Code Badge

INTEGRITY IN THE WORKPLACE

"Every decision we make must reflect our commitment to doing the right thing, every time."

Matt Garland,
EVP, Operations
Matt Garland

Business Conduct & Ethics

Why It's Important

The Code of Conduct is designed to support you in your day-to-day decision-making. The Code clarifies what we consider appropriate and inappropriate behavior. But remember, the Code of Conduct cannot anticipate every circumstance. Situations may arise in which the right course of action isn't completely clear. In those situations, review the principles in the Code, think about how they apply to the situation, and speak to your supervisor or reach out to Compliance to determine the appropriate course of action.

Decision Making Framework

Reflecting on Compliance: Key Steps

Because it is not possible to anticipate every situation that may arise, it is important to know a process to help identify and escalate questions or problems. Below are steps to keep in mind:

Step 1
Make sure you have all the facts. In order to reach the right solutions, we must be as informed as possible.
Step 2
Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is.
Step 3
Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
Step 4
Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and they will appreciate being consulted as part of the decision-making process.
Step 5
Seek help from internal resources. In rare cases where it would be inappropriate or uncomfortable to discuss an issue with your supervisor, or where you believe your supervisor has given you an inappropriate answer, discuss it with the BNSF Compliance team, your legal department, or your human resources manager.
Step 6
You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the BNSF's legal obligations. BNSF prohibits retaliation of any kind against those who report ethical violations in good faith.
Step 7
Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

Building a Culture of Inclusion and Belonging

Our goal is to facilitate equal access to tools, resources, training, and development opportunities and to encourage a culture where everyone is treated with dignity and respect.

As members of the BNSF community, our employees are entitled to:

  • be treated with dignity and respect,
  • have equal access to tools, resources, training, and development opportunities, and
  • have equal opportunity to achieve their full potential.
Building a Culture of Inclusion and Belonging
The BNSF Way
The BNSF Way

We believe that creating a culture of belonging and an inclusive workplace leads to a safer, more engaged, and highly productive workforce where every employee feels empowered to succeed.

Equal Employment Opportunity
Equal Employment Opportunity

We are committed to creating an environment of equal employment opportunities available without regard to any protected status prohibited by law. We provide equal employment opportunities in all aspects of employment, including but not limited to recruiting, hiring, discipline, and benefits.

Conflicts of Interest, Actual & Apparent

Why It's Important

As a BNSF employee, you must avoid both actual and apparent conflicts of interest. The difference between an actual and an apparent conflict of interest can be subtle.

An actual conflict of interest exists when you are involved or invested in outside interests or activities that actually interfere with your judgment, duties, or responsibilities at BNSF.

An apparent conflict of interest exists when you are involved or invested in outside interests or activities that can appear to interfere with your judgment, duties or responsibilities at BNSF.

Why It's Important

INTEGRITY CHECK:

Confide or Let it Slide?

After an open bid for cleanup services, you learn from a colleague on the selection committee that a family member of theirs is a senior manager at the firm that ended up winning the contract. The colleague shares that they didn’t disclose the relation to the Strategic Sourcing team or in their annual disclosures. The vendor has a credible reputation, and the contract has already been executed. Should you disclose this information to your supervisor and/or BNSF Compliance?

Why It's Important
The BNSF Way
The Right Track

Yes, the information should be reported. The colleague has a duty to disclose any potential conflict of interest that could bias the bidding process. The vendor might have received preferential treatment or insider knowledge that could compromise the integrity of the procurement process and harm the company’s reputation. BNSF requires employees to disclose all family relationships with BNSF vendors, suppliers, contractors, and/or consultants. Remember – any action that could be, or appears to be, a conflict of interest should be avoided.

