Oxbow Carbon LLC and Affiliates/Subsidiaries. Code of Business Conduct and Ethics

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1 Oxbow Carbon LLC and Affiliates/Subsidiaries Code of Business Conduct and Ethics Effective January 1, 2013

2 Oxbow Carbon LLC and Affiliates/Subsidiaries Integrity The reputation of our Company has been built by ethical business conduct. We believe integrity is the foundation of our individual corporate actions and successes. Teamwork We believe teamwork leverages our individual strengths. Respect We believe a respectful work environment is the way to achieve the full potential of each individual and the company. Performance We believe performance excellence will drive the results that distinguish us from our competitors.

3 Oxbow Carbon LLC To: All Oxbow Employees At Oxbow Carbon LLC, and its subsidiaries, and affiliates we recognize that two of our most important assets are our employees and integrity. These assets are inseparable. Truth, honesty and compliance with the law reflect the core principles of Oxbow. This Code of Business Conduct and Ethics stems from Oxbow s long standing commitment to ethical and legal business dealings. This Code of Conduct offers you guidance in making ethical decisions in light of the many issues faced by the Company. Please review this Code of Conduct, which summarizes our principles and existing policies that govern our global business, and keep it for future reference. If you have a question or concern about what is proper employee conduct for you or for anyone else, promptly raise the issue with your supervisor, or any member of the Legal Department, or through Oxbow s Hotline. Thank you for your contributions. Our success depends on you. William I. Koch, Chairman & Chief Executive Officer

4 TABLE OF CONTENTS I. INTRODUCTION... 1 II. CODE OF CONDUCT... 1 III. CONFLICT OF INTEREST & ETHICAL DEALING POLICY... 5 IV. ANTI-CORRUPTION POLICY V. ELECTRONIC COMMUNICATIONS POLICY VI. INTERNET AND SOCIAL MEDIA POLICY VII. ALCOHOL CONSUMPTION POLICY VIII. INTERNATIONAL TRADE POLICIES A. ANTIBOYCOTT POLICY B. TRADE SANCTIONS AND EMBARGOES POLICY C. VETTING DUE DILIGENCE POLICY D. CUSTOMS AND EXPORT RECORDKEEPING GUIDELINES ANNUAL CERTIFICATE OF COMPLIANCE... ATTACHMENT A

5 I. Introduction Oxbow Carbon LLC, its affiliates and employees (collectively Oxbow ) enjoys an excellent reputation as an ethical, law-abiding company. Each employee is a Company representative whose actions reflect not only on the employee, but also on the Company and its workforce as a whole. Employees at Oxbow worldwide must maintain the highest ethical standards in the conduct of Company business, so that they and the Company are always above reproach. This Code of Conduct outlines Oxbow s ethics and conduct related policies and provides guidance concerning acceptable behavior as well as providing assistance with various ethical and legal issues. Although ethical behavior sometimes is difficult to define, Oxbow s expectation is that each employee is responsible for conducting the Company s business with honesty and integrity, and for complying with all applicable laws and regulations. Our employees are the indispensable element that holds Oxbow together, creates its reputation, and ensures its progress and success. Employees are responsible for a complete review, understanding of and adherence to the full policy requirements referenced in this document. II. Code of Conduct Conflicts of Interest and Ethical Dealings Ethical behavior and compliance with the law are foundational principles of Oxbow. Further, these fundamental expectations are conditions of employment. Employees must not engage in or give the appearance of engaging in any activity involving a conflict between personal interests and those of the company. Oxbow s Conflict of Interest & Ethical Dealings policy requires employees to maintain high moral and ethical standards and to reflect honesty, integrity, reliability and forthrightness in all relationships. Additionally, employees are required to monitor and report gifts from customers or vendors to ensure that these gifts do not influence business decisions with outside parties. Any conflicts or potential conflicts shall be promptly reported by the employee to their immediate supervisor. Further, Oxbow employees may not use or disclose any inside or sensitive business information to benefit themselves or provide to others for their personal gain. See Section Conflicts of Interest & Ethical Dealings Policy on page 5. Employment Practices Oxbow recognizes that the inherit value of its most valuable resource, its employees, is reflected in the ability, integrity, knowledge and talent of its employees. The Company is committed to being an Equal Opportunity Employer and to assure opportunities in all its employment practices without regard to race, color, religion, national origin, gender, sexual orientation, disability, age, pregnancy (including pregnancy related medical or physical conditions), marital, or veteran s status. The Company is committed to promoting a workplace in which all employees, recruits and applicants, who are otherwise qualified, receive fair and non-discriminatory treatment in employment. See Employee Handbook for detailed information on Employment policies. Health & Safety Oxbow Carbon s top operational priority is to keep our employees, vendors, and visitors safe. Efficiency, product quality, reliability and flexibility are all very important, but ensuring all employees, vendors and visitors return home safely every night is first and foremost. Oxbow 1

