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Code of Business Conduct and EthicsOur Vision: Delivering energyto improve lives and create abetter world.
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Kinder Morgan Code of Business Conduct and EthicsDear colleagues,At Kinder Morgan, we are committed to doing business the right way, every day. To meet this commitment,our employees and representatives must act with integrity, honesty and respect for people in fulfillingtheir responsibilities to Kinder Morgan. Integrity, coupled with Accountability, Safety and Excellence,as well as the other values expressed in our Code, are the foundation of our Company. Remember:people first, safety always.The Office of The Chairman and the Board of Directors of Kinder Morgan, Inc. (or KMI) adopted andapproved Kinder Morgan’s Code of Business Conduct and Ethics (or Code). Our Company’s Code ofBusiness Conduct and Ethics provides guidance as to how we conduct our business and identifiesresources that are available to help you ensure your actions are consistent with our values. The Codealso provides information on Kinder Morgan’s Ethics Hotline, including how to reach the hotline and theadditional steps in the reporting process.Each of us is required to comply with this Code, Company policies and all applicable laws andregulations. At Kinder Morgan, compliance is not optional – it is every employee’s responsibility. Webelieve acting according to our values is the best way to conduct our business. No one should evercompromise those values to meet financial goals or any other objective.There may come a time when a situation you face is not covered in the Code, or you have a complianceor ethics question or concern. Our goal is to create a work environment where each employee iscomfortable speaking up. We expect and encourage you to ask questions, seek advice, and raise issuesand concerns. Our leaders are required to foster this type of environment, but everyone plays a rolein making it happen. The Ethics Hotline is available if you are not comfortable speaking up in person,wish to remain anonymous or believe your concern has not been properly addressed. There will be noretaliation against anyone who, in good faith, reports a compliance or ethics concern.As you continue in your everyday duties, please remember that maintaining our reputation as a goodcorporate citizen is paramount. We are judged by how we act and what we do. Success can only beattained, and maintained, if each of us is dedicated to upholding our values and the highest possiblestandards of business conduct.Sincerely,Steven J. KeanCEORichard D. KinderExecutive ChairmanKimberly A. DangPresident
Table of Contents» Our Values and CodeDriven By Our Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Purpose of Our Code of Conduct and Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7– Doing Your Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Speaking Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Using the Ethics Hotline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Investigating Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Zero Tolerance for Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11» Employees and the WorkplaceEqual Employment Opportunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Harassment-Free Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Substance Abuse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Social Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Protecting and Using our Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Employment of Family Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Gifts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Outside Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Membership on Outside Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . .– Personal Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Business Opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13131516171920212223232424» Business IntegrityConfidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– What is Confidential Information? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Protecting Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Permissible Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Information Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– What is a Record? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Records Retention and Destruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Governmental Inquiries and Investigations . . . . . . . . . . . . . . . . . . . . . . . . .Accuracy of Records and Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Anti-Corruption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Trade Controls and Sanctions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Fair Competition and Antitrust Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Energy Industry Regulatory Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Government Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .262627282929303031333537383940» Neighbors and CommunitiesOperational Excellence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Operations Management System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .– Environment, Health and Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .External Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Political and Community Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4243444647» Interpretations and WaiversInterpretations and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49Effective: 01/01/2000, Revised: 01/23/2020
