CHAPTER 3

Proper Use of Assets and Ideas

"Someone once asked how much I was paid in royalties for my book, 'The Science of Success.' I explained that, since the book was written on company time using company assets and resources, all royalties were paid to the company, not me. No one is exempt from our rules in this regard."

—Charles Koch

Careful Communication

All communications must be prepared responsibly and with consideration for the intended business purpose. Communications must also be in full accord with our Values and this Code.

In all communications, it is important to tell the truth and to avoid exaggeration, speculation, inappropriate language and derogatory remarks or characterizations. This applies to communications of all kinds, whether written or verbal, and includes phone conversations, emails, instant messages, voice mail, daily planner notes and other “informal” notes or memos.

Consider the following:

Determine the best method to communicate. Would a phone call or in-person meeting be better?
Clearly state the purpose of the communication. Stick to the point.
Is the content factual? Do not include language or present information in a manner that may be perceived as offensive, inflammatory, harassing or otherwise inappropriate.
Do not speculate on outcomes, conclusions or scenarios unless there is a clear business need to do so.
Do not make legal conclusions unless you are qualified to do so. Assert attorney-client privilege only as directed by an attorney or when seeking an attorney’s legal advice.

Speak on behalf of the company only when authorized and without representation of personal opinion. If you are personally supporting or endorsing our company products, brands or services in a public forum, you must disclose your affiliation with the company and make it clear in your personal post that you are speaking on your own behalf.
Consider how the message may sound if taken out of context. Provide information on a need-to-know basis. Mark communications confidential as appropriate.
Think before you send. Use good judgment in what and how you say things.

FAQs

There is a blog site where other individuals that have the same type of role as I do exchange information. I’ve noticed that some individuals’ responses include their workplace auto signature that reflects their name, title and company information. Is it acceptable for me to utilize blogs?

You should stick to the facts when seeking or giving information and keep in mind company confidentiality and careful communication practices. Information posted on external blogs or other discussion forums is available to the general public and may be archived for long periods of time. In addition, the inclusion of your auto signature could be misinterpreted as a representation of the company when in fact, it is not. You must not do anything that may be understood as a representation on behalf of the company.

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Privacy Expectations

Electronic communication tools used for company business are subject to monitoring by the company to the extent allowed by law. The company has the right to access these tools and use the content for any lawful purpose.

In some countries where we operate, local law requires more specific notifications and policies regarding the privacy of electronic communication tools used for company business. If these are required at your location, they will be provided to you separately from this Code.

The company does not make any guarantees about the reliability of company-provided electronic communication tools for personal use. If you have a need to transmit personal, sensitive information, you should consider using a communication method other than company-provided electronic communication tools.

Acceptable Electronic Usage

The company provides a number of electronic communication tools that its employees use every day. These tools enhance our competitive advantage in the marketplace. Constant technological changes will increase the number and type of company-approved communication tools available to employees.

Regardless of which company-approved communication tools you use, you are expected to use them in an acceptable manner, for proper purposes. This policy applies to all communications related to company business or involving company employees.

Appropriate & Acceptable Uses

Internal (with other company employees) and external (with customers, suppliers and business partners) business communications.
Access to information for appropriate business, technical and research purposes.
Limited personal use that does not distract from your regular job duties, is not excessive and does not result in inappropriate or unapproved costs. Employees and supervisors should discuss what constitutes unacceptable costs and whether reimbursement to the company is appropriate based on the employee’s roles and responsibilities, and the situation.

Inappropriate & Unacceptable Uses

Revealing the company’s proprietary or confidential information without the appropriate authorization or agreements in place, whether this is done inadvertently or intentionally, and whether inside or outside of the company.
Accessing, distributing or storing materials that could be considered unethical, inappropriate, offensive, disrespectful, harassing or abusive to others.
Conducting outside business.
Transmitting legally privileged information without permission from Legal.
Misrepresenting oneself as another individual or company.
Conducting illegal activities.
Sending, receiving, forwarding or copying information in violation of copyright laws.
Overloading the company network, such as engaging in excessive streaming of music and videos.