6 To support this key goal, Oxbow Carbon LLC will continue to develop and maintain best-in-class standards of occupational health & safety (H&S) so that we minimize the risk of injury and ill health to our employees, contractors and visitors and to provide a healthy and safe work environment. Safe Driver Oxbow is committed to employee safety. The use of cell phones or other mobile devices while operating vehicles can represent an unnecessary risk to employee safety. Oxbow prohibits its employees from manually operating cell phones (handheld) and other mobile devices and to avoid all other distracting activities while driving vehicles. Furthermore, Oxbow employees are required to know and abide by all applicable cell phone and other mobile device usage laws while driving. Alcohol Consumption Oxbow recognizes that an employee s job responsibility may require the entertainment of customers, suppliers or vendors. The employee s decision to drink alcoholic beverages at a business meal or other company related function includes an obligation to drink responsibly and use the appropriate means to get home safely. Driving under the influence is a criminal offense and is not condoned by the Company under any circumstance. See Section Alcohol Consumption Policy on page 20. Anti-Corruption The Company prohibits any form of bribery of customers, operators, suppliers, contractors, government officials, foreign political parties and candidates for political office or other third parties with which the Company does or may possibly do business in an attempt to improperly or unduly influence the action or inaction of any such third party. This prohibition includes bestowing any gift, payment (e.g., kickback, bribe), entertainment, favor, or anything else of value on any such third party in an attempt to improperly or unduly influence the action or inaction of any such third party for the benefit of the Company or for any other reason. See Section Anti-Corruption Policy on page 10 and the Anti- Corruption Guidelines. Communications Oxbow is committed to conducting business in an open and honest manner. All communications should be accurate and honest and free of any misleading or exaggerated claims regarding any Oxbow products or services. Internet, , Telephone and Mail Services To facilitate communication, Oxbow maintains and provides employees with access to communication systems (internet, , telephone, courier and mail services). Use of these communications systems should be limited to official company business and should not contain transfer of any material that is in violation of any federal, state or local law, including any copyright or trademark laws. See Section Electronic Communications Policy on page 14. Social Media The Company recognizes that the Internet provides unique opportunities to participate in interactive discussions and share information on particular topics. Employee s use of social media, however, can pose risks to Oxbow s confidential and proprietary information, network Oxbow 2

7 security and reputation as well as jeopardize the company s compliance with business rules and laws. Employees should never use social media in any way that violates any Oxbow policy or employee obligation. Furthermore, employees should limit the use of social media during business hours for non-business purposes. See Section Internet and Social Media Policy on page 17. International Trade Oxbow operates in many different countries. This increases the complexity of these transactions because Oxbow and its employees must comply with the regulations governing the countries and localities in which Oxbow operates, except to the extent prohibited or penalized by U.S. or other national law. Antiboycott Antiboycott laws and regulations prohibit Oxbow from participating in certain boycotts. Additionally, these laws prohibit Oxbow or its employees from complying with certain information request or other actions that would further a prohibited boycott. Oxbow and its employees will comply with these regulations and make the necessary reporting under these regulations. See Section Antiboycott Policy on page 22. Trade Sanctions and Embargoes Many countries where Oxbow competes for business impose restrictions on commercial transactions with specific individuals or named entities. Additionally, some countries like the U.S., prohibit its citizens, entities and foreign registered entities from conducting any business in certain countries like Cuba, Iran and Syria. Oxbow and its employees must adhere to all Sanction and Embargo restrictions and comply with all applicable regulations. See Section Trade Sanctions and Embargoes Policy on page 26. Vetting Due Diligence Sanctions and Embargo regulations are frequently changing. Governments can update their lists of denied parties daily. Oxbow employees who engage in any transaction with an outside customer, supplier, or other associated counterparty are required to conduct due diligence screening of all parties to any transaction prior to entering into the transaction. See Section Vetting Due Diligence Policy on page 29. Customs and Export Controls Complex Customs and Export Control laws require Oxbow employees involved in the sale or movement of products or services across international borders to pay special attention to the regulations governing those transactions. Oxbow employees must provide accurate and timely information to comply with the regulations, as well as, properly secure any licenses or permissions required by the countries where Oxbow exports or imports materials or services. Keeping proper documentation of these transactions is very important. Oxbow employees must maintain proper recordkeeping requirements for these types of transactions. See Section Customs and Export Controls Recordkeeping Guideline on page 34. General Information Violations of this Code of Conduct may cause harm to Oxbow and to its employees. They can also be the result of physical injury, impairment of corporate assets, violations of the law and irreparable injury to Oxbow 3

8 the reputation of Oxbow. For these reasons, employees are required to promptly report any actual or suspected violations of the Code of Conduct to their immediate supervisor. If an employee is uncomfortable making a report to his or her direct supervisor, the employee may also make a report using the Oxbow Hotline by calling or toll free Employees can also submit a report via the hotline web portal at additional international telephone numbers can also be found on the web portal for individuals who wish to make a report over the telephone to a local international telephone number. Finally, employees may send an to compliance@oxbow.com or contact Oxbow s Director of Compliance at Oxbow 4

