Code of Business Conduct and Ethics

 

Introduction | Assets and resources | Competition laws | Compliance with laws, rules and regulations | Confidential information | Conflicts of interest | Corporate opportunities | Disclosure policies and controls | Environmental protection | Equal employment opportunity | Fair dealing | Financial records | Insider trading | Intellectual property | Payments to or lobbying of public officials | Political contributions | Transnational business | Workplace safety | Amendments and waivers | Policy enforcement | Reporting violations

Introduction

At Georgia-Pacific, our core values are the cornerstone of everything that we do. Because of these values, it is our policy to conduct business in a manner consistent with the highest ethical standards and in compliance with both the letter and the spirit of the law. Our adherence to our values and this policy is key to maintaining and building upon Georgia-Pacific's reputation for excellence and integrity.

The provisions of this Code of Business Conduct and Ethics apply to all representatives of Georgia-Pacific and its direct and indirect subsidiaries, regardless of location, including directors, officers and employees. In addition, other persons may be subject to the provisions of this Code by contract or agreement when engaged by or otherwise representing Georgia-Pacific and its interests.

This Code sets out the basic principles that guide us in conducting the company's business and explains our legal and ethical responsibilities. It is not intended to address every specific situation or cover every issue that may arise, but rather, to provide guidance to assist representatives of the company in recognizing and dealing with policy and ethical issues, reporting violations of this Code and maintaining a culture of honesty and accountability.

This Code is supplemented by other corporate policies, including the policies posted on the Georgia-Pacific Intranet, and other divisional or departmental policies. Each representative of Georgia-Pacific is expected to understand and conduct business in conformity with the provisions of this Code and other applicable corporate policies. It is also each representative's responsibility to report to the company any situation in which these policies are being violated. If you find yourself in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described under the section entitled "Reporting Violations."

The company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment for reporting, lawfully and in good faith, violations or suspected violations of this Code.

Any violation of this Code or other corporate policies by employees will result in appropriate disciplinary action, up to and including termination of employment. Violations of this Code by an employee may also be violations of law and may result in civil or criminal penalties for the employee, the employee's supervisors and/or the company. Any violation by nonemployees who are subject to this Code will result in appropriate actions that may include termination of the relevant business arrangement and/or criminal prosecution.

All employees should understand that this Code does not modify their employment relationship with Georgia-Pacific, whether at will or governed by contract. This Code is not intended to confer any special rights or privileges upon any individuals, provide greater or lesser rights than those provided under applicable U.S. or non-U.S. laws, rules and regulations, or entitle any person to remain employed by Georgia-Pacific or any of its subsidiaries.

Assets and resources

We all have an obligation to safeguard company assets and resources and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the company's profitability. We also have an obligation to protect the assets and resources of others with which we are entrusted. Assets and resources include equipment and vehicles, computers, software, confidential and proprietary information and company time. Confidential and proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business and marketing plans, customer and supplier lists, engineering and manufacturing ideas, research and development data, designs, databases, records, employee information and any unpublished financial data and reports.

The unauthorized use, distribution or disposition of these assets or resources violates this Code and could result in civil or criminal penalties or other liabilities. Any suspected waste, misuse, destruction or theft of these assets or resources, or any related improper or illegal activity, must be reported to the company. Please refer to the sections entitled "Confidential Information" and "Intellectual Property" for additional guidance.

Competition laws

Georgia-Pacific's policy is to comply with all applicable antitrust and competition laws. The purpose of the antitrust and competition laws of the United States and many other countries is to preserve and promote competitive economic environments in which free enterprise can flourish. Georgia-Pacific's insistence upon full compliance with antitrust and competition laws is based both on a desire to stay within the bounds of applicable law and on a conviction that free competitive economies are essential to the welfare of Georgia-Pacific and the countries in which we operate. Each employee, officer and director is obligated to understand and observe the Georgia-Pacific Antitrust Compliance Policy, which is posted on the Georgia-Pacific Intranet.

The costs of antitrust investigations and litigation can be enormous. In the U.S., many federal antitrust offenses are felonies, and violations may subject the company to fines in excess of $10 million, to injunctions restricting otherwise lawful acts and to treble damage claims in private lawsuits in amounts that could potentially bankrupt the company. Company representatives who participate in unlawful antitrust conduct also may be prosecuted individually and upon conviction sentenced to prison terms of up to three years and fines in excess of $350,000 for each violation. Mandatory sentencing guidelines now practically assure that any individual so convicted will serve time in prison.

