Policy and Procedures for the Receipt, Retention and Treatment of Complaints and Employee Concerns Regarding Accounting, Internal Accounting Controls and Auditing Matters
Tenneco is committed to maintaining compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Any Tenneco employee may submit a good faith complaint or concern regarding accounting, internal accounting controls or auditing matters ("Accounting Matters"), including without limitation matters as to financial presentation and communications with internal and external auditors, to Company management without fear of dismissal or retaliation of any kind. Employees, and other individuals with knowledge of Tenneco Accounting Matters are strongly encouraged to report good faith complaints or concerns regarding such matters.
The Tenneco Audit Committee has established the following procedures for (1) receiving, retaining and treating complaints regarding Accounting Matters and (2) how employees can submit confidential, anonymous concerns about questionable Accounting Matters. The Audit Committee will oversee the investigation and resolution of complaints that present material issues and will have overall authority for the implementation of this policy.
These procedures cover complaints or concerns relating to any questionable Accounting Matter. The following are examples, but they are not meant to limit the types of issues that could be communicated:
- Any fraud or deliberate error in preparing, evaluating, reviewing or auditing any financial statement;
- Any fraud or deliberate error in recording or maintaining of financial records;
- Any deficiencies in or lack of compliance with internal accounting controls;
- Any misrepresentation or false statement regarding a matter contained in or affecting any financial record, financial report or audit report;
- Any deviation from full and fair reporting of the Company's financial condition or results.
Employees with concerns regarding Accounting Matters may report their concerns to a manager, to the Human Resources Department, to the Internal Audit Department, to the General Counsel, or to the Chief Compliance Officer. Employees may also forward reports of complaints or concerns, on a confidential, anonymous basis if desired, through an automated telephone hotline or a world wide web-based reporting system. Both the telephone hotline and the web-based reporting system are provided and administered by Ethics Point, an outside compliance reporting service.
If an employee submits information through Ethics Point on a confidential, anonymous basis, in general the Company will not attempt to discover the employee's identity except if required under applicable law or stock exchange rules.
Any non-employee with a complaint about the Company's Accounting Matters may submit a report detailing the complaint in writing to the Audit Committee Chair. Any such report should be provided in writing and mailed to Tenneco's Chief Compliance Officer at 500 North Field Drive, Lake Forest, Illinois 60045.
Treatment and Reporting
- The Chief Compliance Officer, or his or her designee, will review all reported complaints concerning Accounting Matters ("Reports") to (1) determine if the Report was submitted in good faith by an individual with knowledge of the relevant accounting, internal accounting control or auditing practice, and (2) ascertain whether, in his or her judgment, the Report raises a legitimate compliance issue with regard to an Accounting Matter.
- The Chief Compliance Officer or designee will acknowledge receipt of all Reports using the EthicsPoint notification interface.
- The Chief Compliance Officer will notify the Audit Committee immediately of any particular complaint or concern that, in his or her judgement, raises a material issue. The Audit committee will oversee the investigation and resolution of any Reports that present a material issue.
- The Chief Compliance Officer, the General Counsel, or the Executive Director of Internal Audit will act as the Investigator on behalf of the Audit Committee, and will investigate and resolve any reported issue in cooperation with company management. The Audit Committee also has the authority to retain outside legal, accounting, or other expertise in any investigation as it deems necessary to conduct the investigation in accordance with its charter and this policy.
- Notwithstanding the foregoing, in no event will the Chief Compliance Officer, the General Counsel or the Executive Director of Internal Audit (or one of his/her designees) be involved in any aspect of the investigation and resolution of any accounting, internal control or auditing issues reported if the Report alleges that s/he (or the applicable designee) was involved in the matter.
- The Audit Committee, with the input of the Investigator and Company management, if requested, may implement prompt corrective action in response to a reported complaint or concern, as appropriate. Directors, officers and employees who are found to have violated any laws, governmental regulations or Company policies will face appropriate, case specific disciplinary action, which may include demotion or discharge.
- The Chief Compliance Officer, or his or her designee, will maintain a log of all reported complaints and concerns, tracking receipt, investigation and resolution, and shall prepare a periodic summary report thereof (which will be made on at least a quarterly basis) for the Audit Committee.
- Tenneco and the Audit Committee will protect, to the fullest extent possible, the confidentiality and anonymity of any employee submitting a complaint or concern regarding any of the foregoing matters, and of any employee involved in an investigation of a complaint or concern of this nature, subject to applicable law and stock exchange rules.
The Chief Compliance Officer, or designee, will retain a copy of the summary logs, all submitted complaints and concerns and all substantive documents provided or generated pursuant to any investigation hereunder for a period of not less than seven years.
Data Protection (European Union)
Without prejudice to any other effective data protection notice, clause and/or policy within Tenneco, the recipients of this policy are informed that the implementation thereof generates, potentially, personal data processing subject to the relevant data protection legislation. Personal data collected and/or processed in this frame will be used for the exclusive purpose of the implementation of this policy. As the case may arise, personal data will be transferred out of the European Economic Area. Recipients of this policy are entitled to exercise their right of access and/or rectification, if any, with respect to such data to the extent provided by any applicable law. The data will not be used for direct marketing purposes. Anyone filing any report and/or complaint with respect to this policy consent to the here above described processing and transfer of personal data.
No Negative Treatment For Good Faith Complaint
Tenneco will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee based upon any lawful actions of such employee with respect to good faith reporting of these complaints or concerns, or based upon any information or assistance the employee provides in good faith during an investigation of a complaint or concern of this nature.
Employees are informed that the knowing and intentional filing of false complaints is a violation of Tenneco's Code of Conduct. The knowing and intentional filing of a false accusation could result in civl and/or criminal complaint or suit and adverse employment action, up to and including termination.