Code of Conduct - Alabama

CODE OF CONDUCT -- ALABAMA

Company Name: [________________________________]
Policy Number: [____]-COC-AL
Effective Date: [__/__/____]
Last Revised: [__/__/____]
Policy Owner: [________________________________] (Chief Compliance Officer / General Counsel)
Approved By: [________________________________] (Board of Directors / Chief Executive Officer)

TABLE OF CONTENTS

1. Message from Leadership
2. Purpose and Applicability
3. Foundational Legal Framework
4. Core Standards of Ethical Conduct
5. Compliance with Laws and Regulations
6. Conflicts of Interest and Outside Activities
7. Gifts, Entertainment, and Anti-Corruption
8. Books, Records, and Financial Integrity
9. Confidential Information and Intellectual Property
10. Data Privacy and Information Security
11. Workplace Conduct and Equal Employment Opportunity
12. Health, Safety, and Environment
13. Company Assets and Resources
14. Fair Competition and Antitrust
15. Government Relations and Political Activities
16. Third-Party and Vendor Conduct
17. Alabama-Specific Legal Requirements
18. Reporting Concerns and Non-Retaliation
19. Investigations and Disciplinary Action
20. Training and Acknowledgment
21. Governance, Waivers, and Amendments
22. Employee Acknowledgment Form
23. Sources and References

1. MESSAGE FROM LEADERSHIP

To All Employees, Officers, Directors, and Business Partners:

Our Company is built on a foundation of integrity, accountability, and respect for the law. This Code of Conduct ("Code") reflects our commitment to conducting business ethically and in full compliance with applicable federal, state, and local laws, including the laws of the State of Alabama.

Every person who represents our Company -- whether as an employee, officer, director, contractor, or agent -- is expected to uphold the standards set forth in this Code. Ethical conduct is not optional; it is a core business requirement.

We encourage you to read this Code carefully, complete the required training, and raise any questions or concerns through the reporting channels described in Section 18. We are committed to maintaining an environment where doing the right thing is supported, and retaliation against those who report concerns in good faith is never tolerated.

[________________________________]
Chief Executive Officer
[__/__/____]

2. PURPOSE AND APPLICABILITY

2.1 Purpose

This Code establishes the minimum standards of ethical conduct and legal compliance expected of all individuals acting on behalf of [________________________________] ("Company"). It is designed to:

• Promote honest and ethical conduct, including the ethical handling of conflicts of interest
• Promote full, fair, accurate, timely, and understandable disclosure
• Promote compliance with applicable governmental laws, rules, and regulations
• Deter wrongdoing
• Provide mechanisms for prompt internal reporting of Code violations
• Satisfy the requirements of the U.S. Sentencing Guidelines Section 8B2.1 for an effective compliance and ethics program

2.2 Applicability

This Code applies to:

☐ All employees (full-time, part-time, and temporary)
☐ All officers and directors of the Company
☐ All contractors, consultants, and agents acting on behalf of the Company
☐ All controlled subsidiaries and affiliates
☐ Joint venture partners where the Company exercises management control

2.3 Relationship to Other Policies

This Code is supplemented by detailed policies on specific topics (e.g., anti-corruption, data privacy, information security, human resources). In the event of a conflict, the more restrictive standard applies. Where Alabama law imposes requirements beyond federal law, the Alabama-specific requirements control for Alabama operations.

3. FOUNDATIONAL LEGAL FRAMEWORK

3.1 Federal Requirements

• U.S. Sentencing Guidelines 8B2.1: An effective compliance and ethics program must include: (1) standards and procedures to prevent and detect criminal conduct; (2) oversight by high-level personnel and a designated compliance officer; (3) due diligence in delegation of authority; (4) effective communication and training; (5) monitoring, auditing, and evaluation; (6) incentives for compliance and consistent enforcement; (7) periodic risk assessments and program modifications.
• DOJ Evaluation of Corporate Compliance Programs: Prosecutors evaluate whether programs are well-designed, adequately resourced, and work in practice. Updated September 2024 to include guidance on AI governance and data analytics.
• Sarbanes-Oxley Act: Section 302 (CEO/CFO certifications); Section 404 (internal controls); Section 301 (audit committee independence and whistleblower procedures); Section 806 (whistleblower protections).

