may include demotion or discharge. The Company shall not delegate substantial discretionary authority to any individual who, in the good faith judgment of the Company, has shown a propensity to engage in illegal activities.
(Revised: May 2012)