Recognize and Disclose Conflicts
Key Guiderails
Your Reporting Options

Violations of the Code of Conduct may be reported to one of the following:

  • Your Supervisor
  • A Human Resources Representative
  • The Vice President Compliance and Audit: 817-352-2352
  • The BNSF Hotline: 800-533-BNSF
  • The Berkshire-Hathaway Hotline:
    www.brk-hotline.com

Integrity Begins with Disclosure

Every year, salaried employees are required to identify and disclose potential conflicts of interest. Categories of potential conflicts include secondary employment, family relationships, vendor relationships, and board memberships. Employees are encouraged to take the time to carefully review and complete their Conflicts of Interest Disclosures to ensure transparency. Disclosures can be updated at any time throughout the year as circumstances change – keeping them current is part of your responsibility.

Conflicts of interest are determined at the company’s discretion and can include actions that can be perceived by others as a conflict, even if unintentional. It’s always a good idea to consider how your actions could be viewed by others. Remember, when in doubt, disclose.

INTEGRITY CHECK:

Can Rules Bend for Family or a Friend?

Imagine you are a leader in a department, and one of your children is applying for a position in a different department. They may not meet all the basic qualifications for the job, but you believe they would be a good fit anyway. Would it be appropriate for you to contact a known stakeholder in Human Resources and put in a good word or get in touch with the hiring manager to get information about other applicants?

Why It's Important
The BNSF Way
The Right Track

You should not contact anyone involved in the hiring process, regardless of your relative’s or friend’s qualifications. Attempting to unfairly influence a hiring decision in favor of a relative or friend is a conflict of interest and against BNSF Policy. You could refer your child through BNSF’s formal internal referral program open to all employees equally.

Recognize and Disclose Conflicts
Key Guiderails
Recognize and Disclose Conflicts

It’s important that you:

  • Recognize situations that may lead to a conflict of interest.
  • Disclose any potential conflict of interest immediately to Compliance.

If you are ever unsure as to whether a situation may lead to a conflict of interest, follow safeguards provided by Compliance.

Examples of Apparent or Actual Conflicts

Examples of Apparent or Actual Conflicts

Examples of both types of conflicts of interest might include:

  • Pursuing opportunities for yourself that you discover using BNSF property, information, or your position within the company.
  • Using BNSF property, information, or your position for personal gain or in competition with BNSF.
  • Conducting BNSF business with close friends or relatives.
  • Using BNSF resources to develop a personal invention or claiming ownership of an idea using company time and tools.
  • Engaging in non-BNSF business with a BNSF vendor or customer.
  • Directly or indirectly receiving personal benefits, including personal loans or guarantees of obligations, for yourself or your family members as a result of your position with BNSF.
  • Having paid employment outside BNSF that conflicts with your role and duties for BNSF.
  • Serving on the board of directors of any for-profit entity or partnership that is not owned or controlled by BNSF, without prior approval from the President and Chief Executive Officer.*

Conflicts of interest can be nuanced and should be considered carefully. Openness protects everyone. It’s a good idea to consider how your actions could be viewed by others and to seek guidance when in doubt.

* You may serve on the board of directors or as an officer of a not-for-profit association, such as a charitable, educational, social or civic organization; however, you must notify your supervisor and report this service in your Code of Conduct certification.

Gifts & Entertainment

Why It's Important

Gifts and entertainment are often a part of business relationships and can be a customary part of doing business with integrity. However, to stay true to our Vision & Values, to avoid any appearance of inappropriate behavior and to comply with legal regulations concerning bribery and corruption, BNSF employees must be intentional about the gifts and entertainment that we give and receive.

Wrongdoing in this area can damage BNSF's reputation and could even result in criminal sanctions in some circumstances. It's also not who BNSF is as a Company. It is imperative that employees are familiar with the Gifts & Entertainment Policy and conduct themselves in accordance with it. If you have more questions, find out who to contact here.

Gifts & Entertainment

INTEGRITY CHECK:

Be Unpleasant or Take the Present?

Imagine one of the vendors you use has sent you an expensive gift, like a case of high-priced wine, or something that costs more than $100.00. Should you accept the gift?

Why It's Important
The BNSF Way
The Right Track

You should not accept the gift unless you have received approval from a General Director or above. You could thank the vendor for the offer and express that you’re unable to accept the gift in accordance with company policy.