OUR VALUES AND CODEDriven By Our Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Purpose of Our Code of Conduct and Ethics . . . . . . . . . . . . . . . 7– Doing Your Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Speaking Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Using the Ethics Hotline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Investigating Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Zero Tolerance for Retaliation . . . . . . . . . . . . . . . . . . . . . . . . . 11ytyitrilgiebtatInnuoccAyteefcanSellecExKinder Morgan Ethics Hotline 866-293-2402
Driven By Our ValuesAt Kinder Morgan, we expect all of our employees to act with integrity, do the rightthing and treat everyone with respect every day. Our core values of Integrity,Accountability, Safety and Excellence, coupled with the other values and principlesdiscussed in this Code, drive every aspect of our business. They are the foundation thathelps us achieve sustained success and create lasting benefits for all our stakeholders:investors and other security holders, customers, employees, business partners,regulators and the communities in which we live and work.We act with Integrity by:» being honest, trustworthy, ethical, respectful and professional» honoring commitments, helping others, taking responsibility for our actions» complying with our Code, Company policies and laws and regulationsWe require Accountability by:» promoting transparency with all of our stakeholders» engaging in structured reviews of our operations and performance» creating and rigorously tracking clear goals and detailed budgetsWe focus on Safety by:» integrating safety into all aspects of our operations» challenging ourselves to beat industry and company incident averages» driving risk reduction and continuous performance improvementsWe strive for Excellence by:» aspiring to be a best-in-class operator and employer» working to protect people and the environment» aligning our interests with the interests of our investors» fostering teamwork, diversity and pride in our work6
Purpose of Our Code of Conduct and EthicsThis Code refers to KMI as Kinder Morgan or the Company. The Code outlines how our values translate into everydaybehavior, establishes high standards of ethical conduct and keeps us working toward a common goal – to be a companydriven by its values. The Code also incorporates Company policies and the laws and regulations we must follow. Wecomply not just because it is required, but because it is the responsible thing to do.The Code cannot address every issue you will face, but your actions should always be consistent with our Company’svalues and expectations. This is essential to maintaining Kinder Morgan’s reputation and yours as well. You should begenerally familiar with the entire Code, even though some sections may be more relevant to your job than others. TheCompany provides numerous resources to help you determine the appropriate course of action. Always seek guidancewhen in doubt about compliance or laws and regulations.In certain sections, you will see a “To Learn More” box with links to additional Company policies on the identified topic.These links are for Kinder Morgan employees and will not work for outside parties.Doing Your PartThis Code applies to Kinder Morgan, its controlled subsidiaries and each entity that they manage, operate or controlfrom time to time, as well as their directors, officers and employees. We expect our consultants, contractors, suppliers,vendors and business partners to adhere to standards of conduct consistent with our Code when conductingCompany-related business activities.You are expected to understand the Code and company policies, and comply with the obligations and responsibilitiesthat apply to you. We are a highly regulated company and your actions in certain instances could expose you to civiland even criminal penalties, including imprisonment. Your compliance efforts can directly affect your performanceevaluation and compensation. In addition to the obligation to comply with this Code and promptly report suspectedviolations, employees may be required to certify periodically that they have read and complied with this Code.Your Responsibilities:»Know and comply with our Code and Companypolicies that apply to your job.»»Leaders’ Responsibilities:»Conduct yourself in an ethical manner and complyfully with all applicable laws and regulations.Create a workplace where employees feelcomfortable asking questions and raising concernsor issues.»Report any concerns or issues promptly, and seekguidance when you are not sure what to do.Exemplify ethical conduct in all of your actions andproactively promote a culture of compliance.»Ensure that no employee is subject to retaliationbecause of a good faith report of a concern or issue.Kinder Morgan Ethics Hotline 866-293-24027
