EXHIBIT 14.1
CODE OF BUSINESS CONDUCT AND ETHICS FOR SENIOR FINANCIAL EXECUTIVES
1.0 PURPOSE
1.1. To establish a code of business conduct and ethics for senior
financial executives.
2.0 SCOPE AND RESPONSIBILITY
2.1. The audit committee will develop and maintain the content of
this policy.
2.2. The general counsel will administer this policy.
3.0 REFERENCES
3.1. Policy, Code of business conduct and ethics.
4.0 POLICY
4.1. It is the policy of Tesoro Petroleum Corporation and its
subsidiaries (the "Company") to conduct its business in
accordance with the highest standards of honesty and
integrity, the provisions of this Code of Business Conduct and
Ethics for Senior Financial Executives (the "Code"), the
Company's Code of Business Conduct; other Company policies and
all applicable laws and regulations of the United States, and
the states, counties, cities and other jurisdictions in which
the Company operates.
4.2. The specific policy and applications of the Company's
commitment to assuring ethical and lawful conduct for all
employees, officers, directors and independent agents acting
on behalf of the Company ("associates") is contained in the
Company's Code of Business Conduct.
4.3. In addition to the requirements and expectations contained in
the Company's Code of Business Conduct, the Company believes
that senior financial executives shall abide by a further code
of ethics to ensure that the Company maintains the highest
integrity with respect to the preparation and reporting of
financial information related to the Company. Accordingly,
this Code shall apply to the following: Chief Executive
Officer; Chief Financial Officer; head of Finance; Controller;
and persons performing similar functions (the "Senior
Financial Executives").
4.4. All illegal and/or unethical acts are prohibited under this
Code.
5.0 COMMITMENT AND FOCUS
5.1. The Company is committed to complying with all standards of
ethical and lawful conduct. This commitment goes beyond
compliance. We believe that ethical and lawful conduct is the
foundation for our success. Integrity in everything we do is a
requirement in all business operations. It is the foundation
for mutually beneficial relationships with our customers,
suppliers, and communities in which we live and work. All
Associates have assigned responsibilities in the operation of
our business. Yet, there is another that
we all share - responsibility of acting with integrity in all
business practices and relationships. This unanimity of
purpose allows us to move quickly in exploring new ground; to
act boldly in the face of competition; and to take risks
whenever they are justified.
5.2. This Code is intended as a codification of standards that are
reasonably designed to deter wrongdoing and to promote and
reinforce the following:
5.2.1. Honest and ethical conduct, including ethical
handling of actual or apparent conflicts of interest
between personal and professional relationships.
5.2.2. Full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company
files with or submits to regulatory authorities or
releases to the public.
5.2.3. Compliance with applicable governmental laws, rules
and regulations.
5.2.4. The prompt reporting to an appropriate person or
persons identified in this Code of violations of the
Code.
5.2.5. Accountability for adherence to this Code.
6.0 DISCLOSURE CONTROLS
6.1. Each Senior Financial Executive shall endeavor, through
actions which include, without limitation, the establishment,
maintenance and periodic evaluation of appropriate disclosure
controls and procedures and internal controls, to ensure that,
with respect to each quarterly or annual report required by
law to be filed by the Company (each a "Report"):
6.1.1. The Report does not contain any untrue statements of
material fact or omit to state a material fact
necessary in order to make the statements made, in
light of the circumstances under which such
statements were made, not misleading.
6.1.2. The financial statements, and other financial
information contained in each Report fairly present
in all material respects the financial condition and
results of operations of the Company as of, and for,
the periods presented in the Report.
6.1.3. The Report discloses financial information relating
to the Company in a full, fair, accurate, timely and
understandable manner.
6.2. Each Senior Financial Executive shall endeavor to design
disclosure controls and procedures and internal controls to
ensure that material information relating to the Company and
its consolidated subsidiaries is made known to such Senior
Financial Executives by others within the Company.
7.0 ACCURACY AND COMPLETENESS
7.1. Senior Financial Executives, as the primary executives
responsible for the complete and accurate financial reporting
of the Company, to the best of their ability, shall not permit
the reporting of any financial information of the Company
which they believe is false or misleading in any material
respect.
7.2. Should any Senior Financial Executive have reason to believe
that the Company has reported or may be intending to report
any false or misleading financial information, he/she shall
promptly advise the Chief Executive Officer of the Company. If
having done so, such Senior Financial Executive believes that
appropriate action will not be taken to prevent such
reporting, then the Senior Financial Executive shall report
the matter to the Chairman of the Audit Committee of the
Tesoro Petroleum Corporation Board of Directors (the "Board").
8.0 PRIOR EMPLOYMENT
8.1. Each Senior Financial Executive shall fully disclose to the
Chairman of the Audit Committee of the Board any prior
employment of such executive with any accounting firm which
the Company has engaged or proposes to engage, to perform
auditing services.
