Recommendation Paper to the Executive and … Paper to the Executive and Governance Committee Amendments to Code of Ethics for Members of the Board of Directors and Code of Ethics

Recommendation Paper to the

Executive and Governance Committee

Amendments to Code of Ethics for

Members of the Board of Directors and

Code of Ethics for Employees

November 2017

Purpose

To obtain the Committee’s approval of, and its

recommendation to the Board of Directors that the Board

approve, a series of amendments to the Code of Ethics for

Members of the Board of Directors and the Code of Ethics

for Employees (Codes), and further to have the Committee

recommend to the Board that it adopt the amended and

restated Directors’ and Employees’ Codes that are

attached to the recommendation paper.

Background

The Board adopted the current Directors’ and Employees’

Codes in September 2012 with an effective date of January

1, 2013. These represented the first major revisions to the

Codes since their initial adoption in 1997 and 1998.

The Codes have been largely administered since their

2012 adoption by the Ethics Officer, a position that was first

established by the 2012 Codes.

Background (cont.)

The amendments now proposed grow out of the Ethics

Officer’s experience over the past five years, and are

intended to:

Make needed clarifications and updates to the Codes,

Codify interpretations of the Codes that the Ethics Officer has

made,

Revise Code provisions that have proven to be unworkable or

inadequate,

Remove obsolete provisions from the Codes, and

Improve the consistency between the two Codes.

The Six More Significant Amendments

1. Amend provisions in both Codes relating to

“actual” conflicts of interests.

• Under both Codes, an “actual” conflict of interests occurs when a

Director or employee has a Substantial Financial Interest (e.g.,

more than $15,000 of stock) in a business, or in the parent of that

business, which may “realize a benefit or detriment” as a result of

an Authority decision in a matter.

• When an “actual” conflict exists, a Director or employee is required

to recuse him/herself from the matter.

• The proposed amendment would narrow the circumstances giving

rise to an “actual” conflict of interests by removing the term “parent”

from the definition of business, and requiring that the Authority’s

decision in a matter have a “direct effect” on the business in which

a Director or employee has a financial interest.

More Significant Amendments (cont.)

• It is anticipated that, with this amendment, some conflicts of

interests (e.g., those arising from a financial interest in a parent

company) that now constitute “actual” conflicts will become

“apparent” conflicts.

• In that case, recusal of a Director would not be required but,

instead, one would be able to participate in the matter at hand by

publicly declaring he or she is able to participate in the matter fairly

and objectively in the interest of the Authority, notwithstanding the

apparent conflict.


2. Amend provisions in both Codes relating to

financial disclosures of real property.

• The current Codes require Directors and certain employees to file

annual financial disclosure statements in which, among other

things, they are to disclose their ownership interests in any real

property, regardless of its location.

• The proposed amendment codifies the interpretation the Ethics

Officer has given to this provision and narrows the real property

interests that must be disclosed to property that is located in the

Washington, D.C., Standard Metropolitan Statistical Area and is not

the principal residence of the disclosing individual.


• The proposed amendment is intended to codify this application of

the exception by:

eliminating the requirement that a Director or employee be an

“official” representative of the Authority,

expanding the scope of the exception beyond “events” to

include “events, gatherings, meetings, and similar activities,”

and

requiring the Ethics Officer’s prior approval of the gift of free

attendance based upon the Officer’s determination that it is

clearly in the interest of the Authority that it be present at the

activity through one or more representatives.


3. Amend provisions in both Codes relating to gifts of free

attendance at events as a “representative of the

Authority.”

• The current Codes prohibit Directors and employees from

accepting a gift of free attendance to events from “Prohibited

Sources.”

• One of the current exceptions to this prohibition is for events that a

Director or employee attends as an “official representative” of the

Authority when it is in the Authority’s interest that it be present at

the event through an “official representative.”

• This exception has been applied over the years in situations which

did not involve any “officially” designated representative of the

Authority and which involved activities or gatherings other than

“events,” but where it was important for the Authority to be present

to promote its interests.


4. Amend provisions in both Codes relating to the

scope of exemptions that allow gifts of free

attendance.

• In addition to allowing Directors and employees to accept gifts of

free attendance to events as a “representative” of the Authority, the

Codes currently allow the acceptance of gifts of free attendance in

three other situations:

events at which one is speaking on behalf of the Authority,

events which are determined to be “widely attended

gatherings,” and

events which are sponsored by the Authority.


• While in these four situations the Codes are uniform in allowing the

acceptance of a gift of free attendance, they are not uniform in

defining what is included within that gift of attendance – e.g., some

Code provisions allow Directors and employees to accept food and

beverages at the event, while others are silent; some allow the

acceptance of favors and entertainment, while others are silent; and

some prohibit accepting travel and lodging, while others are silent.

• The proposed amendment to the Codes provides a uniform treatment

for all gifts of free attendance: Whenever Directors and employees

are allowed to accept a gift of free attendance,

they may accept “food, beverages, refreshments, entertainment,

favors, and other items given in recognition of attendance to all

attendees as an integral part of the event” and

they may not accept a gift of travel or lodging unless specifically

authorized by the President.

More Significant Amendments (cont.) 5. Amend provisions in both Codes relating to their

enforcement.

• The Directors’ Code provides that allegations of potential violations

of the Code are to be reported to the Board Chairman who is to

report them to the Ethics Officer for preliminary investigation. The

Employees’ Code provides for allegations of potential violations to

be reported to the Office of General Counsel.

• The proposed amendment to the Directors’ Code provides that

allegations of possible Code violations may be reported to the

Ethics Officer who is then to report them to the Board Chairman (or

to the Vice Chairman if the allegation involves the Chairman) and

the Chairman of the Ethics Committee. The proposed amendment

to the Employees’ Code provides for allegations of potential

violations to be reported to the Ethics Officer, as well as the Office

of General Counsel.


6. Amend provisions in the Employees’ Code relating to

the President’s ability to waive rules regarding conflicts

of interests and acceptance of gifts.

• The current Employees’ Code authorizes the President to waive an

employee’s conflict of interests, thereby allowing an employee to

participate in a matter in which the employee has a conflict, and

requires any such waiver to be reported to the Board.


• The proposed amendment:

authorizes the President to waive an employee’s conflict of

interests that is based upon family relationships;

allows the President to waive the prohibition against an

employee accepting a gift from a Prohibited Source;

requires that any such waiver be based upon the President’s

determination that, under the circumstances at hand, the waiver

is in the interest of the Authority; and

requires the President to report the waivers to the Board.

Other Miscellaneous Amendments

• Update the list of employees in the Employees’ Code who are

required to disclose financial interests,

• Add a provision to the Employees’ Code that allows an employee

who is leaving the Authority to accept a gift from a Prohibited

Source, which otherwise would not be allowed, ten or fewer days

prior to the effective date of the employee’s retirement or

resignation,

• Eliminate the provision in the Directors’ Code that requires

Authority management, every three months, to send Directors a list

of all businesses that are under contract with the Authority and

other businesses “that may be affected by a Board or Committee

decision,” and

Other Miscellaneous Amendments (cont.)

• In both Codes reorganize the provisions relating to gifts into two

categories:

gifts to the Authority (and not to a Director or employee

personally) and

gifts to a Director or employee.

Conclusion

It is recommended that the Committee approve and recommend that

the Board of Directors approve these proposed amendments to the

Directors’ and Employees’ Codes of Ethics, and that the Committee

also recommend that the Board adopt the amended and restated

versions of the Codes which are attached to the recommendation

paper.

RECOMMENDATION PAPER TO THE

EXECUTIVE AND GOVERNANCE COMMITTEE

AMENDMENTS TO CODE OF ETHICS FOR MEMBERS OF THE BOARD OF

DIRECTORS AND CODE OF ETHICS FOR EMPLOYEES

NOVEMBER 2017

ACTION REQUESTED

That the Executive and Governance Committee approve and recommend to the Board of

Directors that it approve amendments to the Authority’s Code of Ethics for Members of

the Board of Directors and Code of Ethics for Employees (Codes), effective January 1,

2018, as reflected in the amended and restated versions of the Codes that are provided in

Attachments A and B to this paper.1

BACKGROUND

On September 19, 2012, the Board adopted substantially revised Codes of Ethics for

Members of the Board of Directors (Directors’ Code) and for Employees (Employees’

Code). Since then, in June 2014, the Board has made two minor amendments to the

Employees’ Code. Now, with five years of experience in applying the two Codes,

additional amendments are appropriate in order to address issues that have surfaced in the

course of implementing and applying the Codes, reflect interpretations of the Codes that

have been made by the Ethics Officer, provide helpful clarifications and updates to

certain provisions, eliminate provisions that have become obsolete, and make the two

Codes more consistent where it makes sense. The Accountability Officer from the U.S.

Department of Transportation has reviewed, and presented no issues with, the proposed

amendments.

DISCUSSION

The more significant proposed amendments to the Directors’ and Employees’ Codes are

as follows.

1. Actual Conflicts of Interests Arising from Financial Interests in Parent Companies

Under the current Directors’ Code (Section 3), Directors who have an “actual conflict of

interests” in a matter are required to recuse themselves from participating in the Board’s

1 Attachments A and B contain the Codes in their proposed amended and restated form. Redlined

versions of the current Codes, which show the amendments to those Codes that are being proposed,

are provided in Attachment C (Directors’ Code) and Attachment D (Employees’ Code).

consideration of the matter. Directors are deemed to have an actual conflict of interests

whenever they (or a member of their Immediate Families) have a “Substantial Financial

Interest” in a “Business” that has a contract or is seeking a contract with the Authority or

may otherwise “realize a reasonably foreseeable benefit or detriment as a result of an

action or decision of the Authority.” The term “Business” is defined to include both an

entity that is engaged in trade or commerce and the parent company (if any) of that entity.

Under these provisions of the Directors’ Code, Directors are required to recuse

themselves from matters before the Board when they possess a Substantial Financial

Interest not in the business that is before, and can directly be affected, by a Board

decision, but in the parent of that business. In such cases, it is improbable that the

Board’s decision in the matter will have any effect, let alone a discernible effect, on the

parent company. It is therefore proposed that the Directors’ Code be amended to narrow

the definition of an actual conflict of interests, which results in a mandatory recusal, by

deleting the term “parent” from the definition of “Business.” This will avoid the recusal

of Directors being triggered by a financial interest in the parent of the business entity that

stands to be directly affected by the matter before the Board.

In the event that a Director’s financial interest in a parent company does give rise to the

perception of a conflict of interests in connection with a matter before the Board, the

possibility of that perception will be considered in determining whether, under the current

Code, the Director has an “apparent conflicts of interests.” If so, the Director will have

the choice to recuse him/herself from the particular matter before the Board or to

participate in the matter after determining and announcing that he or she is able to

participate in the matter fairly and objectively in the interest of the Authority,

notwithstanding the appearance of a conflict.