9 III. Conflict of Interest & Ethical Dealing Policy Title: Authorizing Manager(s): Sponsor: Conflict of Interest & Ethical Dealing Policy General Counsel Chief Operating Officer Chief Financial Officer Legal Counsel Obligated Employees: All employee and consultants of Oxbow Carbon LLC and it s subsidiaries. Effective Date: January 1, 2013 Version BACKGROUND From its inception, Oxbow Carbon LLC, its affiliates and employees (collectively Oxbow ) has demanded of its employees and agents the highest level of ethical conduct in all business transactions. Oxbow s Employee Handbook, as well as the vast majority of Oxbow s trading and related agreements, contain provisions requiring Oxbow, its employees and its counterparties to act at all times in a manner reflecting such high ethical standards. It is crucial that each employee observe all applicable laws and regulations while conducting business on the Company s behalf and avoid any appearance of impropriety. Associations with supplier representatives or other service providers at luncheons, dinners, or business meetings are helpful in promoting Oxbow, promoting an understanding of Oxbow s business, and assist in developing relationships that strengthen Oxbow s ability to achieve its business goals with its business partners. Additionally, in the course of business, it is not unusual for an individual or a company to give gifts or provide entertainment, such as dinners or tickets to events whether or not there is a specific business purpose for the associated event or entertainment. 2.0 OBJECTIVE To ensure that Oxbow conduct business in compliance with U.S. and local regulations in jurisdictions where Oxbow does business. Further, this policy requires employees, to maintain high moral and ethical standards and to reflect honesty, integrity, reliability and forthrightness in all relationships. It is the obligation of every employee to avoid any arrangement, agreement, investment or other activity of any sort whether conducted in the employee's name, an assumed name or that of an agent, that would or could reasonably be construed or inferred as being contrary to the Company's best interest, or as being unethical business conduct. 3.0 DEFINITIONS Gratuities includes gifts, kickbacks, commissions, referral fees, rebates, favors, cash, special discounts, special accommodations, use of properly or facilities, or other similar benefits Oxbow 5

10 regardless of whether such benefits are received directly by an employee or by a member of an employee s family or through other indirect channels. Nominal Value For purposes of this policy, nominal value will be $50 USD or less. Target non-related entity that may become the focus of an acquisition or joint venture business partnership by Oxbow. 4.0 POLICY 4.1. REBATES AND COMMISSIONS Employees shall not, directly or indirectly, give or receive any gratuities, commission, payment, kickback, secret rebate or other thing of value to or from any employee or agent of any counterparty or to any supplier of services, customers, vendors, or outside organizations in connection with any transaction or agreement or potential transaction or potential agreement which would or could reasonably be construed or inferred as being contrary to the Company s best interest. The giving or receiving of any such commission, payment, kickback, secret rebate or other thing of value is potentially a violation of applicable law and is not permitted. Please refer to the Business Ethics section of the Employee Handbook for additional details. Employees who violate this policy may be subject to discipline, up to and including termination of employment GIFTS No Employee shall permit gifts, entertainment, lunch, dinner, or other event tickets or special outings to influence him or her in any way that could conflict with the best interests of Oxbow or damage Oxbow s reputation. The receipt of any gifts or entertainment should be completely transparent. Gifts greater than $250 must be reported directly to an employee s immediate manager or supervisor. All employees are required to follow the gift reporting requirements outlined in this policy and in Oxbow s Gift Guidelines. Further, any gift that is received by an employee for attending a seminar or other event sponsored by an Oxbow business partner should also be reported when completing the employee gift log (see Gift Guideline for details). Traditional business-related functions, such as business meals and receipt of mementos of nominal value normally related to advertising and promotion, are not included in these restrictions. Personal gifts given to colleagues when visiting other Oxbow locations should not be submitted on expense reports for reimbursement by Oxbow. Oxbow 6

11 Any event or dinner where employee spouse or other family member is present must be included on the gift log. Any gift that is received by an employee for attending a seminar or other event sponsored by an Oxbow business partner should be included (per these guidelines) when completing the gift log. Blocks or multiples of tickets provided to a department manager for distribution to the entire department (e.g. Rodeo, Jazz or Art festival) should be considered at the face value of a single ticket and logged according to these guidelines by the final recipient of the ticket OUTSIDE INTERESTS AND EMPLOYMENT Employees shall not serve as directors, employees or agents of or, directly or indirectly, hold any interest or investment in vendors, customers, competitors or any outside organization that might: (a) create a divided loyalty, or (b) in any way have a possible adverse effect on the Company's business. Nominal investments in stocks, bonds or other securities of a customer, supplier or competitor which are regularly traded on a securities exchange or in the public securities market are excluded from the restrictions of this policy and procedure. Any ownership interest in a company that becomes the subject of a potential Oxbow acquisition must be disclosed by the Oxbow employee prior to engagement with the target company COMPANY PROPERTY AND SERVICES The use or loan or transfer of Company property or services to employees, members of their families or any outsider not specifically related to Company business is not permitted, except where covered by other specific Company policies and procedures INSIDER INFORMATION Any direct or indirect use or disclosure by employees of any inside or sensitive, technical or business information that will give the user or recipient of such information a proprietary advantage over others or permit personal gain to the user is strictly prohibited. If there is any doubt as to whether certain information is inside information, it shall be treated as inside information POLICY EXCEPTION Any discrepancy or conflict between local laws and Oxbow s policy must be brought to the attention of Oxbow s Legal Counsel for resolution or further escalation as appropriate. Otherwise, Oxbow s policies and standards are applicable in all jurisdictions and locations where Oxbow conducts business. Oxbow 7

