Bp Code of Conduct

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Our Code

Its what we

believe in


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Contents

Introduction 8 What our Code is all about

10 Our Code is based on four foundations

14 Zero tolerance on retaliation

15 The role of the Ethics & Compliance Function

Section 1:Operating 22 Protecting health, safety, security and the environment

safely, responsibly and reliably

Section 2:Our people 30 Treating people fairly, with dignity and giving everyone equal opportunity

32 Creating a respectful, harassment-free workplace

34 Protecting privacy and condentiality

Section 3:Our business partners 42 Appropriately exchanging gifts and entertainment

46 Preventing conicts of interest

50 Complying with competition and antitrust laws

54 Complying with trade restrictions, export controls and anti-boycott laws

56 Preventing money laundering

58 Working with suppliers

Section 4: The governments 66 Eliminating bribery and corruption

and communities we work with 70 Dealing with governments

71 Engaging with communities and respecting their rights and dignity

72 Communicating with investors, analysts and the media

74 Our stance on political activity

Section 5:Our assets and 82 Accurate and complete information, records, reporting and accounting

nancial integrity 86 Protecting BPs assets

88 Respecting intellectual property and protected information

90 Avoiding insider dealing

94 Using our digital systems responsibly and securely

Appendix 98 Links to further information on specic topics

Code index 100


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We saywhat is true.We do

what is right.


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I stand forthe Code

NathanShift Research Technician


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I stand forthe Code

KavaljeetAssurance Delivery


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To be a trustedcompany, year after

year, we need to workto a consistent and

higher set of standards

and follow them ineverything we doand say, every day,

everywhere we work


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Welcome to our Code of Conduct. This book sets out the basic rules we mustall follow in BP and explains how our values should guide all of our decisions.

The Code provides information on where to nd more detailed standardsand guidance on particular subjects. In other words, it helps us do the right thing

when were faced with difcult decisions. This builds trust and has a positiveeffect on those we touch.

Laws vary from country to country and we must always comply with them,but as a global company, we need to go further. To be a trusted company, year

after year, we need to work to a consistent and higher set of standards andfollow them in everything we do and say, every day, everywhere we work.

All of us at BP, without exception, are duty bound to follow and uphold ourCode of Conduct and we must all remember that failure to do so can

put BP and ourselves at risk.

If you are ever concerned that our Code is not being followed, or simply feelunsure about any situation, it is vital that you speak up and ask a question orshare your concern straightaway. Inside you will nd details of the different

ways to do this, including our condential helpline, OpenTalk.

Our reputation, and our future success, rests on each of us taking personalresponsibility for putting our Code into practice. Together we can show theworld that BP is a company united by strong values a company of which

we are proud to be a part.

We say what is true. We do what is right.

Bob Dudley,Group Chief Executive


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What our Codeis all about

Our Code gives us the guidance and support we need to

conduct our business ethically and to comply with the law.

These two things are vital to our success.

Our Code represents our commitment to do the right thing,

including respecting the rights of others. By being part of BP

you are agreeing to uphold this commitment. If you do not, you

could put yourself, your colleagues and BP at risk. Put simply,

failure to follow this Code is misconduct, which could result in

disciplinary action and even dismissal.

No part of our Code can be waived without prior approval

which reects our wholehearted commitment to it. This will

be coordinated by the Group Ethics & Compliance Ofcer,

who will obtain approvals and make sure all appropriate reports

and representations are made. This includes those required by

law. Waivers will only be granted in exceptional circumstances.

Who must follow our Code?The short answer to this is everyone.The longer answer is every employeeand ofcer in every BP wholly ownedentity, and in joint ventures (JVs) to theextent possible and reasonable givenBPs level of participation. In situationswhere BP does not have overall controlof a JV, we will do everything wereasonably can to make sure JVs andJV partners follow similar principles.

We also seek to work with third partieswho operate under principles that

are similar to this Code. This includesmaking a contractual commitmentwhere it is feasible to comply with theapplicable laws and work in line withour Code. We expect all our contractorsand their employees to act in a waythat is consistent with our Code, andfollow its principles. We will considerterminating contracts where we believethey have not met our standards or theircontractual obligations.


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Following the law, settingthe standardWith BP doing business in more than80 countries, our Code cannot cover allthe different laws, applicable regulationsand other legal requirements. It isimportant for you to be familiar withany that apply where you work.

First and foremost, we must complywith legal requirements. Wherethere is a difference between a legalrequirement and our Code, alwaysapply the most stringent standard.

If you have any questions about this,talk to your line manager, HR, Legal,or Ethics & Compliance.

A highly regulated environment existsaround BPs trading activities whichsometimes interact with other BPbusinesses. It is essential that all ourtrading and any associated businessactivities are conducted within thetrading control and complianceframework. The Global TradingGuidelines build on our Code in thisarea. They set out the standards of

behaviour and integrity that apply toeveryone who engages in activities inthe trading environment at BP. If youneed help with this, contact Ethics &Compliance.

Above all, please remember that ourCode is only a starting point. It cannotaddress every situation and is nosubstitute for using good judgementand doing the right thing.

If you supervise othersYou have additional responsibilitiesunder our Code:

Being a role model for ethicalleadership.

Being a role model for safetyleadership and creating the rightenvironment for people to becomfortable living our value of safety.

Supporting ethics and complianceactivities in BP.

Making sure all your team membersunderstand the requirements of ourCode and local legal requirements,and have the resources to adhereto them.

Holding your team membersaccountable to behave ethicallyand follow our Code and legalrequirements.

Enforcing our Code consistently.

Making sure appropriate compliancecontrols are implemented in yourorganization.

Supporting your people to askquestions and raise any ethicalconcerns by:

- Encouraging them to speak up.

- Dealing with concerns when theyare raised.

- Making sure that no one who speaksup suffers any retaliation.

Getting the informationyou needTo point you in the direction of moredetailed information on varioustopics, there are additional resourceshighlighted throughout the Code marked with the symbol.

Links to specic documents/websitesare also provided in the Appendix.

And the answers to yourquestions

To get a feel for how our Codeworks in practice, you willfind Q&As in every sectionas shown here.

Our Code does not alter the termsand conditions of your employment.It details what is expected of everyoneat BP and supports us in beingresponsible and respectful.

In this document words or phrasessuch as BP, our company andcompany are used typically to meanthe BP group companies.


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Our Code is based onfour foundations

We deliver energy to the world. We nd,

develop and produce essential sources of

energy. We turn these sources into products

that people need everywhere.

The world needs energy and this need is

growing. This energy will be in many forms.

It is, and will always be, vital for people and

progress everywhere.We expect to be held to high standards in what

we do. We strive to be a safety leader in our

industry, a world-class operator, a good corporate

citizen and a great employer. We are BP.

What we do


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What we stand for

We care deeply about how we deliver energy

to the world. Above everything, that starts

with safety and excellence in our operations.

This is fundamental to our success.

Our approach is built on respect, being consistent

and having the courage to do the right thing.

We believe success comes from the energy

of our people. We have a determination to learnand to do things better. We depend upon

developing and deploying the best technology,

and building long-lasting relationships.

We are committed to making a real difference

in providing the energy the world needs today,

and in the changing world of tomorrow. We work

as one team. We are BP.


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What we value

SafetySafety is good business. Everything we do relies upon the safety of our workforce andthe communities around us. We care about the safe management of the environment.We are committed to safely delivering energy to the world.

RespectWe respect the world in which we operate. It begins with compliance with laws andregulations. We hold ourselves to the highest ethical standards and behave in ways

that earn the trust of others. We depend on the relationships we have and respecteach other and those we work with. We value diversity of people and thought. Wecare about the consequences of our decisions, large and small, on those around us.

ExcellenceWe are in a hazardous business and are committed to excellence through thesystematic and disciplined management of our operations. We follow and upholdthe rules and standards we set for our company. We commit to quality outcomes,have a thirst to learn and to improve. If something is not right, we correct it.

