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Arkansas Best Corporation
CODE OF CONDUCT
CODE OF CONDUCT
Arkansas Best Corporation’s general principles of business conduct and ethics are set out
in this document. It does not cover every issue that may arise, but it sets out basic
principles in a wide range of business practices and procedures to guide the Board of Directors
and all employees of Arkansas Best Corporation and its subsidiaries, including ABF Freight System,
Inc. (“Company” or “ABF”).
If you have questions or concerns about a Code of Conduct provision or about some
action or practice you observe, you should always bring your questions to the attention
of the Company by talking to your supervisor, other members of management, the
Company's Legal or Internal Audit Departments or by using the Company's anonymous reporting
system. See "Section E: How To Report Questionable Practices and Make Complaints," for
detailed information on how to make reports to the Company.
The key is to make the Company
aware of any questions or concerns you have so they can be investigated,
evaluated and appropriately addressed.
Section A: Code of
All members of the Board of
Directors and employees must conduct themselves according to this Code of
Conduct and in a manner to avoid even the appearance of illegal or unethical
Some of the areas addressed in
this Code of Conduct are also more specifically dealt with by policies of the
Company or your subsidiary about a specific area. If a law conflicts with this
Code of Conduct, you must comply with the law. If a local custom or a policy of
the Company or your subsidiary conflicts with this Code of Conduct, you must
comply with this Code of Conduct. If you have any questions about this Code of
Conduct or any specific policy, you should seek guidance from your supervisor or
the contacts provided under “Section E: How To Report Questionable Practices and
Those who violate the standards
in this Code of Conduct, or any specific policy of the Company or your
subsidiary, will be subject to appropriate disciplinary action, up to and
including termination. If you
are in a situation which you believe may violate or lead to a violation of law,
this Code of Conduct or a policy, you should seek guidance from your supervisor
or the contacts provided under “Section E: How To Report Questionable Practices
and Make Complaints”.
1. Compliance with Laws,
Rules and Regulations
Obeying the law, both in letter
and in spirit, is the foundation on which this Company’s ethical standards are
built. All Directors and employees must respect and obey the laws of the cities,
states and countries in which we operate. Although not all Directors or
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate Company personnel.
The Company provides
information as appropriate to communicate and promote compliance with laws,
rules and regulations that relate to the operation of the Company’s
2. Full and Fair Disclosure of
It is the Company’s policy that
it will make full, fair, accurate, timely, and understandable disclosure in all
reports filed with or submitted to the Securities and Exchange Commission and in
other public communications of financial results of the Company. The Company is
committed to achieving compliance with all applicable securities laws and
regulations, and all accounting, financial reporting and disclosure
It is a violation of this Code of Conduct for any Director or employee to take any action, or
assist in any action that results in materially inaccurate accounting, record keeping or financial
reporting including, but not limited to, any of the following:
commit fraud or deliberate error in the preparation, evaluation,
review or audit of any financial statement of the Company;
commit fraud or deliberate error in the recording and maintaining
of financial records of the Company;
fail to comply with the Company’s policies and procedures
regarding internal accounting controls;
make a misrepresentation or false statement regarding a matter
contained in the financial records, financial reports or audit reports of the
fraudulently influence, coerce, manipulate or mislead any independent
public or internal auditor engaged in the performance of an audit of the
financial statements, internal controls or policies of the Company; or
deviate from full and fair reporting of the Company’s financial
condition or financial results.
3. Conflicts of Interest
A “conflict of interest” may exist when a person’s private interest directly or
indirectly is involved or interferes in any way with the interests of the Company.
A conflict situation can arise when an employee or Director takes actions or has
interests that may make it difficult to perform his or her Company work objectively
and effectively. Conflicts of interest may also arise when an employee or Director,
or members of his or her family or household, receives improper personal benefits as
a result of his or her position in the Company.
In most cases, it is a conflict of interest for a Company employee or Director to work
simultaneously for a competitor, customer or supplier. However, it is not a conflict of
interest to work for another company as a part-time or casual office employee, dock worker
or driver so long as the work does not interfere with your work for ABF. You are not
allowed to work for a competitor as a consultant or board member or in a sales or management
role. The best policy is to avoid any direct or indirect business connection with our
customers, vendors, suppliers or competitors, except as it relates to the Company’s business
or if it is within the exceptions described above. Any situation in which the Company is
currently doing business or expects to enter into business of any type with an entity that is
owned, managed or controlled by an employee or a member of the employee’s family or household
should be disclosed to and approved by your supervisor. Supervisors who become aware of such
business arrangements should advise the Company’s General Counsel
Conflicts of interest are
prohibited as a matter of Company policy, except to the extent approved by the
Board of Directors. Conflicts of interest may not always be clear-cut, so if you
have a question, you should consult with your supervisor or the Company’s Legal
Department. Any employee or Director who becomes aware of a conflict or
potential conflict should bring it to the attention of a supervisor, manager or
other appropriate Company personnel or follow the procedures described in
“Section E: How to Report Questionable Practices and Make Complaints”.