12 5.0 RESPONSIBILITIES 5.1. The Legal Department is responsible for: Providing regulatory analysis in the event local legal regulation has requirements that are in direct conflict with this policy The Director of Compliance is responsible for: Collecting information on reported conflicts and working with the Executive Staff to resolve the conflict. Maintain all reported issues in compliance database Department Managers and Supervisors are responsible for: Periodically reviewing employee gift logs to ensure they meet policy requirements Department employees are responsible for: 6.0 PROCEDURES Reading and following Gift Guideline Maintaining employee gift log as outlined in the Oxbow Gift Guidelines. Report gifts between $100 and $250 dollars to supervisor within 30 days of receipt Requesting approval for any gift over $250 prior to accepting gift CONFLICT OF INTEREST REPORTING PROCEDURES The following procedure must be followed if an inadvertent Conflict of Interest arises, if a Conflict of Interest cannot be avoided, or if a question exists as to what might be a possible Conflict of Interest: The employee shall promptly disclose to his immediate supervisor the nature of the possible or actual Conflict and all information in sufficient detail to enable a thorough review of the specific circumstances. An employee who is uncomfortable making a disclosure to his/her supervisor can submit it directly to Director of Compliance or to Oxbow s Hotline. The employee s supervisor shall: Review the above information submitted by the employee and, if possible, promptly and completely address the situation to eliminate the conflict. If not possible to eliminate the conflict, supervisor shall submit complete information for each specific circumstance to the Director of Compliance. The Director of Compliance shall promptly: Act on the presentation of facts for each specific circumstance and work with the Executive Staff to determine how the Conflict of Interest shall be resolved. The Executive Staff may rely upon facts presented or make an independent investigation. Communicate the Executive Staff s determination through appropriate channels for implementation. Oxbow 8

13 6.2. GIFT REPORTING PROCEDURES Employees must create a personal written log and record all gifts or things of value received (see gift log form in Gift Guideline). The gift log should include the following information: 7.0 REFERENCES 1. The date the gift was received 2. The company who supplied the gift 3. The company representative who directed or presented the gift 4. The gift s approximate value 5. The purpose or event for which the gift was given 6. Any employee family members who were present Nominal gifts and promotional items do not require recording on the gift log Gifts between $100 and $250 USD must be documented on the employee s individual gift log and reported to immediate supervisor within 30 days of gift receipt. Gifts greater than $250 require supervisor s approval prior to acceptance of the gift and notification to Director of Compliance in the Legal Department. Gift Guideline Gift Log Oxbow Hotline 8.0 TRAINING REQUIRED Annual Code of Conduct training 9.0 RECORDS Gift Logs Oxbow 9

14 IV. Anti-Corruption Policy Title: Authorizing Manager(s): Sponsor: Anti-Corruption Policy Chief Operating Officer General Counsel Chief Financial Officer Director of Compliance Obligated Persons: All employees and consultants of Oxbow Carbon LLC and its subsidiaries. Effective Date: January 1, 2013 Review Date: Annually Version: BACKGROUND The U.S. and other governments have regulations that prohibit bribery in many forms. Some regulations, like the U.S. FCPA, prohibit the direct or indirect bribery of government officials. Other countries, like the UK, prohibit commercial bribery in addition to bribery of a public or government officials and make it a violation to receive a bribe as well. Additionally, if a company fails to prevent bribery from occurring, that company can be found in violation of the UK Bribery Act. Although many countries have had these regulations for many years, they have only recently become very aggressive at enforcing these regulations. These regulations are very complex and normally have two principal sets of requirements: the anti-bribery and corrupt payment provisions, and the recordkeeping and accounting provisions. The FCPA applies to all U.S. persons, U.S. entities wherever located and any transaction conducted by the same in any location, as well as covering any transaction by any party that happens in the U.S. Further, the FCPA primarily addresses bribery of government officials to obtain an inappropriate business advantage. The FCPA also has a books and records provision that requires companies to maintain reasonably detailed books and records, as well as a system of internal accounting controls, in order to accurately reflect all transactions and dispositions of assets. Under securities laws related to the FCPA, reasonable detail is defined to mean such level of detail and degree of assurance as would satisfy prudent officials in the conduct of their own affairs (as a practical matter, in enough detail so that vigilant officials at Oxbow's principal office can detect any illegal payments). These provisions apply to both domestic and foreign operations. The FCPA recordkeeping provisions are directed toward publicly-held businesses; however, these practices are also advisable for privately-held companies. The UK Bribery Act has broader anti-bribery provisions. It applies to UK citizens or UK companies wherever located, as well as any person or entity conducting business within the UK or subjecting its transactions to UK law. The UK Bribery Act prohibits any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any commercial organization or Oxbow 10