CourageWhat we do is rarely easy. Achieving the best outcomes often requires the courageto face difculty, to speak up and stand by what we believe. We always strive todo the right thing. We explore new ways of thinking and are unafraid to ask for help.We are honest with ourselves and actively seek feedback from others. We aim foran enduring legacy, despite the short-term priorities of our world.

One TeamWhatever the strength of the individual, we will accomplish more together.We put the team ahead of our personal success and commit to building its

capability. We trust each other to deliver on our respective obligations.


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Speaking up

OpenTalk offers a condential way toanswer your questions and respondto your concerns in relation to ethics,compliance or any other requirementsin our Code. The helpline, operated byan independent company, is availablefor you anytime day or night, every dayof the week. The OpenTalk helplinecan accommodate calls in more than75 languages.

When you contact OpenTalk, whichyou may do anonymously in mostjurisdictions, the operator will listen

to your concern or enquiry, ask youclarifying questions if necessary, andthen write a summary report of the call.The summary will then be provided toBPs OpenTalk Team for assessmentand further action, as appropriate.

We all share a responsibility to speakup whenever we have a questionabout our Code or think that it mayhave been violated.

What we do is rarely easy. We needto have the courage to speak up andalways strive to do the right thing. Thismeans you must always ask for helpwhen you have a question about ourCode or believe it is not being followed.

If you become aware of a breach orpotential breach of our Code or other

legal requirements, you must reportit straightaway whether it relates toyou, your manager, or anyone else.Our Fraud and Misconduct ReportingStandard provides further informationon incident reporting see theAppendix for the link. Report urgentproblems like safety hazards locally ifyou can to get the fastest response.

We are committed to consistentlylooking into all potential breaches orquestions that are raised, and we willdeal with them fairly and responsibly.To prevent an issue or concern from

turning into a crisis, seek advice orsupport as soon as you can. You havethe choice of:

Talking it through with your linemanager usually the best option.

Taking it to your Ethics and ComplianceLeader (ECL).

Getting in touch with Legal, HR orEthics & Compliance.

Contacting OpenTalk if you are notcomfortable contacting any of thepeople identied above.

You can reach OpenTalk throughthe following numbers:

+44 (0) 800 917 3604 in the UK

+1 800 225-6141in the US

+1 704 540 2242 the collect call

number which will accept your callwithout any charge to you

You will nd a full list oflocal numbers at:www.opentalk.bpweb.BP.com

You can also submit a reportthrough the website at:www.opentalkweb.com

Breaches of our Code ofConduct must be reported atcodeofconductcertification.bpweb.BP.com/Breach/Breach.aspx


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Zero toleranceon retaliation

Our zero tolerance policy

on retaliation goes hand in

hand with our belief that

speaking up is always the

right thing to do.

If you voice a concern or

report misconduct in good

faith or take part in an

investigation of an ethics and

compliance matter you arefollowing our Code. Under no

circumstances will BP tolerate

retaliation against you. We

consider acts of retaliation

to be acts of misconduct

which, if substantiated, could

result in disciplinary action

and even dismissal.

Retaliation can take many forms

from being ignored to being unfairlydismissed. It might also involve beingbullied with the aim of stopping youfrom reporting a potential breachof our Code. We take all claims ofretaliation seriously, investigatingeach one thoroughly and takingappropriate action.

If you think that you or someoneyou know has suffered retaliation,contact OpenTalk or the Group Ethics& Compliance Ofcer, a HumanResources Representative or Legal

without delay.

A. This may well be a case ofretaliation, so you need to haveit looked into. If you do not feelcomfortable raising the issue withyour team leader, contact a HumanResources Representative, yourteam leaders manager, Legal,Ethics & Compliance or OpenTalk.

A thorough investigation will takeplace to nd out what has led toyour colleagues behaviour. If theinvestigation determines thatthey were retaliating, appropriateaction will be taken.

Q. Am I being retaliated against?

Three months ago I contactedOpenTalk anonymously. I wasconcerned that my team leadermight have awarded a contractto a company owned by hisfriend. It was investigated andI understand some action wastaken. Since then my fellow teammembers have stopped speakingto me and copying me on importantcommunications, and I am worried

this will affect my performance.I feel that my colleagues knowI reported our team leader toOpenTalk and are retaliating.

Q. Should I speak up?

I feel I should call OpenTalk, butI am anxious about it. My linemanager told me to do somethingI feel is dangerous and may evenbe illegal. I am afraid they couldmake life difcult for me if Iraise this. What should I do?

A. It is important that you share yourconcerns about this potentiallyserious matter. Rest assuredthat every call to OpenTalk iscondential. And in the unlikelyevent of anyone retaliating againstyou, you should raise this promptly.Retaliation will not be toleratedand swift action will be taken.


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The role of the Ethics &Compliance Function

BP has an independent

function to administer

and oversee its ethics and

compliance programme under

the direction of the Group

Ethics & Compliance Ofcer.

Ethics & Compliance

Holds an independent view of thesignicant ethics and compliancerisks faced by BP, where those riskscould materialize and the appropriateresponses to be applied.

Assesses the BP leadership toneand ethical culture and ensuresthat the highest ethical standardsare followed.

Sets expectations for effective BP

ethics and compliance programmeelements, including frameworks,standards, processes, systems,tools, training and communications.

Supports BP businesses andfunctions to implement programmesto meet their ethical and legalobligations and effectively manage/mitigate identied ethics andcompliance risks.

Stops any transaction or activitywhich could be in breach of the BPCode of Conduct or applicable legalcompliance requirements.

Provides support to help employeesand others resolve ethical dilemmasand comply with the BP Codeof Conduct, BP Standards andapplicable laws.

Operates OpenTalk and ensuresassociated investigations conformto the Group Fraud and MisconductReporting Standard.

Conducts independent investigationsinto ethics and compliance matters,where appropriate.

Retains and instructs legal counselto conduct investigations and provideother support to the BP ethics andcompliance programme.

Supports and assists businessand functional leaders to enforceconsistent disciplinary procedures forbreaches of the BP Code of Conductand the incorporation of ethicsand compliance into performanceappraisal and other HR processes.

Objectively monitors and assesses

the adequacy of the BP ethicsand compliance programme tomanage/mitigate the groupssignicant ethics and compliancerisks and, where appropriate, makesrecommendations for improvement.

Objectively assesses theeffectiveness of the BP ethics andcompliance programme to meetstakeholder (including regulatory)requirements.

Represents BP with regulators andgovernment ofcials on matters

concerning ethics and compliance. Provides periodic assessments

and reports on the BP ethics andcompliance programme to theExecutive Team and the Boardof Directors Safety, Ethics andEnvironment Assurance Committeeand Main Board Audit Committee.


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I stand forthe Code

MarkDespatch


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I stand forthe Code

LolaOperations Development Engineer


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Operatingsafely,

responsiblyand reliably


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Everything we do relies upon the safety of ourworkforce and the communities around us.

We make it a top priority to protect our own safety,as well as that of our colleagues and everyoneelse we come into contact with. We are also

committed to protecting the environment andrespecting the rights and dignity of communities

around the world where we do business.

We operate in hazardous environments, and weare committed to excellence and to the disciplined

management of our operations. Our leaders havethe responsibility of being role models for safetyleadership and creating the right environment for

people to be comfortable living the value of safety.Our health, safety, security and environment

(HSSE) goals are no accidents, no harm to peopleand no damage to the environment.

Protecting health, safety, security and the environment /pg 22

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Operatingsafely,responsiblyandr

eliably

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Protecting health, safety,security and

the environment

We all share responsibility for protecting peoples health,

safety, security and the environment (HSSE). This includes

everyone at BP and everyone touched by our activities.

This is essential to respecting their rights and to our success.

We work hard to improve our impact on the environment

and health by:

Reducing waste, emissions and discharges.

Using energy efciently.

Reducing workplace exposure to health risks.

Producing safe, high-quality products.

We also set measurable HSSE performance targets in our

business plans, which we are all committed to meeting.

