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.
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:
- 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 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 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, 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.
Treatment and Reporting
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 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.
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’s 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.
False complaint or report
Employees are informed that false and/or unsubstantiated complaint and/or report may result in civil and/or criminal complaint or suit, this without prejudice to the measures that Tenneco could take in case of knowingly and/or recklessly false and/or unsubstantiated complaint and/or report.