Directors and employees who have access to confidential information are not permitted
to use or share that information for stock-trading purposes or for any other purpose
except the conduct of our business. All non-public information about the Company should
be considered confidential information. To use non-public information for personal financial
benefit or to “tip” others who might make an investment decision on the basis of this information
is not only unethical, but also illegal and may be subject to prosecution by governmental
agencies. The Company’s “Insider Trading Policy” requires Directors and certain employees to
agree in writing to comply with this Company Policy Statement. If you have any questions,
please consult with the Company’s General Counsel.
Employees and Directors are prohibited from taking personal advantage, or enabling
others to take personal advantage, of opportunities that are discovered through the
use of corporate property, information or position without the consent of the Board
of Directors. No employee or Director may use corporate property, information, or
position for improper personal gain, and no employee or Director may compete with
the Company directly or indirectly. Employees and Directors owe a duty to the Company
to advance its legitimate interests when the opportunity to do so arises.
6. Competition and Fair
We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal business
practices. Stealing proprietary information, possessing trade secret information that
was obtained without the owner’s consent, or inducing disclosures of stolen proprietary
information or trade secrets by past or present employees of other companies is
prohibited. Each employee should endeavor to respect the rights of and deal fairly with
the Company’s customers, suppliers, competitors and employees. No employee should take
unfair advantage of anyone through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to
create good will and sound working relationships, not to gain unfair advantage with
customers, suppliers or others. Note also that strict laws and regulations
regarding gifts, gratuities, meals and entertainment apply to all of our dealings with
governmental customers and government contractors (discussed further in paragraph 12
below). No gift or entertainment should ever be offered, given or
provided by any Company employee, family member of an employee or agent unless it: (1)
is not a cash gift, (2) is consistent with customary business practices, (3) is not
excessive in value, (4) is not a bribe, illegal gratuity, kickback
or other form of payoff, and (5) does not violate any laws,
regulations or Company Policy Statements. Please discuss with your supervisor any gifts
or proposed gifts which you are not certain are appropriate.
Company employees and their family members may not, directly or indirectly, accept
or receive bonuses, fees, gifts, frequent or excessive entertainment or any similar
form of consideration that is of more than nominal value from any person or entity the
Company does business with. Please discuss with your supervisor any gifts or proposed
gifts from a vendor, supplier, contractor or any other party which you are not certain
7. Discrimination and
Arkansas Best Corporation and its subsidiaries are Equal Opportunity Employers.
We are firmly committed to providing equal opportunity in all aspects of employment
and will not tolerate illegal discrimination or harassment of any kind. Examples of
illegal discrimination or harassment include derogatory comments based on racial or
ethnic characteristics and unwelcome sexual advances. The Company has a written policy
prohibiting discrimination, including sexual harassment, with which all employees and
Directors are required to comply.
8. Safe Work
The Company strives to provide each employee with a safe work environment. Each
employee has responsibility for maintaining a safe workplace for all employees, customers
and associates by following safety and health rules and practices, and reporting accidents,
injuries and unsafe equipment, practices or conditions. Violence and threatening behavior
are not permitted. The Company has a written policy regarding the reporting of violence
in the workplace.
Employees should report to work in a condition to perform their duties, free from
the influence of illegal drugs or alcohol. The use of alcohol in the workplace will
not be tolerated. The use of illegal drugs by employees will not be tolerated.
The Company requires honest and accurate recording and reporting of information in
order to make responsible business decisions. For example, only the true number of
hours worked should be reported on time cards or time sheets and only the true number
of service hours should be recorded in driver logs. In addition, all information relating
to shipments, such as delivery times, should be accurately reported.
Many employees regularly use business expense accounts, which must be documented
and recorded accurately. The Company has rules and guidelines for expense reports
and reimbursement with which employees that use expense accounts should be familiar.
If you are not sure whether a certain expense is appropriate under Company policy, ask
All of the Company’s books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company’s transactions
and must conform both to applicable legal requirements and applicable Company policies.
To maintain the Company’s valuable reputation, compliance with our safety requirements
and all other laws and regulations is essential. All record keeping, inspection and testing
documents must be handled in accordance with all applicable laws and regulations.
Business records and communications often become public, and we should avoid exaggeration,
derogatory remarks, guesswork, or inappropriate characterizations of people and companies
that can be misunderstood. This applies equally to e-mail, internal memos, and formal
reports, including instant messaging and correspondence of any type.