Personal and process safety is about more than following

rules. We all need to be alert to safety risks as we go about

our jobs. Nothing is so important that we cannot take the

time to do it safely.

Basic rules you must followAlways

Act rst to protect the safety andwell-being of everyone around you.

Comply with the applicable laws andfollow the requirements set out in yourlocal Operating Management System(OMS) or in Ofce Safety.

Stop work that you believe is unsafe,may harm health, or is likely to result in

a loss of containment that will damagethe environment.

Only undertake work if you arecompetent, medically t, andsufciently rested and alert tocarry it out.

Make sure you know the emergencyprocedures that apply where you work.

Help make sure that those who workwith you employees, contractors andthird parties act consistently with ourHSSE and operating commitments.

Respect the capabilities of those insafety-critical roles.

Report any accident, injury, illness,unsafe or unhealthy condition,incident, spill, unplanned releaseof material to the environment,or apparent breach of law or BPrequirements to local BP managementso that immediate action can be taken.Never assume that someone else willreport a risk or concern.

Ask for help and advice if you areunclear about your HSSE and

operating responsibilities, or if youare concerned about a possibleor actual breach of a law or BPrequirement at work.


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Basic rules you must followNever

Work while your performance isimpaired by alcohol or any prescription/over-the-counter drug, whether it islegal or illegal.

Threaten, intimidate or act violentlytowards anyone at work or in thecommunities where we operate.

Bring weapons including those

carried for sporting purposes onto BPpremises, or use weapons anywhereto advance BP business unless youhave obtained approval to do so. Theseprohibitions, and the need for approval,do not apply at any location where theirapplication or enforcement would beinconsistent with the applicable lawat that location. The approval processis initiated by written request to theRegional Security Adviser. It requiresthe approval of the Vice President,Group Security, and the President,BP America for US locations or the

Strategic Performance Unit Leaderor equivalent outside the US.

Q. Should I stop working?

Will I be penalized if I stop workwhen I have concerns aboutsafety or environmental damage?

A. No. We want to encourage allemployees to feel empowered tostop work that they feel could beunsafe or cause environmentaldamage. We will not tolerateretaliation against anyone who does

this in good faith. We want BP to bea safe place to work for everyone.It is always better to be safe thansorry. If you do not feel comfortablediscussing the situation with yourline manager, please use OpenTalkor any other resource such asLegal, your local HSSE team, HRor Ethics & Compliance.

We aim to manage our operating andHSSE risks systematically, and improveperformance through the OperatingManagement System (OMS) foroperating entities and Ofce Safety forofce workers. Links to OMS and OfceSafety are provided in the Appendix.

To nd out more about HSSE in BP,OMS and Ofce Safety (includingdetails of how OMS and Ofce Safetyapply), visit our Safety and OperationalRisk website see Appendix for details.

You will nd more on digital securityrequirements under Using our digitalsystems responsibly and securelyin this Code.

If you have any questions or concernsabout safety and operations, there aremany different ways to raise them.For example, you can talk to yourline manager or another colleague.If you would rather speak to someone

independently and in condence, youcan contact OpenTalk.

Q. Should I report a small spill?

We have had a small spill just

a few litres. Should I report it?

A. Yes. Report any spill or release ofhydrocarbons or chemicals, nomatter how small. Tell your linemanager straightaway so that wecan take action, report it internallyand externally as needed, andinvestigate the causes to preventsimilar incidents happening inthe future.


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EugenioControl & Instrument ACE Engineer


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MatthewFabrication Technician


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Our

people


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Ourpeople

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We are one team. Whatever the strength of theindividual, we will accomplish more together.

We put the team ahead of our personal successand commit to building its capability.

We also trust each other to deliver on ourrespective obligations.

We are committed to creating a workplace

that is characterised by respect for peoplesrights, responsibility, excellence and mutual trust.

We value diversity of people and thought.

We believe everyone should have equalopportunity. We recruit, select and develop

our people on merit irrespective of their race,colour, national origin, religion, gender, age,sexual orientation, gender identity, marital status,

disability, or any other characteristic protectedby the applicable laws.

We work in good faith, within the appropriate

legal framework, with trade unions and otherbodies that our people collectively choose

to represent them.

Treating people fairly, with dignity and giving everyone equal opportunity / pg 30

Creating a respectful, harassment-free workplace / pg 32

Protecting privacy and condentiality / pg 34

BP Code of Conduct 2Ourpeople


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Treating people fairly,with dignity and giving

everyone equal opportunity

Our people are one of our greatest strengths. We value diversity of

people and thought, and we value every employee as an important

member of one BP team.

We aim to make sure that everyone at BP and everyone we

come into contact with is treated with fairness, respect and

dignity, and never unfairly discriminated against.

Our aim is that as a BP employee you:

Know what is expected of you in your role.

Have open and constructive performance conversations.

Get the help you need to develop your capabilities.

Are recognized and rewarded fairly for your performance.

Are listened to and involved in improving team performance.

Are supported in managing your personal priorities.


Base your decisions aboutrecruitment, selection, developmentand advancement of employees onmerit. Base your decisions on theirqualications, demonstrated skillsand achievements.

Expect other parties you work with(contractors, agents, joint ventures) toact in a way that is consistent with ourfair treatment and equal opportunitystandards.

Comply with all the applicable labourand employment laws.

Report any breaches of law or thisCode of which you become aware, andcooperate with company investigations.Seek advice if you have a concern whether it concerns yourself, directreports or others.


Allow race, colour, religion, gender,age, national origin, sexual orientation,gender identity, marital status, disabilityor any other characteristic protectedby any applicable law to inuenceyour judgement when it comes to therecruitment, selection, developmentand advancement of employees.


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Q. Should we exclude women?

I work in a country where womenare not allowed to apply for the jobswe offer at BP. If we put womenforward as candidates to the statejoint venture partner, we knowthey will be rejected. Should weexclude them?

A. No. Excluding women would implythat we agree with discrimination.

You should keep putting the bestcandidates forward, regardless ofthe rejections. Leading by examplecan result in positive change inthe future.

To nd out more about our diversity andinclusion policies and programmes, visityour local People website.

If you have any questions about equalopportunity or diversity, get in touch withan HR representative.

If you are concerned about a conictbetween our Code and the laws,

customs and practices of the place whereyou work, contact your line manager, HR,Legal or Ethics & Compliance. To talk tosomeone independent in condence,contact OpenTalk.

Child and forced labourWe are committed to the elimination of allforms of forced and compulsory labour, andto the effective abolition of child labour.


Be alert to any evidence of child labouror forced labour abuse in our ownoperations or the operations of othersworking on our behalf. Report them

to BP management, HR or Legal.

Ensure our contractors and otherthird parties working on our behalfunderstand our expectation that nochild or forced labour will be used intheir work for BP.


Hire child or forced labour.

Q. Do I have to interview singleparents?

I believe that a vacancy in my teamwould not be suitable for a singleparent, as it involves a lot of travel.This is not about prejudice, but

practicality. Am I obliged tointerview single parent candidatesout of courtesy?

A. You are obliged to interview allcandidates whose qualicationsmeet the requirements of thejob not on the basis of personalopinion. Making assumptions likethis violates our principles andmay even be against the law. Justas important, failing to interviewsuitably qualied candidates risks

missing out on appointing thebest person for the job. At BP,equal opportunity means equalopportunity for everyone.


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Creating a respectful,harassment-free workplace

Everyone at BP is entitled to fair treatment, courtesy and respect.

We will not tolerate any form of abuse or harassment of employees,

contractors, suppliers, customers or anyone else we deal with.

Using abusive or inappropriate language during performance

conversations and reviews is prohibited. However, holding

performance conversations and reviews which raise the need

for performance improvement or changes in behaviour do not

generally constitute harassment or abuse.


Behave in a way that could reasonablybe considered offensive, intimidating,malicious, discriminatory or insulting.

Sexually harass a colleague by makingunwanted sexual advances, requestingsexual favours and/or physical contact,or behaving in any other sexuallyoffensive way. Harassment does nothave to take place at work or involve aBP employee to violate our Code oreven the law.

