A Message From Clark, Ray and Bud

Dear Associates:

Our True North

Since its first sale in 1948, ORR Corporation has upheld a reputation for ethical conduct, integrity and doing the right thing for our Associates, our Customers, our Partners and our Community. This reputation started when Clark Orr, Sr. shook the hand of his first customer and continues today when any of you interact with a fellow Associate, a Customer or a Partner. Your words and actions continue the high standards of the Orr Family that have shaped ORR into what it is today.

While we have no doubt that each of you strives to maintain our record of ethical conduct and integrity, the Board of Directors and the Senior Leadership of ORR have developed a Code of Conduct (Business Ethics and Compliance) to help us keep our compass pointing in the right direction – True North – and to explain to our valued partners how important these traits are to ORR.

Please read the Code carefully and familiarize yourself with what it says but, more importantly, what it means. The Code is not just a set of words; it’s about the example you set as a representative of ORR. Keep in mind, though, the Code is only a guide to help you make the right decisions. It does not address every situation you may face, but it will provide you with tools and direction on how to reach the right conclusion if your compass cannot find True North.

We value you because you make ORR what it is, and we hope this tool assists you in your daily efforts to help ORR continue its mission: Protecting People, Property and the Environment.

Sincerely,

Clark Orr, Ray Aldridge and Bud Orr

Code of Conduct

Safety

As part of our safety culture, it is essential that all ORR Associates comply with all company, contract, federal, state and local rules/regulations that promote the protection of workplace safety and health. Every ORR Associate must be familiar with safe workplace practices and safety regulations related to their job and to their working environment. No ORR Associate is permitted to perform work or service if the circumstances appear to be or are unsafe. For the safety of yourself and your fellow Associates, any and all concerns should be immediately reported. 

Regulatory Compliance

Regulatory compliance means following all applicable federal laws, regulations and standards, along with state and local laws, regulations, and standards. It is the responsibility of every ORR Associate to ensure that all applicable laws and regulations are followed without failure every day. Questions or concerns regarding regulatory compliance should be submitted to supervisors, management or the Legal Department.

Gifts, Meals and Entertainment

Some companies prohibit or limit employees from accepting gifts or entertainment of any type from suppliers or vendors, and Federal and State government regulations strictly prohibit any type of gift to government employees. Ethical problems may also arise when gifts or entertainment threaten to compromise, or appear to compromise, an individual’s ability to make objective and impartial business decisions. ORR Associates are prohibited from offering, giving or receiving (directly or indirectly) any payments, gifts, or favors to or from a supplier, customer, or any other person in exchange for assistance or influence, or upon the understanding that such assistance or influence has been or will be rendered, in connection with any business transaction affecting ORR.

Various federal, state and/or local laws prohibit making payments or offering anything of value in the form of a “kickback” or “bribe.” Kickbacks and bribes may include money, finder or brokerage fees, commissions, credit, gifts, gratuities, or any other transfer of something of value. ORR Associates are prohibited from making or offering kickbacks or bribes. Failure to follow this prohibition may result in punishment by fines and prison terms, as well as discipline by ORR, including possible termination of employment.

Marketing Practices

The marketing practices of ORR must always be based on factual information. Representations concerning ORR and the services and products it offers must be truthful and factually supported (e.g. by market surveys, independent testing and the like) prior to release to news, advertising, other media, or any other form of public dissemination of the information. ORR and its Associates will not engage in negative comments regarding other persons or entities.

Confidentiality and Privacy

Confidential information may be used by ORR Associates to perform their job, and it is the responsibility of every ORR Associate to keep this information securely. Confidential information includes personnel data maintained by the company, customer lists and customer information, pricing and cost data, Trade Secrets, proprietary information, and confidential information entrusted to ORR by others. It also includes, but is not limited to, information pertaining to acquisitions, divestitures, affiliations and mergers, financial data, research data, strategic plans, marketing strategies/techniques, employee lists and data maintained by the company, supplier and subcontractor information, and proprietary computer software. Confidential information is a valuable asset, and once it is lost it cannot be regained. ORR prohibits sharing confidential information with persons outside of ORR. To ensure confidentiality, ORR Associates are expected to follow commercially acceptable security practices.

Background Checks

It is ORR’s policy to conduct background checks on all Associates, contractors or agents, as required by federal, state or local law, contractual requirements and policy. Background checks may include social security, motor vehicle, government sanctions/exclusions and criminal history for each new Associate, contractor, or agent.