Compliance with laws, rules and regulations

Obeying the law, both in letter and in spirit, is the foundation on which our ethical principles are built. The laws of many jurisdictions may impact a Georgia-Pacific operation. These laws include not only those of the United States and of the country in which the operation is located, but those of other countries in which the operation conducts business. We must comply with all laws and governing rules and regulations of the countries, states and local jurisdictions in which we conduct business, and must not assist any third party in violating any such laws, rules or regulations. Though not all employees are expected to know the details of all of these laws and governmental rules and regulations, you are responsible for seeking advice from supervisors, managers or other appropriate personnel to determine those laws, rules and regulations that apply to your position and what is required for compliance with them. All illegal activities or conduct are prohibited whether or not they are specifically set forth in this Code.

Georgia-Pacific always seeks to cooperate fully with governmental investigations. Generally, the Law Department must coordinate such activities. If you are subpoenaed or contacted in any way by any U.S. or non-U.S. federal, state or local regulatory or law enforcement agency, or in connection with any court proceeding, you should contact Georgia-Pacific's:

Corporate Safety Department with respect to Occupational Safety and Health Administration (or similar) matters;

Corporate Equal Employment Opportunity Department with respect to Equal Employment Opportunity Commission and Office of Federal Contract Compliance Program (or similar) matters; and

Law Department with respect to all other matters.


You should not respond to any governmental authority or subpoena until you have had an opportunity to consult with the Law Department. Georgia-Pacific will not tolerate retaliation of any kind against anyone for lawfully providing to the company or any law enforcement or other governmental agency any information or assistance relating to the violation of any law, rule or regulation applicable to the company.

Confidential information

All employees are required to protect Georgia-Pacific's confidential information and the confidential information of our customers and suppliers. During the course of your employment, you may learn trade secrets or other confidential or unpublished information relating to our businesses, operations, research or technology or financial information, or that of our customers or suppliers. Confidential information includes all non-public information that might be of use to competitors, or harmful to us or our customers or suppliers, if disclosed. Confidential information also includes personnel information, whether it be compensation, home addresses, social security numbers or other personal data, medical information, reasons for termination or any other employment matter.

As a representative of Georgia-Pacific, you must learn and follow the company's procedures for privacy and data protection and take reasonable steps to comply with all related laws, rules and regulations. You must maintain the confidentiality of information entrusted to you, both during and after your employment with the company, except when disclosure is authorized by the Law Department or required by law. Under no circumstances may you use or disclose such information for an improper purpose or personal gain. You must not disclose any employee information to any third party unless required by law, and you must not disclose such information to anyone else in the company other than those with a demonstrated "need to know."

From time to time, we gather information about the markets in which we do business, including information about our competitors and their products and services. Georgia-Pacific is committed to gathering this information honestly and ethically. We do not use, and you are prohibited from using, improper means to obtain competitive information. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies, is prohibited. In general, you should only accept from sources outside the company information that is released through normal, publicly accessible channels. Please refer to the sections entitled "Competition Laws" and "Intellectual Property" for additional guidance. Employees may not sign or enter into confidential disclosure agreements on behalf of Georgia-Pacific without approval of the Law Department.

If you are ever unsure about what to do regarding the receipt, disclosure or handling of confidential information, you should consult with your supervisor or manager, or:

your human resources representative with respect to employee information;

the Corporate Controllers Department with respect to financial information;

the Information Technology Department with respect to information resources policies and practices; or

the Law Department, with respect to all other matters.

 

Conflicts of interest

Conflicts of interest can occur when our personal activities or financial affairs interfere--or even appear to interfere--with our responsibility to act in the best interests of Georgia-Pacific. A conflict situation can arise when a representative of the company takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest also can arise when a representative, or members of his or her family, receives improper personal benefits as a result of his or her position in the company.