Recognize and Disclose Conflicts
Key Guiderails
Gift Considerations

Before accepting a gift, consider:

  • Would accepting it potentially reflect poorly on BNSF or cause other vendors or your colleagues to question your objectivity?
  • Is it allowed under our Gifts and Entertainment Policy?
  • Is BNSF currently in strategic negotiations with the vendor? Check with Sourcing.
  • Are you sure the gift is legal both in your country and in the country of the other party?
  • Is the vendor's intent to only build business relations, or is it to influence your objectivity? If in doubt, you should discuss with your supervisor.

Keep reading to learn more about gifts and entertainment at BNSF.

Paid Travel Costs
Paid Travel Costs

Costs paid for travel lasting more than one day require the approval of a General Director or above. Travel to a supplier’s manufacturing location may be permissible as long as BNSF is not in active contract negotiations with the supplier. However, if the supplier’s offer extends beyond usual and appropriate travel expenses, it should be discussed with appropriate leadership and Compliance, who can help determine whether the supplier can pay only necessary travel expenses or the best path forward.

Impermissible Gifts
Impermissible Gifts

Never accept gifts or entertainment that may influence or appear to influence your ability to perform your duties and exercise judgment in a fair and unbiased manner. Some types of gifts or entertainment are never permissible:

  • Gifts that are illegal or could result in a violation of applicable law or damage BNSF's reputation
  • A gift of cash or cash equivalent
  • Gifts or entertainment that are immoral or sexually oriented
  • Gifts or entertainment, other than a meal incidental to negotiations, from a vendor that is actively engaged in the bid process or negotiating a contract with BNSF
  • Gifts given or received in exchange for a personal or business benefit
  • Gifts or entertainment that total $100 or more from a single vendor in a calendar year or are excessive in value under the circumstances (unless approved by a General Director or above)
Personal Expenses
Personal Expenses

It is inappropriate to charge a personal expense to the company. Even if you discuss work over lunch, you are not allowed to charge the meal to the company, unless it is a legitimate business meeting or you are traveling on company business. As stewards of BNSF’s resources, we are expected to limit business expenses to only those that are reasonable and appropriate. For example, if planning a team-building event, be sure the event costs a reasonable amount, and the location is consistent with our Vision & Values.

For additional information, see the Purchasing and Payment Method Policy, the Travel and Entertainment Expense Policy and the Gifts and Entertainment Policy.

INTEGRITY CHECK:

Personal Ties; Professional Lines

You overhear an employee share their plans of a weekend trip with a personal friend who also happens to be a vendor currently doing business with the company. What do you do?

Why It's Important
The BNSF Way
The Right Track

The situation should be reported to BNSF Compliance. Even if the trip is personal and not company-sponsored, the relationship creates the appearance of favoritism or an unfair business advantage. This could undermine trust in the vendor selection process and raises concern about the employee’s objectivity in business decisions.

Recognize and Disclose Conflicts
Key Guiderails

Maintain clear professional boundaries with vendors. If a personal relationship exists, disclose it to Compliance or your manager to avoid any perception of impropriety or bias.

DID YOU KNOW?

As people leaders, supervisors are accountable for more than just approvals; they are a key line of defense in upholding our expense policy. Supervisors must verify that personal expenses align with BNSF’s corporate policy and understand the conditions under which expenses are allowed. To support a culture of integrity and accountability, supervisors should ask questions when clarification is needed.

Approved Purchasing and Payment Methods

Approved Purchasing and Payment Methods

Purchases of materials and services must be made either in accordance with the processes set forth on the Purchasing and Payment Portal or with the assistance and approval of Strategic Sourcing. Exceptions include emergency purchases, materials, and services that are labeled as "Exceptions" on the Purchasing and Payment Portal. Consult the Purchasing and Payment Method Policy for further guidance.

Purchasing

FOR MORE INFORMATION ON ACTING WITH INTEGRITY IN THE WORKPLACE

If you have questions, you can find out who you need to contact here.

Relevant Policies

Gifts and Entertainment Policy Environmental, Health & Safety Policy Use of Alcohol and Drugs Policy Violence in the Workplace Policy Purchasing and Payment Method Policy Travel and Entertainment Expense Policy