Harassment and Workplace Violence

ORR has workplace behavior policies that represent a significant aspect of ORR’s commitment to appropriate conduct and ethical behavior. ORR will not tolerate harassment of any form, nor will ORR tolerate workplace violence. In an effort to promote safety, ORR prohibits Associates from possessing firearms, other weapons, explosive devices, or dangerous materials on ORR premises.

ORR requires that any form of harassment or violence be reported by Associates to their immediate supervisor, Associate Services, local management, regional management, or the Legal Department.

Compliance and Ethics Contact

ORR’s commitment to ethics and compliance requires that all Associates report any incident or situation which may potentially violate the law or this policy to the General Counsel. Reports may be submitted anonymously by sending such report to the attention of the General Counsel of the Company via confidential e-mail or U.S. mail.

Environmental Compliance

ORR is committed to full compliance with environmental laws and regulations and fully supports the goals of conservation, recycling and waste reduction. Associates are required to immediately report to their direct supervisor or the Legal Department, any release into the atmosphere, land or water of any substance which may cause physical injury or environmental damage.

Licensing and Accreditation

Certain aspects of ORR’s business operations may be required to obtain licensing and accreditation through government bodies (federal, state or local) or private entities, or they may do so voluntarily. It is important that all ORR Associates identify situations when business operations require licensure or accreditation and that they maintain these for ongoing operations.

Antitrust

ORR’s programs and decisions for the distribution and sale of products and services must comply with the antitrust laws of the state and federal government. At a minimum, all Associates should be aware that serious legal consequences, including in some cases criminal fines and penalties, may result from (i) setting prices with competitors or resale prices for distributors, (ii) agreeing with competitors on bidding terms or whether or not to submit a bid, (iii) agreeing with competitors to allocate customers or territories.

The purpose of antitrust laws is to create a level playing field in the marketplace, as well as to promote fair competition. ORR Associates must always follow all applicable laws and regulations designed to regulate competition. Questions regarding antitrust issues should be directed to the Legal Department.

International Relations

ORR Associates involved in international business operations must follow applicable United States and local laws, including the Foreign Corrupt Practices Act of the United States and applicable Import/Export laws. The Foreign Corrupt Practices Act (FCPA) prohibits offering anything of value to a foreign official for the purpose of improperly influencing an official decision and the making of false records or accounts in the conduct of foreign business. International transfers of certain equipment and technology are subject to complex federal export control laws and regulations which may contain prior approval and reporting requirements. Importation of goods and technology into certain countries is subject to local laws of the jurisdiction, treaties and laws of the United States. If you participate in this type of business activity, you must know, understand, and strictly comply with these regulations or contact the Legal Division for advice.

Corporate Opportunities and Conflicts of Interest

ORR Associates owe a duty to advance ORR’s legitimate interests. Therefore, ORR Associates are prohibited (i) from taking a corporate opportunity from ORR, or (ii) competing against ORR.

Associates shall not engage in any activities that conflict or might appear to conflict with the interests of ORR or its subsidiaries and shall notify the ORR Legal Department any information about any conflicts of interest involving Associates or others with respect to ORR. A conflict of interest occurs when an Associate’s private interests interfere or conflict in any way with the interests of ORR. Any activity that creates or appears to create a conflict of interest must be fully disclosed to the ORR Legal Department.

Alcohol and Drug Free Work Environment

ORR is committed to an alcohol-free and drug-free work environment to protect the interests of our Associates, our customers and our communities. ORR Associates must report for work free of the influence of alcohol and illegal drugs.

Associate Interactions and Professionalism

ORR expects its Associates to treat one another with respect and to interact in a professional manner. Associates are encouraged to socialize and develop professional relationships in the workplace. These relationships should not interfere with the work performance of either individual or with the effective functioning of the workplace.

Management of Company Resources

ORR requires that its Associates preserve ORR’s assets including money, materials, supplies, equipment, and Associate time. Such assets are to be maintained for business-related purposes only. Any improper financial gain to an ORR Associate through misconduct involving ORR property is strictly prohibited.

Equal Employment Opportunity

ORR is committed to providing an equal opportunity work environment, and will comply with all laws, regulations and policies related to non-discrimination in actions concerning our Associates.

Conclusion

ORR Corporation has had considerable growth in both revenue and in the number of Associates over the past several years. With growth comes additional responsibility and diligence to ensure that our Associates are not only safe, but also act in a manner consistent with company values. Please consider this code of conduct as a basis for how we should behave respective to our customers, suppliers, and other ORR Associates. It is important that all Associates are on the same page when it comes to ethics and conduct. I believe this document does an excellent job of communicating the expectation for all ORR Associates and I encourage you to put it to use.

Clark Orr, Jr., Chairman