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 bribery of any kind. An improper payment to gain advantage of any situation is never acceptable and exposes the Individual and the Company to criminal sanctions and/or civil liability pursuant to federal, state, local, and foreign anti-bribery laws.

Williams is committed to being a good corporate citizen and complying with all laws and regulations applicable to our business. Even where the law is permissive, Williams chooses the highest integrity approach – it is who we are and how we do business. Local customs, traditions, and practices differ from place to place, and this must be recognized, but Williams’ commitment to act with integrity must drive its actions and the Company will not tolerate any dishonesty, unlawful conduct, or questionable judgement that puts the Company or individuals at risk of legal liability.

Policy

This Policy expressly prohibits improper payments in all business dealings, whether with the government or in the private sector. In particular, this Policy prohibits offering, promising, or giving anything of value directly or indirectly (through a third party) to a Government or Public Official to influence official action or to anyone (whether or not a Government or Public Official) to induce him or her to act improperly. Special care is required when dealing directly or indirectly with Government or Public Officials (which include employees of stateowned enterprises) because special laws and considerations apply to providing things of value to such officials.

Do not offer, promise, pay, give, or authorize the giving of anything of value (such as gifts, business entertainment, discounts, meals, travel, goods, services, jobs for relatives, sponsorships, or charitable contributions) directly or indirectly (through a third party) to any Government or Public Official, or to anyone (whether or not a Government or Public Official) to influence a business or official decision and/or obtain or retain business or any advantage. This prohibition applies regardless of whether the payment is called a grease, facilitation, or expediting payment and specifically includes giving things of value to any third party while knowing or being aware of a high probability that the third party will, in turn, offer, promise, or provide a benefit prohibited by this Policy.

Books and Records

The Company requires that a system of adequate internal accounting controls be maintained and that individuals report and reflect all transactions fairly, accurately and in reasonable detail in the Company’s books and records. Williams’ books and records must not contain any false or misleading statements or entries, such as recording a gift expense as something other than a gift. Never intentionally misclassify any transaction as to accounts, departments, or accounting period. Maintain accurate, appropriate, and reasonably detailed documentation to support all transactions, and preserve documents in accordance with the Company’s records and information management policies.

Gifts and Business Entertainment

The offer or acceptance of gifts or business entertainment can create the appearance that business decisions are being influenced by other factors. Gifts or business entertainment should never be offered or accepted for improper purposes. We must exercise good judgement when providing or accepting gifts and entertainment including the understanding of the intent or purpose, it’s appearance, the parties providing and receiving such, any expected reciprocity, applicable laws, and social norms.

Expenditures directly related to the promotion or demonstration of the Company’s business may be acceptable if they are reasonable and are not made to secure an improper advantage. However, nothing should be offered to a Government or Public Official, or to anyone, if it could reasonably be perceived as an attempt to influence a business or official decision and/or obtain or retain an unfair business or any advantage, or if it would adversely affect the Company’s reputation.

All gifts and business entertainment must be:

Gifts to Government and Regulatory Officials and Employees

As stated in our Gift Policy Pertaining to Government and Regulatory Officials and Employees, Individuals are prohibited from giving gifts or providing hospitality to government and regulatory officials and employees due to the potential appearance of impropriety and the potential for mistakes due to the complexity of the rules.

Minor food items may not always be considered as gifts. These items include snacks, which are nominal food items (e.g. coffee, soft drinks, water, cookies, or similar modest food items). There may be times when meetings, inspections, public outreach, site visits, or similar events with government or regulatory officials and employees take place during a normal lunch period. During these meetings, a modest lunch may be offered if the cost is less than $20 and the agency or entity has confirmed that it is appropriate to accept the lunch.

Any exception to the Gift Policy Pertaining to Government and Regulatory Officials and Employees, including meals exceeding $20, requires prior approval in writing from the General Counsel. Please refer to that policy for more information.

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 or do business with a Business Partner if the Company believes there is a material risk that the Business Partner will violate anti-corruption laws or the prohibitions in this Policy.

Before engaging a third party that will be interacting with government or public officials on Williams’ behalf, contact the Chief Ethics & Compliance Officer (CECO) to evaluate the need for any additional due diligence. The following is a list of potential additional risk assessment and due diligence that may be required if deemed necessary:

  1. A risk assessment and due diligence on the proposed Business Partner –
    • Conduct media searches (in English and local language), sanctions checks and other Internet-based searches to assess corruption risk;
    • If necessary given the risk profile, commission an enhanced due diligence report from an independent service provider, and conduct a public records search.
  2. Ensure that the contract with the Business Partner contains antibribery representations and warranties, including confirmation that the Business Partner understands and agrees to abide by Company’s anti-bribery prohibition and Company’s right to terminate the contract in the event of breach;
  3. Explain Company’s expectations about compliance with anticorruption laws and this Policy to the Business Partner and maintain a record of having done so; and
  4. Maintain all records related to the due diligence and engagement of Business Partner.

Employees who are responsible for the Company entering into an arrangement with a Business Partner are accountable for the actions of the Business Partner.

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 your help with this Policy. If you are asked to help, we expect you to provide your 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 – Depending on your job responsibilities, the Company may ask you to attend training on matters related to this Policy. If you are asked to do so, it does not mean that you have violated, or are suspected of violating, this Policy, or any anticorruption laws. Rather, such training is a normal function of this Policy, and consistent with widely followed anti-corruption best practices.

Certifications – As with training, you will be asked to periodically certify that you 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 will conduct periodic audits to ensure adherence to this Policy and provide the Audit Committee of the Board of Directors with annual reports on the results of such audits, including any disciplinary and other remedial actions taken in the event that violations of this Policy have been found.

The Company’s General Counsel and Chief Ethics and Compliance Officer have the authority over the interpretation and application of this Policy. The Policy is intended to provide direction and assist with your compliance. If you have questions about compliance with this Policy, the U.S. Foreign Corrupt Practices Act (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 – Any item of tangible or intangible value, broadly defined, in any form, including but not limited to cash, cash equivalents (such as gift cards, gift certificates and merchandise discounts), loans, gifts, travel, lodging, entertainment, meals, expense reimbursements, per diems, favors, business or employment opportunities, compliance with a request to provide a thing of value to a third person (such as a relative of a Government Official), contributions to a charity or other non-profit organization and promotional sponsorships.

Government or Public Official – Refers to (i) any public or elected official, officer, employee (regardless of rank), or person acting on behalf of a national, provincial, domestic dependent nations, foreign, or local government, department, agency, instrumentality, state-owned or state-controlled company, public international organization, political party or entity that is financed in large measure through public appropriations, is widely perceived to be performing government functions, or has its key officers and directors appointed by a government and (ii) any party official or candidate for political office or any person acting on behalf of such party official or candidate for political office.

Business Partner(s) – Third parties engaged by the Company or any entity owned or controlled by the Company who are expected to interact with Government or Public Officials on behalf of the Company or any venture in which 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.