At LINN, we are committed to conducting business in an ethical, honest and responsible manner because it is the right thing to do. To guide our ethical business practices, we maintain robust policies and procedures and follow laws, rules and regulations applicable to LINN’s business operations.
Here at LINN, we pride ourselves on acting with integrity, honesty and respect. Accordingly, all LINN team members are required to follow LINN’s Code of Business Conduct and Ethics (the “Code”).
LINN believes participating in the American electoral process is critical to preserving our robust democracy. In line with our Code, we engage in the public policy arena with integrity and honesty. We comply with all applicable legal and regulatory obligations, including providing transparency to the Company’s investors and other stakeholders.
Executive Leadership
The experience of LINN’s executive leadership team in the oil and gas industry spans many decades. Their combined experience in oil and gas operations and finance, as well as technical and support functions, equips them to make decisions that are in the best interest of LINN and our stakeholders. For more information on LINN’s executive leadership team, please see our Leadership page.
Board of Directors
The Board of Directors (the “Board”) independently oversees the affairs of LINN. The Board is composed of highly qualified individuals with the proven knowledge, experience and skills to best develop and supervise the strategic vision of the Company. Our Board has standing Audit, Compensation, Nominating and Governance Committees. For more information on LINN’s Board, please see our Leadership page.
Board Committees
The Audit Committee assists our Board in the general oversight of our financial reporting, internal controls, audit functions and oil and gas reserves. The Audit Committee also is directly responsible for the appointment, retention, fees and oversight of the work of our independent public accountant. For more information on LINN’s Audit Committee, please see our Governance page.
The Compensation Committee approves the compensation arrangements for our senior management and Board members. The committee also approves and administers any compensation plans for our officers and directors, including the granting of equity awards or other benefits. It reviews and discusses with our management the Compensation Discussion Analysis as well as oversees the report on executive compensation to be included in the annual proxy statement. For more information on LINN’s Compensation Committee, please see our Governance page.
The Nominating and Governance Committee develops criteria, recruits and recommends candidates for election to our Board. It also develops and recommends corporate governance guidelines to our Board and assists it in implementing the guidelines. The committee also leads our Board in its annual review of the performance of the Board and its committees. For more information on LINN’s Nominating and Governance Committee, please see our Governance page.
The Conflicts Committee is an ad hoc committee that is convened to examine and resolve potential conflicts of interest that may occur during LINN’s business dealings. For more information on LINN’s Conflicts Committee, please see our Governance page.
The underlying principles of the Code are:
- Be honest and act with integrity.
- Comply with the law and applicable regulatory requirements.
- Avoid conflicts of interest.
- Deal fairly and treat others with respect.
- Report Code violations when you see them.
LINN is committed to being a responsible corporate citizen and this Code is an important part of that commitment. Additionally, every Master Service Agreement incorporates acknowledgement of our Code and our desire to operate in accordance with it. LINN requires that team members and contractors comply with all laws, rules and regulations that are relevant to the operation of LINN’s businesses and his or her specific position. If there is any confusion regarding the Code, or if there are issues not explicitly addressed in its contents, team members are encouraged to speak with their supervisor or manager, the Human Resources department or the Legal department. For more information on LINN’s Code of Business Conduct and Ethics, please see our Governance page.
The Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Accounting Officer and all other senior financial and accounting officers must not only follow the Code but must also abide by the LINN’s Code of Ethics for Chief Executive Officer and Senior Financial Officers. For more information on the Code of Ethics for Chief Executive Officer and Senior Financial Officers, please see our Governance page.
Compliance Committee
LINN has an internal Compliance Committee that is tasked with managing the Company’s compliance procedures. The Committee meets quarterly to assess and address LINN’s compliance needs as well as to set up an annual training schedule for employees. To assist employees in becoming familiar with the laws applicable to their area of responsibility, the Company provides regular in-person information and training sessions, online trainings and periodic Company communications. Employees are required to participate in all relevant trainings and re-certifications.
In addition to the Code of Conduct training during employee onboarding and annual re-certifications, the Compliance Committee organizes other trainings on issues such as business gifts, records management and retention, drug-free workplace and mobile communications. LINN also regularly disseminates communications and maintains a Compliance and Ethics webpage on the Company’s intranet in order to make Ethics and Compliance accessible to all employees.
Reporting Mechanisms
The Company provides two mechanisms by which concerned parties can report violations — either via a toll-free ethics hotline or by postal mail. Once a report has been filed, LINN’s General Counsel routes it to the appropriate internal staff to conduct an investigation. Any reported violation is investigated confidentially, subject to legal requirements. Those who violate the Code will be subject to disciplinary action up to and including termination of employment.
LINN also has whistleblower protections in place. We encourage workers, contractors and other interested parties to file good-faith complaints and we require them to cooperate with investigations. We do not tolerate retaliation against parties who make good-faith complaints based on the reasonable belief that the information they give is true. LINN also does not tolerate retaliation against those who supply information to assist investigations. The Company counsels any subject(s) of any complaint(s) to not retaliate nor seek out the person who made the complaint. Retaliation can be grounds for termination of employment.
The General Counsel/Corporate Secretary maintains a log of all complaints, tracks their receipt, oversees the investigation and resolution process and prepares a periodic summary report. Copies of the complaints are maintained in accordance with LINN’s record management and retention policy. LINN’s General Counsel provides quarterly reports to the Nominating and Governance Committee on the ethics and compliance issues relevant to the Company.
Risk Management
LINN has an Enterprise Risk Management (“ERM”) Committee that is composed of the Company’s General Counsel/Corporate Secretary and members of senior management across all functions of the Company. The ERM Committee is tasked with coordinating LINN’s risk oversight efforts to validate the appropriate protection and preservation of our employees, financial integrity and physical assets. The ERM Committee also verifies that sound policies, procedures and practices are in place for the enterprise-wide management of LINN’s material risks and provides regular reports to the Board.
The ERM Committee regularly evaluates potential Company risks and, with the assistance of Company subject matter experts and external consultants, explores possible solutions to mitigate those identified risks.
LINN’s General Counsel/Corporate Secretary routinely presents the Company’s risk exposures to the Board. The Board provides oversight of LINN’s major risk exposures and monitors the steps management has taken to track and manage these vulnerabilities. The Board also consults with its Compensation Committee to discuss LINN’s major risk exposures and to determine whether it is exposed to material risks due to its remuneration policies and practices.
Political Law Compliance
LINN regularly consults with legal counsel in order to maintain complete compliance with all relevant federal, state and local laws and regulations on such issues as U.S. campaign finance, lobbying, gifts and entertainment. Additionally, the Company has outlined specific guidelines to instruct employee representation and participation in trade associations.
Corporate Political and Political Action Committees (“PAC”) Contributions
LINN annually discloses our corporate political and PAC contributions and donations to state and local ballot measure committees and other organizations sanctioned under Section 527 of the U.S. Internal Revenue Code.
Independent Expenditures
LINN has not made any direct independent expenditures through corporate or PAC funds on behalf of candidates running for public office. If, in the future, the Company chooses to make independent expenditures, detailed accounts of these contributions will be disclosed in our annual political contribution reports.
Trade Association Memberships
LINN is an active member of various industry and trade groups organized under Section 501(c)(6) of the U.S. Internal Revenue Code. While it is not the primary reason for our membership, some of these associations engage in advocacy efforts that can have an effect on our industry, including lobbying for sound and responsible legislative solutions that advance LINN’s business goals and interests.
Other Tax-Exempt Organizations
LINN periodically supports social welfare organizations, including those organized under Section 501(c)(4) of the U.S. Internal Revenue Code.
