Unocal Corporation's commitment to ethical and lawful
business conduct is a fundamental shared value of our board of directors,
management and employees and critical to the company's success. Our standards
for business conduct provide that we will uphold ethical and legal standards
vigorously as we pursue our financial objectives, and that honesty and
integrity will not be compromised by Unocal anywhere at any time. Consistent
with these principles, Unocal's board has adopted this Code of Conduct as a
guide to the high ethical and legal standards expected of its members. Guidelines
performing their board and board committee functions, our directors will:
- Act diligently, openly, honestly and in good faith.
- Provide leadership in advancing the company's Vision,
Values and Guiding Principles.
- Discharge their duties, as members of the board and of
any board committees on which they serve, in accordance with their good
faith business judgment and in the best interests of the company and its
- Become and remain familiar with Unocal's business and
the economic and competitive environment in which the company operates and
understand Unocal's principal business plans, strategies and objectives;
operational results and financial condition; and relative marketplace
- Commit the time necessary to prepare for, attend (in
person or telephonically, as appropriate) and actively participate in
regular and special meetings of the board and of the board committees on
which they serve.
- Inform the chairman of the board and the chairman of
the Board Governance Committee of changes in their employment, other board
positions, relationships with other business, charitable and governmental
entities, and other events, circumstances or conditions that may interfere
with their ability to perform their board or board committee duties or
impact the board's assessment of whether they meet the independence
requirements of the New York Stock Exchange and the Securities and
- Not enter into, without the prior approval of the
disinterested members of the board, any transaction or relationship with
Unocal in which they will have a financial or personal interest (either
directly or indirectly, such as through a family member or other person or
organization with which they are associated), or any transaction or
situation which otherwise involves a conflict of interest.
- Maintain the confidentiality of all material non-public
information about Unocal, its business and affairs.
- Abide by all applicable laws and regulations and
Unocal's Insider Trading Compliance Program.