Generally, employees and officers may not serve as officers, directors, partners or consultants of, or work for, a supplier, customer or competitor of Georgia-Pacific, though certain officers and key employees may be allowed to serve as an officer or director of another organization upon written approval from the General Counsel or the Chief Executive Officer of Georgia-Pacific. Georgia-Pacific may at any time rescind prior approvals in order to avoid a conflict or the appearance of a conflict of interest for any reason deemed to be in the best interest of the company. You also must avoid personal situations that might reasonably be construed as conflicts of interest. You should not have any position with, or substantial interest in, any business enterprise operated for profit, the existence of which would conflict or might reasonably be supposed to conflict with the proper performance of your company duties or responsibilities, or which might tend to affect your independence of judgment with respect to transactions between the company and such business enterprise. You may not loan or borrow money or accept monetary gifts from individuals or organizations that do business or compete with Georgia-Pacific. Please refer to the section entitled "Fair Dealing" for additional guidance.

The foregoing are only some of the areas in which real or apparent conflicts of interest may arise. Various business divisions or departments have specific policies regarding conflicts of interest. Moreover, conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your supervisor or manager or the Law Department.

Members of Georgia-Pacific's Board of Directors have special responsibilities regarding conflicts of interest because our directors are prominent individuals with substantial other responsibilities. To avoid conflicts of interest, directors are expected to disclose any personal, business or other interests that they may have in a transaction upon which the Board passes and to recuse themselves from participation in any decision in which there is a conflict between such interests and the interests of Georgia-Pacific. The Board of Directors of Georgia-Pacific, or a duly authorized committee of the Board, resolves any conflict of interest question that involves an executive officer of the company.

Corporate opportunities

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of company assets, resources or their positions with the company, or using such assets, resources or position for personal gain, without the prior written approval of the General Counsel or the Chief Executive Officer of Georgia-Pacific or, in the case of executive officers or directors, of the Board of Directors of the company. No employee, officer or director may compete with the company directly or indirectly. Employees, officers and directors owe a duty to the company to advance its legitimate interests when the opportunity to do so arises.

Disclosure policies and controls

As a public company, Georgia-Pacific must disclose to the United States Securities and Exchange Commission, current security holders and the investing public certain required information, and any additional information that may be necessary to ensure that the required disclosures are not misleading or inaccurate. The disclosure process is designed to record, process, summarize and report in a timely manner material information as required by all applicable laws, rules and regulations. We all are required to participate in the disclosure process, which is overseen by the Chief Executive Officer and Chief Financial Officer, by providing necessary information to appropriate personnel to assure that the company's public reports are complete, fair and understandable. Please refer to the section entitled "Financial Records" for additional guidance.

Financial professionals bear a special responsibility for promoting integrity throughout Georgia-Pacific. The Georgia-Pacific Code of Ethics for Senior Financial Officers applies to the Chief Executive Officer, Chief Financial Officer and Vice President and Controller. The Code of Ethics for Senior Financial Officers is posted at http://www.gp.com/center/governance/.

Environmental protection

It is Georgia-Pacific's policy to operate its facilities in compliance with applicable environmental laws, regulations and permits. This includes those governing the control, transportation, storage and disposal of regulated materials as well as air emissions, wastewater, solid waste, hazardous waste and storm water. An internal audit program has been implemented to monitor compliance with this policy. In addition, each facility is expected to operate in accordance with all applicable environmental principles established by the American Forest & Paper Association, as well as applicable governmental regulations, including federal, state and local laws, rules, regulations and permits.

We are all responsible for performing our individual job functions in accordance with the company's environmental policies. Georgia-Pacific will not tolerate the falsification of data or the reporting of false information regarding environmental compliance to government agencies or within the company. Each representative of Georgia-Pacific must respond promptly and professionally, in accordance with applicable procedures, to any potential threat to human health or the environment from the company's operations. Each representative of Georgia-Pacific also is required to bring to the company's attention any violation of environmental law or Georgia-Pacific environmental policies.

Equal employment opportunity

It is Georgia-Pacific's policy to provide equal opportunity in all aspects of employment. We forbid discrimination on account of age, race, sex, color, religion, national origin, disability, sexual orientation, veteran status or any other unlawful basis. We also forbid verbal or other conduct that disparages any individual or group on account of race, sex or any other unlawful factor or that contributes to a racially, sexually or otherwise unlawfully offensive, intimidating or hostile working environment. All forms of such conduct are prohibited, whether in the form of pictures, cartoons, teasing, jokes, e-mail, epithets, name-calling, gestures, unwanted physical contact or other behavior that is offensive or disparaging on the basis of race, sex or other unlawful factor.