Parallel amendments are proposed for the Employees’ Code.

2. Real Property to be Identified in Annual Disclosure Statements

Under the current Directors’ and Employees’ Codes (Section 3(e)(v) and Section 6(a)(5),

respectively), Directors and certain employees are required to identify in their annual

financial disclosure statements all real property which they own or in which they

otherwise have a Substantial Financial Interest, regardless of its location. Experience has

shown that the nationwide scope of these provisions is unnecessary since it is highly

improbable that real property located outside the Washington, D.C., metropolitan area

may be affected by Authority actions or decisions and, thereby, give rise to possible

conflicts of interest.

It is proposed, therefore, that only ownership interests in real property located in the

Washington, D.C., Standard Metropolitan Statistical Area, and not constituting a personal

residence, need be disclosed by Directors and employees in annual disclosure statements.

3. Gifts of Free Attendance or Participation in Events, Gatherings and Similar Activities

as a Representative of the Authority

Under the current Directors’ and Employees’ Codes (Appendix A, Section 2(i), and

Section 4(d)(8)(ii), respectively), Directors and employees are allowed to accept gifts of

food or refreshments provided at “events they are attending as representatives of the

Authority where it is clearly in the interest of the Authority that it be present at the event

through one or more official representatives.” This is because these gifts are considered

to be gifts to the Authority, rather than to the Director or employee who is accepting them

on behalf of the Authority.

Experience has shown that not all events at which the Authority would benefit from being

(and, indeed, should be) represented are covered by these current provisions – i.e., they

often are not events where the Authority sends one or more official representatives” and

where Authority representatives are formally recognized during the event as “official

representatives.”

Experience has also shown that it is not only at “events” at which it is in the interest of

the Authority to be represented. For example, it is in the institutional interest of the

Authority to be represented and present at committee meetings of ACI-North America, at

activities sponsored by Destination DC for travel agents promoting tourism, at an awards

dinner sponsored by the Restaurant Association of Metropolitan Washington where many

organizations with which the Authority collaborates (and competes) are represented, and

at dinners and other activities sponsored by one or more airlines where it can be

particularly important for the Authority’s air service development “interest” to be present

– all are examples of events, gatherings, meetings and other activities where it is in the

interest of the Authority to be present through a Director or employee who attends as a

representative of the Authority and is able to represent and promote the Authority’s views

and interests.

To reflect these experiences, it is proposed that this exception to the Codes’ general

prohibition against accepting gifts from “Prohibited Sources,” be amended by (a)

removing the exception’s requirement for “official” Authority representatives, (b)

expanding the scope of the exception beyond “events” to “events, gatherings, meetings

and similar activities,” and (c) requiring that Directors and employees who will represent

the Authority at such activities obtain the prior, written approval of the Ethics Officer

which is based upon the officer’s determination that “it is clearly in the interest of the

Authority that it be present” through one or more representatives at the activities.

These amendments will allow Directors and employees to accept a gift of free attendance

and participation at a variety of events and activities as representatives of the Authority

following a determination by the Ethics Officer that it is in the Authority’s institutional

interest to be present via one or more representatives.

4. Uniform Treatment of Gifts of Free Attendance

Under the Directors’ and Employees’ Codes, there are four exceptions to the current

Codes’ ban on accepting gifts of free attendance. These exceptions allow the acceptance

of free attendance to:

Events (just described in paragraph 3) at which a Director or employee is

representing the Authority (Appendix A, Section 2(i)(ii) and Section 4(d)(8)(ii),

respectively);

Events at which a Director or employee is speaking on behalf of the Authority

(Appendix A, Section (2)(d) and Section 4(d)(4), respectively);

Widely attended gatherings (Appendix A, Section 2(c) and Section 4(d)(3),

respectively); and

Events sponsored by the Authority (Appendix A, Section 2(f) and Section 4(d)(5),

respectively).

The current Codes are not consistent regarding the “components” of such events that are

included in the gift of free attendance and may, therefore, be accepted by Directors or

employees after having been admitted to the event. For instance, some current provisions

allow Directors and employees to participate in entertainment that is provided as part of

the event, and others do not; the same is the case for favors offered to all attendees as a

component of the event.

It is proposed that these four exceptions be made uniform in that they allow Directors and

employees, who are permitted by the Codes to accept a gift of free admission to an event

or other activity, also to accept a gift of the following “components” of the events: “food,

beverages, refreshments, entertainment, favors, and other items given in recognition of

attendance to all attendees as an integral part of the event.” (Acceptance of travel to and

from or lodging at the event will not be allowed unless authorized by the President. See

paragraph 6 below.)

5. Enforcement of Directors’ Code

Under the current Directors’ Code (Section 11(b)), allegations of violations of the Code

are to be reported to the Board Chairman and, in the case of allegations involving the

Chairman, to the Board Vice Chairman. Under the Employees’ Code (Section 3),

allegations of violations are to be reported to the Office of General Counsel.

To bring the two Codes more into alignment in this enforcement area, it is proposed that

the Codes be amended to allow allegations of violations of either code to be reported to

the Ethics Officer as well. The Ethics Officer will report allegations of violations by

Directors that have been reported to her to the Board Chairman and the Chairman of the

Board’s Ethics Review Committee.

6. President’s Authority to Waive Rules in Employees’ Code regarding Conflicts of

Interests and Acceptance of Gifts

The current Employees’ Code (Section 6(c)) allows the President or Executive Vice

Presidents to waive an employee’s conflict of interests and thereby permit the employee

to participate in matters that may affect a business as to which the employee has a

conflict of interests. The Code requires that any such waiver be reported to the Board.

It is proposed that this provision be amended to delete the Executive Vice Presidents

(who have never waived a conflict of interests), to include conflicts of interests due to

family relationships (which would otherwise violate the anti-nepotism provisions of the

Employees’ Code), and to require that any waiver by the President of an employee’s

conflict of interests be based upon a determination that the waiver is in the interest of the

Authority.

The current Employees’ Code does not allow the President to waive the Code’s

prohibition against the acceptance of gifts from Prohibited Sources and, thereby, to

permit an employee to accept a gift that is otherwise barred. For example, under today’s

Code, an employee who is invited to speak at a conference in Chicago on behalf the

Authority may not accept an offer from the conference sponsor of travel to and from and

overnight lodging in Chicago. It is proposed that the Employees’ Code be amended to

authorize the President to provide waivers in the gifts area of the Code that parallels the

President’s authority, addressed in the prior paragraphs, to provide waivers in the

conflicts of interests area; i.e., to authorize the President to waive the Code’s rule against

accepting gifts from Prohibited Sources so long as it is based upon a determination by the

President that doing so is in the Authority’s interest and the waiver is reported to the

Board.

7. Miscellaneous Amendments

a. Retiring employees’ acceptance of gifts just before retirement. The current

Employees’ Code makes no allowance for employees who are retiring from the Authority

to accept a parting gift from a Prohibited Source. It is proposed that the Code be

amended to allow retiring employees to accept gifts from Prohibited Sources in

recognition and appreciation for their service as Authority employees, so long as the gifts

are accepted 10 or fewer days before the employees’ retirement dates.

b. Update of list of employees required to file annual disclosure statements. The

current list of employees in the Employees’ Code who are required to make annual

financial disclosures is out of date. It is proposed to bring the list up to date by

recognizing organizational changes and the creation of new positions.

c. Elimination of surplus provision. The Directors’ Code now provides for

management to send to Directors every three months a list of all businesses that are under

contract with Authority (approximately 1,000 businesses hold contracts with the

Authority at any time) and other businesses “that may be affected by a Board or

committee decision.” This provision has not been implemented since the Code’s

adoption in 2012 because the amount of information that is to be provided to Directors

would be so substantial in size that it would be of no practical value and, more

importantly, since Directors receive from the Ethics Officer, in advance of every Board

meeting, a list of businesses that may be affected by Directors’ actions on matters

scheduled for consideration at the upcoming meeting. It is proposed that this provision

be deleted.

d. Internal reorganization of the Directors’ and Employees’ Codes. Both Codes

have been reorganized without substantive change. The most significant reorganization

has been in the area of gifts. Under the proposed amended Codes, gifts to Directors and

employees have been organized into the following two categories where substantively

(except as noted in sections 2 and 3 above) they continue to be addressed in the same

manner as they are now: (1) gifts that are deemed to be gifts to the Authority and not to a

Director or employee personally (and thus do not need to be disclosed) and (2) gifts that

are considered to be gifts to a Director or employee.

RECOMMENDATION

It is recommended that the Executive and Governance Committee approve, and

recommend to the Board of Directors that it approve, the amendments to the Code of

Ethics for Members of the Board of Directors and the Code of Ethics for Employees that

are shown in the redlined versions of the Codes set out in Attachments C and D to this

paper, and that the Committee further recommend that the Board adopt the amended and

restated Directors’ Code set out in Attachment A and the amended and restated

Employees’ Code set out in Attachment B, both with an effective date of January 1, 2018.

Prepared by:

Office of General Counsel

November 2017

Attachments

Attachment A

Amended and Restated

Code of Ethics

for

Members of the Board of Directors

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY

AMENDED AND RESTATED

CODE OF ETHICS

FOR

MEMBERS OF THE BOARD OF DIRECTORS

(Effective January 1, 2018)

1. PURPOSE AND POLICY

The Board of Directors of the Metropolitan Washington Airports Authority (the

Authority) recognizes that community and industry support of the Authority's programs is

dependent, in large part, upon community and industry trust in the Directors of the Authority.

The Board of Directors finds and declares that the community and the industry are entitled to be

assured that the judgment of the Directors of the Authority will not be compromised or affected

by conflicting interests. Directors, Board leadership, and Authority management are responsible

for fostering high ethical standards for the Authority and its employees thereby strengthening

public confidence that the business of the Authority is being conducted with impartiality and

integrity. Toward this end, this Code prescribes standards of ethical conduct and reporting

requirements for members of the Board of Directors.

2. DIRECTORS’ BASIC DUTY

Directors are expected to act in the best interests of the Authority in carrying out their

duties as members of the Board and to not knowingly engage in conduct that would violate the

standards of this Code or bring discredit upon the Authority. Regardless of whether specifically

prohibited by this Code, Directors must endeavor to avoid conflicts of interests or even the

appearance of a conflict of interests, refrain from using the position of Director for private gain,

refrain from giving undue preferential treatment to any person or entity, avoid compromising

independence or impartiality, refrain from making Authority decisions outside of official

channels, and avoid any other action that is likely to adversely affect the confidence of the public

in the integrity of the Authority.

3. CONFLICTS OF INTERESTS

(a) Actual and Apparent Conflicts of Interests.