Speaking UpOur values require an environment where every employee feels comfortable seeking guidance and reporting concerns or issues. In this environment, our employees bring questions,issues and concerns to the attention of their supervisors, management and other Companydepartments on a timely basis. Talk to someone if you need guidance on what to do, or if youhave a concern or issue that relates to our business.» In most instances, the best person to talk to will be your supervisor or your HumanResources representative. However, there may be instances where you will not feelcomfortable speaking to your supervisor, or where it makes more sense to go directlyto another Kinder Morgan resource, for example the Legal Department, Internal Auditor our Ethics Hotline.» Some Code topics deal with complicated laws or regulations (for example, InsiderTrading, Fair Competition, Antitrust, Anti-Corruption, Trade Controls and Sanctions).For these areas, it is especially important that you contact the Legal Department.» No matter how or to whom you report your concern, it will be evaluated and investigatedas appropriate.Supervisors must take steps to appropriately respond to an employee seeking guidanceor reporting a concern or issue. Make sure you understand the question, concern orissue and contact the appropriate department to help you respond promptly.Remember:It is always better to seek guidance on the appropriate course of action before doing something that could have serious negative repercussions for you as well as for the Company.When you have a good faith concern or issue, you must raise it as soon as possible andbe prepared to disclose everything you know about it. There will be no retaliation for agood faith report of a concern or issue.Good faith means that the individual providing the information believes that it is true andcomplete. It does not mean that the individual’s understanding of the facts must be correct.Q&AQ:A:If I see a safety issue, but it is not in my area, should I still report it?Yes, if you have a good faith reason to believe that one or more of the following hasoccurred or is occurring, then you are required to promptly report:»»»»any violation of this Code, Company policy or any applicable laws and regulationsany threat to human health, safety or the environmentany hazards, potential hazards, incidents or near missesany fraud or any wrongdoing related to our financial books, records, or internal orexternal reporting8
UsingTitle the Ethics HotlineIf you are not comfortable speaking up in person, wish to remain anonymous, or believe you received an inadequateresponse, you can ask questions or report your concern or issue using the Kinder Morgan Ethics Hotline (Ethics Hotline).» The Ethics Hotline is confidential and available 24 hours a day, 7 days a week at (866) 293-2402, or online throughthe Ethics Hotline links on the Kinder Morgan websites.» The Ethics Hotline is maintained by a third party who will report the information you provide to the appropriatepeople at Kinder Morgan. Whether you report your concern by calling the hotline or going online, you can remainanonymous and still have your matter submitted for review. If you call the Ethics Hotline, tell the operator you wantto remain anonymous and do not provide your name. If you file a report online, choose the anonymous option anddo not disclose your name.Nothing in our Code or our Company’s policies restricts you from reporting potential violations of laws or regulations torelevant government authorities.When you contact the Ethics Hotline:» File a report, without providing your name if you want toremain anonymous.» Provide as much information as possible when reportingyour concern or issue.to properly investigate the claim. Please call or log in fromtime-to-time to see whether there is new information fromthe Company or if more information is needed from you.» Your issue will be communicated to select members of seniormanagement or the Board of Directors as appropriate.» You will be given a code number that will allow you to checkthe status of your matter, ask further questions or respond to » Your issue will be evaluated and timely investigated.questions that are asked of you.» Your issue will be monitored and formally closed when the» Write your code number down. The code number is importinvestigation is complete.ant because the Company may need additional informationQ&AQ:If I contact the Ethics Hotline, will they be able to identify me through caller ID, mycomputer’s IP address or any other identifying factor?A:No, the Company has taken steps to protect your identity.Q:A:Is there anything else I need to do after I make a report?After you make a report, it is essential that you keep your code number and periodicallycheck back by calling the Ethics Hotline or accessing it online. This is particularly importantwhen you have made an anonymous claim. It is the only way the Company can contact youto get additional information, and it will permit you to check the status of the report.Kinder Morgan Ethics Hotline 866-293-24029
Investigating ReportsThe Company will promptly initiate an appropriate investigation into any reportedallegation or suspicion of a violation of this Code, Company policy or a law orregulation. One or more individuals, who are knowledgeable and experienced ininvestigations, and with no conflicting interests, will be assigned to conduct theinvestigation.If the investigation finds a violation, the Company will take appropriate action.Employees who violate our Code, Company policies or any laws and regulationswill be subject to discipline, which could result in termination, even for a first offense.If asked, you must cooperate with a Company investigation. Failure to fully andhonestly cooperate with an investigation is grounds for discipline, up to andincluding termination of employment.Ethics Hotline: 866-293-2402Q&AQ:If I think Kinder Morgan is incorrectly reporting certain revenues, but myco-worker disagrees with me, should I report the issue?A:Yes, if you have a good faith belief that a potential accounting error is occurring,you should report it through one of the avenues listed in the Code.Q:If I file a report and the investigation finds a violation, will the Company tell me whatdiscipline is taken against the violators?A:Generally not. The Company does not usually publicize disciplinary actions.10