Engage in any form of harassment withthe intent or effect of:

- Creating a hostile or intimidating workenvironment, including one in whichemployees may be driven to engage ininappropriate work practices to t in.

- Interfering with an individuals workperformance in an unreasonable way.

- Affecting an individuals employmentopportunity.

Humiliate, denigrate or injure anotherperson.

Make insults or tell jokes of a racial,ethnic, religious, disability-related,age-related or sexual nature.

Make derogatory remarks about sexualorientation.

Remove or deface any sanctionedposting of BP-recognized afnity groupsor business resource groups.


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Q. What should I do about my boss?

I feel uncomfortable when my bossasks me out for drinks or talks aboutextra-marital affairs when no oneelse is around. What should I do?

A. If you are not comfortable aboutraising the issue with your boss,talk to your HR adviser. They willprotect your condentiality as far aspossible while taking steps to stopthe offensive behaviour. You couldalso get in touch with OpenTalk orany local alternative resource youmay have.

Distribute or display offensive material,including inappropriate pictures,cartoons and symbols of hatred.

Misuse anyones personal information.

Make untrue statements about anotherperson or BP.

Spread malicious rumours or shareoffensive, derogatory or discriminatoryinformation through any means.

These are just examples. Whatever theform of abuse or harassment, put simply

it has no place in BP.

You will nd more information about ourpolicies on harassment at the HR website see Appendix for link details.

Please see Operating safely, responsiblyand reliably in this Code for guidance ondealing with violence at work.

If you experience or witness any form ofabuse or harassment, report it to your linemanager or HR, or contact OpenTalk.

We rely on you reporting such seriousissues promptly so that we can intervenewithout delay. Our zero tolerance policyon retaliation protects anyone who makesa report in good faith about an actual orpotential violation of our Code or the law.

Q. How do I deal with bullyingcolleagues?

A hearing-impaired member of ourteam talks in a different way frommost of us. Some of my colleaguesmake fun of them behind their back.I think this is disrespectful and bad for

the team, but what can I do about it?

A. This sort of behaviour isunacceptable. You could tryappealing to your colleagues senseof fairness and decency. Or youcould raise your concerns with anHR adviser who is trained to dealwith situations like this. Anotheralternative is to contact OpenTalkor another local resource.

Q. Has my manager breachedour Code?

During a performance conversationwith my manager yesterday, theytold me I need to improve myperformance and meet certaingoals in the next 60 days or myemployment will be terminated.I disagree with their assessmentand was intimidated by their threat.Have they violated our Code?

A. To help everyone realize their fullpotential, BP managers areexpected to give team membershonest feedback in a constructive,respectful way. You need to discussyour particular situation with bothyour manager and HR representative,so that they can make the concernsand expectations absolutely clear.If, however, your manager usedabusive or inappropriate language,this is prohibited and you shouldreport the incident to HR, senior

management or OpenTalk.


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Protecting privacyand condentiality

We are committed to respecting peoples privacy and the

condentiality of personal information. We will only acquire

and keep personal information that we need to operate BP

effectively or to comply with the law.

Because we respect an individuals right to privacy, we do not

usually take an interest in what anyone does outside of work

unless it impairs their work performance, or threatens BPs

reputation or legitimate business interests.


Classify personal informationas condential. Limit access toappropriately authorized individualswho have a clear business need forthat information.

Use personal information that youare authorized to access only for thepurposes known to, or expected by,the individuals concerned that is,fairly and with absolute integrity.

Keep personal information no longerthan necessary to accomplish thelegitimate purpose for which it wascollected or to satisfy a legal, regulatoryor legitimate business need.

Be aware of the existence of localprivacy laws, specically whentransferring personal informationoutside its country of origin. Consultyour privacy adviser or data protectionco-ordinator to identify any legalrequirements that must be observed.

Be objective when making writtencomments about individuals andremember that documents containingcomments may be disclosed. Allpersonal information, includingyour opinions, should be relevant,appropriate, accurate and justiable.

Exercise care and discretion whenyou use electronic media. Remember,information created or stored oncomputers or other electronic devicesmay not be secure or private. It may alsobe accessed, monitored or audited at

any time without notice, subject to locallaws and regulations.


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Process personal information inaccordance with the BP data privacyrules which govern how the BP groupof companies collectively managespersonal information. You will nd theseat the Legal website see Appendixfor link details.


Seek access to personal informationthat you are not authorized to haveor when there is not a valid businessreason to have it.

Provide personal data to anyone insideor outside of BP without ensuring thatit is appropriate to do so. Make sureyou take appropriate security measures.

Q. What should I do about findingconfidential records?

A report I found on the photocopiercontains a lot of condential HRrecords, including payroll informationfor our team. I do not want to getanyone into trouble, but I do not thinkit is right that this kind of informationis left for all to see. What should I do?

A. You should return the report to HRin condence straightaway, andreport your discovery and actions toyour local privacy and data protectionco-ordinator. This breach alsoneeds to be recorded in the breachdatabase (see Appendix for linkdetails). Protecting condentialityand privacy is the personalresponsibility of each BP employee.Whoever left the papers in thecopier will be counselled on theirduty to protect the condentiality ofemployee (and customer) data in BP.

To nd out more about protectingpersonal information, see ProtectingBPs assets and Using our digitalsystems responsibly and securelyin this Code.

You will nd more information on privacyunder Preventing conicts of interestand Our stance on political activity.

For more guidance on the personal useof digital systems, see Using our digitalsystems responsibly and securely.

To nd out more about data retentionperiods, see Accurate and completeinformation, records, reporting andaccounting.

You will nd full details and frequentlyasked questions on privacy complianceat the Legal website see Appendix forlink details.

If you would like further details on privacyrequirements, your privacy adviser ordata protection co-ordinator can help.


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Everyone benets from business relationshipsbased on trust and honest discussion.

They are vital to our success.

To make sure our business relationships work toeveryones advantage, we need to understand the

needs of our stakeholders and work with themhonestly, respectfully and responsibly. This includesour customers, contractors, suppliers, joint venture

partners and other third parties. While we need tobe competitive, everything we do must always beboth legal and fair. We are a responsible companycommitted to meeting our obligations and building

long-lasting relationships.

Appropriately exchanging gifts and entertainment /pg 42

Preventing conicts of interest /pg 46

Complying with competition and antitrust laws / pg 50 Complying with trade restrictions, export controls and anti-boycott laws / pg 54

Preventing money laundering /pg 56

Working with suppliers / pg 58

3

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Appropriately exchanginggifts and entertainment

At a glance

We only give or accept gifts and entertainment that are for business

purposes and are not material or frequent.

Exchanging gifts and sharing entertainment in connection with a

legitimate business purpose can foster constructive relationships with

third parties. However, gifts and entertainment should never affect,

or appear to affect, impartial decision-making by BP employees or

any third party. They should never be offered or received in exchange

for preferential treatment in any business dealing.

Certain gifts and entertainment can erode others trust in BP and

must be avoided. These include any gifts or entertainment that appear

to be bribes, raise questions about conicts of interest for you or BP,

or would damage BPs reputation.

It is never appropriate to attempt to bias a decision by offering personal

benets to a government ofcial or anyone else. We support laws

prohibiting bribery and corruption, which often include stringent rules

concerning gifts and entertainment involving government ofcials

and other third parties.

Hosting is another strictly regulated activity which involves paying

for a third partys (such as a government ofcial or an employee of a

commercial entity) travel, accommodation or daily living expenses

in conjunction with their visit to a BP ofce, site or other location for

the purposes of promoting, demonstrating or explaining the benets

of BP products or technology. We always follow laws or rules

concerning the hosting of government ofcials and any other of

our business partners.

In detail

Gifts and entertainment include anythingof value offered to or received by anindividual or members of their family.