3.2 Alabama State Requirements

• Alabama Deceptive Trade Practices Act (Ala. Code 8-19-1 et seq.): Prohibits unconscionable, false, misleading, or deceptive acts or practices in trade or commerce. AG enforcement and private right of action.
• Alabama Data Breach Notification Act (Ala. Code 8-38-1 et seq.): Requires notification to affected individuals within 45 days of breach determination. AG notification required if 1,000+ individuals are affected. Must implement and maintain reasonable security measures.
• Alabama Age Discrimination Act (Ala. Code 25-1-20 et seq.): Prohibits employment discrimination based on age (40 and older) for employers with 20 or more employees.
• Alabama does not have a comprehensive state civil rights statute equivalent to Title VII. Federal anti-discrimination laws (Title VII, ADA, ADEA, GINA) serve as the primary protections. Alabama common law provides additional protections in limited areas.

4. CORE STANDARDS OF ETHICAL CONDUCT

All Company personnel shall:

☐ Act lawfully, honestly, and in the best interest of the Company
☐ Exercise sound judgment and avoid conduct that could harm the Company's reputation
☐ Treat customers, colleagues, vendors, regulators, and competitors with fairness and respect
☐ Never engage in fraud, bribery, kickbacks, embezzlement, or other corrupt practices
☐ Maintain the accuracy and integrity of all Company books, records, and financial reports
☐ Protect confidential and proprietary information from unauthorized disclosure
☐ Raise concerns and report suspected violations promptly through designated channels
☐ Cooperate fully and honestly with internal and external investigations
☐ Complete all required compliance training on time

5. COMPLIANCE WITH LAWS AND REGULATIONS

The Company is committed to full compliance with all applicable laws and regulations. Company personnel must:

☐ Understand and comply with the laws, regulations, and industry standards applicable to their role
☐ Seek guidance from the Compliance Department or Legal Department when uncertain about legal requirements
☐ Never knowingly violate any law, regulation, or Company policy
☐ Promptly report any known or suspected violations to the appropriate reporting channel

6. CONFLICTS OF INTEREST AND OUTSIDE ACTIVITIES

6.1 Identifying Conflicts

A conflict of interest arises when an individual's personal interests interfere, or appear to interfere, with the Company's interests. Common conflicts include:

☐ Outside employment or board service with a competitor, customer, or vendor
☐ Financial interest in a competitor, customer, or vendor (beyond nominal publicly traded holdings)
☐ Family or personal relationships with employees of competitors, customers, or vendors that could influence business decisions
☐ Use of Company resources, information, or position for personal gain
☐ Corporate opportunities that belong to the Company being diverted for personal benefit

6.2 Disclosure and Approval

☐ All actual or potential conflicts must be disclosed in writing to the employee's supervisor and the Compliance Officer
☐ The Compliance Officer will evaluate the conflict and determine appropriate mitigation measures
☐ Undisclosed conflicts may result in disciplinary action up to and including termination

7. GIFTS, ENTERTAINMENT, AND ANTI-CORRUPTION

7.1 General Standards

☐ Gifts and entertainment must be modest, infrequent, and related to a legitimate business purpose
☐ No gifts or entertainment may be offered or accepted with the intent to influence a business decision or government action
☐ Cash and cash equivalents are always prohibited
☐ All gifts and entertainment above $50 in value must be documented in the Gift Log

7.2 Government Officials

☐ Gifts to government officials require pre-approval from the Chief Compliance Officer
☐ Comply with all federal bribery statutes (18 U.S.C. 201) and the Foreign Corrupt Practices Act (15 U.S.C. 78dd-1 et seq.)
☐ Alabama state bribery laws (Ala. Code 13A-10-60 through 13A-10-62) impose criminal penalties for offering bribes to public officials

7.3 Anti-Kickback

☐ No employee shall offer, pay, solicit, or receive any kickback, bribe, or other improper payment in connection with any business transaction
☐ Compliance with the Anti-Kickback Statute (42 U.S.C. 1320a-7b) is mandatory for healthcare-related operations

8. BOOKS, RECORDS, AND FINANCIAL INTEGRITY

☐ All Company transactions must be recorded accurately, completely, and in a timely manner
☐ No undisclosed or unrecorded funds, accounts, or assets may be established or maintained
☐ All entries in financial records must reflect the true nature of the underlying transaction
☐ Employees must never falsify any record, report, or document
☐ Cooperation with internal and external auditors is mandatory
☐ Compliance with SOX Section 302 and 404 requirements (for public companies) is mandatory

9. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

☐ Protect all confidential and proprietary information from unauthorized access, use, or disclosure
☐ Do not disclose confidential information to anyone outside the Company without proper authorization
☐ Respect the intellectual property rights of others; do not use pirated software or infringe copyrights, trademarks, or patents
☐ Return all Company information and materials upon termination of employment
☐ Non-disclosure obligations survive the termination of employment

10. DATA PRIVACY AND INFORMATION SECURITY

10.1 General Requirements

☐ Collect, use, and disclose personal data only as authorized by applicable privacy notices, consents, and law
☐ Maintain appropriate administrative, technical, and physical safeguards for personal information
☐ Limit access to personal data to those with a legitimate business need
☐ Report any suspected data breach or security incident immediately to the Information Security team and Compliance Officer

10.2 Alabama-Specific Requirements

• Alabama Data Breach Notification Act (Ala. Code 8-38-1 et seq.):
• Covered entities must implement and maintain reasonable security measures to protect sensitive personally identifying information (PII)
• Notification to affected Alabama residents within 45 days of breach determination
• AG notification required if 1,000+ individuals affected
• Notification must include: nature of breach, type of information, remedial measures, contact information, and advice regarding identity theft protection
• Good-faith investigation exception: notification not required if investigation determines breach is unlikely to cause substantial harm (must document in writing and retain for 5 years)
• Penalties: up to $5,000 per day for failure to notify; AG enforcement

11. WORKPLACE CONDUCT AND EQUAL EMPLOYMENT OPPORTUNITY

11.1 Equal Employment Opportunity

The Company is an equal opportunity employer. All employment decisions are based on merit, qualifications, and business needs. Discrimination, harassment, and retaliation based on any protected characteristic are strictly prohibited.

Protected characteristics under federal law: race, color, religion, sex (including pregnancy, sexual orientation, gender identity), national origin, age (40+), disability, genetic information, veteran status, and other legally protected characteristics.

11.2 Harassment Prevention

☐ The Company prohibits all forms of harassment, including sexual harassment, hostile work environment, and quid pro quo harassment
☐ All employees must treat colleagues with dignity and respect
☐ Any employee who experiences or witnesses harassment must report it immediately

11.3 Alabama-Specific Employment Considerations

• Federal Law as Primary Framework: Alabama does not have a comprehensive state civil rights agency or a state-level equivalent to the EEOC. Federal anti-discrimination statutes (Title VII, ADA, ADEA, GINA) provide the primary protections. Claims are filed with the EEOC.
• Alabama Age Discrimination Act (Ala. Code 25-1-20 et seq.): Provides state-level protections for workers age 40 and older at employers with 20+ employees.
• Alabama common law: Recognizes certain additional claims (e.g., wrongful termination in violation of public policy under limited circumstances, per Harrell v. Reynolds Metals Co. doctrine).
• At-Will Employment: Alabama is an at-will employment state. Employment may be terminated by either party at any time, for any lawful reason, absent a contract or statutory exception.

12. HEALTH, SAFETY, AND ENVIRONMENT

☐ Follow all applicable safety protocols, procedures, and regulations
☐ Report workplace hazards, injuries, and unsafe conditions promptly
☐ Do not work under the influence of alcohol, illegal drugs, or any substance that impairs the ability to perform duties safely
☐ Comply with environmental laws and regulations applicable to Company operations
☐ Federal OSHA (29 U.S.C. 651 et seq.) applies in Alabama; the state does not operate its own OSHA plan

13. COMPANY ASSETS AND RESOURCES

☐ Use Company assets, systems, and funds only for authorized business purposes
☐ Protect Company property from loss, theft, damage, and unauthorized use
☐ Limited personal use of Company technology resources is permitted where consistent with Company policy, but employees have no expectation of privacy in Company systems
☐ Comply with all software licensing agreements and copyright restrictions
☐ Report any loss, theft, or unauthorized use of Company assets immediately

14. FAIR COMPETITION AND ANTITRUST

☐ Compete vigorously but fairly in all markets
☐ Never engage in price-fixing, bid-rigging, market allocation, or other anticompetitive agreements with competitors
☐ Do not exchange competitively sensitive information (pricing, capacity, market strategy) with competitors
☐ Comply with the Sherman Act (15 U.S.C. 1-7), Clayton Act (15 U.S.C. 12-27), and FTC Act (15 U.S.C. 41-58)
☐ The Alabama Deceptive Trade Practices Act (Ala. Code 8-19-5) prohibits various unfair competitive practices