15 business person, foreign official, or any foreign political party, candidate or official, or official of a public international organization, for the purpose of: 2.0 OBJECTIVE influencing any act, or failure to act, in the official capacity of that foreign official or party, or inducing that foreign official or party to do or omit to do any act in violation of his or her lawful duty, inducing the foreign official or party to use influence to affect a decision of a foreign government or agency, obtaining or retaining business for anyone, directing business to anyone, or securing an improper advantage. To ensure that Oxbow Carbon LLC, its affiliates and employees (collectively Oxbow ) conduct its business in compliance with the U.S. Foreign Corrupt Practices Act (the FCPA ), the UK Anti- Bribery Act 2010 ( Bribery Act ) as well as any other applicable local anti-corruption laws. Additionally, this policy will identify the responsibilities of various employees to ensure compliance with applicable regulations. Failure to comply with these legal requirements may result significant civil or criminal penalties which may include fines and imprisonment. 3.0 DEFINITIONS Foreign Corrupt Practices Act U.S. legislation that makes it a criminal offense for a person or entity to bribe a public official in order to gain an improper business benefit. UK Bribery Act UK Legislation that makes it a criminal offense to bribe any person for an improper gain in a business transaction. Facilitation Payments payments of small value to government officials to secure routine governmental actions, such as scheduling inspections or processing visas, that the government official is obligated to preform whether or not any payment is made. Public Official An individual who holds a public (government) office either by election or appointment. May also include employees of state owned or controlled companies. 4.0 POLICY No Oxbow employee shall offer, or authorize any third party representing Oxbow in any business transaction to offer anything of value to obtain or retain an improper advantage in any business transaction. This policy shall apply regardless of whether the transaction is with a government agency, government official, employee of a state owned or controlled business or utility, or any company or individual involved in any business transition. Facilitation payments require specific legal analysis and executive management approval prior to agreeing, promising, or making actual payment. Oxbow 11

16 Continued or intentional violation of this policy will be considered a violation of Oxbow policy. Audit findings contrary to this policy (both external and internal compliance audits of Oxbow) may include disciplinary action up to and including termination of employment POLICY EXCEPTION Any discrepancy or conflict between local laws and Oxbow s policy must be brought to the attention of Oxbow s Legal Department for resolution and/or further internal review as appropriate. Otherwise, Oxbow s policies and standards are applicable in all jurisdictions and locations where Oxbow conducts business. 5.0 RESPONSIBILITIES 5.1. All Oxbow Employees are responsible for: Refrain from making offers, promises, payments, or transfer of anything of value or provide gifts to i) foreign officials, ii) foreign political parties and their officials, iii) candidates for political office, iv) officers or employees of certain state owned enterprises, or v) individuals engaged in business transactions for the purpose or intent of obtaining or retaining business or securing an improper advantage. Refrain from making or offering to make such payments to other persons in situations in which the employee anticipates that some or all of the payment may be passed on to a member of one of the groups mentioned above. Report any apparent anti-corruption violations to senior management and the Legal Department. Consult with the Legal Department before taking action in the event such employee wishes to offer or provide, directly or indirectly, anything of value to any foreign official, foreign political party, foreign political party official, candidate for foreign political office or official of a public international organization. Consult with the Legal Department before retaining foreign consultants or representatives or entering into other transactions with foreign individuals or businesses. Utilize the Oxbow accounting system(s) to properly record all payments or receipts to or from any party to accurately reflect all transactions and dispositions of assets. Read and follow all instructions in Oxbow s Anti-Corruption Compliance Program Guideline respect to giving or receiving gifts. NOTE: Conflicts between regulations or laws of nations in which Oxbow operates must be resolved by Oxbow s Director of Compliance and Oxbow s Legal Counsel Senior Leadership for Oxbow Entities are responsible for: Ensure any employee with significant customer contact for contract negotiation is identified for training purposes (e.g., traders, customer service group members, transportation). Escalate issues related to this policy directly to the Legal or Compliance Departments. Oxbow 12

17 Implement and administer control procedures to ensure the requirements of this policy and the Oxbow Anti-Corruption Compliance Program Guideline are fulfilled. Ensure that periodic reviews of Oxbow s foreign business practices are routinely conducted by responsible Oxbow managers. Ensure that all employees receive a copy of this policy, understand it and comply with it Legal Department and Director of Compliance are responsible for: 6.0 PROCEDURES None 7.0 REFERENCES The Oxbow Legal Department and Director of Compliance will provide training, either directly or through a third party, to individuals identified by senior management. The Oxbow Legal Department and Director of Compliance will assist in the approval process for any gift or hospitality request. The Oxbow Legal Department and Director of Compliance will conduct anti-corruption due diligence on new customers and suppliers. Oxbow s Anti-Corruption Compliance Program Guideline 8.0 TRAINING REQUIRED Annual Code of Conduct training Anti-Corruption training upon hiring and recurring training every other year thereafter. 9.0 RECORDS Annual certification of agreement with Oxbow s Code of Conduct. Oxbow 13