Every employee, officer and director is required to follow our policy against unlawful discrimination and harassment and to bring to the company's attention any action that does not comply with that policy or our commitment to equal employment opportunity. Supervisors and managers must be watchful for any signs that our policy is not being followed and must see that any possible violations are immediately referred for investigation, whether or not there has been a formal complaint. Each employee, officer and director is obligated to understand and comply with the company's Human Resources Employment Policy, which is posted on the Georgia-Pacific Intranet.

Fair dealing

Each employee, officer and director should endeavor to respect the rights of and deal fairly with the company's customers, suppliers, competitors and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

You must select and deal with those who are doing, or seeking to do, business with the company in a completely impartial manner, without any considerations other than the best interests of Georgia-Pacific and the requirements of applicable law. In the context of business entertainment and gifts, this means that you must adhere to the principle that such activities are intended only to create goodwill and sound working relationships, not to gain or provide an unfair advantage. No gift or entertainment should ever be offered, given, provided or accepted by any representative of Georgia-Pacific, or any family member of such representative, unless it:

is not a cash gift or gift certificate;

is consistent with customary Georgia-Pacific business practices;

cannot reasonably be construed as a bribe or payoff; and

does not violate any laws or regulations.


Please discuss with your supervisor or manager any gifts or proposed gifts that you are not certain are appropriate. Any appearance of impropriety must be avoided. Prior disclosure to your supervisor, and approval by your facility manager or operating staff officer who is not participating in the provision or receipt of a gift, entertainment or favor, are required for offering or accepting gifts or gratuities beyond common courtesies involving gifts or gratuities of nominal value.

Marketing practices related to giving of gifts differ from business unit to business unit; however, under no circumstances may improper or illegal payments be made, directly or indirectly, to induce action by a business or commissions or may other compensation be given to employees of customers or their family members or associates. Occasionally, opportunities to enhance or maintain important business relationships through attendance at more exclusive functions are presented to senior officers of the company. Attendance at these functions may be permitted or even encouraged by the company, based on the specific customer, supplier or other business relationship.

Rules for dealing with federal, state and local governments differ from those dealing with other customers. Please refer to the sections entitled "Competition," Transnational Business," "Payments to or Lobbying of Public Officials" and "Political Contributions" for additional guidance.

Financial records

Georgia-Pacific has established and maintains a high standard of accuracy and completeness in its financial records. These records serve as the basis for managing the company's business, for measuring and fulfilling the company's obligations to shareholders, employees, customers, suppliers and others, and for compliance with tax and financial reporting requirements.

In the preparation and maintenance of records, all employees must:

record and report information accurately and honestly;

comply with Georgia-Pacific's accounting standards, practices and controls, and, if involved in the preparation of the company's financial statements, do so according to generally accepted accounting principles;

never establish any undisclosed or unrecorded funds or assets for any purpose; and

sign only those documents believed to be accurate and truthful.


Any questions regarding compliance with Georgia-Pacific's accounting policies should be directed to the Corporate Controllers Department.

All representatives of Georgia-Pacific are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. All representatives also are prohibited from directly or indirectly manipulating an audit, or improperly influencing the work of Georgia-Pacific's internal or external auditors, and from destroying or tampering with any record, document or tangible object with the intent to obstruct a pending or contemplated audit, review or governmental investigation. Destroying or altering documents with the intent to obstruct a pending or anticipated official government proceeding is a criminal act and could result in large fines and a prison sentence of up to 20 years. Document destruction or falsification in other contexts could result in a violation of the federal securities or obstruction of justice laws.

Business records, including e-mail, internal memoranda and formal reports, should always be retained or destroyed in accordance with the company's Records Management Policy, which is posted on the Georgia-Pacific Intranet. In accordance with this policy, in the event of litigation or governmental investigation, please consult the Law Department for specific guidance.

Insider trading

Federal laws prohibit your use of "inside information" about the company, or inside information about any other company obtained by you as a Georgia-Pacific employee, for stock trading purposes (which includes exercising stock options or changing investment elections with respect to any Georgia-Pacific Stock Fund under your 401(k) or Savings Plan) or for any other purpose, except the lawful conduct of the company's business. You could be held liable even if your reasons for trading were unrelated to the inside information of which you were aware. These laws also prohibit you from disclosing inside information to any other person so that they may trade or tip others to trade in a company's stock.