(1) Actual Conflict. A Director has an actual conflict of interests in a matter

before the Authority whenever the Director or a member of the Director’s

Immediate Family has a Substantial Financial Interest in a Business or

Real Property and that Business or Real Property may be directly affected

by an action or decision of the Authority.

(2) Apparent Conflict. A Director has an apparent conflict of interests in a

matter before the Authority whenever a) the Director or member of the

Director’s Immediate Family has a personal interest of which the Director

is aware in the matter (e.g., because the matter may affect a relative or

prior employer of the Director or a Business which competes with the

Director’s employer, or because the Director has a Substantial Financial

Interest in the parent company of the Business that may be affected by the

matter) and b) that personal interest could reasonably appear to conflict

with the ability of the Director to Participate fairly and objectively in the

matter in the best interests of the Authority.

(b) Recusal; Declaration. Directors are expected to recuse themselves from

Participating in any Authority matter in which they have an actual conflict of

interests. Directors are also expected to recuse themselves from Participating in

any Authority matter in which they have an apparent conflict of interests unless

they believe and publicly declare in the manner described below that they are able

to Participate in the matter fairly and objectively in the best interests of the

Authority notwithstanding the appearance of a conflict. When Directors are

recused from a matter or matters, a written disqualification and recusal agreement

is to be executed.

(1) Recusal Procedures. A Director who has recused himself or herself from

Participating in a matter due to an actual or apparent conflict of interests

shall not vote on, or at any time Participate in or attempt to Participate in,

the matter or discuss the matter with other Directors or Authority

personnel. The Director may not remain at the Board or Board committee

table or dais during the portion of any meeting when the matter is being

considered. The Director may not attend any portion of an executive

session at which the matter is being considered. The Director shall

promptly notify the Chairman of the conflict of interests and the Director’s

recusal and shall cause the Board’s official records to reflect the Director’s

recusal. Additionally, the fact of the conflict of interests and recusal shall

be publicly announced at any meeting of the Board or Board committee at

which the matter is considered and the Director is present.

(2) Declaration Procedures. A Director who has an apparent conflict of

interests in a matter and who believes that he or she is able to Participate

in the matter fairly and objectively in the best interests of the Authority,

may declare orally at a Board or Board committee meeting at which the

matter is being considered: a) the nature of the Director’s personal interest

in the matter and b) that the Director is able to participate in the matter

fairly and objectively in the best interests of the Authority and then

Participate in the consideration of the matter. In any other circumstance,

the Director shall file a signed, written declaration with the Secretary of

the Board, who shall cause the declaration to be included in the Board’s

official records and shall make it available for public inspection.

(c) Prohibited Interests.

(1) Prohibited Interests Existing at Time of Appointment; Exceptions. To

qualify for appointment, a prospective Director and members of the

prospective Director’s Immediate Family may not hold a Substantial

Financial Interest in a Business that has or is seeking a contract or

agreement with the Authority or in an aeronautical, aviation services, or

airport services Business that does not have and is not seeking a contract

or agreement with the Authority but otherwise has interests that can be

directly affected by the Authority. Exceptions to this prohibition may be

made by the appointing official at the time of appointment if the interest is

disclosed to the appointing official and the Director does not participate in

any Authority matter that directly affects the interest

(2) Prohibited Acquisition of Certain Interests during Term of Service. No

Director or member of the Director’s Immediate Family shall knowingly

acquire a Substantial Financial Interest in a Business that has or is seeking

a contract or agreement with the Authority or in an aeronautical, aviation

services, or airport services Business that does not have and is not seeking

a contract or agreement with the Authority but otherwise has interests that

can be directly affected by the Authority. This shall not preclude,

however, acquisition of interests in one or more mutual funds, employee

benefit plans, or other investment plans holding interests in one or more

such Businesses that are administered by an independent party without

participation by the Director or his or her Immediate Family members in

the selection or designation of financial interests held by the fund or plan.

(3) Prohibited Employment and Contracts with the Authority during Term of

Service. No Director or member of a Director’s Immediate Family shall

be employed by the Authority during the Director’s term of service. In

addition, no Director, member of the Director’s Immediate Family, or

Business that is wholly or substantially owned or controlled by a Director

or a member of the Director’s Immediate Family shall be a party to a

contract with the Authority during the Director’s term of service. For

purposes of this subsection (c)(3), a Business will be considered

“substantially owned or controlled” if the Director or a member of the

Director’s Immediate Family singly or in combination owns or controls

more than fifty percent (50%) of the Business by value or voting power.

(d) Authority Procedures for Facilitating Compliance with Conflict of Interests

Restrictions. In order to facilitate compliance with the conflict of interests

provisions of this section, the Ethics Officer, at least one week prior to any

meeting of the Board or Board committee, shall supply to Directors a list of

Businesses and Real Properties that may be affected by a Board or Board

committee decision on particular matters that are scheduled for consideration at

the upcoming meeting. Directors are entitled to rely on the accuracy of

information supplied to them by the Ethics Officer pursuant to this subsection (d).

Directors shall review the information at the time it is supplied against their

current holdings and shall, as necessary, recuse themselves from Participating in

any matter in which they have an actual or apparent conflict of interests or, in the

case of an apparent conflict, make the declaration described in subsection (b)(2)

with regard to the matter. Authority management shall also collect information

from Businesses seeking a contract or agreement with the Authority that will

facilitate compliance with this Code, which may include a requirement for such

Businesses to identify its parent company, if any.

(e) Definitions. The following definitions apply to this Section 3 and throughout this

Code.

(1) Business means a sole proprietorship, corporation, partnership, company,

joint venture, association, joint stock company, or any other form of entity

recognized by law which is engaged in trade, commerce, or the transaction

of business.

(2) Immediate Family of any individual means the spouse or domestic partner

and any dependent children within the meaning of Section 152 of the

Internal Revenue Code living in the same household as the individual, and

any other individual over whose financial affairs the individual has

substantial legal or actual control.

(3) Participate means approving, disapproving, making, undertaking,

discussing, influencing or attempting to influence an action or decision of

the Authority.

(4) Real Property means land in the Washington, D.C., Standard Metropolitan

Statistical Area, together with any structures and other improvements

thereon, including any rights or interests in land or improvements or both.

(5) Substantial Financial Interest means:

(i) Ownership of Interest in a Business. Ownership interest (e.g.,

shares of stock or other securities) in a Business that exceeds three

percent (3%) of the total equity of the Business or has a fair market

value greater than $15,000.

(ii) Ownership of Interest in Real Property. Ownership interest in

Real Property, which interest has a fair market value greater than

$15,000.

(iii) Imputed Substantial Financial Interest in a Business Due to

Employment by or Ownership of Another Business. A Director has

an imputed Substantial Financial Interest in a Business that

provides revenues to another Business by which the Director or a

member of the Director’s Immediate Family is employed or in

which the Director or a member of the Director’s Immediate

Family has an ownership interest, as defined above in subsection

(e)(5)(i), whenever those revenues, for the current or immediately

preceding fiscal year, exceed the greater of $10,000 or three

percent (3%) of the gross income received in the year by such

Business.

(iv) Income from a Business or Real Property. Income in any form

(whether or not deferred) from a Business or Real Property

including, but not limited to, wages, salaries, fringe benefits,

interest, dividends, or rent that exceeds or may reasonably be

expected to exceed $1,000 annually. Income also includes the

prospect of income arising, for example, from an upcoming job or

offer of employment with a Business.

(v) Pledge or Surety for the Benefit of a Business. Personal

indebtedness (incurred or assumed) on behalf of a Business that

exceeds the lesser of three percent (3%) of the asset value of the

Business or $1,000.

(vi) Loan or Debt to a Business. Personal indebtedness of $1,000 or

more to a Business except a debt incurred in the ordinary course of

business on usual commercial terms (e.g., a mortgage liability

secured by a personal residence of the Director or the Director’s

spouse; a loan liability secured by a personal motor vehicle,

household furniture, or household appliances; a personal revolving

line of credit or capital contribution loan liability; or a debit, credit

or other revolving charge account liability).

(vii) Personal Representation of a Business. Personally representing or

providing professional services to a Business, including legal,

audit, accounting, financial, and consulting services, regardless of

the specific subject matter of the representation or amount of

compensation received.

(viii) Fiduciary Duty Owed to a Business. The duty owed to a Business

by a director, officer, or general partner of the Business, even

without financial remuneration from the Business.

(ix) Exclusions. The following financial interests are excluded from

Substantial Financial Interests: checking or savings accounts,

money market accounts, and other demand deposits; government

bonds; certificates of deposit; and mutual funds, pension plans,

employee benefit plans, trusts, estates and other similar funds,

plans, and entities administered by an independent party without

participation by the Director or the Director’s Immediate Family

members in the selection or designation of financial interests held

by the fund, plan, or entity.

4. POST-SERVICE RESTRICTIONS

(a) No Contracts or Employment with the Authority for Two Years. No Director or

member of a Director’s Immediate Family shall be employed by the Authority for

two years following the conclusion of the Director’s term of service. In addition,

no Director, member of the Director’s Immediate Family, or any Business that is

wholly or substantially owned or controlled by a Director or a member of the

Director’s Immediate Family shall be a party to a contract with the Authority for

two years following the conclusion of the Director’s term of service. For

purposes of this subsection (a), a Business will be considered substantially owned

or controlled if the Director or member of the Director’s Immediate Family singly

or in combination owns or controls more than fifty percent (50%) of the Business

by value or voting power.

(b) No Representation of Third-Parties before the Authority for Two Years. No

Director, within two years of the conclusion of the Director’s term of service,

shall knowingly make, with the intent to influence, any communication to or

appearance before the Board of Directors or any Director, officer, or employee of

the Authority on behalf of a Business or individual other than the Authority in

connection with a particular matter that the former Director knows or reasonably

should know was pending during the Director’s term of service.

5. USE OF AUTHORITY POSITION

(a) General Rule. Directors shall not use their positions with the Authority for the

purpose of advancing their own personal financial gain; for the endorsement of

any product, service, or enterprise in which they have a financial interest; or for

the private financial gain of friends, relatives, or individuals or entities with which

they are affiliated, including nonprofit organizations, or with which they have or

seek employment or business relations. Notwithstanding the foregoing, a Director

may: a) refer to the Authority President individuals other than relatives (as

defined below in subsection (d)) whom the Director believes, based on personal

knowledge, may be suitable candidates for employment and individuals and

entities which the Director believes, based on personal knowledge, may be able to

provide products or services of potential interest to the Authority and b) respond

to a request for an employment recommendation or character reference for

individuals other than relatives who are being considered for Authority

employment when the Director has personal knowledge of the individual’s

qualifications for the employment in question. Following such a referral, the

Director shall take no action to influence a decision or action by Authority

management to employ or contract with such individuals or entities.