18 V. Electronic Communications Policy Title: Authorizing Manager(s): Sponsor: Communications Policy President & Chief Executive Officer General Counsel Vice President Information Technology Obligated Persons: All employee and consultants of Oxbow Carbon LLC and its subsidiaries. Effective Date: January 1, 2012 Review Date: Annually Version: BACKGROUND Oxbow Carbon LLC and its affiliates (collectively, the Company ) maintains and provides employees access to various Electronic Communications Systems to assist employees in the conduct of the Company s business. These systems include the following: electronic mail system (" "), Internet, digital scan/copy machines, facsimile (FAX) machines, telephone and personal computers connected to a network.. All messages composed, sent, or received on them remain property of the Company. They are not the private property of an employee. The Company reserves the right to monitor, review, audit, intercept, access, record, and disclose all messages created, received or sent over any electronic communication system for any purpose. Therefore, the confidentiality of any message sent or received should not be assumed and no employee or other person should have any expectation of privacy in such message. Users of the Company's electronic communication systems do not have a personal privacy right in any matter created, received or sent from such systems. The use of these systems constitutes and employee s acknowledgement and consent to the Company's rights with regard to all such messages. Notwithstanding the Company s right to retrieve and read any messages, such messages should be treated within the Company as confidential by other employees and accessed only by the intended recipient. 2.0 OBJECTIVE The objective of this Policy is to establish guidelines to assist employees in the conduct of utilizing Oxbow s Communication Systems and to inform all Company employees, contractors or temporary workers using Company systems, that the hardware and software and other equipment needed to utilize these electronic communication systems are Company property. 3.0 DEFINITIONS Communications means the act of communicating by means of electronic mail, Internet, telephone, courier, social media and mail services. These terms are defined in the Employee Handbook. Oxbow 14

19 Electronic Mail means exchanging communication over a computer network. The use of the system is reserved primarily for the conduct of Company business and generally should not be used for personal business or for any other purpose. Internet Usage means any form of electronic communications network that connects computer networks and organizational computer facilities around the world. Employees with internet access generally should only use the internet for business purposes and for purposes in the best interests of the Company. Social Media means any web site or other online means of communication that are used by large groups of people to share information and to develop social and professional contacts. Examples of social media, are, but not limited to, Facebook, Twitter, blogs, etc. 4.0 POLICY Company electronic communications systems shall only be used for company business purposes. Employees are not permitted to send (upload) receive(download) copyrighted materials, trade secrets, confidential information, proprietary financial information, any company confidential or proprietary information or similar materials without prior authorization from the employee s supervisor. All messages composed, sent, or received on them remain property of the Company. They are not the private property of an employee. Any communications by employees via any electronic communications system that violate applicable laws (such as the unauthorized transmission of copyrighted materials) or Company policy (such as sexual harassment), are strictly prohibited. Employees who violate the Company s Electronic Communications Policy may be subject to discipline, up to and including termination of employment. If you become aware of any violation of this policy by others, you are expected to report such misuse or violation to your supervisor or the Human Resources Department. 4.1 POLICY EXCEPTION TO ELECTRONIC MAIL USAGE The Company recognizes that employees may need to make limited personal use of the Company s communication system to, schedule appointments and for other limited personal matters. Employees are expected to practice discretion in using the Company s communication system for these limited personal purposes. 5.0 RESPONSIBILITIES 5.1. The IT department is responsible for: Updating and maintaining the Electronics Communication Policy Communicating policy changes and updates to all affected employees 5.2. The HR department is responsible for: Providing new employees with a copy of the Electronic Communications Policy Department employees are responsible for: Safeguard log in credentials and not provide them to anyone other than their immediate supervisor if requested. Keeping any unauthorized software from being loaded onto Company equipment. Oxbow 15

20 6.0 PROCEDURES None 7.0 REFERENCES Employee Handbook 8.0 TRAINING REQUIRED None 9.0 RECORDS None Oxbow 16

21 VI. Internet and Social Media Policy Title: Authorizing Manager(s): Internet and Social Media Policy Chief Financial Officer General Counsel Sponsor: Vice President Information Technology Obligated Persons: All employee and consultants of Oxbow Carbon LLC and its subsidiaries. Effective Date: January 1, 2012 Review Date: Annually Version: BACKGROUND Oxbow Carbon LLC and its affiliates (collectively Oxbow ) recognize that the Internet provides unique opportunities to participate in interactive discussions and share information on particular topics using a wide variety of social media, such as Facebook, Twitter, blogs and wikis. However, employees use of social media can pose risks to Oxbow s confidential and proprietary information, network security, reputation and brands. Additionally, it can expose employers to discrimination and harassment claims and can jeopardize the company s compliance with business rules and laws. 2.0 OBJECTIVE The objective of this Policy is to minimize security, business and legal risks, avoid loss of productivity and distraction from employee s job performance and ensure that the company s IT resources and communications systems are used appropriately. 3.0 DEFINITIONS Social Media means any web site or other online means of communication that are used by large groups of people to share information and to develop social and professional contacts. Examples of social media, are, but not limited to, Facebook, Twitter, LinkedIn, YouTube, etc. Confidential Information is any form of data, including but not limited to printed documents, electronic documents, s, texts, pictures, videos, graphs or verbal communications, that can communicate or convey information belonging to the Company. Confidential Information shall not include information which is already publicly available. 4.0 POLICY Employee s use of the internet is primarily to conduct company business and generally should not be used for personal business or any other unauthorized purpose. However, the Company recognizes that employees may have a legitimate personal need to use the internet during work Oxbow 17