Records should always be retained or destroyed according to the Company’s record-retention
policies and applicable laws. In accordance with those policies, in the event of threatened or
actual claims, litigation or government investigation, all related materials, including specifically
electronic communications, should be retained and not destroyed or deleted without the prior approval
of the Company’s Legal Department.
Employees and Directors must
maintain the confidentiality of confidential information entrusted to them by
the Company or its customers, except when disclosure is authorized by the Legal
Department or required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us as confidential information. The
obligation to preserve confidential information continues even after employment
11. Protection and Proper
Use of Company Assets
All employees should endeavor to protect the Company’s assets and ensure their efficient
use. Theft, carelessness, and waste have a direct impact on the Company’s profitability.
Any suspected incident of fraud or theft should be immediately reported for investigation.
Company equipment should not be used for non-Company business, though incidental personal
use may be permitted.
The obligation of employees to protect the Company’s assets includes protection of its
proprietary information. Proprietary information includes intellectual property, such as
trade secrets, patents, trademarks, Company-developed software and copyrights, as well as
business, marketing and service plans, Company-developed operating procedures, engineering
ideas, designs, databases, records, salary and other employee personnel and health and welfare
information, as well as any unpublished financial data and reports. Unauthorized use or
distribution of this information would violate Company policy. It could also be illegal and
result in civil or even criminal penalties.
Company assets include all data and information related to its markets, its customers and ABF’s
business with those customers. The Company will pursue all legal remedies available to ensure that
Company assets and proprietary information are protected from misuse by employees or former employees.
12. Gifts, Gratuities, Meals and
Entertainment to Government Personnel and Government Contractors
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly
or indirectly, to officials of foreign governments or foreign political candidates in
order to obtain or retain business. The Company strictly prohibits making illegal
payments to government officials of any country for any purpose.
In addition, the U.S. government has a number of laws and regulations regarding business
gratuities which may be accepted by U.S. government personnel, and government contractors.
Employees are prohibited from providing , attempting to provide, or offering to provide a
gift, gratuity, meal, entertainment or other thing of value (directly or indirectly) to
an employee or representative of a governmental entity (foreign or domestic), government
contractor, or government subcontractor, when seeking to gain government related business,
unless expressly authorized and approved by the Company’s Legal Department. Employees also
are prohibited from soliciting, attempting to solicit or receiving gifts, gratuities,
meals, entertainment or other thing of value (directly or indirectly) from government,
government contractor or government subcontractor employees or representatives. Employees
are similarly prohibited from receiving gifts, gratuities, meals, entertainment or other
thing of value, from vendors, or suppliers, other than promotional items of nominal value
and non-extravagant meals and entertainment which arise in the normal course of business
meetings or discussions. Violation of this Company policy not only is a violation of the
Code of Conduct, but may also result in civil and criminal fines and penalties. Company
employees who are involved in any capacity in the sales function should be familiar with
the Company’s Sales Promotional Expense Policy and the Public Sector Contracting Supplement
to the Sales Promotional Expense Policy.
13. Contributions to
Candidates for Public Office
Federal and state laws generally permit individuals to make contributions to candidates
for public office. However, contributions by corporations are subject to various restrictions
and, in some cases, may be prohibited by law. Because of the significant legal and other
issues, contributions of Company funds, goods or services to candidates for public office without
the approval of the Company’s General Counsel and Chief Executive Officer are strictly prohibited.
14. Reporting Illegal or
It is the obligation of every
employee to promptly talk to supervisors, managers or other appropriate parties
as listed in “Section E: How to Report Questionable Practices and Make
Complaints” about observed or suspected illegal or unethical behavior, including
any violation of this Code of Conduct.
It is the policy of the Company not to allow retaliation for reports of
misconduct by others made in good faith by employees. Retaliation for good faith
reports of suspected criminal activity and certain other matters, could also be
illegal under federal law. Employees are expected to cooperate in internal
investigations of misconduct.
Employees with concerns may
talk to their supervisor or forward complaints on a confidential or anonymous
basis through any of the contacts listed in “Section E: How to Report
Questionable Practices and Make Complaints”.
Section B: Waivers of the Code
Any waiver of this Code of
Conduct for Arkansas Best Corporation’s officers or members of its Board of
Directors may be made only by the Board or a Board committee and will be
promptly disclosed to the extent required by law or NASDAQ rule.
Section C: Cooperation
Directors and employees are required to fully cooperate in the investigations of
possible violations of this Code of Conduct or other internal or external
investigations. To the extent not prohibited by law, Directors and employees
shall immediately notify the Company’s Legal Department upon becoming aware of
any external investigation of the Company.