(b) Confidential Information. Directors shall not engage in financial transactions

using proprietary, sensitive, or confidential information of the Authority; allow or

cause the improper use of such information to further any private interest; or

allow or cause such information to be disclosed to unauthorized persons or in

advance of the time prescribed for its authorized disclosure, except where and to

the extent necessary to fulfill the Director’s responsibility as a member of the

Board of Directors and where required by law.

(c) Solicitation of Political or Charitable Contributions. Directors shall not solicit

any support or financial assistance from the Authority or from any Authority

employee for any political party, candidate or political committee, or for any

charitable purpose. The Authority shall not give any support or financial

assistance solicited by a Director in violation of this Code.

(d) Influence with Regard to Relatives. A Director shall not Participate in, address

or discuss, or attempt to influence in any manner a decision by the Board or

Authority management to hire, appoint, employ, or promote, or to enter a

contract, lease, or other agreement with an individual who is a relative of the

Director. For purposes of this subsection (d), the term “relative” means the

following: husband, wife, domestic partner, father, mother, grandfather,

grandmother, son, daughter, stepson, stepdaughter, granddaughter, grandson,

brother, sister, uncle, aunt, nephew, niece, father-in-law, mother-in-law, daughter-

in-law, son-in-law, sister-in-law, or brother-in-law.

6. COMPENSATION AND REIMBURSEMENT OF EXPENSES

Directors do not receive compensation for serving as a Director of the Authority.

Directors may, however, be reimbursed by the Authority for reasonable, authorized, and properly

documented expenses incurred in connection with the discharge of their official duties, in

accordance with and to the extent permitted under the Authority’s expense reimbursement

policies. Directors are expected to exercise prudence when incurring expenses in connection

with official duties.

7. GIFTS

(a) Definitions. The following definitions apply to this Section 7:

(1) Gift means any item, tangible or intangible, which has a monetary value

and for which the recipient does not pay fair market value. The following

are examples of items that may constitute a gift: cash; loans; food,

beverages, and meals; merchandise; services; admission to or attendance

at sporting events, theatrical or musical events, and similar spectator or

entertainment events; admission to or attendance at events in which

individuals are participants (e.g., a conference or golfing event); admission

to or attendance at receptions; travel; transportation; and lodging. The

recipient of a gift will be considered to not have paid fair market value for

it when the item is given as a gratuity or favor (i.e., no payment is made

by the recipient) or is provided at a discounted or reduced price (i.e., the

payment made by the recipient is less than the item’s fair market value). It

does not matter whether the item is provided to the recipient in kind or in

the form of a ticket, a payment in advance, or a reimbursement of an

expense the recipient has incurred. In all these cases, the item provided is

considered a gift.

(2) Prohibited Source means:

(i) a Business or individual that has or is seeking a contract or other

form of agreement with the Authority or whose interests may be

substantially affected by the performance or non-performance of

the Director’s duties, and

(ii) a Business or individual that has offered or given a gift to a

Director where it is clear that the gift would not have been offered

or given were the Director not a member of the Board of Directors.

(iii) For purposes of this subsection (a)(2), Business means a Business

as defined in Section 3(e)(1) and the officers, employees, and

agents of the Business.

(b) Solicitation of Gifts. A Director shall not solicit a gift, regardless of its value,

from a Prohibited Source or from any Authority officer or employee, except as

specifically permitted in the exceptions set forth in Section 1 of Appendix A to

this Code.

(c) Acceptance of Gifts.

(1) General Rule. Directors shall not accept any gift, directly or indirectly,

from a Prohibited Source, except as specifically permitted by the

exceptions set forth in Section 2 of Appendix A to this Code.

(2) Direct and Indirect Acceptance. A gift is accepted directly when it is

provided to and accepted by the Director. A gift is accepted indirectly

when a) it is provided to and accepted by a member of the Director’s

Immediate Family, with the Director’s knowledge and acquiescence, and

is provided to that family member because of that family member’s

relationship to the Director or b) is provided to and accepted by any other

person, excluding a charitable organization or other charitable recipient

approved by the Ethics Officer, on the basis of a designation,

recommendation, or other specification made by the Director.

(3) Limitations notwithstanding the General Rule. Directors should not

accept gifts, even though permitted by an applicable exception, on such a

frequent or regular basis that a reasonable person could be led to believe

they are using their positions with the Authority for personal gain or are

not performing the duties of their positions in an impartial manner.

(4) Seeking Advice. Directors are encouraged to seek the advice of the Ethics

Officer when attempting to determine whether a particular offer of an item

of value may constitute a gift that may not be accepted under this Section

7.

(5) Remedies. A Director who has received a gift that may not be accepted

under this Code shall do one of the following: a) pay the giver the fair

market value of the gift, b) return the gift to the giver, or c) in the case of

perishable items delivered not by the giver but by a third party (e.g.,

Federal Express), consult the Ethics Officer who may authorize delivering

the gift to an appropriate charitable organization or destroying it. Fair

market value of a gift may be estimated by reference to the retail cost of

similar items of like quality. The Ethics Officer should be consulted when

estimating the fair market value of a gift. A Director’s reciprocation by

giving a gift to the giver of a gift to the Director does not constitute

payment of the fair market value of the gift to the Director.

(6) Disclosure. Except as otherwise provided in Appendix A, Directors shall

disclose to the Ethics Officer at the time of solicitation or acceptance any

gift solicited or accepted (directly or indirectly) from a Prohibited Source

by describing the gift, stating its value, and identifying its source. Gift

disclosures shall be filed with each Director’s Annual Disclosure

Statement and thereafter shall be maintained by the Ethics Officer.

8. DISCLOSURE OF FINANCIAL INTERESTS AND OTHER MATTERS

(a) Annual Disclosure. Directors shall file a disclosure statement with the Ethics

Officer on a form provided by the Authority within 30 days of assuming a

position as Director and by January 31 of each year thereafter for the duration of

the Director’s term of service (“Annual Disclosure Statement”). The Annual

Disclosure Statement shall disclose:

(1) any Substantial Financial Interest in a Business or Real Property (except

the Director’s principal residence) held by the Director or any member of

the Director’s Immediate Family at the time of filing, except for imputed

interests due to employment or ownership in another business as defined

in Section 3(e)(5)(iii) and personal representation interests as defined in

Section 3(e)(5)(vii);

(2) any positions of paid employment held by the Director or any member of

the Director’s Immediate Family during the prior calendar year, whether

on a full- or part-time basis; and

(3) any outside positions held by the Director or any member of the Director’s

Immediate Family during the prior calendar year as a director, officer,

general partner, or trustee of any Business or other entity (including

nonprofit, labor, and educational organizations or institutions, although

positions held in any religious, social, fraternal, or political organization

need not be disclosed).

(b) Reimbursements. By January 31 of each year, Authority personnel shall compile

from Authority records for each Director all reimbursements the Director received

from the Authority during the prior calendar year and shall forward the compiled

information to the Ethics Officer. The Ethics Officer shall maintain the

information for each Director with the Director’s Annual Disclosure Statement

and gift disclosures.

(c) Public Availability. All statements required by this Section 8 shall be available

for public inspection at the Authority’s headquarters.

9. ETHICS OFFICER

(a) Designation. The President, with approval of the Board, shall designate an

Authority employee to serve as the Authority Ethics Officer who will have and

perform the responsibilities assigned to such officer in this Code and the

Authority’s Code of Ethics for Employees. An employee’s designation as the

Ethics Officer shall continue until rescinded by the President.

(b) Duties. The Ethics Officer is charged with fostering the highest ethical standards

for the Authority and its Directors and employees, thereby strengthening public

confidence that the business of the Authority is conducted with impartiality and

integrity. Specifically, the Ethics Officer is responsible for the following:

(1) distributing copies of this Code to Directors;

(2) distributing, receiving, reviewing, and maintaining Annual Disclosure

Statements submitted by Directors, gift disclosures, and compilations of

reimbursements;

(3) receiving and investigating allegations of violations of this Code as

provided in Section 11 below;

(4) distributing to Directors before Board and Board committee meetings a list

of Businesses and Real Properties that may be affected by a Board or

committee decision on particular matters scheduled for consideration at

the meetings, as provided in Section 3(d);

(5) discussing potential conflicts of interests with Directors and, when

applicable, assisting in the preparation of recusal agreements and

declarations, as provided in Section 3(b);

(6) advising Directors about the application of this Code to specific questions

or situations presented by Directors and documenting when ethics advice

has been provided;

(7) arranging for the preparation and delivery to Directors of ethics training

materials and sessions; and

(8) serving as primary support staff to the Board’s Ethics Review Committee

(defined in Section 11(b) of this Code).

(c) Opinion of Ethics Officer. No Director may be found to have violated this Code

if the alleged violation followed from the Director’s good faith reliance on a

written opinion from the Ethics Officer that was made after a full and accurate

disclosure by the Director of all material facts.

(d) Role of General Counsel. The Ethics Officer shall consult with the Authority’s

General Counsel as necessary in connection with carrying out the above-described

duties.

10. TRAINING

Directors shall be provided with a copy of this Code of Ethics upon assuming their

positions as Directors. Within 30 days of receiving the Code, Directors shall provide the Ethics

Officer with a written certification that they have read and will comply with the Code. Such

certifications shall be maintained by the Ethics Officer. The Ethics Officer will arrange for all

Directors to receive verbal ethics training and accompanying training materials within 30 days of

the start of their term and thereafter on no less than an annual basis.

11. ENFORCEMENT

(a) Enforcement Responsibility; Interpretation. The Board is responsible for

enforcing the provisions of this Code and shall be assisted in carrying out this

responsibility by an Ethics Review Committee. The Board and the Ethics Review

Committee may seek general guidance regarding the interpretation of the Code

from the Ethics Officer and General Counsel.

(b) Ethics Review Committee. The Board Chairman shall appoint four or more

Directors to the Ethics Review Committee which, at all times, shall be comprised

of at least one Director from each appointing jurisdiction.

(c) Receipt and Review of Allegations. Allegations of violations of this Code may be

reported to the Ethics Officer or to the Board Chairman, or to the Vice Chairman

if the allegation pertains to the Board Chairman. The Board Chairman and Vice

Chairman shall report any allegations received by them to the Ethics Officer. The

Ethics Officer shall report all allegations of violations to the Chairman of the

Ethics Review Committee and to the Board Chairman (except those allegations

previously reported to the Board Chairman).

Following receipt of an allegation of a violation of this Code, the Ethics Officer

shall conduct a preliminary investigation into the allegation and, thereafter, shall

report the results of that investigation to the Ethics Review Committee together

with a recommendation for or against further inquiry. The Ethics Review

Committee shall review such reports and recommendations from the Ethics

Officer and may conduct further inquiry. When the Ethics Review Committee is

satisfied that sufficient investigation of the allegation has been made, it may close

the matter or refer it to the Board of Directors for further action.

