BNSF Ethics and Compliance Program Roger Nober Executive Vice President Law and Secretary July 13, 2011.

BNSF Ethics and Compliance Program

Roger NoberExecutive Vice President Law and Secretary

July 13, 2011

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BNSF’s Ethics and Compliance BNSF’s Ethics and Compliance ProgramProgram

KEY COMPONENTS Tone of Management Program Design and

Implementation Employee

Communication and Training

Monitoring Effectiveness

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Culture of Compliance

Tone at the Top Leadership Model Vision and Values

AnnualPlan

Personal ObjectivesInitiative

s1-3 yearsStrategie

s3+ yearsVision & Values

and Leadership Model

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Tone at the Top

Tone at the top is a visible willingness by senior management to let values drive decisions to prioritize those values above other factors – including financial results, and to expect all others in the organization to do the same.

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Chief Compliance Officer Function Leadership ModelLeadership Model

AnnualPlan

Personal ObjectivesInitiative

s1-3 yearsStrategie

s3+ yearsVision & Values

and Leadership Model

LEADERSHIP MODEL • Create a Compelling Vision• Model the Way• Lead More; Manage Less• Communicate, Communicate,

Communicate• Make Development a Priority

VISION:

Our vision is to realize the tremendous potential of BNSF by providing transportation services that consistently meet our customer’s expectations.

VALUES:

Shared Values, Style, Community, Liberty, Equality, Efficiency

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Compliance Program Strategy

While primarily focused on preventative measures, a formal compliance and ethics program also:

Minimizes the impact of unethical behavior on company operations and financial performance;

Provides consistency in applications of higher standards of conduct company wide;

Enhances and safeguards the company’s reputation; Provides business and brand benefits; Builds customer trust and loyalty; Facilitates acquisition and retention of talent; and Demonstrates commitment to global responsibility.

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Compliance Program Compliance Program

Chief Compliance Officer Code of Conduct Company Policies Risk Assessment and Mitigation Design and Implementation of Compliance Plans Communication Training Monitoring Effectiveness / Internal Audit Coordination

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Code of ConductCode of Conduct

Highlights Employee’s Obligations and Expectations

Q&A to Reinforce Education Online Annual Certification Conflict of Interest and

Other Reporting Requirements

Links to Policies Leaders’ Guide

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Policy ManagementPolicy Management

Policy on Policies Review and Approval Process Annual Review Ensure consistency and clarity of policies Communicate employee obligations effectively Monitor Effectiveness through training and enforcement Document exceptions

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Communication and TrainingCommunication and Training

New Employee Orientation Learning Management System Online Annual Certification Web-Based Training Live Training Leaders’ Guide Policy Communications – BNSF News

Leaders’ GuideA guide to answer some common compliance and ethics-related questions

It takes 20 years to build a reputation and five minutes to ruin it. If you think about that, you’ll do things differently.

~ Warren Buffett

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Monitoring Effectiveness Monitoring Effectiveness

Assessing Risk – Enterprise Wide Risk AssessmentCorporate Audit Services – Annual Audit PlanFraud and Controls Meetings Employee HotlineConflict of Interest Reporting and Tracking

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Specific Compliance IssuesSpecific Compliance Issues

Acceptance and Giving of Gifts Political Contributions PAC Activities