No Director or employee shall:
- alter, destroy, mutilate, or conceal a record, document,
or other object, or attempt to do so, intending to impair its integrity or
availability for use in an investigation;
or otherwise attempt to obstruct, influence or impede any investigation.
Section D: No
Retaliation Against Employee
No employee or other person shall be retaliated against for the good faith reporting
of any violation of this Code of Conduct. No employee shall be discharged, demoted,
suspended, threatened, harassed, or otherwise discriminated against for providing truthful
information to his or her supervisor, federal regulatory or law enforcement agents, or any
authorized legislative or judicial body, or for assisting in the investigation of conduct
that the employee reasonably believes constitutes a violation of criminal fraud statutes,
any rule or regulation of the Securities and Exchange Commission or any provision of federal
law relating to fraud against shareholders.
Section E: How to Report Questionable Practices and Make
1. Obligation to Report
If you have a question or concern that something you are asked to do or that someone
else is doing may violate this Code of Conduct or is otherwise questionable,
illegal or unethical, you have an obligation to report it to the
2. Who to Contact About An Inquiry or Complaint
If you have a question or concern, the steps outlined below under “4. Compliance Guidelines”
is a good process to follow; however, if you prefer, you can talk directly, on a confidential
and anonymous basis, to any of the following:
“The Network” is a company whose primary business is to provide and maintain employee-reporting
programs for other companies, such as Arkansas Best Corporation and its subsidiaries. Because
“The Network” is completely independent of Arkansas Best Corporation, confidentiality and anonymity
of information reported can be maintained, if requested by the employee. Calls to “The Network” are
reported to the Company’s Chief Executive Officer, General Counsel, and Chief Internal Auditor and,
in some cases, to the Chairman of the Company’s Audit Committee.
||Michael R. Johns
Arkansas Best Corporation
PO Box 10048
Fort Smith, AR 72917
|Chief Audit Executive
||J. Lavon Morton
Arkansas Best Corporation
PO Box 10048
Fort Smith, AR 72917
|"The Network" -
||Anonymous Ethics and Compliance Reporting Hotline
Toll Free: 1-800-495-1702 (available 24 hours / 7 days a week)
3. How Will Inquiries and Complaints be Investigated
The subject matter of an inquiry or complaint will determine who within the
Company is responsible for its investigation.
Upon receipt of each inquiry or complaint, whether by the General
Counsel or the Chief Internal Auditor, or through “The Network”, a determination
will be made as to whether the complaint pertains to “Accounting Matters” or
“Accounting Matters” are employee inquiries or complaints relating to any questionable
accounting, internal accounting control or auditing matters, specifically including any
matters covered under “2. Full and Fair Disclosure of Accounting Matters” of this Code of
Conduct. Accounting Matters inquiries or complaints will be reviewed under the Audit Committee’s
direction and oversight in such manner as the Audit Committee determines to be appropriate.
The Audit Committee is composed entirely of members of the Board of Directors who are independent
of Company management. The Audit Committee has the authority to engage independent attorneys,
auditors or other investigators or experts in connection with the investigation of any Accounting Matter.
“Other Matters” are all inquiries or complaints that are not “Accounting Matters”.
Other Matters inquiries or complaints will be reviewed under the direction and oversight
of the Company’s General Counsel, the Company’s Chief Internal Auditor, the Company’s Chief
Executive Officer or such other persons as the Company determines to be appropriate. Prompt
and appropriate correction action will be taken when and as warranted by the results of the
investigation of a reported matter.
We must all work to ensure
prompt and consistent action against violations of this Code of Conduct.
However, in some situations, it may be difficult to be certain if a situation is
a violation of this Code of Conduct.
Since we cannot anticipate every situation that will arise, it is
important that we have a way to approach a new question or problem. These are
some steps that may apply:
The assigned investigator should gather as many facts as practical. In order to understand the
issues and investigate an inquiry or complaint, the person assigned by the Company or the Audit Committee to investigate
the matter must be as fully informed as possible.
Ask yourself: What specifically am I being asked to do? Does it
seem illegal, unethical or improper? This will enable you to focus on the
specific question you are faced with and the alternatives you have. Use your
judgment and common sense.
Clarify your responsibility and role. In most situations,
there is shared responsibility. Are your colleagues informed? It may help to get
your colleagues involved and discuss your concerns.
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 question and will appreciate being brought into the
decision-making process. Remember that it is your supervisor’s responsibility to
help solve problems.
Seek help from Company resources. In any situation that you are not comfortable
discussing with your immediate supervisor, you can discuss it with a higher level of management,
the Company’s Legal Department (479) 785-6204, or any of the contacts in “Section E, Item 2. Who
to Contact About An Inquiry or Complaint”.
Approved by the Audit Committee of the Arkansas Best Corporation Board of Directors as of July 21, 2011.