8.2. Such Senior Financial Executive shall also fully disclose the
scope of any work performed for the Company while employed by
such accounting firm, and the time period during which such
work was performed.
9.0 QUESTIONABLE TRANSACTIONS
9.1. No Senior Financial Executive, shall, directly or indirectly,
through any business entity in which he/she or any of such
executive's family members have an interest or otherwise,
engage in any transaction with the Company which is required
to be reported in, or requires the exercise of any judgment as
to whether it is required to be reported in, the financial
records or statements of the Company.
9.2. The following are exceptions:
9.2.1. Regular compensation, including bonuses, and employee
benefits received in such executive's capacity as an
executive and employee of the Company.
9.2.2. Transactions in goods and services routinely engaged
in by the Company with its unaffiliated clients or
customers on terms, subject to customary employee
discounts and benefits, generally offered to its
unaffiliated clients and customers.
9.2.3. Transactions with publicly held entities in which the
executive has less than 1.0 percent equity interest
and with respect to which transactions such executive
has no decision-making role on behalf of such entity.
9.2.4. Transactions fully disclosed to and approved in
advance by the Audit Committee of the Board.
10.0 PROMPT DISCLOSURE
10.1. Each Senior Financial Executive shall promptly disclose to the
Company's independent auditors and to the Chairman of the
Audit Committee of the Board his/her knowledge of the
following:
10.1.1. All significant deficiencies in the design or
operation of the Company's internal controls which
could adversely affect the Company's ability to
record, process, summarize, and report financial
data.
10.1.2. Any material weakness in the Company's internal
controls.
10.1.3. Any fraud, whether or not material, that involves the
Company's management or other employees who have a
significant role in the Company's internal controls.
10.2. The Senior Financial Executives shall ensure that each Report
fully, accurately and timely discloses whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls in
connection with such Report, including any corrective actions
with regard to significant deficiencies and material weakness.
10.3. Each Senior Financial Executive shall promptly report to the
Chairman of the Audit Committee of the Board any violations of
this Code.
11.0 REPORTING VIOLATIONS
11.1. In the event any Senior Financial Executive shall believe that
the Company has engaged or is about to engage in any activity
which violates any foreign, federal, state, or local law, rule
or regulations, such Senior Financial Executive shall promptly
advise the Chief Executive Officer, the Chief Financial
Officer, or the General Counsel (Compliance Officer) in person
or by telephone, letter, or electronic mail as follows:
11.1.1. By Letter:
Tesoro Petroleum Corporation
300 Concord Plaza Drive
San Antonio, Texas 78216-6999
11.1.2. By Telephone:
Direct Telephone 210-828-8484
Toll Free Telephone 800-837-6762
Toll Free Hotline 877-782-3763
11.2. If this is uncomfortable or inappropriate, or if having done
so, such Senior Financial Executive believes that appropriate
action will not be taken to address the violation or
potential violation, then such Senior Financial Executive
shall report the matter to the Chairman of the Audit Committee
of the Board.
11.3. The Company will not permit retaliation of any kind on or on
behalf of the Company, against a Senior Financial Executive,
as a result of a good faith report of an actual or suspected
violation of this Code or any standard of ethical and lawful
conduct. Retaliation is itself a violation of this Code. Any
such retaliation shall be reported using the reporting
procedures outlined above.
12.0 ENFORCEMENT
12.1. If a Senior Financial Executive is found to be in violation of
this Code, the Company shall take appropriate action up to and
including discharge and, if warranted, legal proceedings.
12.2. To the extent possible, investigations of allegations of
violations of this Code will be maintained in confidence. The
Company will inform only those individuals who have a need to
know of the report in order to conduct a full and fair
investigation of the allegations that have been made.
12.3. The Chief Compliance Officer may assist in the investigation
and resolution of such alleged violation of this Code.
13.0 AMENDMENT, MODIFICATION, WAIVER AND INTENT
13.1. This Code may be amended, modified or waived by the Board of
Directors and waivers may also be granted by the Governance
Committee of the Board subject to the disclosure and other
provisions of the Securities Exchange Act of 1934, and the
rules thereunder and the applicable rules of the New York
Stock Exchange.
13.2. This Code is intended as a directive for the efficient and
professional performance of all Senior Financial Executives.
Nothing herein contained shall be construed to be a contract
between Tesoro Petroleum Corporation and the Senior Financial
Executives. Additionally, this Code is not to be construed as
containing binding terms and conditions of employment. This
employment relationship with the Company is "at will" and the
Company retains the absolute right to terminate any Senior
Financial Executive, at any time, with or without cause.
13.3. The Company shall immediately disclose, by means of the filing
of a Current Report on Form 8-K or by such other means as the
Securities and Exchange Commission may require, any amendments
to or any waiver of this Code.
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