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FAQs

I am in the process of buying a home and must immediately send a document to my agent. May I use company equipment or must I leave the office to do this?

Use good judgment and use company equipment. Depending on the circumstances, insubstantial and infrequent personal use of company assets may be acceptable. If you have questions about such situations, discuss them with your supervisor.

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I am going on vacation with my family. Is it acceptable to use the Internet to make reservations?

Yes. Personal use that is brief, infrequent and appropriate is acceptable.

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May I use my company mobile phone to make personal calls?

Limited personal use of communication tools by employees that does not result in inappropriate or unapproved costs, such as long distance or other usage charges is acceptable.

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Offensive or Harassing Communications

It is unacceptable to view, access, transmit or forward inappropriate content, such as potentially offensive jokes, images or other materials depicting or pertaining to nudity, sex, or a person’s color, race, religion, gender or gender identity, sexual orientation, national origin, citizenship, ethnicity, age, disability, pregnancy, veteran status, genetic information, or other legally protected factors.

If you receive an email containing inappropriate content, delete it immediately. Do not forward the content to an internal or external email address. As a further precaution, if the sender is known to you, notify the sender not to send such items to your business address. If such material is received from an unknown source, you generally should not contact the sender, but you should contact an IT support resource or your supervisor.

FAQs

I use email and instant messaging to conduct business and sometimes send jokes to my friends or coworkers. Is this acceptable?

While humor is important to our work and our lives, remember that the email and instant messaging systems are business communication tools. Inappropriate jokes or comments that may be offensive to others do not belong in the workplace.

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Electronic Data and System Security Expectations

Information systems and electronic data are vital assets which support business operations and decision making across the company.

Each employee has an important role in the overall security of our information systems and electronic data including:

Adhere to your Koch company’s policies and practices related to the security of company information systems and data.
Protect passwords and only share them in limited circumstances, with good business justification.
Take precautions to protect computer workstations and mobile devices from theft or loss.
Ensure appropriate information access controls are applied and periodically reviewed, based on the level of sensitivity and confidentiality of the information.
Do not attempt to alter, circumvent or break company information security protections or processes.
Ensure the use of any third-party information systems that will exchange, store, process or manage company data undergoes the information technology risk assessment applicable at your Koch company.
Practice safe computing. Have a heightened awareness of the ways in which fraudulent attempts could occur to obtain or gain access to the company’s electronic data.
Report any suspected or known system security incidents to one of the many options available to you.

Contact your IT support resource if you are unsure how to fulfill these responsibilities.

FAQs

I travel on business and need to transport personal data of others, such as company employees, customers, suppliers, vendors and job applicants, on my laptop. What should I do to protect the data?

Consider carefully whether you need to store and transport personal data on any mobile device. If you must do so to perform your job duties, limit the amount of personal data that you transport and ensure company-provided information technology security precautions, such as encryption, are taken.

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What should I do if my mobile device is lost or stolen?

The loss or theft of any mobile device, such as a laptop or smartphone, which stores or has the ability to access information relating to company business, must be reported to the appropriate resources at your Koch company.

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Use of Non-company-provided Technology

Use of non-company-provided communication tools for business purposes can pose an increased risk for the exposure of company information, loss or theft of information, unauthorized access to information and failure to meet requirements for managing company information.

You must follow your Koch company’s approval process and any additional requirements imposed by your Koch company for the use of non-company-provided technology to conduct company business. When approved to use non-company-provided technology, take all appropriate precautions and move business records to an approved location as soon as possible.

Security and Proper Use of Company Property

It is the shared responsibility of all employees to protect our people and property. In doing so, employees must manage assets with integrity and avoid misuse, fraud, theft, embezzlement or other improper or illegal means of diverting corporate assets. This includes the misuse of a company-issued credit card or submission of a fraudulent reimbursement request. Report any attempted or actual violations of access or financial controls to one of the many reporting options available to you.