"Inside information" may take many different forms and is broadly defined as any material nonpublic information about a company. All nonpublic information about Georgia-Pacific should be considered inside information. Information is considered to be "nonpublic," unless it has been publicly disclosed and adequate time has passed for securities markets to digest the information (generally, two business days). Some examples of inside information include unannounced financial results and operational plans, as well as nonpublic information about acquisitions, divestitures, new products or inventions, major contracts, expansion plans, financing transactions, major management changes and other significant corporate developments.

To use nonpublic information for personal financial benefit or to tip others who might make an investment decision on the basis of the information is not only unethical, but also illegal. To assist with compliance with laws against insider trading, Georgia-Pacific has adopted a specific policy governing employees' trading in securities of the company-the Policy Regarding Inside Information and Trading in Stock-which is posted on the Georgia-Pacific Intranet. If you have any questions regarding the policy, contact the Law Department.

Intellectual property

Each of us is responsible for the proper handling of all Georgia-Pacific intellectual property under our control. This includes all names, logos, trademarks, patents, patentable or non-patentable improvements, designs or technologies, service marks, copyrights and software. Georgia-Pacific values its long-held intellectual property, as well as new product and business ideas, concepts and other information we produce. When we do not identify or otherwise protect this intellectual property, Georgia-Pacific risks losing rights to it and the competitive advantages that it offers. Protect intellectual property from illegal or other misuse by making sure it is affixed with or identified by appropriate trademark, service mark, copyright notice or patent markings.

In the course of your employment, you sometimes may receive or develop information, practices, methods or inventions. You must assign any and all such creations to Georgia-Pacific to the extent permitted by law, whether such creation consists of patentable or non-patentable improvements, designs or technologies, written materials, programs or other works. In other cases, you may develop inventions or create original works that are not part of your specific job-related responsibilities, but that arise from information or resource that are available to you in connection with your employment. Creations involving company information or processes, whether or not patentable or protectable by copyright, trade secret or trademark, belong to Georgia-Pacific.

We are also responsible for respecting and honoring the intellectual property of others. We have agreements in place that grant employees permission to make use of copyrighted works under certain conditions, provided that the limitations of those agreements are followed. For more detailed information regarding any of these matters, please refer to the company's Information Technology Policy, Software Compliance Policy and other related policies, each of which is posted on the Georgia-Pacific Intranet.

Payments to or lobbying of public officials

Contacts with or gifts to public officials are subject to an expanding body of laws, rules and regulations. Failure to observe these restrictions can result not only in loss of contract work and revenue, but in civil and/or criminal penalties as well. As a result, all contacts with or gifts to public officials should be approved in advance by your regional government affairs manager. It is strictly prohibited to make illegal payments to public officials of any country. Please refer to the sections entitled "Competition," "Transnational Business" and "Political Contributions" for additional guidance.

Lobbying activity generally includes attempts to influence the passage or defeat of proposed legislation, and it may trigger registration or reporting requirements. The federal government, and many state governments, extend the definition of lobbying activity to cover efforts to influence formal rulemaking or other agency actions, including the decision to enter into a contract. In the United States, lobbying activities on behalf of Georgia-Pacific require approval of your regional government affairs manager. Outside the United States, lobbying activities should be pre-cleared by the company's government affairs office in Washington, DC.

It is your responsibility to learn and comply with the applicable rules when dealing with a government agency. If you have questions or concerns about dealing with a government agency, consult with your regional government affairs manager, the company's government affairs office in Washington, DC or the Law Department before taking any action.

Political contributions

You have the right to participate in the political process. No representative of Georgia-Pacific may require you to contribute to, support or oppose any political group or candidate. Under federal law, and the law in many states, corporate funds or other resources can not be used for contributions to a political party, committee, organization or candidate. Included in this prohibition are tickets to political fund-raising events, transportation or other services provided at the company's expense. In general, the Georgia-Pacific Employees Fund (GPEF), a company-sponsored political action committee (PAC) that is funded by personal contributions from Georgia-Pacific employees and shareholders, is the only permissible source for funding political contributions in the United States on behalf of the company. Accordingly, no corporate political contribution from Georgia-Pacific may be made unless and until authorized in advance by the company's government affairs office in Washington, DC.

