Applicability
The Anti-Corruption Policy (the “Policy”) supports the Company’s commitment to conduct business consistent with the highest ethical standards and legal requirements. The Policy applies to all employees, directors, officers, and any third-party intermediaries assisting or doing business on the Company’s behalf (collectively referred to as “Individuals”).
Purpose
Bribery is illegal and Williams prohibits it in any form. Improper payments to gain advantage are never acceptable and may expose both individuals and the Company to criminal and civil liability under applicable anti-bribery laws.
Williams is committed to acting as a responsible corporate citizen and complying with all applicable laws and regulations. Even where the law permits otherwise, we choose the highest standard of integrity. While local customs and practices vary, our commitment to ethical conduct prevails. Williams will not tolerate dishonestly, unlawful behavior, or poor judgment that creates legal or reputational risk.
Policy
This Policy prohibits improper payments in all business dealings, in both the public and private sectors. It forbids offering, promising, or giving anything of value, directly or through third parties, to Government or Public Officials (including employees of state-owned enterprises) or any individual to influence decisions or induce improper actions. Extra caution is required when interacting with Government or Public Officials due to heightened legal risks.
Do not offer, promise, give, or authorize anything of value, including gifts, entertainment, travel, services, jobs, sponsorships, or charitable contributions, directly or indirectly, to influence decisions or gain an advantage. This includes so-called facilitation or expediting payments and providing value to third parties when there is knowledge or a high likelihood it will be used in violation of this Policy.
Books and Records
The Company requires effective internal accounting controls and complete, accurate, and transparent recording of all transactions. Books and records must not contain false or misleading entries (e.g., mischaracterizing gifts), and transactions must never be intentionally misclassified by account, department, or accounting period.
Maintain accurate, appropriate, and reasonably detailed documentation to support all transactions, and retain records in accordance with Company policies.
Gifts and Business Entertainment
Gifts and business entertainment can create the appearance of improper influence and must never be offered or accepted for that purpose. Use sound judgment, considering intent, perception, parties involved, reciprocity, legal requirements, and local norms.
Reasonable business-related expenditures (e.g., promoting or demonstrating Company services) may be acceptable if they do not seek to influence decisions or secure an improper advantage. Nothing should be offered to Government or Public Officials, or any individual, that could be perceived as influencing a decision, gaining an unfair advantage, or harming the Company’s reputation.
All gifts and entertainment must be appropriate, infrequent, non-cash, aligned with business interests, consistent with laws and customary practices, given without expectations of reciprocity, pre-approved where required, and accurately documented.
Gifts to Government and Regulatory Officials and Employees
Williams employees and representatives are prohibited from providing gifts or hospitality to government or regulatory officials due to the risk of perceived impropriety and complex legal requirements. This prohibition applies even if reimbursement is offered, and violations may result in penalties.
Limited exceptions may apply for modest refreshments (e.g., coffee or snacks) and lunches under $20 during legitimate business interactions, provided the agency permits acceptance.
Any exception to these provisions, including meals exceeding $20 or departures from standard practices, requires prior written approval from the General Counsel by submitting the Approval Form for Gifts to Government and Regulatory Officials or Employees.
Individuals must not use personal funds or a third party to circumvent the requirements of this Policy.
Engaging Third Party Business Partners
The Company will not engage with any Business Partner where there is a material risk of anti-corruption violations. Before engaging third parties who will interact with government or public officials on Williams’ behalf, consult the Chief Ethics & Compliance Officer (CECO) to determine if enhanced due diligence is required.
Before engaging a third party to interact with government or public officials on Williams’ behalf, contact the Chief Ethics & Compliance Officer (CECO) to determine whether additional due diligence is required. Potential enhanced risk assessment and due diligence may include:
- Risk assessment and due diligence on the Business Partner
- Conduct searches for media (in English and local language), sanctions and other background checks to assess corruption risk;
- As needed, obtain enhanced due diligence from an independent provider and conduct public records searches.