Securing equipment, supplies and materials against theft or unauthorized use can limit losses. Reporting suspicious persons or activity to your manager, security personnel or your compliance and ethics resource can further prevent a security incident.

FAQs

If I discover a great price on something I want to buy and don’t have my personal credit cards with me, is it acceptable to use my company-issued credit card so long as I repay the charges?

No. You cannot use a company credit card for personal expenses.

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My supervisor has asked maintenance employees to leave the facility during working hours to fix an electrical problem at his home. What should I do?

You should report your concerns to one of the many options available to you so the activity can be reviewed.

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My supervisor gave me an invoice and asked me to put it on my company credit card and forward it to her for approval and payment. Should I pay the invoice?

No. Every employee is responsible for paying the expenses they incur. In this case, your supervisor, who can certify the expense, is responsible for the charge and should submit it to her supervisor for approval, even if the amount is within your supervisor’s authority to approve.

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I have noticed unescorted people wandering around and taking pictures at the facility. What should I do?

Photography of company property is permitted only when approved by the business unit leader or local site management. Unauthorized photography of company property could be a sign of surveillance and the activity should be considered suspicious. Additionally, this photography could result in a loss of intellectual property. If you see the activity occurring, immediately report the matter to security or a member of management.

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I routinely take my assigned company laptop home and on business trips. Is it acceptable to leave it in a vehicle unattended?

The loss of a laptop or any portable communication device not only results in the loss of the property, but it can also lead to a loss of confidential information or personal data. You should take the laptop inside your home to ensure safe storage. If you have a few stops to make before arriving home, discreetly store the laptop or any other property so that it is not visible in the vehicle.

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Intellectual Property and Confidential Information

The value of ideas, creations, innovations and information — intellectual property — often exceeds the value of more tangible items, such as physical property. The company’s considerable intellectual property assets are central to developing new products, attracting new business opportunities and maintaining our existing businesses in a highly competitive environment.

Intellectual property that you or others create on behalf of the company, or that relates to our business, belongs to the company. If we do not identify and protect our intellectual property, we risk losing our rights to it and the competitive advantages it offers.

Some categories of intellectual property are:

Trade secrets and confidential and proprietary business information
Trademarks and trade names
Copyrighted information
Patented and non-patented technology

The company’s intellectual property may be confidential and contain proprietary information. Confidential and proprietary information must not be shared with others inside or outside of the company unless the individuals have a legitimate need-to-know and have agreed to maintain the confidentiality of the information. Appropriate authorization and agreements must be in place prior to disclosure.

Some typical examples of confidential and proprietary information include:

Business processes and systems
Corporate strategies
Customer lists
Financial data
Legal and regulatory matters
Manufacturing methods
Marketing strategies
Modeling and other analytical and/or management techniques
Organizational charts
Unpublished patent applications or patentable, or potentially patentable inventions
Pricing information
Product formulas
Sales data and strategies
Software developed by the company
Technical data, processes and equipment
Technical product and process information
Trade secrets and “know how”
Employee personal information in certain jurisdictions

FAQs

Some non-company sites I visit require me to sign a visitor’s log or non-disclosure agreement before entering the site. What should I do?

Before your visit, ask your host for a copy of any agreements that you may have to sign for site access. This can help avoid surprises when you arrive at the site. Many sites require visitors to sign in and may sometimes require a non-disclosure agreement be signed in order to enter the site. You may sign the visitor log or non-disclosure agreement if it does not obligate you or the company beyond our expectation, expressed in this Code, to respect the intellectual property rights of others. Agreements that may further bind the company must be reviewed by a company Legal resource. It is best to ensure that any necessary agreements are executed in advance. Otherwise, if you are unable to meet the requirements of the site, you may have to decline to enter the site or discontinue the meeting until you can execute an acceptable agreement.