Gifts include cash and non-cash items,some examples of which are:

Artwork

Watches

Jewellery

Equipment

Preferential discounts

Loans

Favourable terms on a product/service

Services

Prizes

Donations to charities

Transportation

Use of another companys vehicles Use of vacation facilities

Stocks or other securities

Participation in stock offerings

Home improvements

Tickets and gift certicates

Entertainment is where you accompanya third party to an event and includes,for example, business meals, invitationsor tickets to recreational, cultural orsports events and venues, as well as any

associated travel, accommodation, mealsand refreshment. Entertainment should betreated as a gift if the party who made theoffer does not plan on attending.


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Comply with the most stringentrequirements for giving and receivinggifts and entertainment, whether theyare the rules set out in this Code, anyapplicable local internal policies, thirdparty rules, contract terms or applicablelegal requirements.

Immediately return any gift of cash orcash equivalent that you receive froma third party and notify Legal that thishas happened.

If you believe it would be insultingto decline a gift, report it to your linemanager who will decide whether itcan be retained by you or BP, donated tocharity (either itself or the money from itssale), or returned. Return any indecent orimproper gift.

Obtain Legal approval before payingfor the hosting expenses includingtransportation, lodging or related travelexpenses of a government ofcial,

including state company delegations.

Above $20, record all gifts andentertainment offered to governmentofcials, even if the offer was declined,in the BP Gifts and EntertainmentRegister or your approved local gifts andentertainment register.

Gift Value Entertainment(including meals) value*

ApprovalRequirements

RecordingRequirements

$50 $150 No pre-approval required. No recordingrequirement exceptfor governmentofcials > $ 20*

> $50 and$250 > $150 and$1,000 Line manager approvalrequired.

Group Leaders mayself-approve.

Must be recordedin the Gifts andEntertainmentRegister.

> $250 > $1,000 Group Leader approvalrequired.

Group Leaders mayself-approve.

Must be recordedin the Gifts andEntertainmentRegister.

In addition to the requirements above, the following requirements apply when exchanging

gifts and entertainment with a government official:

Obtain Legal approval before offering or paying for the hosting expense of a government ofcial.Record all gifts and entertainment offered to a government ofcial above $20, whether acceptedor declined. Legal or E&C should be consulted if there is a risk that any G&E could be seen asimproperly inuencing a government ofcial.

* When using this chart, consider the following:

1. For meals/entertainment you give to others: Use the total value of meals/entertainment that yougive to a third party organization at a single event. For example, if you entertain multiple peoplefrom the same organization at a specic event, the value is the total amount you spend for thetotal number of guests entertainment.

2. For meals/entertainment you accept from others: Include only the value of the meal/entertainmentyou personally receive (including the value of meals/entertainment that your spouse or othernon-BP employed family member receives).

Obtain appropriate managementapproval before offering or acceptingany gift or entertainment to/from athird party. You must comply with themost stringent approval requirements,whether they are the rules set out inthe chart below or an applicable localinternal policy.

Where required, accurately record giftsand entertainment you offer, give orreceive in the BP Gifts and EntertainmentRegister or your approved local giftsand entertainment register. You mustcomply with the most stringent recordingrequirements, whether they are the rulesset out in the chart below or an applicablelocal internal policy.


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Offer, give or receive any gift orentertainment that:

- Could be construed as a kickback, bribe,payoff or violation of any law or otherBP standard.

- Is cash or a cash equivalent, such as abank cheque, money order, investmentsecurities, gift certicate/card or

negotiable instrument.

- Was solicited or offered in return forsomething else.

- Is indecent, sexually oriented, doesnot comply with our commitment tomutual respect or could adverselyaffect our reputation.

Offer, give or receive any gifts orentertainment with third parties whenyou are involved in or could inuence atender or competitive bidding processwith them, unless approved by Ethics& Compliance.

Personally pay for any gift orentertainment to avoid having to reportor seek approval for it.

Conceal, or assist in the concealment of,the offering, giving or receiving of giftsand entertainment.

Offer, give or receive gifts andentertainment with the same third partymore than twice per year without priorapproval from your line manager.

If you have any questions or concernsabout gifts and entertainment, contactyour line manager, Ethics and ComplianceLeader, Legal or Ethics & Compliance.

Youll nd more information underEliminating bribery and corruption,Preventing conicts of interest, andDealing with governments in this Code.

You can also access the BP Gifts andEntertainment Register and the ApprovalForm for Hosting Government Ofcialsat the links provided in the Appendix.

Q. May I go to the show?

A supplier offered me two ticketsto a top London show. They cannotcome with me themselves, but havetold me to take a friend. The ticketsare not worth more than $75 each.May I accept them?

A. Because the supplier is notaccompanying you, the tickets area gift. The maximum value of gifts

you can accept without approval is$50, so you will need to get approvalfrom your line manager, (unless youare a group leader, in which caseyou can self-approve).

Appropriately exchanginggifts and entertainment (cont.)

Q. May I accept a raffle prize?

I won a weekend away in a rafeheld by a supplier. Am I allowed toaccept this prize?

A. Because this prize is almost certainlyworth more than $50, you must getapproval from your line manager (orself-approve if you are a group leader)before accepting it. However, if youare involved in or have an inuenceon a competitive bidding situationwith this supplier, you must also getapproval from Ethics & Compliance.


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Q. Should I pay for transport andentertainment?

The technical manager working forour partner, a national oil company,wants to see BPs latest renerytechnology in Germany. They arepaying for their own ights and hotelaccommodation, but would like us toprovide administrative support andlocal transportation. They also expectus to entertain them in the evening.Is this appropriate?

A. You can support visits of governmentand state company delegations to BPofces and sites, but only if all itemsare approved in advance by Legal.It is also permissible to promote,demonstrate and explain the benetsof our products or technology togovernment employees who aredecision-makers or potential partners,but you must not try to inuencethem by offering personal benets.

Q. What is the approval limit?

I plan to entertain 10 engineerswho work for the same third partyengineering rm. The total cost ofentertainment will be $400. Sincethe cost is only $40 per person, doI need my line managers approval?

A. Approval limits are for the totalvalue of the gifts or entertainmentoffered or given to a particular third

party. In this case, you would needto get your line managers approval,as the total value of entertainmentwith this rm is $400. You shouldfollow this same approach whenrecording gifts and entertainmentin the Register.


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Preventing conictsof interest

At a glance

We respect the privacy of everyone who works for BP and do not

normally take an interest in what people do outside of work.

But conicts of interest can happen if an employees personal,

social, nancial or political activities interfere, or potentially interfere,

with their loyalty to BP.

Wherever possible, conicts of interest should be avoided. If and

when they do happen, they must always be carefully managed.

Even the appearance of a conict of interest can be harmful and

needs to be addressed.

In detail

There are many different ways conictsof interest can arise.

Outside jobs and affiliationsThese situations can create an actualor apparent conict of interest if theyinvolve you:

Having a second job.

Performing services.

Serving as a director or consultant.

Holding a nancial interest with anexisting or potential competitor,customer or supplier of BP.

Jobs and affiliations of close relativesThese can also create conicts of interest.In general, a close relative should not haveany business dealings with you, anyonewho reports to you, or anyone working inyour business unit. Close relatives who aregovernment ofcials could present uniqueissues and should always be disclosed.

Close relative means a spouse, partner,parent, step-parent, child, step-child,sibling, step-sibling, nephew, niece, aunt,uncle, grandparent, grandchild and in-law or anyone else you have a close personalrelationship with.


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Board directorshipsOur employees are occasionally asked tobecome directors on other organizationsboards. Sometimes this can raise conictsof interest or legal issues. Before youaccept a board directorship, you need tofollow the non-executive director approvalprocess see Appendix for details.

InvestmentsAll employees should make sure that theirinvestments and their close relativesinvestments do not create conicts ofinterest that could affect their objectivity

when making work decisions.

For example, conicts can arise if you ora close relative invests in a competitor,supplier, or customer of BP. For anysubstantial interest of this kind, youwould need prior written approval fromyour line manager.