22 hours. Employees are expected to practice discretion when using the internet for personal use and should never engage in unlawful or unethical activity during the use of the internet. Employee s use of personal social media during work hours should be limited and infrequent. Employees are expected practice discretion at all times when using social media as statements made in such forums can have legal consequences especially if they relate to employment situations, contain false, derogatory, or slanderous statements against co-workers or supervisors, or contain confidential company information. Use of any social media account to represent the Company, its positions or public statements must be approved by the Director of Corporate Communications POLICY EXCEPTION Any discrepancy or conflict between local laws and Oxbow s policy must be brought to the attention of Oxbow s Legal Counsel for resolution or further escalation as appropriate. Otherwise, Oxbow s policies and standards are applicable in all jurisdictions and locations where Oxbow conducts business. 5.0 RESPONSIBILITIES 5.1. The IT Department is responsible for: Updating and maintaining the Company s internet access, and electronic messaging software and hardware Department Managers are responsible for: Enforcing the Company s Internet and Social Media Policy Company employees are responsible for: 6.0 PROCEDURES None 7.0 REFERENCES Reading and following internet and social media policy. Reporting violations of the internet and social media policy Ensure that use of the internet does not violate the terms of any confidentiality agreement signed by an employee. Ensure that any use of the internet or social media does not result in unlawful harassment. Ensure that use of the internet and social medial does not circumvent policies prohibiting unlawful discrimination against current employees or applicants for employment. Ensure that use of the internet does not violate any law or ethical standard. Employee Handbook (U.S.) Oxbow 18

23 8.0 TRAINING REQUIRED None 9.0 RECORDS None Oxbow 19

24 VII. Alcohol Consumption Policy Title: Authorizing Manager(s): Sponsor: Alcohol Consumption Policy Chief Financial Officer General Counsel Vice President Human Resources Obligated Persons: All employee and consultants of Oxbow Carbon LLC and its subsidiaries. Effective Date: June 15, 2012 Review Date: Annually Version: BACKGROUND Oxbow Carbon LLC and its affiliates (collectively "Oxbow") recognize that an employee's job responsibility may require the entertainment of customers, suppliers or vendors. If an employee chooses to drink alcohol while conducting company business, he or she is expected to do so responsibly, arrive home or at their final destination safely, and adhere to Oxbow's Employee Handbook and all applicable policies regarding alcohol consumption. Driving under the influence (also known as driving while intoxicated, drunken driving, drink while driving, drunk driving, operating under the influence, drinking and driving, or impaired driving, and for purposes of this policy, hereinafter referred to as "DUI") is a criminal offense and is not condoned by the Company under any circumstance. In addition to the requirements of this policy, all employees are required to review and comply with Oxbow's Alcohol and Drug Use Policy, which is set forth in Oxbow's Employee Handbook. 2.0 OBJECTIVE To ensure the safety of Oxbow s employees and non-oxbow employees while drinking alcoholic beverages in an entertainment environment. 3.0 DEFINITIONS Moderate Drinking - limiting how much and how fast you consume alcohol and, as a result, keeping your blood alcohol concentration (BAC) below.055 (.08 is the DUI limit in all states in the U.S.). 4.0 POLICY Employees are never permitted to operate a motor vehicle while under the influence of alcohol. Employees are required to arrange alternative transportation to their final destination. Employees involved in a DUI incident may be subject to civil and/or criminal liability as well as disciplinary action, including immediate termination from Oxbow. The Company will reimburse expenses incurred by an employee to comply with this Alcohol Consumption Policy, including, for instance, taxi fare home or to a hotel (if an employee is traveling) following a business meal as well as taxi fare back to the site of the business meal the following morning in order for an employee to retrieve his or her vehicle. Oxbow 20

25 4.1. POLICY EXCEPTIONS Any discrepancy or conflict between local laws and Oxbow s policy must be brought to the attention of Oxbow s Legal Counsel for resolution or further escalation as appropriate. Otherwise, Oxbow s policies and standards are applicable in all jurisdictions and locations where Oxbow conducts business. 5.0 RESPONSIBILITIES 5.1. Department and Global Function executives are responsible for: Ensuring employees are aware of and have read the alcohol consumption policy. Approving transportation expenses related to fulfillment of the alcohol consumption policy Department employees are responsible for: 6.0 PROCEDURES None 7.0 REFERENCES Monitoring alcohol consumption at events where alcohol is being served. Refraining from operating a motor vehicle if there is any indication that too much alcohol has been consumed to safely operate motor vehicle. Prohibiting co-workers from attempting to operate a motor vehicle if co-worker has consumed too much alcohol to operate a motor vehicle. Oxbow Employee Handbook 8.0 TRAINING REQUIRED None 9.0 RECORDS None Oxbow 21