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Protecting the Company's Intellectual Property

You are not allowed to use the company’s intellectual property for personal benefit or for the profit or benefit of persons outside of the company.

Care must be taken not to lose, misplace or leave confidential information unattended or where others may easily access it, such as open computer files, unrestricted shared drives or documents left on photocopiers or on your desk. Safeguard confidential information and properly dispose of these materials when finished with them. Only use company authorized hardware and software when sending company confidential information electronically. Do not casually discuss confidential information where others might overhear, such as when using video conferencing, speakerphones, mobile phones and when talking in public places. You must always adhere to the specific security measures or procedures that your Koch company has established.

When employment ends, the obligation to protect the company’s confidential information and intellectual property continues. All property, documents, materials and files, including computer materials and databases, must be returned to the company. No copies of confidential information or intellectual property belonging to the company should be retained by the departing employee.

FAQs

I attend college courses on weeknights and would like to use some information that belongs to the company in connection with a course assignment. Does this violate company policy?

Possibly. Much of the information we produce, use or control while working for the company is confidential and proprietary. While some information is public and can be used elsewhere, or may be appropriate to use for educational purposes, we should never assume any company information is public. Ask your supervisor before using any company information for any purpose other than your responsibilities at the company.

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I overheard some employees discussing company business on a commercial airplane. What, if anything, should I do?

If you believe the information being discussed is sensitive or confidential, respectfully tell the people they can be overheard. Every employee has a responsibility to ensure that confidential and proprietary information is not shared publicly.

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I just discovered what appears to be sensitive information left in a conference room. What should I do?

First secure the information and then try to determine the likely owner of the documents and return them to that person. If you cannot, contact your compliance and ethics resource or Legal for help.

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Is it acceptable to post the company’s intellectual property online such as to an Internet bulletin board or blog?

No. You are not allowed to publish company intellectual property unless authorized by Legal. If the intellectual property constitutes confidential information, it cannot be disclosed to anyone outside the company unless they have a legitimate need-to-know such information to conduct company business and have agreed to maintain the confidentiality of the information.

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There is a non-company website that has information about one of our products that I believe is inaccurate. Should I post a statement on behalf of the company to correct the inaccurate information?

Only those authorized to represent the company may do so. You should contact your supervisor if you are concerned about the inaccurate information so that the authorized company resource can respond to the posting, if appropriate.

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Do I have to protect confidential and proprietary information even after I leave the company?

Yes. You are obligated not to use or disclose the company’s confidential and proprietary information after you leave the company.

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Trademark Use

There is significant inherent value in presenting a unified look to our customers and communities. Our corporate brands and other trademarks are valuable assets, and it is important to use our trademarks properly and follow company brand guidelines or standards. It is also important to use, protect and enforce our rights to maintain the strength and value of our brands and corporate identity.

Trademarks should not be reproduced in any form that differs from the company’s brand guidelines or standards and they must be in accordance with all applicable laws.

Some examples of our company trademarks:

Marks like Principle Based Management™, Principled Entrepreneurship™ and the Koch® logo are all trademarks owned by Koch Industries.
Brands like Brawny® paper towels and Quilted Northern® tissue are trademarks owned by Georgia-Pacific Consumer Products.
Brands like Mini-Fit® connectors and Picoflex® connectors are trademarks owned by Molex.
Brands like Gold Diesel® fuel and Sure Sol® specialty solvents are trademarks owned by Flint Hills Resources.
Brands like Agrotain® nitrogen stabilizer and Nitamin® fertilizer are trademarks owned by Koch Agronomic Services.
Brands like Intalox® structured packing and Flexiring® random packing are trademarks owned by Koch-Glitsch.

Patents and Trade Secrets

Protecting the company’s intellectual property is essential to ensuring that the company secures the full value of its technical innovations. Because of the complex nature of patents and trade secrets, you should contact your Koch company’s Legal resource so proper steps are taken to protect newly developed technologies.