(d) Sanctions. Disinterested members of the Board of Directors shall review any

ethics matter referred by the Ethics Review Committee. A Director whose

alleged conduct is the subject of Board review shall be given notice and an

opportunity to be heard, in writing and in person. If, following such hearing, the

Board determines that a Director has knowingly violated this Code, the

determination shall be made publically available and the Board may take the

action it determines to be appropriate, which may include but is not limited to any

or all of the following:

(1) issuing a public reprimand,

(2) giving notice of the violation to the Director’s appointing authority, and

(3) taking appropriate action regarding any contract or agreement that is

related to the violation (e.g., voiding or cancelling a contract), to the extent

permitted by law.

12. REVIEW OF POLICY

The Ethics Officer, in consultation with the Secretary of the Board and General Counsel,

shall review this Code on an annual basis. The Ethics Officer shall also prepare an annual report

to the Board regarding compliance with this Code and the Code of Ethics for Employees, as well

as any recommendations for amending the Codes or their implementing policies and procedures.

13. NO RIGHTS CREATED IN THIRD PARTIES

This Code does not create, and shall not be construed as creating, any right or benefit,

substantive or procedural, that is enforceable by law, contract, or otherwise by any entity or

individual against the Authority or any of its Directors, officers, or employees, or against any

other entity or individual.



CODE OF ETHICS

FOR


APPENDIX A – GIFT RULE EXCEPTIONS

Solicitation or acceptance of gifts from Prohibited Sources is permitted only under the

following circumstances:

1. SOLICITATION EXCEPTION.

When authorized by the Board Chairman and Ethics Officer and acting on behalf of the

Authority, Directors may solicit donations for the support of an event sponsored in whole or in

part by the Authority.

2. ACCEPTANCE EXCEPTIONS.

(a) Gifts to the Authority. A Director who is representing or acting on behalf of the

Authority may accept gifts for the Authority. The gifts listed below are deemed

to be gifts to the Authority and, therefore, do not constitute gifts to the Director

accepting them on behalf of the Authority.

(1) Speaking Engagements and Events. Directors may accept on behalf of the

Authority a gift of free attendance to an event at which they are speaking,

presenting information, or otherwise participating as representatives of the

Authority. Attendance may include food, beverages, refreshments,

entertainment, favors, and other items given in recognition of attendance

to all attendees as an integral part of the event, but not travel or lodging.

(See Contributions Policy for further guidance on invitations to speak.)

(2) Inaugural Flights. Directors may accept on behalf of the Authority a gift

of travel, meals, and lodging with respect to an inaugural flight to and

from Reagan National or Dulles International Airport only if the terms of

the gift are fully disclosed in advance to the Board and the public.

(3) Ceremonial Gifts. Directors may accept on behalf of the Authority gifts

offered (e.g., by representatives of foreign airports or governmental units)

while the Directors are serving as representatives of the Authority.

Directors are to turn these gifts over as soon as practicable to the Ethics

Officer for disposition.

(4) Representative. Directors may accept on behalf of the Authority a gift of

free attendance to or participation in an event, gathering, meeting, or

similar activity at which they are representing the Authority, with the

advance, written approval of the Ethics Officer based on a determination

that it is clearly in the interest of the Authority that it be present at the

activity through one or more representatives. Attendance and participation

may include food, beverages, refreshments, entertainment, favors, and

other items given in recognition of attendance to all attendees or

participants as an integral part of the event or activity, but not travel or

lodging. The Ethics Officer may determine that it is in the interest of the

Authority to be represented at events, activities and occasions falling

within one or more categories (e.g., all events recognizing the opening of

new restaurants in an airport terminal), and may approve in advance the

acceptance of a gift of free attendance to events, activities and occasions

falling within the categories.

(b) Gifts to a Director. The following gifts are deemed to be gifts to Directors, not

the Authority. Directors may accept these gifts, even though given by Prohibited

Sources.

(1) Widely Attended Gatherings. Directors may accept a gift of free

attendance to a widely attended gathering (defined below), or an

appropriate portion of such an event, with the written, advance approval of

the Ethics Officer based on a determination that the Director’s attendance

is in the interest of the Authority because it furthers Authority objectives.

A widely attended gathering can take many forms, including, but not

limited to, a reception, a luncheon or dinner event, a banquet, a

conference, and an activity-based event (e.g., a meeting of a Chamber of

Commerce, or a reception at a conference that is not part of the conference

agenda). A gathering is widely attended if it is expected that a large

number of individuals will attend and such individuals will bring differing

interests, perspectives, and viewpoints to the gathering. A sporting,

theatrical, musical, or similar spectator event will usually not be deemed

to be a widely attended gathering.

The Ethics Officer will determine whether it is in the Authority’s interest

for Directors to attend any particular widely attended gathering. Relevant

factors that should be considered include the purpose of the gathering; the

relevance and importance of the gathering to the Authority; the market

value of the gift of free attendance; and the identity of expected attendees

and the range of interests, perspectives, and viewpoints they will bring to

the gathering.

Attendance may include food, beverages, refreshments, entertainment,

favors, and other items given in recognition of attendance to all event

attendees as an integral part of the event, but not travel or lodging.

(2) Gifts of Attendance to Authority-Sponsored Events. With the advance

written approval of the Ethics Officer, Directors may accept a gift of free

attendance to an event that is sponsored in whole or in part by the

Authority to recognize one or more Authority officers or employees or an

Authority achievement or milestone or to raise funds for a charitable

organization or cause. Attendance may include food, beverages,

refreshments, entertainment, favors, and other items given in recognition

of attendance to all attendees as an integral part of the event, but not travel

or lodging.

(3) Gifts that Constitute Prizes. Directors may accept a gift that is a prize

given to successful competitors in competitive contests or events or to

persons based upon random drawings (including door prizes given

randomly).

(4) Gifts of $25 or Less. Directors may accept a gift other than cash of less

than $25, so long as the aggregate market value of individual gifts a

Director receives from the same Prohibited Source in a calendar year does

not exceed $50. If the market value of a gift exceeds $25 (or the aggregate

market value of multiple gifts exceeds $50), a Director may not pay the

excess value over $25 (or $50) in order to accept the gift.

(5) Personal Gifts. Directors may accept a gift that is offered by a director,

officer, or employee of a Prohibited Source under circumstances that make

it clear that the gift is motivated by a personal friendship or family

relationship rather than the position of the Director. Relevant factors in

deciding whether a gift is motivated by a personal friendship or family

relationship include the history of the friendship or relationship and

whether the cost of the gift is paid by the individual with whom the

friendship or relationship exists or by the individual’s employer.

(6) Gifts to Family Members. Directors may accept a gift indirectly where the

gift results from the business or employment activities of the recipient

member of the Director’s Immediate Family and it is clear from the

circumstances that the gift is not being offered or given because of the

Director’s position with the Authority.

(7) Gifts of Generally Available Items. Directors may accept gifts that

represent an opportunity or benefit, including favorable air fares,

commercial discounts, and upgrades of service from air carriers, that is

available either to the public (e.g., frequent flyer miles) or to a class of

individuals consisting of all Authority employees or everyone working at

an airport (e.g., discounts offered by concessionaires in the terminals to

everyone with an airport badge). The acceptance of a gift representing an

opportunity or benefit, including, for example, an upgrade of air service,

that is made available to any other class of Authority Directors or

employees, including a class of one Director, is not permitted.

(c) Disclosure of Gifts. Directors are not required to disclose their acceptance of any

of the gifts described in subsections (b) (4) through (b)(6).

(d) Approved Gifts. The Board of Directors may, in an open public meeting, approve

a Director’s acceptance of a gift from a Prohibited Source not falling within one

of the exceptions provided in subjection (b) if it determines that the acceptance

would not be detrimental to the impartial conduct of the business of the Authority.

Attachment B

Amended and Restated

Code of Ethics

for

Employees



CODE OF ETHICS FOR EMPLOYEES

(Effective January 1, 2018)

1. PURPOSE

This document establishes a formal Code of Ethics (Code) for all employees of the

Metropolitan Washington Airports Authority (Authority).

2. DISTRIBUTION

This Code of Ethics is distributed to all Authority employees.

3. EMPLOYEES’ BASIC DUTY

In performing the duties and responsibilities of their positions with the Authority, all

employees are to act in the best interests of the Authority at all times and are not to knowingly

engage in conduct that would be inconsistent with or contrary to the requirements and

standards of this Code or would bring discredit upon the Authority.

Employees are expected, throughout their employment with the Authority, to avoid

conflicts of interests or even the appearance of a conflict of interests, not to use their

employment with the Authority for private gain, not to give undue preferential treatment to

any business or individual, not to compromise their honesty or impartiality, and to avoid any

other action that is likely to adversely affect the confidence of the public in the integrity of the

Authority. Employees also are expected to report to the Ethics Officer or the Office of

General Counsel any good faith belief they have regarding violations of this Code of Ethics

by other employees. (See the Conduct and Discipline Directive, Section 4.)

4. DEFINITIONS

The following definitions are applicable throughout this Code of Ethics.

(a) Business means a sole proprietorship, corporation, partnership, company, joint

venture, association, joint stock company, or any other form of entity

recognized by law which is engaged in trade, commerce, or the transaction of

business.

(b) Gift means any item which has a monetary value and for which the recipient

does not pay fair market value. The following are examples of items that

constitute a gift: cash; loans; meals and other settings in which food and

beverages are provided; merchandise; services; admission to a sporting event, a

theatrical or musical event, and similar spectator events; admission to events or

activities in which individuals are participants (e.g., a conference or golfing

event); admission to or attendance at receptions; travel; transportation; and

lodging. The recipient of a gift will be considered to not have given or paid

fair market value for it when the item is given as a gratuity or favor (i.e., no

payment is made by the recipient) or is provided at a discounted or reduced

price (i.e., the payment made by the recipient is less than the item’s fair market

value). It does not matter whether the item is provided to the recipient in kind

or in the form of a ticket, a payment in advance, or a reimbursement of an

expense that the recipient has incurred. In all these cases, the item provided is

considered a gift.

(c) Immediate Family of an individual means the spouse or domestic partner, any

dependent children within the meaning of Section 152 of the Internal Revenue

Code living in the same household as the individual, and any other individual

over whose financial affairs the individual has substantial legal or actual

control.

(d) Participate means approving, disapproving, making, undertaking, discussing,

influencing, or attempting to influence an action or decision of the Authority.

(e) Prohibited Source means:

(1) a Business or individual that has or is seeking a contract, lease, or other

form of commercial agreement or arrangement with the Authority or

whose interests may be substantially affected by performance or non-

performance of the employee’s duties;

(2) a Business or individual where it is clear that the gift is being offered or

given because of the employee’s position with or status as an employee

of the Authority; and

(3) the officers, employees, and agents of a Business defined in subsections

(e)(1) or (e)(2) above.

