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Policy and Procedures for the Receipt, Retention and Treatment of Complaints and
Employee Concerns Regarding Accounting, Internal 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 or auditing 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,
control or audit practices, 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, internal
controls, or auditing matters, and (2) how employees can submit confidential,
anonymous concerns about questionable accounting or auditing matters. The Audit
Committee will oversee the investigation and resolution of reported complaints
and concerns and have overall authority for the implementation of this policy.
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Scope
These procedures cover complaints or concerns relating to any questionable
accounting, internal control or auditing matter. The following are examples,
but they are not meant to limit the types of issues that could be communicated:
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Any fraud or deliberate error in preparing, evaluating,
reviewing or auditing any financial statement; |
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Any fraud or deliberate error in recording or maintaining
of financial records; |
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Any deficiencies in or lack of compliance with internal
accounting controls; |
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Any misrepresentation or false statement regarding a
matter contained in or affecting any financial record, financial report or
audit report; |
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Any deviation from full and fair reporting of the
Company's financial condition or results. |
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Submission
Employees may 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 Wackenhut, an outside
compliance reporting service.
If an employee submits information through Wackenhut 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, internal
controls or auditing matters may submit a report detailing the complaint in
writing directly to the Audit Committee Chair. Any such report should be
provided in writing and mailed to Tenneco's Corporate Secretary at 500 North
Field Drive, Lake Forest, Illinois 60045.
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Treatment and Reporting
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All reported complaints and concerns
regarding accounting, internal control or audit matters will be forwarded to
all members of the Audit Committee. All such reports also will be forwarded
simultaneously to the General Counsel. Upon receipt, the General Counsel, or
his or her designee, will review the complaint or concern to (1) ensure it was
submitted in good faith by an individual with knowledge of the relevant
accounting, control or auditing practice, and (2) ascertain whether, in his or
her judgment, the report raises a legitimate compliance issue. The General
Counsel or designee also will acknowledge receipt of the complaint or concern
in writing unless it was submitted anonymously. |
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The General Counsel or 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. The General
Counsel will notify the Audit Committee immediately of any particular complaint
or concern that, in his or her judgment, raises a material compliance issue. |
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The Audit Committee will direct and oversee the
investigation and resolution of any accounting, internal control or auditing
issues reported. The Audit Committee may, however, allow the General Counsel to
first attempt to promptly and appropriately investigate on a preliminary basis
and resolve any reported issue in cooperation with Company management, subject
to the General Counsel's periodic reporting obligation to the Audit Committee
described above. Notwithstanding the foregoing, in no event will the General
Counsel (or one of his 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 he (or the applicable designee) was
involved in the matter. |
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If the General Counsel, based on a preliminary
investigation, determines to recommend a formal investigation, he will promptly
notify the Audit Committee or its Chair. The Audit Committee or its Chair will
then determine, in its or his judgment, whether a reasonable basis exists for
commencing a formal investigation into the complaint. If the Audit Committee or
its Chair makes such a determination, then it or he shall instruct the General
Counsel or another person or group chosen for this purpose ("Investigator") to
proceed with a formal investigation. The Investigator shall oversee all such
investigations under the authority of the Audit Committee. The Audit Committee
shall have the authority to retain outside legal or accounting expertise in any
investigation as it deems necessary to conduct the investigation in accordance
with its charter and this policy. |
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The Audit Committee, with the input of the Investigator
and Company management, if requested, will determine any corrective action in
response to a reported complaint or concern, as appropriate. Directors,
officers and employees that 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. |
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Tenneco will not discharge, demote, suspend, threaten,
harass or in any manner discriminate against any employee in the terms or
conditions of employment 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. |
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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. |
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Retention
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The General Counsel, or designee, will retain a copy of
the summary logs, all submitted complaints and concerns and all documents
provided or generated pursuant to any investigation hereunder for a period of
not less than seven years. |
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