Substantial interest means an interestthat might inuence or appear to inuenceyour judgement. As a guide, if you were toown less than 1% of the shares of a publiclyquoted company or earn less than 10%of your net worth from an investment

this would not normally cause a conict.If you are in any doubt, check with yourline manager or Legal.

Deciding whether or not you have a conictof interest is down to good judgement.Ask yourself:

Would this situation affect any decisionsI make for BP?

How would it look to my co-workers?Would they think it could affect howI do my job?

How would it look to someone outsidethe company, such as a customer orshareholder?

How would it be perceived if it werereported in a newspaper?


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Disclose any outside jobs and afliationswith competitors, customers or suppliersto your line manager and obtain writtenapproval. If your role with BP involvesevaluating potential suppliers or sellingto potential customers, you may haveto disclose any relationships of this kindto them also.

Notify your line manager if you learnthat a close relative works or performsservices for a BP competitor, customeror supplier.

Get written approval before acceptingany board position (including for not-for-prot organizations) in accordancewith the non-executive directorapproval process.

Notify your line manager if you have anyother relationships that could create orappear to create a conict of interest.


Hire, supervise, affect the terms andconditions of employment, or inuencethe management of any close relativeunless it has been approved by your linemanager. This applies whether they area BP employee or contractor.

Work for, or provide services for, anyonethat you must deal with as part of yourjob for BP.

Invest in a current or prospective supplierif you have any involvement in theirselection, assessment or negotiations.This applies equally if you superviseanyone who has such responsibility.

Invest in a customer if you areresponsible for dealings with thatcustomer or supervise anyone whois responsible for them.

If you think you might have a conictof interest, or that other people mightthink you do, talk it through with yourline manager straightaway.

Conicts of interest can usually beresolved to everyones satisfaction, butthey always need careful consideration.Not disclosing a conict could meandisciplinary action.

You will nd more information on conictsof interest in our Global Guidelines onHandling Relationships in the Workplace.

Preventing conictsof interest (cont.)


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Q. Can we work with ourcolleagues son?

A colleagues son has just joinedour team. Is this allowed?

A. Unless local policy prohibits it,relatives can work in the same teamor operating unit. The only provisois that no relative must ever be in aposition to either hire, supervise,affect the terms and conditions

of employment, or inuence themanagement of another relative.

Q. Do I have a conflict of interest?

My spouse is an ofcer in a companythat does business with BP. In myjob at BP, I also have contact withthat company from time to time.Is this a problem?

A. Every case is different. You need totalk it through with your line managerso that any issues can be anticipatedand avoided. Remember, all actualor potential conicts must alwaysbe disclosed to your line manager.

Q. Who might pose conflictsof interest?

Do conicts of interest include peopleI have close personal relationshipswith as well as actual relatives?

A. Yes. Our Code covers any closerelationships that may create an actualor apparent conict of interest. It doesnot list every activity or relationshipthat could create a conict. However,it does tell you when you shouldbe concerned; that is, if any activityor relationship interferes with yourobjectivity and loyalty to BP. If youhave any concern at all about anypersonal relationship, raise it withyour line manager without delay.


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Complying with competitionand antitrust laws

At a glance

Everyone at BP must comply with competition laws known in

the US and some other countries as antitrust laws. These are laws

that protect competition by prohibiting anti-competitive behaviour.

This behaviour may include:

Entering into anti-competitive agreements with competitors,

including price xing, bid rigging, market allocation and agreements

to restrict supply.

Exchanging competitively sensitive information with competitors.

Imposing restrictions on customers or suppliers.

Abusing a position of market dominance.

Entering into certain mergers and acquisitions.

Even where some behaviours may be lawful (for example, in a

country that has not adopted competition laws), we will not enter into

any arrangements with competitors that could harm BPs reputation.

In detail

Most countries in which we do businesshave competition laws. Some of theseapply beyond national boundaries forexample, the rules in the European Unionand the US.

The penalties for breaking competitionlaws are severe. Fines for anti-competitivebehaviour can be up to 10% of the BPgroups annual global turnover. As wellas being ned personally, individualsconvicted of the most serious offencescan face imprisonment.

Agreements with competitorsCertain agreements with competitors price xing, bid rigging, market allocationand agreements to restrict supply arealmost always illegal. You must never enterinto these kinds of agreements, regardlessof where you are based, without gettingadvice from Legal.

Under competition law, agreementhas wide meaning and includes informal

understandings with competitors.

Any action that appears compromisingcould trigger an investigation and be usedas evidence of anti-competitive behaviour.For example, regular get-togethers with acompetitor over coffee could be seen byan authority as providing an opportunityto collude.


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Information sharingWe must be very careful about sharingcompetitively sensitive information withthird parties. This includes current andfuture prices, marketing and operationalstrategies, costs, customers and suppliers.You should not share BPs competitivelysensitive information with third parties,especially competitors. Nor should youreceive such information directly orindirectly from competitors without rstobtaining advice from Legal. We mustavoid illegal exchanges of information,

and we also must avoid the appearanceof such activities.

Trade associationsTrade associations and other industrybodies are a useful way of helping us toachieve business goals improved safety,for example. Since they bring us togetherwith our competitors, however, we needto take particular care with all our tradeassociation participation.

Joint venturesAgreements made between joint venture(JV) members about the operations of

the JV are considered to be partner ratherthan competitor agreements even if thepartners are competitors outside the JV.But anti-competitive agreements betweencompeting JV partners beyond the scopeof the JV are prohibited. Also, the exchangeof competitively sensitive informationbetween BP, its JVs or JV partners maybe problematic; therefore, prior to theexchange of such information, you shouldconsult Legal.

Dealing with customers and suppliersDepending on the jurisdiction in which youoperate, placing certain kinds of restrictionson your customers or suppliers may beillegal. These include agreements that:

Restrict your customers freedom toset the resale price.

Limit your customer to buying onlyfrom you.

Restrict where, or to whom, yourcustomer can sell.

Require your supplier to sell only to you.

Always check with Legal before puttingany restrictions on distributors, customers,or suppliers.

Price discriminationCharging customers different prices canbe illegal in some jurisdictions under certaincircumstances. If you have the authorityto set prices, check with Legal to makesure you know the legal requirements.

Market powerActivities that are legal for many companiesmay be illegal for businesses with a largemarket share. For example, in manycountries it is illegal to use certain pricingor contracting strategies to maintain amonopoly or dominant market position.If your business has a large market share,you must consult Legal to understandhow the law may apply to you

Merger controlMergers, joint ventures, and acquisitions/disposals of assets or shares may require

approval from competition authoritiesbefore they can proceed. Noticationrequirements vary throughout theworld, and sanctions can include nes,transactions being declared void anddivestments being required. Businessesshould always seek competition lawadvice from Legal before entering intosuch transactions.


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Take care when dealing with competitorsnot to participate in any arrangement thatcould be construed as anti-competitivecollusion. If you nd yourself in a meeting,including trade association meetings,where a questionable discussion is takingplace, you must make it clear that youbelieve the discussion is inappropriate,break away from the discussion, and

promptly inform Legal.

Ensure you are familiar with howcompetition law impacts on yourbusiness in your jurisdiction, andconsult Legal as appropriate.


Unless you receive advice to the contraryfrom Legal, never:

Agree with competitors to x prices tothird parties (including agreeing on theamount or timing of a price increase orlevel of discount or rebate) or agree onother terms related to prices (pricingformulae, credit terms, etc.).

Intentionally signal future prices tocompetitors through customers,industry articles or other means.

Agree with competitors to divide upcustomers, territories or markets.

Discuss competitive bids withcompetitors or agree on who will wina competitive bid.

Agree with competing producers tolimit or restrict production or capacity(including making agreements to shutdown capacity).

Agree with a competitor to refuse todeal with another competitor, a supplieror a customer.

Exchange or discuss competitivelysensitive information with competitors.This includes:

- Current or future prices or price-relatedterms to third parties.

- Costs.

- Individual customer details.

- Production or capacity data.

- Future expansion or capital expenditureplans.

