Our Dedication to Our Company

Colonial’s physical assets have been built through many years of hard work and dedication. For this reason, each of us must be responsible for the proper use of Colonial’s assets, protecting them from waste, abuse or loss. This includes avoiding the use of Company assets for personal purposes, where prohibited.

Company assets include facilities, vehicles, tools, materials, supplies, our intellectual property, as well as Colonial’s computer and communications systems, software and hardware.

All employees are expected to work efficiently during working hours and to make the best use of their work time and Company resources.

Just as we protect Colonial funds and equipment, we also need to safeguard our Company’s intellectual property, such as systems, processes and designs. Intellectual property created on the job or with Company resources belongs to Colonial and cannot be used for personal gain. Employees should ensure that the company’s intellectual property is handled in accordance to the confidential information policy. In addition, we should never duplicate others’ copyrighted material, such as software or software-related license agreements, without proper consent.

In the course of our work, many of us have access to confidential information about Colonial, our business partners or other third parties. Each of us must be careful to safeguard our Company’s confidential information, as well as confidential information that is entrusted to us by others.

For more information on proper data handling, please see page 21.

Company communications, documents, and other information may be subject to legal privilege. Both internal and external communications between employees and Colonial’s attorneys (including text messages, e‑mails, facsimiles, etc.) sent for the purposes of seeking and/​or providing legal advice are protected from disclosure to third parties by the attorney-client privilege.

Privileged information also includes information and documents related to Company litigation, as well as information gathered or analyzed at the request of legal counsel. It is important to treat privileged materials carefully to avoid losing the privilege – this includes keeping them confidential by including Colonial attorneys on such communications, and marking them with language acknowledging the privilege (e.g., ​“Confidential & Privileged Attorney-Client Communication”).

Privileged materials should not be shared outside of the Company, and, in some cases, outside of the immediate, necessary Colonial employees, without the approval of a Colonial attorney. If you have any questions regarding whether a communication or document is privileged, how to designate it as privileged, or who it can be communicated with, you should contact the Legal Department.

We must use Colonial technology resources appropriately. This includes Colonial’s email system, the Internet, and Company-issued mobile devices and computers. Electronic messages are permanent and can ultimately affect Colonial’s reputation, and as such we should choose our words thoughtfully when drafting emails.

Communications and other data created on Colonial’s systems — like any other form of business correspondence are not private communications. To make sure that our Company’s information technologies are secure and business-focused, the Company reserves the right to monitor any messages transmitted or stored in its system, including deleted information. If you receive any inappropriate communications on Colonial’s systems, consult with your manager or the Legal Department immediately.

To ensure the protection of our Company’s intellectual property and confidential information, we have an obligation to follow all Colonial policies for properly handling data, both inside and outside the workplace. Some situations need a little extra caution, including:

• Company-related discussions in public settings. Assume someone may be listening, and avoid discussing topics that involve confidential information
• Traveling with company property or information. Make sure to keep your laptop, data storage devices, and briefcase in a secure location at all times
• Social media. Think of the Internet as a public setting – even when posting comments that only your friends will see – and do not mention confidential information

For Colonial to operate efficiently and effectively, authority must be delegated to appropriate managers and employees to conduct business on behalf of Colonial. This authority covers the ability to enter into contracts on behalf of Colonial, to expend Colonial’s resources, and to commit Colonial to financial obligations, among others. It is imperative that all employees only operate within the proper scope of their delegation of authority as outlined in Colonial’s Delegation of Authority policy.

Colonial’s reputation is created by our actions. To uphold our reputation, we must avoid any situations that create a conflict of interest or the appearance of a conflict of interest. Company policy defines a conflict of interest as when an employee is involved in a matter or has a personal interest that interferes with the employee’s objectivity or work performance. Colonial employees must avoid situations and activities in which their own interests actually conflict, or may appear to conflict, with those of the Company.