15. GOVERNMENT RELATIONS AND POLITICAL ACTIVITIES

☐ All lobbying and government relations activities must be conducted by authorized personnel and comply with applicable registration and disclosure requirements
☐ Personal political activities must not be conducted on Company time or using Company resources
☐ The Company will not reimburse employees for personal political contributions
☐ No Company political contributions without General Counsel and Board approval

16. THIRD-PARTY AND VENDOR CONDUCT

☐ Third parties acting on behalf of the Company are expected to adhere to standards consistent with this Code
☐ Due diligence must be conducted on third parties before engagement, particularly those interacting with government officials or handling sensitive data
☐ Contracts with vendors must include compliance obligations and audit rights where appropriate
☐ Report any suspected third-party violations to the Compliance Officer

17. ALABAMA-SPECIFIC LEGAL REQUIREMENTS

17.1 Alabama Deceptive Trade Practices Act (Ala. Code 8-19-1 et seq.)

• Prohibits unconscionable, false, misleading, or deceptive acts or practices in trade or commerce
• Covers a broad range of conduct including misrepresentation, bait-and-switch tactics, and failure to disclose material information
• AG enforcement with civil penalties; private right of action for actual damages
• Company marketing, sales, and customer-facing personnel must ensure all representations are truthful and substantiated

17.2 Alabama Data Breach Notification (Ala. Code 8-38-1 et seq.)

• See Section 10.2 above for detailed requirements
• 45-day notification timeline
• AG notification if 1,000+ affected
• Reasonable security measures required
• Good-faith investigation exception (documented; retained 5 years)

17.3 Alabama Immigration Law

• The Beason-Hammon Alabama Taxpayer and Citizen Protection Act (Ala. Code 31-13-1 et seq.) imposed various immigration-related requirements, though significant portions were enjoined. Consult Legal for current status.
• E-Verify requirements may apply to certain employers and government contractors

17.4 Alabama Ethics Law

• The Alabama Ethics Act (Ala. Code 36-25-1 et seq.) governs the conduct of public officials and employees
• Company personnel interacting with Alabama state or local officials must comply with gift restrictions and reporting requirements under the Ethics Act
• The Alabama Ethics Commission provides advisory opinions and enforcement

17.5 Alabama Workers' Compensation

• Alabama Workers' Compensation Act (Ala. Code 25-5-1 et seq.) requires employers with five or more employees to carry workers' compensation insurance or qualify as self-insured
• Report all workplace injuries promptly

18. REPORTING CONCERNS AND NON-RETALIATION

18.1 Reporting Channels

Company personnel who become aware of actual or suspected violations of this Code, Company policies, or applicable law must report through one or more of the following channels:

☐ Direct supervisor or manager
☐ Human Resources Department: [________________________________]
☐ Chief Compliance Officer: [________________________________]
☐ General Counsel: [________________________________]
☐ Anonymous Ethics Hotline (24/7): [________________________________]
☐ Ethics Email: [________________________________]
☐ Written Report: [________________________________]

18.2 Anonymous Reporting

The Company provides mechanisms for anonymous reporting where permitted by law. Reports may be made through the Ethics Hotline without providing the reporter's identity.

18.3 Non-Retaliation Policy

The Company strictly prohibits retaliation against any person who, in good faith:

☐ Reports a known or suspected violation of this Code, Company policy, or law
☐ Participates in or cooperates with an internal or external investigation
☐ Refuses to engage in conduct that violates the law

Retaliation includes termination, demotion, suspension, harassment, threats, reduction in compensation or hours, or any other adverse action taken because of a good-faith report. Individuals who engage in retaliation will be subject to disciplinary action up to and including termination.

Federal protections: Sarbanes-Oxley Section 806 (public company whistleblower protection); Dodd-Frank Act Section 922.

Note on Alabama law: Alabama does not have a comprehensive private-sector whistleblower protection statute. The Alabama Whistleblower Act (Ala. Code 36-26A-1 et seq.) primarily covers state employees. Federal whistleblower protections provide the primary safeguards for private-sector employees.