(f) Real Property means land in the Washington, D.C., Standard Metropolitan

Statistical Area together with any structures and other improvements thereon,

and including any rights or interests in land or improvements or both.

(g) Substantial Financial Interest means any of the following:

(1) Ownership of Interest in a Business. An ownership interest (e.g.,




(2) Ownership of Interest in Real Property. An ownership interest in Real

Property, which interest has a fair market value greater than $15,000.

(3) Imputed Substantial Financial Interest in a Business Due to

Employment by or Ownership of Another Business. An employee has

an imputed Substantial Financial Interest in a Business that provides

revenues to another Business by which a member of the employee’s

Immediate Family is employed or in which a member of the

employee’s Immediate Family has an ownership interest, as defined

above in subsection (g)(1), whenever those revenues, for the current or

immediately preceding fiscal year, exceed the greater of $10,000 or

three percent (3%) of the gross income received in the year by such

Business.

(4) Income from a Business or Real Property. Income in any form

(whether or not deferred) from a Business or Real Property, including,

but not limited to, wages, salaries, fringe benefits, interest, dividends,

or rent that exceeds or may reasonably be expected to exceed $1,000

annually. Income also includes the prospect of income arising, for

example, from an upcoming job with or an offer of employment from a

Business.

(5) Pledge or Surety for the Benefit of a Business. Personal indebtedness

(incurred or assumed) on behalf of a Business that exceeds the lesser of

three percent (3%) of the asset value of the Business or $1,000.

(6) Loan or Debt to a Business. Personal indebtedness in excess of $1,000

owed to a Business except a debt incurred in the ordinary course of

business on usual commercial terms (e.g., a mortgage liability secured

by a personal residence of the employee or the employee’s spouse; a

loan liability secured by a personal motor vehicle, household furniture,

or household appliances; a personal revolving line of credit or capital

contribution loan liability; or a debit, credit, or other revolving charge

account liability).

(7) Personal Representation of a Business. Personally representing or

providing professional services to a Business, including legal, audit,

accounting, financial, and consulting services, regardless of the specific

subject matter of the representation or amount of compensation

received.

(8) Fiduciary Duty Owed to a Business. The duty owed to a Business by a

director, officer, or general partner of the Business, even without

financial remuneration from the Business.

(9) Exclusions. The following financial interests are excluded from

Substantial Financial Interests: checking or savings accounts, money

market accounts, and other demand deposits; government bonds;

certificates of deposit; and mutual funds, pension plans, employee

benefit plans, trusts, estates, and other similar funds, plans, and entities

administered by an independent party without participation by the

employee or the employee’s Immediate Family members in the

selection or designation of financial interests held by the fund, plan, or

entity.

5. GIFTS

This Section 5 sets forth rules regarding employees’ solicitation and acceptance of

gifts.

(a) General Prohibition on Solicitation. Employees shall not solicit gifts,

regardless of their value, from a Prohibited Source or from any subordinate

employee. However, when authorized by the Ethics Officer and acting on

behalf of the Authority (or a trade association, business group, or similar entity

on which the employees represent the Authority), employees may solicit

donations from a Prohibited Source for the support of an event sponsored in

whole or in part by the Authority (or by the trade association, business group,

or similar entity). For example, employees may solicit donations from a

Prohibited Source for the Special Olympics in connection with the Dulles Day

Plane Pull, for the United Way golf tournament, and for events sponsored by

the American Association of Airport Executives.

(b) General Prohibition on Acceptance. Except as permitted below in subsection

(c), employees shall not accept gifts directly or indirectly from a Prohibited

Source. In general, employees may not accept any item of value for the

performance of their Authority duties other than the compensation they receive

from the Authority.

A gift is accepted directly when it is provided to and accepted by the

employee. A gift is accepted indirectly when (i) it is provided to and accepted

by any member of the employee’s Immediate Family, with the employee’s

knowledge and acquiescence, and because of that family member’s

relationship to the employee or (ii) it is provided to and accepted by any other


approved by the Ethics Officer, on the basis of a designation, recommendation,

or other specification made by the employee.

(c) Exceptions to Prohibition on Acceptance. Employees are permitted to accept

from Prohibited Sources the gifts described in this subsection that otherwise

would be prohibited by subsection (b).

(1) Gifts to the Authority. When representing or acting on behalf of the

Authority at events or on other occasions, employees may accept gifts

that are offered or given to the Authority. The gifts listed below are

deemed to be gifts to the Authority and, therefore, do not constitute

gifts to the employees accepting them on behalf of the Authority.

(i) Speaking Engagements and Events. Employees may accept on

behalf of the Authority a gift of free attendance to an event at

which they are speaking, presenting information, or otherwise

participating as representatives of the Authority. Attendance

may include food, beverages, refreshments, entertainment,


attendees as an integral part of the event, but not travel or

lodging unless waived by the President under subsection (h)

below. (See the Authority’s Contributions Policy for further

guidance on invitations to speak.)

(ii) Representative. Employees may accept on behalf of the

Authority a gift of free attendance to or participation in an

event, gathering, meeting, or other activity or occasion at which

they are representing the Authority, with the advance, written

approval of the Ethics Officer based on a determination that it is


activity through one or more representatives. Attendance and

participation may include food, beverages, refreshments,

entertainment, favors, and other items given in recognition of

attendance to all attendees or participants as an integral part of

the event or activity, but not travel or lodging unless waived by

the President under subsection (h) below. The Ethics Officer

may determine that it is in the interest of the Authority to be

represented at events, activities and occasions falling within one

or more categories (e.g., all events recognizing the opening of

new restaurants in an airport terminal), and may approve in

advance the acceptance of a gift of free attendance to events,

activities and occasions falling within the categories.

(iii) Ceremonial Gifts. Employees may accept on behalf of the

Authority gifts offered (e.g., by representatives of foreign

airports or governmental units) while the employee is serving as

a representative of the Authority. Employees are to turn these

gifts over as soon as practicable to the Ethics Officer for

disposition.

(iv) Gifts of Instruction or Training. Employees who have been

designated by the Authority may accept on behalf of the

Authority gifts of instruction or training that have been offered

to the Authority (e.g., meetings of users’ groups).

(2) Gifts to Employees. Employees may accept gifts from Prohibited

Sources under the following circumstances:

(i) Gifts of Attendance to Widely Attended Gatherings. Employees

may accept a gift of free attendance to a widely attended

gathering (defined below), or an appropriate portion of such an

event, with the advance, written approval of the Ethics Officer

based on a determination that the employee’s attendance is in

the interest of the Authority because it furthers Authority

objectives.

A widely attended gathering can take many forms, including,

but not limited to, a reception, a luncheon or dinner event, a

banquet, a conference, and an activity-based event (e.g., a

meeting of a Chamber of Commerce, a reception at a

conference that is not part of the conference agenda). A

gathering is widely attended if it is expected that a large number

of individuals will attend and such individuals will bring

differing interests, perspectives, and viewpoints to the

gathering. A sporting, theatrical, musical, or similar spectator

event will usually not be deemed to be a widely attended

gathering.

The Ethics Officer will determine whether it is in the

Authority’s interest for employees to attend any particular

widely attended gathering. Relevant factors that should be

considered include the purpose of the gathering, the relevance

and importance of the gathering to the Authority, the market

value of the gift of free attendance, and the identity of expected

attendees and the range of interests, perspectives, and

viewpoints they will bring to the gathering.

Attendance may include food, beverages, refreshments,


attendance to all attendees as an integral part of the event, but

not travel or lodging unless waived by the President under

subsection (h) below.

(ii) Gifts of Attendance to Authority-Sponsored Events. With the

advance written approval of the Ethics Officer, employees may

accept a gift of free attendance to an event that is sponsored in

whole or in part by the Authority to recognize one or more

Authority officers or employees or an Authority achievement or

milestone, or to raise funds for a charitable organization or

cause. Attendance may include food, beverages, refreshments,





(iii) Gifts that Constitute Prizes. Employees may accept a gift that is

a prize given to successful competitors in competitive contests

or events or to persons based upon random drawings (including

door prizes given randomly).

(iv) Gifts of $25 or Less. Employees may accept a gift other than

cash of less than $25 from a prohibited source, so long as the

aggregate market value of individual gifts an employee receives

from the same Prohibited Source in a calendar year does not

exceed $50. If the market value of a gift exceeds $25 (or the

aggregate market value of multiple gifts exceeds $50), an

employee may not pay the excess value over $25 (or $50) in

order to accept the gift.

(v) Personal Gifts. Employees may accept a gift that is offered by

a director, officer, or employee of a Prohibited Source under

circumstances that make it clear that the gift is motivated by a

personal friendship or family relationship rather than the

position of the employee. Relevant factors in deciding whether

a gift is motivated by a personal friendship or family

relationship include the history of the friendship or relationship

and whether the cost of the gift is paid by the individual with

whom the friendship or relationship exists or by the individual’s

employer.

(vi) Gifts to Family Members. Employees may accept a gift

indirectly where the gift results from the business or

employment activities of the recipient member of the

employees’ Immediate Family and it is clear from the

circumstances that the gift is not being offered or given because

of the employees’ position with the Authority.

(vii) Gifts of Generally Available Items. Employees may accept gifts

that represent an opportunity or benefit, including favorable air

fares, commercial discounts, and upgrades of service from air

carriers, that is available either to the public (e.g., frequent flyer

miles) or to a class of individuals consisting of all Authority

employees or everyone working at an airport (e.g., discounts

offered by concessionaires in the terminals to everyone with an

airport badge). The acceptance of a gift representing an

opportunity or benefit, including, for example, an upgrade of air

service, that is made available to any other class of Authority

employees including a class of one employee, is not permitted.

(viii) Gifts in Recognition of Retirement or Resignation. Employees

may accept gifts that are given in recognition of their retirement

or resignation from the Authority ten or fewer days before the

effective date of the retirement or resignation.

(d) Impropriety and Appearance of Impropriety. Employees must be mindful of

perceptions and appearances that can arise from their acceptance of gifts from

a Prohibited Source that are permitted under subsection (c). Consequently,

employees should not accept gifts, even though permitted under that

subsection, (1) in return for being influenced in the performance of their

official duties, (2) from the same or different sources on such a frequent or

regular basis that a reasonable person could be led to believe that employees

are using their positions for personal gain or are not performing the duties of

their positions in an impartial manner, or (3) in violation of the law.

(e) Gifts from Subordinates. Employees shall not accept gifts from subordinate

employees, except gifts given:

(1) in recognition of special, non-recurring occasions of personal

significance such as a marriage, illness, or death in the family and the

birth or adoption of a child; and

(2) in recognition of the official superior’s retirement or resignation or the

termination of the subordinate-official superior relationship by transfer.