TitleZero Tolerance for RetaliationYou should never hesitate to raise a concern about matters related to a legal or compliance issue orethical business conduct. No employee will be disciplined, lose their job or otherwise be subject toretaliation because he or she made a good faith complaint or report to our Company or any appropriategovernmental body about a suspected violation of this Code, accounting issues, other Company policiesor laws and regulations. Good faith means that the individual providing the information believes that it istrue and complete. It does not mean that the individual’s understanding of the facts must be correct.If you believe you or someone else has experienced retaliation, you should contact your Human Resourcesrepresentative, the Legal Department or the Ethics Hotline immediately. Anyone who engages in retaliationagainst an employee who raises a concern or issue will be subject to disciplinary action.Q&AQ:Can I get into trouble if I make a good faith complaint to the Ethics Hotline thatturns out not to be a violation?A:No, retaliation will not be tolerated against an employee who makes a goodfaith report.Q:A:Can I get into trouble if I support somebody else’s complaint of wrongdoing?No, retaliation will not be tolerated whether it is for your own complaint orbecause you supported another person’s complaint. All you need to do is act ingood faith.Kinder Morgan Ethics Hotline 866-293-240211
EMPLOYEES AND THEWORKPLACEEqual Employment Opportunity . . . . . . . . . . . . . . . . . . . . . . . . . 13– Harassment-Free Environment . . . . . . . . . . . . . . . . . . . 13Substance Abuse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Social Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Protecting and Using our Assets . . . . . . . . . . . . . . . . . . . . . . . 17Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19– Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . 20– Employment of Family Members . . . . . . . . . . . . . . . . . . 21– Gifts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22– Outside Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23– Membership on Outside Boards of Directors . . . . . . . 23– Personal Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 24– Business Opportunities . . . . . . . . . . . . . . . . . . . . . . . . . . 24ytyitrilgiebtatInnuocAcyteefcanSellecExKinder Morgan Ethics Hotline 866-293-2402
Equal Employment OpportunityWe believe everyone deserves to work in a safe environment and to be treated withdignity and fairness. We are committed to bringing out the full potential in each of us,which in turn, contributes directly to the Company’s business success. Accordingly,we make all employment-related decisions based on a person’s abilities, achievements,experience and performance. In addition, Kinder Morgan seeks and values diversity.We will provide a workplace free of discrimination or harassment based on:-RaceColorReligionGenderSexual orientationPregnancyFamily status- Gender identificationand expression- National origin- Ancestry- Citizenship status- Age- Physical or mental disability-Medical conditionMarital statusMilitary or veteran statusGenetic informationStatus as an individual authorizedto work in the U.S. or Mexico- Any other status protected by lawHarassment-Free EnvironmentYou are expected to be courteous, polite, respectful and professional to all of your fellowemployees, as well as our customers, partners, vendors and suppliers. We will not tolerateabusive, threatening, offensive or intimidating conduct that harms a person’s ability to do hisor her work or otherwise affects the terms and conditions of his or her employment. Similarly,we have a zero tolerance policy regarding threats or actual acts of violence.Any employee who feels threatened, harassed or discriminated against, or who witnessesthreatening, harassing or discriminatory conduct, must report the incident to his or hersupervisor, Human Resources representative or the Ethics Hotline. Kinder Morgan will notretaliate against a person who makes a good faith complaint of discrimination or harassment.To Learn More:» Human RightsStatementQ&AQ:A:I think my supervisor is harassing me. What should I do?Q:One of my co-workers talks about sex a lot and asks me questions about my private life. I don’twant to get my co-worker into trouble, but it makes me uncomfortable and I just want it to stop.Should I report it?A:Kinder Morgan expects employees to be respectful and professional in all their communications.If you feel comfortable doing so, you can ask the co-worker to stop or ask your supervisor forassistance. If you do not feel comfortable, or if you do ask and the behavior doesn’t stop, youshould talk to your Human Resources representative or contact the Ethics Hotline. The importantthing to know is that you are entitled to a workplace free from behavior that violates ourharassment policy, and the Company will take action to stop such behavior.You should immediately talk with your Human Resources representative or a Human ResourcesVice President. If you don’t feel comfortable speaking with one of these individuals, contact theEthics Hotline.13