- Include anti-bribery protections in contracts, including representations, warranties, compliance commitments, and termination rights for breaches;
- Communicate Company anti-corruption expectations and document that the Business Partner has been informed; and
- Maintain records supporting due diligence and engagement of the Business Partner.
Employees sponsoring Business Partners are responsible for ensuring compliance and are accountable for the Business Partner’s actions.
Employee Cooperation, Training, and Certifications
The Company’s commitment to high standards of ethical business conduct depends on you—every one of us must do our part. To that end, the Company expects you to adhere to this Policy, attend training where appropriate, and, upon request, provide written certification of your compliance with this Policy.
Employee Cooperation – From time to time, the Company may ask for help with this Policy. If an employee is asked to help, they are expected to provide their full support and cooperation. Any failure to provide full, complete, and truthful cooperation is itself a violation of this Policy, and grounds for disciplinary action by the Company in its discretion, including termination.
Training – Based on an employee’s job responsibilities and potential interaction with government employees and officials, they may be assigned and required to complete targeted training related to this Policy, including compliance with the U.S. Foreign Corrupt Practices Act. This training is assigned periodically and must be completed as directed. Such training is a routine and proactive component of the Company’s compliance program and does not indicate a violation or suspected violation of this Policy or any anti-corruption laws.
Certifications – As with training, employees will be asked to periodically certify that they are in compliance with this Policy. Companies commonly use certifications to test the health of their anti-corruption compliance policies, and the Company is no different. When you are asked to provide a certification in the future, it does not mean that you have violated, or are suspected of violating, this Policy, or any anti-corruption laws. It simply means that the Company is doing everything it can to ensure compliance with anti-corruption laws.
Auditing of Compliance with Policy
The Company conducts periodic audits to ensure compliance with this Policy and reports results, including any disciplinary or remedial actions, to the Audit Committee annually.
The Company’s General Counsel and Chief Ethics and Compliance Officer oversee the interpretation and application of this Policy. For guidance on compliance, including the FCPA or other anti-corruption laws, contact the Legal Department before taking action.
Consequences / Penalty for NonCompliance
Adherence to this Policy is mandatory. Non-compliance may result in disciplinary action, up to and including termination.
A violation, or suspected violation, of this policy should be reported to your manager, your Human Resources Business Partner, the Business Ethics Resource Center, or the Williams Action Line at 800-324-3606 or online at www.williams.ethicspoint.com.
Reservation of Rights
The Company reserves the right to interpret, modify, terminate, or revise this Policy in whole or in part, without notice. Statements within this Policy regarding conduct that may result in discipline do not limit, in any way, the Company’s right to discipline employees for conduct not specifically described above. In addition, this Policy shall not be construed as an employment contract or to alter any employee’s at-will status. Employees and the Company remain free to terminate the employment relationship at any time, with or without cause or notice. Similarly, the Company reserves the right to terminate an employee with or without the use of progressive discipline.
Terms and Definitions
Anything of Value – Anything of value, whether tangible or intangible, in any form (including cash or cash equivalents such as gift cards, discounts), loans, gifts, travel, lodging, entertainment, meals, reimbursements, favors, business or employment opportunities, benefits to third parties (e.g., relatives or officials) charitable donations, and sponsorships.
Government or Public Official – Any public or elected official, or employee acting on behalf of a government, agency, instrumentality, state-owned or state-controlled entity, public international organization, or politically affiliated entity, including those funded by public resources or performing government functions. Also includes political party officials, candidates, and anyone acting on their behalf.
Examples include officials involved in permits, licenses, or approvals; airport authorities; state-owned enterprises; and customs, immigration, tax, or other government representatives.
Business Partner(s) – Third parties engaged by the Company or its controlled entities who interact with Government or Public Officials on the Company’s behalf or in ventures where the Company has an economic interest, such as agents, brokers, intermediaries, advisors, consultants, representatives, joint venture partners, co-investors, franchisees, licensees, travel agents, freight forwarders, customs agents, tax advisors, law firms, finders, lobbyists, and accountants