(f) Remedies for Receipt of Improper Gifts. Employees who have received a gift

that may not be accepted under this Code must take one of the following steps:

(1) pay to the giver the market value of the gift, whether the gift consists of

a tangible (e.g., book, stuffed animal) or intangible (e.g., ticket to a

sporting or entertainment event) item. The market value of the gift may

be estimated by reference to the retail cost of similar items of like

quality. However, when employees intend to retain a gift and pay the

giver its market value, they shall consult with the Ethics Officer

regarding the market value of the gift. Moreover, when employees who

have accepted a gift reciprocate by giving a gift to the giver of that gift,

their reciprocation does not constitute a payment of the fair market

value of the gift; or

(2) return the gift to the giver;

provided, however, that a gift of perishable items (e.g., basket of fruit) which is

delivered not by the giver but by a third party (e.g., Federal Express) may, with

the concurrence of the Ethics Officer or the recipient employee’s supervisor,

be given to an appropriate charitable organization, shared within the

employee’s office or working unit, or destroyed.

.

(g) Consultation with Ethics Officer. Employees should seek the advice of the

Ethics Officer when attempting to determine whether a particular offer of an

item of value may constitute a gift that may not be accepted under this Code.

(h) Waiver from the President. When the President determines that it is in the

Authority’s interest to waive this Code’s prohibition against an employee’s

acceptance of a gift from a Prohibited Source (e.g., travel and lodging from an

organization that has invited the employee to speak on behalf of the Authority

at an event the organization is sponsoring), the President may waive the

prohibition, and the employee may accept the gift. The President will report

any such waiver to the Board of Directors.

6. MISUSE OF AUTHORITY POSITION

(a) Employees shall not use their positions with the Authority for the purpose of

advancing their own personal financial gain; for the endorsement of any

product, service, or enterprise, whether or not the endorsement is for the

employee’s personal financial gain; for the private financial gain of friends or

relatives; or for the financial gain of any entity or individual with whom

employees are affiliated (including nonprofit organizations of which the

employees are officers or members) or with which employees have or are

seeking employment or a business relationship.

Thus, for example, employees may not ask an Authority contractor or

subcontractor to hire or consider hiring a relative or friend or inform a

contractor that they are referring to the contractor a relative or friend who is

seeking employment or work. However, employees are not precluded by this

subsection from responding to a request for an employment recommendation

or character reference based upon the employee’s personal knowledge of the

ability or character of an individual, other than a relative, who is being

considered for employment by the Authority or an Authority contractor.

(b) Employees shall not engage in financial transactions using confidential,

proprietary, or sensitive information of the Authority; allow or cause the

improper use of such information to further any personal or private interest; or


advance of the time prescribed for its authorized disclosure, except where

required by law.

7. CONFLICT OF INTERESTS

(a) Conflict of Interests. An employee has an actual conflict of interests in a

matter before the Authority whenever the employee or a member of the

employee’s Immediate Family has a Substantial Financial Interest in a

Business or Real Property and that Business or Real Property may be directly

affected by an action or decision of the Authority.

An employee has an apparent conflict of interests in a matter before the

Authority whenever (1) the employee or a member of the employee’s

Immediate Family has a personal interest of which the employee is aware (e.g.,

because the matter may affect a relative or because the employee has a

Substantial Financial Interest in the parent company of the Business that may

be affected by the matter), and (2) that personal interest could reasonably

appear to conflict with the ability of the employee to Participate fairly and

objectively in the matter in the best interests of the Authority.

Employees shall not Participate in any Authority transaction or other matter in

which they have an actual conflict of interests (e.g., in a lease or contract

negotiation, a solicitation or contract award process, the administration of a

lease or contract, or an investment of Authority funds). Whenever faced with

an actual or apparent conflict of interests, employees shall follow the

procedure set out in subsection (b) below.

(b) Disqualification and Written Recusal Procedure. Employees shall bring to

the attention of the Ethics Officer any situation that they believe presents for

them an actual or apparent conflict of interests (except as otherwise provided

in subsection (c)). The Ethics Officer shall gather and review information

relevant to the situation presented by an employee and determine whether the

employee has a conflict of interests that requires the employee not to

Participate in certain transactions or other matters absent a waiver from the

President. If an affirmative determination is made, the Ethics Officer shall

execute a written recusal agreement with the employee and the employee’s

supervisor that, among other things, requires the employee not to Participate in

certain transactions or other matters.

(c) Other Employment. Employees may acquire a Substantial Financial Interest

in a Business by virtue of a second job with that Business. An employee shall

not hold a second job with a Business where the employee’s interest in that job

would significantly conflict with the interest of the Authority in the employee’s

impartial performance of the duties of the position he or she holds with the

Authority. Such a conflict of interests would exist where, in order to avoid the

conflict, the employee would be required to withdraw from performing

significant parts of the duties of his or her position, resulting in a material

impairment to the employee's ability to perform in that position.

Employees considering a second job with a Business shall consult with the

Ethics Officer who will determine whether the job presents a conflict of

interests that would preclude the employee from accepting the job. In making

that determination, the Ethics Officer should consider whether a reasonable

person with full knowledge of the relevant facts would question the

employee’s impartiality in performing his or her Authority duties. Only if the

Ethics Officer determines in writing that there would be no conflict of interests

may an employee assume a second job with a Business.

This subsection (c) does not apply to a member of an employee’s Immediate

Family accepting a job with a Business. Thus, employees are not required to

seek the approval of the Ethics Officer in order for members of their

Immediate Families to work for a Business. However, an employee may still

wish to consult the Ethics Officer if an actual or apparent conflict of interests

relating to the Business would be imputed to the employee by virtue of the

employee’s Substantial Financial Interest in the Business due to the family

member’s employment by the Business.

(d) Interest in Certain Aviation-Related Businesses. Employees identified in

Section 8(a), as well as members of their Immediate Families, shall not have a

Substantial Financial Interest in an aeronautical, aviation services, or airport

services Business that does not have and is not seeking a contract or agreement

with the Authority but otherwise has interests that can be directly affected by

the Authority. This shall not preclude, however, acquisition of interests in one

or more mutual funds, employee benefit plans, or other investment plans

holding interests in such Businesses that are administered by an independent

party without participation by the employee or his or her Immediate Family

members in the selection or designation of financial interests held by the fund

or plan.

(e) Waiver from the President. When the President determines that the Authority

is better served by waiving an employee’s conflict of interests under this

Section 7 or due to a family relationship under Section 9, the President may do

so. The President will report any such waiver to the Board of Directors.

8. DISCLOSURE OF SUBSTANTIAL FINANCIAL INTERESTS AND OTHER

MATTERS; CERTIFICATIONS

(a) Employees Required to Make Annual Disclosure. To avoid conflicts of

interests from arising and to assure the public of their impartiality, the

following employees shall disclose their Substantial Financial Interests and

other matters in accordance with subsection (b) below:

(1) the President, all Executive Vice Presidents, Vice Presidents, and

Deputy Vice Presidents, and all employees who report directly to any

of them;

(2) all employees in the Office of the Board of Directors and in the Office

of Audit;

(3) all employees who have contracting authority;

(4) in the Office of Finance, all employees in the Department of Treasury

and in the Divisions of Revenues and Billings and Accounts Payable

and all Assistant Controllers;

(5) in the Office of Revenue, all employees in the Department of Business

Development (Real Estate);

(6) at Reagan National Airport, the Deputy Manager of Engineering and

Maintenance and all employees in the Division of Contract

Management and the Division of Lease and Terminal Services in the

Department of Airport Administration;

(7) at Dulles International Airport, the Deputy Managers of Airport

Operations and of Engineering and Maintenance and all employees in

the Division of Leasing Management and the Division of Contract

Management in the Department of Airport Administration;

(8) all employees in Corporate Risk and Strategy; and

(9) in the Office of Supply Chain Management, all employees in the

Procurement and Contracts Department.

(b) Content of Disclosure. Every employee identified in subsection (a) shall

disclose and certify within 30 days of starting work with the Authority and by

January 31 of each year thereafter, on a form provided by the Authority, the

following information as of the date of the disclosure:

(1) any Substantial Financial Interests in a Business or Real Property

(except the employee’s principal residence) held by the employee or

any member of the employee’s Immediate Family;

(2) any positions of employment held by the employee or any member of

the employee’s Immediate Family during the prior calendar year,

whether on a full- or part-time basis;

(3) any gifts, whether or not permitted to be accepted by this Code,

accepted, directly or indirectly, by the employee during the prior

calendar year from a single Prohibited Source whose aggregate value

exceeded $350; provided, that this subsection (b) (3) does not apply to

gifts to the Authority as defined in Section 5(c)(1) or to personal gifts,

gifts to family members, or gifts of generally available items as defined

in Section 5(c)(2); and

(4) any outside positions held by the employee or any member of the

employee’s Immediate Family during the prior calendar year as a

director, officer, general partner, or trustee of a Business or other entity,

including a nonprofit organization, a labor organization, and an

educational or other institution of higher learning. Positions held in a

religious, social, fraternal, or political entity are not required to be

disclosed.

(c) Employees Serving on Procurement Evaluation Committees. Before

beginning the evaluation of proposals submitted in an Authority procurement,

each member of the committee evaluating the proposals (whether a voting or

advising member) shall certify, on a form provided by the Authority, that

neither the committee member nor any member of the committee member’s

Immediate Family has a Substantial Financial Interest in any offeror that has

submitted a proposal. If, during the committee’s deliberations, a member

acquires or determines that he or she or any of the member’s Immediate

Family has a Substantial Financial Interest in a first tier subcontractor to one of

the offerors, the member shall immediately notify the Contracting Officer and

shall not participate further in the committee’s deliberations.

(d) Employees Involved in Administration of Contracts. Before beginning the

administration of a contract and annually thereafter during the life of the

contract by January 31, employees who have been delegated contracting

authority, Contracting Officer’s Technical Representatives, and alternates to

such representatives shall certify, on a form provided by the Authority, that

neither they nor any of their Immediate Families have a Substantial Financial

Interest in the Business that is the contract’s prime contractor or in any

Business that is a first tier subcontractor. This certification requirement shall

apply to Contracting Officers’ Technical Representatives and their alternates

whether or not they are employees of the Authority. If, in the course of a year,

an employee who has been delegated contracting authority or who is a

Contracting Officer’s Technical Representative or alternate acquires or

determines that he or she or any of the employee’s Immediate Family has a

Substantial Financial Interest in the contract’s prime contractor or a first tier

subcontractor, the employee shall immediately notify the Ethics Officer and

cease performing any role in connection with the contract.

9. NEPOTISM

(a) For the purposes of this Code, the term “relative” means the following:

husband, wife, domestic partner, father, mother, grandfather, grandmother,

son, daughter, stepson, stepdaughter, granddaughter, grandson, brother, sister,

uncle, aunt, nephew, niece, father-in-law, mother-in-law, daughter-in-law, son-

in-law, sister-in-law, and brother-in-law.