26 VIII. International Trade Policies A. ANTIBOYCOTT POLICY Title: Authorizing Manager(s): Sponsor: 1.0 BACKGROUND Antiboycott Policy Chief Operating Officer General Counsel SVP, Tax Counsel Director of Compliance Obligated Persons:: All employee and consultants of Oxbow Carbon LLC and its subsidiaries. Effective Date: January 1, 2013 Review Date: Annually Version: 1.1 The U.S. and a number of other governments prohibit direct or indirect participation in certain economic boycotts. For example, U.S. Antiboycott laws have applied to unauthorized boycotts between: China and Taiwan; Ethiopia and Eritrea; Pakistan, Bangladesh and India; and other countries. The U.S. laws and associated regulations require that most requests received by U.S. firms to enter into agreements, furnish information or take actions supportive of such boycotts be reported to the U.S. Government. Currently, the League of Arab States boycott of Israel is the most significant boycott prohibited by the U.S. Government. This boycott of Israel bars the importation of Israeli goods or services into the boycotting Arab States. A secondary aspect of the Arab States boycott precludes dealings with firms or persons in third countries that have been blacklisted by the Arab League Central Boycott Office because of their relationship with Israel. The countries which currently enforce the boycott of Israel and blacklisted parties are: Kuwait, Lebanon, Libya, Qatar, Saudi Arabia, Syria, the United Arab Emirates, Iraq and Yemen. 2.0 OBJECTIVE The objective of this policy is to inform and instruct all Oxbow entities (collectively Oxbow ) of the requirements of U.S. and other national government antiboycott regulations and to identify the responsibilities of various employees to ensure compliance with applicable regulations. Failure to meet such legal requirements may result in the loss of highly valued export and import trading privileges, the loss of government confidence, the loss of Foreign Tax Credits, and/or civil or criminal penalties which may include fines or imprisonment. Oxbow 22

27 3.0 DEFINITIONS Boycott a refusal by a country or an entity to have commercial dealings with another country. It is a form of protest, typically against political policies or other undesirable governmental actions, which generally seeks to punish or coerce the boycotted party. Boycott request - Any verbal or written request or requirement to refrain from commercial dealings with another country, or with entities or individuals that support that country. A boycott request can also be a requirement to comply with or observe local laws, when a local law includes the support of a boycott not supported by the U.S. 4.0 POLICY Oxbow is required to comply with U.S. and other applicable laws and regulations regarding unauthorized economic boycotts. Oxbow may take no action responsive to any boycott request or requirement, including the furnishing of information or entering into agreements, if such action is contrary to U.S. or other applicable law. Oxbow is required to report all boycott-related requests received by Oxbow to the appropriate U.S. or other applicable government agency in the manner specified in the regulations. Conflicts between regulations or laws of nations in which Oxbow operates must be brought to the attention of the Oxbow s Director of Compliance and Oxbow s Legal Counsel for resolution or further escalation as appropriate. Continued or intentional violation of this policy will be considered a violation of Oxbow policy. Audit findings contrary to this policy (both external and internal compliance audits of Oxbow) may include disciplinary action up to and including termination of employment POLICY EXCEPTION Exceptions to this policy will rarely be granted due to the significant risk of noncompliance. Any exception will require proof of a significant effort to achieve compliance, proof of the absence of an effective alternative and sponsorship from the highest level of site/location management requesting the exemption and a final authorization from the Director of Compliance in consultation with the Legal Department. 5.0 RESPONSIBILITIES Any discrepancy or conflict between local laws and Oxbow s policy must be brought to the attention of Oxbow s Legal Department for resolution and/or further internal review as appropriate. Otherwise, Oxbow s policies and standards are applicable in all jurisdictions and locations where Oxbow conducts business The Legal Department is responsible for: Providing guidance, tools, and support to Oxbow entities in connection with compliance with antiboycott laws and regulations; Oxbow 23

28 Providing training to individuals who are responsible for conducting initial screening of boycott requests. (e.g., traders, customer service group members, transportation); Resolving all boycott-related requests received by Oxbow entities; and Filing required antiboycott reporting information with the U.S. Department of Commerce The Tax Department is responsible for: Providing assistance regarding antiboycott rules enforced by the U.S. Department of Treasury; Filing required antiboycott reporting with the U.S. Department of Treasury; Retaining all documentation and records pertaining to its filings of IRS Form 5713 in compliance with applicable recordkeeping requirements under the U.S. Internal Revenue Code; Designating a department antiboycott compliance representative who will participate in annual meetings or training sessions for employees in selected job roles/functions; and Assisting the Legal Department and Compliance in conducting audits of the Company s antiboycott compliance Oxbow affiliates and subsidiaries are responsible for: 6.0 PROCEDURES Ensuring compliance with this policy; Escalating issues related to this policy directly to the Legal Department and Compliance; Implementing and administering training and control procedures to ensure the requirements of this policy are fulfilled. Such procedures should be primarily directed to activities by Oxbow involving countries with heightened levels of boycott activity and countries on the U.S. Department of Treasury list; and Implementing appropriate procedures to ensure transactions that may include boycottrelated requests are submitted to the Legal Department and Compliance for appropriate resolution and reporting. A. Every employee who receives any customer and vendor originated communication, (e.g. , purchase order sales or purchase contract, etc.) whether oral or written, must be screened for the appearance of boycott-related language. B. Any transaction in which suspected boycott-related language is detected must be placed on hold and promptly reported by sending an message to the Director of Compliance for resolution. Reports shall contain the following information: 1) A copy of the request received by Oxbow (e.g., tender, bid invitation, purchase order, letter of credit) and date the request was received. In cases where a copy of the request is not available, a memo stating the reason it is not available shall be submitted. In cases where the request is verbal, a memo summarizing the request shall be submitted. The memo shall capture the wording of the request as closely as possible; Oxbow 24