Equal Employment OpportunityBoth employees and supervisors have important obligations regarding harassment or discrimination in the workplace.Employee Obligations:»»»»TREAT each person with respect withoutregard to their race, gender, age, nationalorigin, religion, gender preference, sexualorientation or other protected class.REFRAIN from engaging in threatening,abusive, harassing or discriminatoryconduct in violation of this Code or anyCompany policy.Supervisor Responsibilities:»Be AWARE of and proactively ADDRESSissues or potential issues in the workplace,with the help of Human Resources.»TIMELY respond to concerns or issuesraised by employees and report them toHuman Resources.»ENSURE that complaints are investigatedin a fair, complete and impartial mannerand that any necessary follow-up actionis taken promptly.»GUARD against retaliation by managementor co-workers toward any person whoraises a complaint, objects to an action orparticipates in an investigation.REPORT any policy or Code violation andCOOPERATE with any Companyinvestigation.NEVER retaliate against a person whomakes a complaint, objects to an action orparticipates in an investigation.Kinder Morgan Ethics Hotline 866-293-240214
SubstanceAbuseTitleWe promote a positive work environment where all employees can perform their duties ina safe and productive manner, free from the harmful effects of drugs or alcohol. Therefore,we have zero tolerance with respect to the use, possession or sale of illegal or unauthorizeddrugs or alcohol in the workplace. If an employee tests positive for drugs or alcohol, asdefined in our policies, the employee will be terminated, except where prohibited by law.Employees must report to their supervisor any legal prescription or over-the-counter druguse that may impact their work performance. Employees may not work while taking drugsthat may cause safety or performance problems.An employee may voluntarily seek counseling or rehabilitation for a drug or alcohol problemand may be given leave, if necessary, for treatment. However, all active employees are subjectto being tested for drugs or alcohol, and positive results will result in discipline without regardto any rehabilitation program.Q&AQ:My doctor prescribed a drug that may cause drowsiness and cautioned againstoperating machinery while taking the drug. My job requires me to drive a Companyvehicle. Should I tell someone at Kinder Morgan about the medication?A:Yes, you must discuss the situation with your supervisor before operating the vehicle.You may be restricted from driving or even working until we understand the effect themedication will have on you. You do not, however, need to provide specific diagnosis orother medical information related to the prescription to your supervisor.Q:A:What are illegal or unauthorized drugs?Q:A:Can an employee avoid a drug test if he or she self-identifies a substance abuse problem?Illegal or unauthorized drugs include all forms of depressants, hallucinogens, narcotics,stimulants, inhalants and other drugs whose possession, transfer or use is restricted orprohibited by law.No, if the employee is in the workforce, that employee is subject to testing under the drugand alcohol testing policy.15
Social MediaWe know that many employees use social media. When you are identified on social media as a Kinder Morganemployee, we expect you to uphold the Company’s values. It is important for you to understand that your onlineposts are not anonymous and may affect the Company’s reputation. In certain instances, your social media postsmay be subject to the Code and Company policies.For example:» You may not use social media to harass, threaten or discriminate against co-workers in violation of ourdiscrimination and harassment policies.» You may not defame the Company, customers, competitors, elected officials or regulators.» You may not share the confidential information of the Company, our business partners, vendorsor customers.Q&AQ:A:What do we consider social media?The definition of social media is very broad and ever-changing. Typically, it is any web-based communications tool (website or app) that enables people to interact with each other by sharing and consuminginformation. Some examples of social media tools are Facebook, Twitter, Instagram, LinkedIn, Snapchat,Flickr, Google , GroupMe, YouTube, Reddit, Wikis, Pinterest, Tumblr or WordPress (or any other blog tool).Q:I saw a Facebook post by a Kinder Morgan employee that contained a customer’s non-public contractpricing information. Isn’t this a violation of the Company’s social media policy?A:Yes, it is. It also violates the Company’s confidential information policy. This type of information isconfidential, and
as well as the other values expressed in our Code, are the foundation of our Company. Remember: people first, safety always. The Office of The Chairman and the Board of Directors of Kinder Morgan, Inc. (or KMI) adopted and approved Kinder Morgan's Code of Business Conduct and Ethics (or Code). Our Company's Code of