- Future commercial strategy.

Agree with your customer (includingyour distributors) the price it will chargeits customers or minimum resale prices.

Restrict to whom your customerscan sell or the territories in which yourcustomers can sell.

Enter into joint ventures, mergers,acquisitions, divestments, or joint-marketing, joint-purchasing or similarcollaborative arrangements with any thirdparty without seeking legal advice rst.

Complying with competitionand antitrust laws (cont.)


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Q. Should I have intervened?

During a trade association meeting,I was present when two of ourcompetitors were discussing theirlow prot margins and complainingabout deep discounts. I said nothing,but a few weeks later both competitorcompanies raised their prices. ShouldI have intervened at the meeting?

A. An authority might conclude that

everyone at the meeting whetherthey took part in the conversation ornot tacitly agreed to price xing,even though there was never anexplicit agreement. If you nd yourselfin this kind of situation, say that youfeel the conversation is inappropriate,leave the meeting and tell Legalstraightaway.

Q. Can I attend a rationalizationmeeting?

A representative from anotherenergy company wants to discussways to rationalize the market for aproduct we both supply. The meetingis outside the US and the UK.Can I attend?

A. No. When terms like rationalizecome up in conversations with

competitors, it is a warning sign ofanti-competitive activity. Simplyattending this meeting could be aserious breach of competition lawand a criminal offence. Having themeeting in another country does notmake any difference it can still breakthe laws of the UK, the EU, the USand other countries that might beinvolved. Always report any invitationslike this to Legal without delay.

Q. Can I accept a competitors pricelist from a customer?

During a recent sales visit, a customergave me a copy of my competitorsprice list to support his opinion thatour prices are too high. Should I haveaccepted the price list?

A. If a customer gives you competitorpricing information, write the sourcename and date at the top of theprice list to show that you obtainedit legitimately. If you are ever

unsure about whether you havereceived information legitimately,consult Legal.

If you have questions or concernsabout competition laws, talk to your linemanager, Legal or Ethics & Compliance.

For additional information, see theBP Group Competition and AntitrustStandard and other related guidelines links provided in the Appendix.


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Complying with traderestrictions, export controls

and anti-boycott laws

At a glance

BP is a UK-based company

with signicant business in

the US and the EU. We always

comply with the applicable laws

governing trade restrictions of the

countries in which we operate

unless those laws conict with

the laws of the US, the UK or

other EU countries. Consult Legalin the case of a conict or if you

are not sure if there is a conict.

We also comply with all legally

mandated controls on the export

and the end use of certain

products, technology, software

and services.

In detail

From time to time some countriesimpose trade restrictions covering speciedcountries, entities and individuals. This mayinclude the US, UK and other EU countries.They also periodically impose controls on theexport and the end use of certain products,technology, software and services.

The penalties for breaking these laws, whichsometimes apply outside the legislatingcountry, can be very serious. Penaltiesinclude nes, debarment from working ongovernment contracts, revocation of permitsto export, and imprisonment.

Trade restrictions typically cover:

Exports or re-exports to a prohibited orsanctioned country, entity or individualwithout the appropriate licence orauthorization.

Imports or property dealings from,or originating in, a sanctioned country.

Imports or property dealings witha sanctioned entity or individual.

Business dealings with a sanctionedcountry, entity or individual.

The transfer of restricted software,technical data or technology without alicence by email, download or disclosureto people in or from sanctioned countries.

The provision of defence-relatedservices or export of articles or servicesdesigned or adapted for military or otherrestricted end use, without a licence orauthorization.

The prohibition of certain boycott activities for example, US anti-boycott laws.

Product classications, export controlsand lists of restricted individuals, entitiesand countries change regularly. If youare involved in the sale or shipment ofproducts, technologies or services acrosscountry borders, make sure you know therelevant rules, and check with Legal forany updates or advice you might need.


Follow the Group Trade SanctionsStandard and any additional requirementsthat apply to your specic businessactivities.

Consult with Legal immediately if youare asked to deal with a sanctioned orrestricted country, entity or individual.

Make sure that products and technologyfor import or export are classied inadvance. Use the relevant country controllist to determine licensing requirements.Make sure that all required labelling,documentation, licences and approvals

are in place. Contact Legal for assistanceand legal advice.

Ensure that all transaction parties arescreened against the relevant restrictedparty lists.


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Breaching trade restrictions and exportcontrols can have serious consequences.If you have any questions about theselaws, contact Legal.

For more guidance, please see thePreventing money laundering sectionof this Code.

For more information, the BP Group

Standard on Trade Sanctions andassociated frequently asked questionsare available see link in the Appendix.

Q. Should we be concernedabout this request?

One of my team members, a US-based engineer, has been askedby a colleague in the Middle Eastto troubleshoot a problem at a jointventure. The JV is part-owned by aUS-sanctioned country. Should webe concerned?

A. Yes. Before agreeing to the request,

the engineer should check withLegal to make sure they would notbe providing goods or services to asanctioned country in breach of USlaw. In some cases it will be a violationfor a US person to facilitate businessin any way.Q. Do I need to follow US

export laws?

As the manager of a lubricantsbusiness in Australia, I recentlyreceived orders from China. To llthese orders I would need to havethe products shipped from the US.As Im not US-based, do I have to

follow US export laws?

A. Yes. Because the product will beshipped from the US, you will needto follow US export laws. You mustcheck with your US counterparts tond out whether you need exportlicences for shipping the productsfrom the US to China. Even if you hadUS origin products in stock in yourlocal country you would still have tofollow US export laws as they applyin countries beyond the US.

Q. Do US sanctions apply as Im only visiting?

I am not a US citizen, but I am currentlyin the US and have received animportant email about a business ina country subject to comprehensiveUS sanctions. My response will takeless than ve minutes. Is that okay?

A. In this case, the answer is no. Youcannot respond while you are in

the US as you are considered a USperson. For future reference shoulda similar situation crop up, your abilityto respond will depend on the countryyou are in and the sanctions that areimposed. If you are unsure, checkwith Legal.

Q. Are there restrictions onexpatriates on contract with BPInternational Services Company?

I am a UK citizen on foreignassignment to Spain. My employmentcontract is with BP InternationalServices Company. My businesshas asked me to participate in amarketing effort in Cuba. I have neverbeen to the US. Can I participate?

A. No. BP International ServicesCompany is a US-registeredcompany. While you are on expatriateassignment you are considered to bea US person and cannot participatein business activities with Cuba.

Q. Laws in conflict what do I do?

I am negotiating a contract with acounterparty from a Middle Easterncountry. I was asked to supplyinformation about my companysbusiness with Israel. Can I complywith this request?

A. This request sounds like a boycottrequest, because it involves aquestion specically mentioning ourbusiness relationship with Israel. Thisis considered a red ag. Dependingon other facts, it may be illegal forthe company to agree to supply thisinformation. You should check withLegal before agreeing to this request.


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Preventing moneylaundering

Money laundering is the process of concealing illicit funds or making

them look as though they are legitimate. This includes concealing

the criminal origin of money or other property sometimes called

the proceeds of crime within legitimate business activities. It also

covers the use of legitimate funds to support crime or terrorism.

We never condone, facilitate or support money laundering,

which means:

We will always comply with anti-money laundering laws

and regulations.

We will seek to minimize money risks through our anti-money

laundering policies and practices. These are designed to avoid

receiving, or being involved in an arrangement or transaction

that relates to, funds that may be the proceeds of crime.

We take reasonable and appropriate actions to identify and

assess the integrity of our business counterparties.

Counterparty means any party that BP does business with now

or intends to do business with in the future, either on a regular

or one-off basis. Counterparties include customers, contractors,suppliers, agents, professional advisers, JV partners and any

other business partners.


Follow the BP Group Anti-MoneyLaundering Standard and any additionalrequirements that apply to your specicbusiness activities.

Conduct appropriate risk-baseddue diligence enquiries about bothcounterparties and the property(e.g. funds, goods, etc.) that BP receives.