Transnational business

Georgia-Pacific strives to comply with all laws applicable to our conduct of business in and with countries outside the United States. This includes laws that regulate import and export shipments, taxation, currency exchange and interaction with governments and government officials. Antitrust laws, which are discussed in the section entitled "Competition Laws," also regulate many aspects of the manner in which Georgia-Pacific conducts business outside the United States.

In the United States, we must comply with laws governing imports, exports and the conduct of business with foreign countries and corporations. These laws contain restrictions on the types of products that may be imported into the United States and the manner of importation. They also govern the export of certain products from the United States. Other countries in which we conduct business have their own import and export control laws with which we must comply. If a conflict exists between any of these laws and United States laws governing imports and exports, you should contact the Law Department for specific guidance. Under United States law, Georgia-Pacific is prohibited from participating in, or otherwise supporting, unsanctioned boycotts of other countries and from doing business with specified countries, groups and individuals. We also must comply with economic sanctions or trade embargoes imposed or approved by the United States.

Anti-bribery laws that apply to our conduct of business in countries outside the United States, including the United States Foreign Corrupt Practices Act of 1977, generally prohibit us from giving anything of value, directly or indirectly, to officials of foreign governments, foreign political parties or foreign political candidates to obtain, retain or conduct business. It is the policy of Georgia-Pacific that any assistance or entertainment provided to any public official should never even appear to compromise the company's arm's-length business relationships with the government agency or official involved. Any violation of this policy could also be a criminal offense. Please refer to the sections entitled "Payments to or Lobbying of Public Officials" and "Political Contributions" for guidance regarding gratuities that may be accepted by government personnel in the United States.

We must comply with all applicable tax and currency control laws of the countries in which our employees work. No employee may be paid any commission or any other part of his or her compensation elsewhere than in his or her country of residence if Georgia-Pacific has knowledge that such payment would violate any local income tax or exchange control laws. The same restriction applies to nonemployees and unrelated entities. No payments for goods or services may be made to such persons in a country other than the country in which the person resides, maintains a place of business or has rendered the services for which payment is made if Georgia-Pacific has knowledge that such a payment method would violate any local income tax or exchange laws.

Workplace safety

It is the policy of Georgia-Pacific that its operations be managed to protect the health and safety of its employees and the communities where it conducts business. Many of Georgia-Pacific's safety rules are based on legal requirements of the U.S. Occupational Safety and Health Administration (OSHA). Division or operating groups may have additional policies that supplement OSHA regulations to protect the safety of our employees and others. Accident prevention is not only an operating responsibility, it depends on the cooperation and active support of all employees. The company, therefore, requires managers to devote to safety the same focus as is given to other aspects of our operations, and requires employees to follow safe work practices in the interest of their own safety as well as that of fellow employees and others on site.

Alcohol and illegal drugs lead to situations that can endanger the individuals using these substances, those of us who work with them, our customers and suppliers, and others in our communities. Misusing controlled substances or selling, manufacturing, distributing, possessing, using or being under the influence of illegal drugs or alcohol in the workplace or while on company business or in company vehicles is prohibited. Acting violently, or threatening violence to anyone, or, with limited exceptions, possessing firearms or other weapons while involved in any company activity or on any company property, is also prohibited.

Additional safety measures are specified in the company's Corporate Safety Policy, Human Resources Policy and other related policies, each of which is posted on the Georgia-Pacific Intranet, and as specified at the local facility to address location-specific conditions. Employees are required to bring to Georgia-Pacific's attention any violation of safety policies and procedures.

Amendments and waivers

Georgia-Pacific reserves the right to amend or otherwise modify this Code at any time for any reason. Any amendment of this Code, or any waiver of this Code for executive officers or directors, may be made only by the Board of Directors of Georgia-Pacific, or a duly authorized committee of the Board, and will be disclosed promptly as required by law, stock exchange listing standards or other applicable rules or regulations.