Participating in a non-business related activity such as a trade association, professional society, charitable institution, or quasi-government organization on a non-compensated basis will generally not be a conflict of interest.

It is also important to note that you may hold a stock interest in a firm whose securities are regularly traded on a recognized stock exchange, even when a firm is in some way competitive with our Company. However, your investment may not be ​“material,” meaning that it may not be of such a size that it could influence yourjudgment on Company matters.

If a conflict of interest does arise, or even a situation that could appear to be a conflict, disclose it immediately to your manager or email to [email protected].

This way, the situation can be properly reviewed and directed to the right channel(s). In addition, employees must disclose any conflicts of interest or potential conflicts of interest annually in conjunction with the Code of Conduct certification. If a conflict of interest or potential conflict of interest arises after submission of the annual Code of Conduct certification, or if circumstances change with respect to previously disclosed conflicts or potential conflicts of interest, employees must immediately disclose such matters to [email protected] or the Compliance & Ethics Manager.

From time to time, we exchange business gifts and entertainment as a way to develop and encourage strong working relationships. However, giving or receiving a gift or offer of entertainment may be inappropriate if it creates a sense of obligation, puts us in a situation where we may appear biased, or is done with the intent to influence a business decision. Colonial employees should not accept or provide gifts or services valued in excess of $150 and entertainment in excess of $500 without pre-approval. We must comply with appropriate reporting requirements for gifts and entertainment, as defined in Colonial’s Conflict of Interest policy.

If you have any doubt as to whether giving or receiving a gift, entertainment, service or other gratuity is permissible, contact [email protected] for guidance.

We each have a responsibility to do our part to assure that not only are Colonial’s financial documents accurate, but also to make sure that all of our business transactions are authorized and legitimate.

If you suspect an accounting mistake, suspicious financial transaction, business irregularity, or suspect incidents of fraud report it immediately. 

In addition, Colonial must do its part to prevent money laundering – the process by which individuals or entities try to conceal illicit funds, or otherwise enter into transactions to make these funds appear legitimate. Report any suspicious financial transactions. We may be able to spot suspicious behavior during the due diligence process for new shippers, intermediaries and business partners.

Managing our business records appropriately allows us to meet our business needs and ensure that we comply with applicable laws and regulations. All employees are expected to follow the established standards reflected in Colonial’s Record Retention Schedules.

Contact

[email protected]
for guidance related to records
management, retention and disposal.

While working on behalf of Colonial, you may become aware of information about a shipper, vendor or other publicly traded company that is not generally known to the public and that information may be important to someone making a decision about whether to buy, sell or hold securities of that company. This type of information is known as material, non-public information, or ​“inside information.”

Buying or selling a company’s securities based on inside information is a criminal offense, which is punishable by fines, penalties or, in some cases, penalties or, in some cases, imprisonment. It could also result in fines or, penalties for Colonial. Insider trading is strictly prohibited by Colonial policy.

You should also be aware that you should never share inside information with someone else, even a family member. If that person makes trades on the basis of the inside information, you could still be punished. This is referred to as ​“tipping.” Even if you did not mean to share the information, but someone else overhears you discussing inside information and trades on that information, you are still responsible for the disclosure. Information stops being inside information when it has been effectively disclosed to the public.

As part of our commitment to doing business the right way, Colonial forbids the offering or acceptance of bribes or kickbacks by its employees, contractors or other representatives. We strive to ensure that the quality of our services and our high ethical standards distinguish Colonial in the marketplace, and we do not tolerate bribery or other unethical payments as a means of winning business.

If you are working with a government official, be especially cautious. The laws governing what we are allowed to give a government official are particularly strict.

It is also important to note that we may not hire a third party to do something that we cannot legally do ourselves. Engaging a third party to make an improper payment so that Colonial is not making the payment directly violates both the law and this Code of Conduct. Anti-corruption laws are complex, so if you have any questions, consult with the Legal Department.