Take reasonable and appropriate actionsto assess the integrity of counterparties.

Monitor counterparties dealings andactivities with BP for suspicion of moneylaundering or nancial crime.

Watch out for:

- Any situation where the counterparty willnot provide details of its ownership, orwhere you cannot identify its ownership.

- Irregularities in the way paymentsare made.

- Counterparties whose behaviour raisesquestions over their integrity.


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Be wary of either attempts to make,or request, payments:

- In currencies other than thosespecied in the invoice or contract.

- To or from other countries with noapparent connection to the business.

- In cash or cash equivalents.

- By or to someone not party to thetransaction.

- To or from an account other than thenormal business relationship account.

- With multiple cheques or drafts.

- Where you recognize that there areoverpayments.

- Involving unknown or unnecessaryintermediaries unless you are clearabout their role.

- With unnecessary complexity or noobvious legitimate business purpose.

- Involving high-risk countries orcounterparties.

Report concerns about transactions oractivities by any counterparty to your linemanager and Legal.

Contact Legal if a potential counterpartyrefuses to provide information about itsidentity, ownership or transaction detailswhen they are asked.

Contact Legal or Ethics & Compliance ifyou have any concerns about or possibleinvolvement in the types of activitiesdescribed under never in this sectionof our Code. Equally, contact Legal orEthics & Compliance if you have any otherquestions about money laundering.


Do business with anyone known orsuspected of wrongdoing relating todealings with BP or third parties, unlessthose suspicions are appropriatelyreviewed and resolved.

Discuss suspicions of money launderingwith a counterparty unless you areauthorized by Legal to do so. You couldimpede a proper investigation and/orcommit an offence of tipping off insome jurisdictions if you fail to get priorapproval from Legal.

Conceal or disguise monies that maybe the proceeds of crime.

Become involved in an arrangementthat may involve criminal property orthe proceeds of crime.

The above rules are not a substitute forusing good judgement and commonsense when assessing the integrity ofcounterparties.

For further guidance, see the BP GroupAnti-Money Laundering Standard a linkis provided in the Appendix.

Q. Can I accept a combinationpayment?

A customer has asked to pay BPfrom multiple accounts using acombination of cash and variouscheques. What should I do?

A. This is suspicious money launderingbehaviour and you need to escalatethe matter to Legal immediately. Donot accept any payment or take anyfurther steps in the transaction untilLegal have told you how to proceed.For future reference, the Red FlagsAppendix in the BP Group Anti-Money Laundering Standard can helpyou recognize potential warning signsas soon as possible, so that the rightlegal steps can be taken.

Q. Can we refund our customerin cash?

A customer who has overpaid has

asked for a refund in cash, ratherthan through the normal mechanism.What should I do?

A. Contact Legal for advice on howto manage the situation.


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Working with suppliers

Our suppliers are important to us, underpinning our ability to do

business and meet our customers expectations.

That is why we choose them carefully, using a transparent selection

process based on objective criteria and evidence.

Fundamental to our relationships with suppliers is that they operate

according to principles that are similar to those in this Code. This

includes making a contractual commitment where it is feasible

to follow the principles of our Code, as well as our ethics and

compliance requirements.


Use an objective process to source andselect suppliers.

Avoid conicts of interest, inappropriategifts and entertainment, or any kind offavouritism that might compromisesupplier selection.

Work only with suppliers who complywith all legal requirements. They must

willingly make a contractual commitmentwhere it is feasible to operate in line withthe principles of this Code and our ethicsand compliance requirements.

Conduct due diligence on new suppliersand agents acting on behalf of BP.

Screen suppliers against restricted partylists, in line with the Preventing moneylaundering and Complying with traderestrictions, export controls and anti-boycott laws sections of this Code.

Help suppliers understand ourexpectation that they will provide theBP Code and details of OpenTalk to all oftheir employees working on BP business.

Be alert and report to your line managerany activity or any suspicion of activityby suppliers that are inconsistent withBPs expectations concerning our Code.


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Q. Should I question mysuppliers plan?

A representative of one of oursuppliers claims they can help uswin a contract with a customer.I think they are planning to offer lavishtravel and entertainment to one of thecustomers vice-presidents, whichwould break their companys rules.Should I do anything about this?

A. Yes. We never acquire contractsin a way that is inappropriate andmight even be illegal. We will needto evaluate our relationship withthe supplier to make sure that thisindividuals activities are not indicativeof the way the supplier operates.We also need to tell the customerwithout delay that this supplier doesnot act for or on behalf of BP. Youneed to raise the issue with your localprocurement manager or Ethics andCompliance Leader immediately.

Sections in this Code that are alsorelevant are: Appropriately exchanginggifts and entertainment, Preventingconicts of interest, Eliminating briberyand corruption, Preventing moneylaundering, and Complying with traderestrictions, export controls and anti-boycott laws.

To help keep our standards high andour supply chain strong, always tellyour local procurement manager ifany supplier fails to respect our Code.Code breaches should be reported inthe breach database see Appendixfor the link.


Accept gifts and entertainmentfrom parties engaged in a tender orcompetitive bidding process that youare engaged in, unless you receive priorapproval from Ethics & Compliance.

Share one suppliers condential businessinformation (for example, proposed rates,winning bid information or qualicationcriteria) with any other supplier.

Note:There may be further rules coveringthe way you work with suppliers forexample, laws or regulations, governmentcontract requirements or JV policies.Please make sure you know the rulesthat apply in your business and country.


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I stand forthe Code

AranteInstrument and Electrical Technician


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I stand forthe Code

RogerDriver Coach


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The

governmentsand

communities

we work with


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Thegovernmentsandcommunitie

sweworkwith

65

BP Code of Conduct

We respect the world in which we operate.We are committed to our role in society andto meeting our obligations to the countriesand communities in which we do business.

We depend on the relationships we have, respectthe countries and communities we work with,and want them to benet from us being there.

We aim to make real improvements that contribute

to sustainable growth by creating wealth andjobs, developing useful skills, and investing ourtime and money in people. We care about the

consequences of our decisions, large and small,on those around us.

One point we cannot stress strongly enough isthat we do not engage in bribery or corruption inany form, whether in the private or public sector.

Neither does BP get involved in political activityor make political contributions.

We aim to engage constructively withgovernments everywhere we operate, as well asto build constructive relationships with the media.

Eliminating bribery and corruption / pg 66

Dealing with governments /pg 70 Engaging with communities and respecting their rights and dignity /pg 71

Communicating with investors, analysts and the media / pg 72

Our stance on political activity / pg 74


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Eliminating briberyand corruption

At a glance

We do not engage in bribery or corruption in any form, whether

in the private or public sector. This means:

Our employees or anyone acting for us must never offer, solicit,

promise, give or accept a bribe, kickback or any other improper

payment including facilitation payments.

We comply with all laws and regulations that prohibit bribery

and corruption, and we do everything we can to make sure our

suppliers, contractors and joint venture partners do the same.

All business partners who represent or act on behalf of BP must

be asked to comply with applicable bribery and corruption laws.

Where appropriate, they must show that they have appropriate

programmes to prevent bribery in place.

Weneverallow facilitation or grease payments to government

ofcials by anyone who works for BP or anyone acting for us.

This applies no matter how small the amounts are. Facilitation

payments are payments made to a government ofcial to secure

or speed up routine, non-discretionary, legal government actions,

such as issuing permits or releasing goods held in customs.

We also prohibit commercial or private sector bribery.

Once again, no form of bribery or corruption is permitted,

regardless of whether the recipient is a government ofcial

or a private business person.

In detail

The denition of bribery is offering, promising,giving, receiving or soliciting anything of valuein order to inuence how someone carriesout a public, commercial or legal duty. Thisincludes attempts to do any of the above.

Breaching anti-bribery and anti-corruptionlaws is a serious offence. Companies andindividuals breaching these laws may bepunished by nes, and individuals alsoface imprisonment.

Most countries have laws prohibitingbribery and corru

Bp Code of Conduct

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