Employee Code of Conduct

1.0 PURPOSE
The management of The Churchill Corporation expects all employees of The
Churchill Corporation and its subsidiary companies (collectively referred to as the
Company) to perform their functions within the company with the highest degree
of integrity and ethical behavior. The Company publishes these guidelines
mindful of the fact that the good judgment of its staff is essential, and that no list
of rules or guidelines can provide direction for all the varied circumstances that
may arise.

1.1 SCOPE
This policy applies to employees, direct service providers, and agents of the
Company. The conduct outlined by this code will also encompass the
expectations under other Human Resources policies dealing with behavior of
employees. These policies include but are not limited to Information Technology,
Privacy, Sexual Harassment, Safety and Environmental Policy Manuals and The
Churchill Corporation Whistleblowers Policy.

1.2 POLICY
Each employee has a duty to act in the best interests of the Company.

1.2.1 Company Resources and Information
Employees shall refrain from making unauthorized use of Company resources for
his or her personal use or benefit or for the benefit of any other person.

Employees shall refrain from unauthorized disclosure of non- public information
concerning the Company's intentions, its investments, its property development,
sale or acquisition, its purchasing or its contracting activities.

1.2.2 Conflict of Interests involving Family Members
Employees who have, directly or through family or business connections, an
interest in suppliers of goods or services, or in contractors or potential
contractors with the Company, should not undertake to act for the Company in
any transaction involving that interest without prior disclosure in writing to The
Churchill Corporation. The Employee must obtain written approval for the
transaction before engaging the supplier/contractor.

Employees shall not act in any Company matter involving a member of his or her
immediate family, including but not limited to matters affecting such family
member's employment, evaluation or advancement in the Company.

1.2.3 Conflict of Interests with Personal Activities
Employees shall not participate in the selection, award or administration of a
contract with any party with whom he is negotiating potential employment or has
any arrangement concerning potential employment.

Employees shall avoid outside employment, consultation or business activity
involving obligations which may in any way conflict, or appear to conflict, with the
Company's interests.

Employees shall refrain from personal activities, in which they could use, or might
appear to have the opportunity to use, for personal gain, confidential information
or special knowledge gained as a result of their relationship with the Company.

1.2.4 Competitive Information
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 such
disclosures by past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly with clients,
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.
.
1.2.5 Business Gifts
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 clients. Gifts or entertainment should never be offered, given, provided or
accepted 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) cannot be construed as a bribe or
payoff and (5) does not violate any laws or regulations. Please discuss with your
supervisor any gifts or proposed gifts that you are not certain are appropriate.
.
1.3 PROCEDURES
1.3.1 Employee Disclosure
Employees shall make full disclosure in writing of any business situation involving
a family member. Such disclosure shall include the nature of the familial
relationship and the impact or potential impact of the employee's action on such
family member.

1.3.1.1
Employees shall provide full disclosure, in writing, of any business or financial
enterprise or activity in which he or she is involved which might influence, or
might appear to have the capacity to influence his or her official decisions or
actions on Company matters

1.3.1.2
In any case in which an employee believes that his or her conduct or activities
may conflict with these guidelines or activities, may appear to conflict with these
guidelines, or may otherwise create a conflict of interest, the employee should
disclose the details of his or her situation in writing to the employee’s supervisor
or manager. Such disclosure will include the nature of the relationship and the
impact or potential impact of the employee’s involvement

1.3.2 Reporting activities
The Company will not condone retaliation of any kind for good faith reports by
employees of misconduct by others. Employees are expected to cooperate in
internal investigations of misconduct.

Employees are encouraged to talk to supervisors within their business unit about
observed illegal or unethical behavior and when in doubt about the best course of
action in a particular situation. Should an individual not feel comfortable taking the
issue to management within their business unit, they may contact the Chief
Executive Officer or Chief Financial Officer at Churchill.

Employees are encouraged to make use of the Whistleblower policy and procedure
in the event they are uncomfortable discussing the issue with their supervisor
or manager or with the Churchill management team.

Examples of instances where conduct may be inappropriate and requires notification:

• Theft and fraud
• Conflicts of interest or other unethical business conduct
• Misappropriation of equipment, services or goods
• Accounting irregularities
• Violation of professional standards
• Violation of laws, rules or regulations
• Endangering employee or public health and safety
• Endangering the environment
• Harassment or discrimination
• Workplace violence
  

1.4 COMPLAINT INVESTIGATION AND RESOLUTION
All complaints will be investigated with care and discretion. Investigation will
be undertaken in all instances and disciplinary action taken when required.
All formal complaints and their resolutions will be reported to the Governance
Committee of the Board of Directors of The Churchill Corporation on a
quarterly basis.

1.5 VIOLATIONS
Employees found to be in violation of this policy will be subject to discipline up to
and including termination.