If you become aware of a potential infringement or misuse of the company’s patents or trade secrets by a third-party, you should contact your Koch company’s Legal resource for analysis.

Others’ Patents and Trade Secrets

The company respects the valid and enforceable patent rights and trade secrets of others throughout the world by avoiding infringement or misuse of such rights or by obtaining licenses. Because of the complex nature of patents and trade secrets, you should contact your Koch company’s intellectual property Legal resource who will work together with the business to ensure proper steps are taken to protect newly developed technologies.

Corporate-developed Software Applications, Code and Documentation

Software applications developed by employees are company property and are generally for exclusive use by the company. You are prohibited from unauthorized duplication or distribution of these applications.

FAQs

Can I sell a product or service I develop on my own time?

It depends on the product or service. Like many companies, we claim an ownership right, to the extent allowed by law, to any product or service reasonably related to our business, even if you develop it on your own time. Acting with integrity and ensuring that you are complying with your legal obligations requires a release letter from Legal before you begin marketing any such product or service.

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Proper Use of Others' Intellectual Property

Similar to your obligation to properly use and protect the company’s intellectual property, you have an obligation to ensure that you respect the intellectual property of others. It is the right thing to do and there can be significant legal consequences for you and the company if you misuse others’ intellectual property.

Others' Confidential and Proprietary Information

Collecting information about our competitors from legitimate public sources to evaluate the relative merits of their products, services and marketing methods is proper and often necessary. However, there are limits to the ways information may be acquired. For example, seeking confidential information from a new employee who recently worked for a competitor, misrepresenting your identity in the hopes of getting confidential information from or about a competitor or sharing or using confidential information of other companies gained while conducting the due diligence process for potential acquisitions for the purposes other than evaluating the acquisition are prohibited and may be illegal.

If information is covered by a confidentiality agreement or use-restriction obligations that the company owes to another individual or company, such as a licensor of technology, the sharing and use of such information is subject to the conditions of the agreement with the party.

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FAQs

I worked on an acquisition that did not materialize. Another team is working on a similar acquisition. Can I share information from the project?

It depends. In the case of a potential acquisition, a confidentiality agreement is normally signed by the company before receiving information. The terms of the agreement may prohibit the disclosure and/or use of that information for other projects. Contact Legal for analysis of the issue.

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A vendor mistakenly sent me a copy of a report that contains confidential information about a competitor’s business plan. Can I give it to our marketing department?

No. You should not read this report any further, nor should you keep or make copies of it. Bring the document to the attention of your manager and Legal for appropriate handling.

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Copyright

Copyright laws protect many materials we use in the course of our work. Music, electronic and printed graphic images, other companies’ logos and designs, digital content, scanned documents, trade journal articles, engineering drawings, online videos and articles are some examples. Presentation slides, training materials, management models or other materials prepared by outside consultants or organizations are copyright protected.

Do not reproduce, distribute or alter software, documentation or other materials without a valid license or other prior permission of the copyright owner or its authorized agent.

To distribute copyright protected materials, you have several options:

Verify if the material is covered by our multinational corporate license agreement from Copyright Clearance Center.

Circulate the original printed form of the material or if the material is only available on the Internet, circulate the link to the material.

Seek permission to reproduce and distribute from the copyright owner.

FAQs

I would like to use a work-related video or article that I found on a website as part of a presentation to my team. May I do so?

It depends. Relevant factors can include the source of the video or article, the method of sharing and the purpose for sharing. The creator of a video or author of an article is the original owner of the copyright. The fact that a video or article has been published on a website does not give you the right to copy the video or article. Many websites only allow you to download a video or print one copy of an article for individual use. Seek ways to appropriately share the knowledge. Options may include passing along the website link, embedding a link to a video or requesting permission from the copyright owner.