19. INVESTIGATIONS AND DISCIPLINARY ACTION

19.1 Investigations

☐ All reports of potential violations will be reviewed and, where warranted, investigated promptly, thoroughly, and fairly
☐ Investigations will be conducted confidentially to the extent practicable
☐ All employees must cooperate fully with investigations; failure to cooperate, obstruction, or provision of false information is itself a violation of this Code

19.2 Disciplinary Action

Violations of this Code may result in disciplinary action, including:

☐ Verbal or written warning
☐ Mandatory remedial training
☐ Performance improvement plan
☐ Reduction or forfeiture of bonus or incentive compensation
☐ Demotion or reassignment
☐ Suspension (with or without pay)
☐ Termination of employment or engagement
☐ Referral to law enforcement authorities

Disciplinary measures will be applied consistently and proportionately, taking into account the nature and severity of the violation, whether the violation was intentional or negligent, the individual's cooperation, and any prior violations.

20. TRAINING AND ACKNOWLEDGMENT

20.1 Training Requirements

☐ All new employees must complete Code of Conduct training within 30 days of hire
☐ Annual refresher training is required for all employees
☐ Role-based enhanced training is required for employees in higher-risk functions (e.g., finance, procurement, government relations, sales, data handling)
☐ Training records must be maintained by the Compliance Department for at least five (5) years
☐ Managers and supervisors must receive additional training on their obligation to foster an ethical culture and address reported concerns

20.2 Annual Acknowledgment

All employees, officers, and directors must annually acknowledge in writing that they have:

☐ Received and read the Code of Conduct
☐ Understand their obligations under the Code
☐ Disclosed any actual or potential conflicts of interest
☐ Reported any known or suspected violations
☐ Agreed to comply with the Code

21. GOVERNANCE, WAIVERS, AND AMENDMENTS

21.1 Ownership and Review

• Policy Owner: Chief Compliance Officer (or General Counsel)
• Review Frequency: Annually, or upon material changes in applicable law or business operations
• Approval Authority: Board of Directors (or designated committee)

21.2 Waivers

• Waivers for executive officers or directors require approval by the Board of Directors (or Audit/Ethics Committee) and, for public companies, must be disclosed as required by SEC rules or stock exchange listing standards
• Waivers for other employees require written approval from the Chief Compliance Officer and General Counsel
• All waivers must be documented and maintained by the Compliance Department

21.3 Amendments

The Company reserves the right to amend, modify, or replace this Code at any time. Material amendments affecting executive officers or directors will be disclosed as required by applicable law and listing standards.

22. EMPLOYEE ACKNOWLEDGMENT FORM

I, the undersigned, acknowledge that I have received, read, and understand the Code of Conduct of [________________________________]. I agree to comply with the standards and requirements set forth in the Code and to report any known or suspected violations through the designated reporting channels.

I understand that the Code does not create an employment contract and that my employment remains at-will (unless I have a separate written employment agreement providing otherwise).

Employee Name (Print): [________________________________]
Employee Signature: [________________________________]
Title / Department: [________________________________]
Location: [________________________________]
Date: [__/__/____]

Conflict of Interest Disclosure:
☐ I have no actual or potential conflicts of interest to disclose at this time.
☐ I wish to disclose the following actual or potential conflict(s) of interest:
[________________________________]
[________________________________]

23. SOURCES AND REFERENCES

• U.S. Sentencing Guidelines 8B2.1 -- https://guidelines.ussc.gov/
• DOJ Evaluation of Corporate Compliance Programs (Sept. 2024) -- https://www.justice.gov/criminal/criminal-fraud/page/file/937501
• Sarbanes-Oxley Act of 2002 (15 U.S.C. 7201 et seq.)
• Alabama Deceptive Trade Practices Act (Ala. Code 8-19-1 et seq.)
• Alabama Data Breach Notification Act (Ala. Code 8-38-1 et seq.)
• Alabama Ethics Act (Ala. Code 36-25-1 et seq.)
• Alabama Age Discrimination Act (Ala. Code 25-1-20 et seq.)
• Alabama Workers' Compensation Act (Ala. Code 25-5-1 et seq.)
• Title VII of the Civil Rights Act (42 U.S.C. 2000e)
• Americans with Disabilities Act (42 U.S.C. 12101 et seq.)
• Age Discrimination in Employment Act (29 U.S.C. 621 et seq.)
• Foreign Corrupt Practices Act (15 U.S.C. 78dd-1 et seq.)
• Anti-Kickback Statute (42 U.S.C. 1320a-7b)
• Alabama Attorney General -- https://www.alabamaag.gov/

This document is a template provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Alabama before implementation.