Policy enforcement

Allegations of potential violations of this Code or the Code of Ethics for Senior Financial Officers will be investigated by the appropriate corporate or departmental personnel or others, under the direction of the Law Department and/or at the direction of the Audit Committee of the Board of Directors, which oversees compliance with these policies. Violations of this Code will not be tolerated and, in accordance with company policies, applicable collective bargaining agreements and applicable law, will result in discipline up to and including termination of employment. Any violation by nonemployees subject to this Code will result in appropriate actions that may include termination of the relevant business arrangement and/or criminal prosecution.

Disciplinary measures will depend on the circumstances and nature of the violation. Consideration will be given to whether or not a violation was intentional, as well as to the level of good faith shown by an individual in reporting the violation or in cooperating with any resulting investigation or corrective action. All employees are required to cooperate in internal investigations of misconduct. Disciplinary action will be considered in all appropriate circumstances, including but not limited to circumstances involving any employee who:

authorizes, directs, approves, conceals or participates in a violation of this Code;

has deliberately failed to report a violation of this Code, has concealed a violation of this Code or has deliberately withheld or misstated relevant information concerning a violation or potential violation of this Code;

knowingly makes a false accusation concerning a possible violation of this Code;

under the circumstances, should have known about a violation by someone under his or her direct supervision and did not act promptly to report and correct that violation; or

retaliates, directly or indirectly, or encourages others to retaliate, against any other employee because of a good faith report by that employee of a violation or suspected violation of this Code.


In addition, persons who violate the law during the course of their employment are subject to criminal and civil penalties, as well as payment of civil damages to the company or third parties.

Managers and supervisors will be evaluated, in part, on their effectiveness in implementing this Code and other applicable corporate policies in their respective departments. Company managers, supervisors and other designated personnel are required to sign an annual declaration of their adherence to this Code and other applicable corporate policies.

Reporting violations

This Code is intended as a guide in helping you make the right choice; however, we do realize that the right choice is not always obvious. If you need help sorting out or resolving an issue regarding this Code or any other corporate policy, or if you have information or knowledge of any act or practice that may be illegal or prohibited under this Code, consult with your supervisor or manager, or, depending on the nature of the situation, a representative of the Corporate Controllers Department, the Corporate Equal Employment Opportunity Department, the Corporate Safety Department, Corporate Security, the Environmental Affairs Department, the Government Affairs Office, Human Resources, the Information Technology Department, the Internal Audit Department or the Law Department. Contact information for representatives of each of these corporate departments or offices is posted on the Georgia-Pacific Intranet, or you can send an e-mail to any corporate department or office at ethics@gapac.com.

Alternatively, if you have a concern related to financial and accounting matters, internal accounting controls or auditing matters, you may use the Business Conduct and Ethics Hotline discussed below or contact the Audit Committee of the Board of Directors by writing to the Chairperson of the Audit Committee in care of James F. Kelley, Executive Vice President and General Counsel, Georgia-Pacific Corporation, 133 Peachtree Street, N.E., Atlanta, Georgia 30303. You may report your concern anonymously or confidentially. The Audit Committee has established a procedure to receive, retain and treat complaints concerning financial and accounting matters, internal controls or auditing matters. Any significant complaint concerning such matters will be brought to the attention of the Audit Committee.

The company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment for reporting, lawfully and in good faith, violations or suspected violations of this Code or the Code of Ethics for Senior Financial Officers. "Good faith" does not necessarily mean you are correct, but it does mean you reasonably and honestly believe you are accurate in your assessment and perception of the situation you are reporting.

If for any reason you feel uncomfortable speaking directly with company personnel, you may use the Business Conduct and Ethics Hotline, which is maintained by a third party retained by the company. Though you are encouraged to identify yourself to assist the company in addressing your concern effectively, you do not have to reveal your identity in order to make a report on the Hotline. If you do reveal your identity, confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation and to the extent permitted by applicable law.

The Business Conduct and Ethics Hotline number is 800-234-4321 (toll free) for callers in the United States, Canada, Puerto Rico and U.S. Virgin Islands. All other international callers may reach the Business Conduct and Ethics Hotline by placing a collect call to 770-582-5250. To call toll free while remaining anonymous, callers outside the United States can call collect under the name "Mr. or Ms. Georgia-Pacific." Interpreters are available so that you can call the Hotline in the language with which you are most comfortable. The Hotline is available 24 hours a day, 7 days a week.