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Software License Agreements

Software licensed for use on company computers is generally created and copyrighted by other companies and may be subject to restrictions regarding its use and distribution. The company generally receives and uses this software under licensing agreements and does not have ownership rights. Copying or using software on unauthorized computers may be illegal and also violate the license agreement.

Use software only in accordance with the terms specified in the applicable software license agreement. You are responsible for understanding and complying with your Koch company’s software policy and all software license agreements. If a specific software license agreement is not clear, contact your local IT resource.

Copying, Using, or Distributing Unauthorized Software

Do not make, use or distribute unauthorized copies of any software under any circumstances.

FAQs

Is it acceptable to install freeware, shareware, etc., onto my company computer?

Do not install any software product, including any software you may have purchased for personal use, on a company computer without approval by your business IT leader. They can help ensure that all license requirements are met and that the software is appropriate for use on the computer.

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Can software licenses be transferred from one company employee or representative to another company employee or representative?

All license transfers should be cleared through your IT resource. Some licenses prohibit transfers between employees or require other special handling.

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What is the policy regarding software purchases?

Software purchases are coordinated through your IT resource and must follow your Koch company’s software purchasing policy to ensure global management and auditing of our software licenses.

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Managing Company Records and Information

Information is a valuable asset, and it is everyone’s responsibility to ensure that information relating to company business, regardless of how it is created or where it is stored, is managed effectively and efficiently, from creation through disposition.

The company’s records and information management expectations are as follows:

Comply with applicable laws and regulations mandating the retention of certain types of records.
Manage and retain records in accordance with your Koch company’s established retention policy.
Only create or store company records in approved locations.
Preserve all records that may be relevant to any ongoing or expected litigation, audits or government investigations, or are subject to legal hold.
Retain archival information of historical significance to the company.
Ensure that vital records are identified, protected from destruction and available for the continued operation of the company in the event of a disaster.
Dispose of records that have satisfied applicable retention periods, are not subject to any legal hold, and are of no continuing business value.

Accurate Business Records

The company requires accurate and complete business records. This includes all business records such as environmental, safety, operational, personnel and financial records.

To ensure this you must:

Prepare records accurately and completely.

Sign or approve only records that are accurate and complete.

Disclose records only as authorized by company policy.

Never give out false information or act deceptively. This includes making false entries in company books and records, unauthorized destruction of documents, falsification of documents, giving or soliciting false testimony, or engaging in any act designed to cover up, obscure, mislead or hide a fraudulent transaction or act.

FAQs

I think a coworker is reporting hours that she did not work. What should I do?

Falsely reporting hours that an employee did not work demonstrates a lack of integrity and is a serious issue. It also results in higher costs to the business and is a form of theft. Report your concern using one of the many options available to you.

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What if my supervisor asked me not to report my overtime hours?

The law and company policy are quite clear in this area. You must accurately report all hours worked without exception. You must report your supervisor’s behavior using one of the many options available to you.

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I’m supposed to check the gauges on a piece of equipment every shift. Yesterday, I forgot. I almost always get the same measurement. Is it acceptable to just fill in yesterday’s reading with today’s data?

Absolutely not. Everything we do is based on honest and accurate measurements and reliable data. Practice integrity and humility by acknowledging that you made a mistake. Mistakes can become particularly serious when employees attempt to cover them up.

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Outside Requests for Information

To ensure proper handling, refer outside inquiries to the appropriate department or personnel.

Refer all inquiries from regulatory agencies to Legal or appropriate resources within the company, such as to human resources or environmental, health and safety professionals.
Refer all inquiries from news or trade media requesting a company response to the Government & Public Affairs office, which will identify an appropriate spokesperson.
Refer all inquiries about current or former employees to your local human resources leader.

FAQs

I received a call from a government agency representative asking questions about the company’s operations and business activities. What should I do?

You should politely inform the representative that it is company policy to cooperate with the government, but that you will need to get back to them. You should immediately contact Legal for guidance.

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