(b) An employee shall not participate in the making of a decision to hire, appoint,

employ, or promote a relative of the employee or in the making of any other

decision or the taking of any action that has the potential to affect a relative,

including making an attempt to influence another employee to make a decision

or take an action affecting a relative.

(c) An employee may not work in or be assigned to a position which will result in

a situation where: (i) a relative of the employee directly or indirectly may

supervise, control, or influence the work or the employment status of the

employee; (ii) the employee directly or indirectly may supervise, control, or

influence the work or the employment status of the relative; or (iii) the

employee or relative may supervise, control, or influence the affairs of the

organizational unit in which the other works. However, during exceptional

circumstances, organizational necessity may lead to the adoption of working

relationships between relatives that are normally prohibited. These situations

are to be avoided as much as practicable and discontinued at the earliest

practicable time.

10. POST-EMPLOYMENT CONFLICTS OF INTERESTS

(a) Permanent Restrictions Relating to Particular Matters. No employee, at any

time after the termination of employment with the Authority, shall knowingly

make, with the intent to influence, any communication to or appearance before

the Board of Directors or any officer or employee of the Authority, on behalf

of an entity or individual other than the Authority or the former employee

himself or herself, in connection with a particular matter:

(1) in which the Authority is a party or has a direct and substantial interest;

(2) in which the former employee participated personally and substantially

as an Authority employee; and

(3) which involved a specific party or specific parties at the time of such

personal and substantial participation.

(b) Two-year Restrictions Relating to Particular Matters. No employee, for a

period of two years after the termination of the employee’s employment with

the Authority, shall knowingly make, with the intent to influence, any

communication to or appearance before the Board of Directors or any officer

or employee of the Authority, on behalf of an entity or individual other than

the Authority or the former employee himself or herself, in connection with a

particular matter:

(1) in which the Authority is a party or has a direct and substantial interest;

(2) which the former employee knows or reasonably should know was

actually pending within an area of the Authority for which the former

employee was responsible at any time during the year before the

termination of the former employee’s Authority employment; and

(3) which involved a specific party or specific parties at the time it was

pending.

(c) One-year Cooling-Off Period for Certain Employees. No employee identified

in Section 8(a), for a period of one year after the termination of the employee’s

employment with the Authority, shall knowingly make, with the intent to

influence, any communication to or appearance before the Board of Directors

or any Director, officer, or employee of the Authority on behalf of any

Business or individual other than the former employee himself or herself.

(d) One year Cooling-Off Period for New Authority Employees. No employee,

for a period of one year after terminating the employee’s relationship with a

Business, whether as an employee, officer, trustee, general partner, contractor,

attorney, or agent, shall participate in a matter that is likely to have a direct

effect on an interest of the Business.

11. ROLE OF AUTHORITY MANAGEMENT AND GENERAL COUNSEL

Authority management shall be responsible for fostering the highest ethical standards

for the Authority and its employees thereby strengthening public confidence that the business

of the Authority is being conducted with impartiality and integrity. The General Counsel

shall be responsible for assisting the Ethics Officer in the performance of the officer’s duties

and responsibilities, including when the officer is advising employees about the application of

the Code to specific questions or situations presented by employees.

12. ETHICS OFFICER

(a) Designation. The President, with the approval of the Board, shall designate an

Authority employee to serve as the Authority Ethics Officer who will have and

perform the responsibilities assigned to such officer in this Code and the

Authority’s Code of Ethics for Members of the Board of Directors. An

employee’s designation as the Ethics Officer shall continue until rescinded by

the President.

(b) Duties. The Ethics Officer is charged with fostering the highest ethical

standards for the Authority and its Directors and employees, thereby

strengthening public confidence that the business of the Authority is conducted

with impartiality and integrity. Specifically, the Ethics Officer is responsible

for the following:

(1) distributing copies of this Code to employees;

(2) distributing, receiving, reviewing, and maintaining disclosures

submitted by employees under Section 8(b);

(3) distributing, receiving, reviewing, and maintaining annual certifications

submitted by employees and other individuals under Section 8(d);

(4) advising employees on potential conflicts of interests;

(5) drafting and executing written recusal agreements with employees and

the employees’ supervisors when required by this Code;

(6) advising employees in determining whether offers of gifts to employees

may be accepted consistent with this Code;

(7) providing training on this Code to new employees within 30 days of the

start of their employment with the Authority and to all other employees

on an annual basis; and

(8) receiving allegations of violations of this Code, conducting

investigations into all such allegations when warranted, and thereafter

determining whether there has been a violation of this Code and

working with the Office of Human Resources in disciplining the

employee.

(c) Opinion of Ethics Officer. No employee may be found to have violated this

Code if the alleged violation followed from the employee’s good faith reliance

on a written opinion from the Ethics Officer that was made after a full and

accurate disclosure by the employee of all material facts.

13. ENFORCEMENT AND PENALTIES

(a) Employees shall be subject to discipline, including termination of their

employment with the Authority, for violations of the provisions of this Code.

Whether particular circumstances constitute a violation of this Code shall be

determined from the perspective of a reasonable person with knowledge of the

relevant facts. Guidelines regarding the level of discipline that may be

imposed for violations of this Code are set forth in Appendix A of the Conduct

and Discipline Directive.

(b) Any alleged violation of this Code by the President shall be processed and

enforced under Section 11 of the Code of Ethics for Members of the Board of

Directors.




individual against the Authority or any of its Directors, officers, or employees or against any


Attachment C

Redlined Version of

2012 Code of Ethics

for Members of the Board of Directors

Showing Amendments Made by

Currently Proposed Amended and Restated

Code of Ethics for Board of Directors



CODE OF ETHICS

FOR


(Effective January 1. , 2018)

1. PURPOSE AND POLICY

The Board of Directors of the Metropolitan Washington Airports Authority (the

“Authority”)) recognizes that community and industry support of the Authority's programs is

dependent, in large part, upon community and industry trust in the Directors of the Authority.

The Board of Directors finds and declares that the community and the industry are entitled to be

assured that the judgment of the Directors of the Authority will not be compromised or affected

by conflicting interests. Directors, Board leadership, and Authority management are responsible

for fostering high ethical standards for the Authority and its employees, thereby strengthening

public confidence that the business of the Authority is being conducted with impartiality and

integrity. Toward this end, this Code prescribes standards of ethical conduct and reporting

requirements for members of the Board of Directors.

2. 2. DIRECTORS’ BASIC DUTY

Directors are expected to act in the best interests of the Authority in carrying out their

duties as members of the Board, and to not knowingly engage in conduct that would violate the

standards of this Code or bring discredit upon the Authority. Regardless of whether specifically

prohibited by this Code, Directors must endeavor to avoid conflicts of interestinterests or even

the appearance of a conflict of interests, refrain from using the position of Director for private

gain, refrain from giving undue preferential treatment to any person or entity, avoid

compromising independence or impartiality, refrain from making Authority decisions outside of

official channels, and avoid any other action that is likely to adversely affect the confidence of

the public in the integrity of the Authority.

3. 3. CONFLICTS OF INTERESTS

(a) Actual and Apparent Conflicts. An of Interests.

(a) Actual Conflict. A Director has an actual conflict of interests arisesin a matter before the

Authority whenever athe Director or a member of the Director’s Immediate Family:

(i) has a Substantial Financial Interest in an Interested Party; or

(ii)(1) has a Substantial Financial Interest in any othera Business or Real

Property whichand that Business or Real Property may realize a

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reasonably foreseeable benefit or detriment as a result ofbe directly

affected by an action or decision of the Authority.

(2) AnApparent Conflict. A Director has an apparent conflict of interests

arises in a matter before the Authority whenever a) the Director or

member of the Director’s Immediate Family has any othera personal

interest of which the Director is aware that in the matter (e.g., because the

matter may affect a relative or prior employer of the Director or a

Business which competes with the Director’s employer, or because the

Director has a Substantial Financial Interest in the parent company of the

Business that may be affected by the matter) and b) that personal interest

could reasonably appear to conflict with the fair and objective

performance of the Director’s official dutiesability of the Director to

Participate fairly and objectively in the matter in the best interests of the

Authority.

(b) (b) Recusal; Declaration. Directors are expected to recuse themselves from

participatingParticipating in any Authority matter in which they have an actual

conflict of interests. Directors are also expected to recuse themselves from

participatingParticipating in any Authority matter in which they have an apparent

conflict of interests, unless the Director believesthey believe and publicly

declaresdeclare in the manner described below that the Director isthey are able to

participateParticipate in the matter fairly and objectively in the interestbest

interests of the Authority notwithstanding the appearance of a conflict. When a

Director is Directors are recused from a matter or matters, a written

disqualification and recusal agreement is to be executed.

(i)(1) Recusal Procedures. A Director A Director who has recused himself or

herself from Participating in a matter due to an actual or apparent conflict

of interests shall not vote on, or at any time Participate in, or attempt to

Participate in, the matter or discuss the matter with other Directors or

Authority personnel, any matter from which the Director is recused from

participating. (Directors may, however, consult the Ethics Officer or

General Counsel regarding compliance with the provisions of this Code at

any time.). The Director may remain present any public portion of a

meeting at which the matter is considered, provided the Director does not

remain at the Board or Board committee table or dais during the

discussion and consideration.portion of any meeting when the matter is

being considered. The Director may not attend any portion of an

executive session closed to the public at which the matter is being

considered. The Director shall promptly notify the Chairman of the

conflict of interests and the Director’s recusal, and shall cause the Board’s

official records to reflect the Director’s recusal from participating in the

matter.. Additionally, the fact of the conflict of interests and recusal shall

be publicly announced at any meeting of the Board or Board committee at

which the matter is considered and the Director is present.

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(ii)(2) Declaration Procedures. If a A Director who has an apparent conflict of

interests in a matter and who believes that the Directorhe or she is able to

participateParticipate in athe matter fairly and objectively in the

interestbest interests of the Authority notwithstanding an apparent conflict

of interests, the Director shall, may declare: (1 orally at a Board or Board

committee meeting at which the matter is being considered: a) the nature

of the Director’s personal interest in the parties or matter before the

Authority, and (2b) that the Director is able to participate in the matter

fairly and objectively in the interestbest interests of the Authority. The

Director shall make the declaration orally at any meeting and then

Participate in the consideration of the Board or Board committee at which

the matter is considered.matter. In any other circumstance, the Director

shall file a signed, written declaration with the Secretary of the Board,

who shall cause the declaration to be included in the Board’s official

records and shall make it available for public inspection.

(c) Prohibited Interests.

(i)(1) Prohibited Interests Existing at Time of Appointment; Exceptions. To

qualify for appointment, a prospective Director and members of the

prospective Director’s Immediate Family may not hold a Substantial

Financial Interest in an Interested Party.a Business that has or is seeking a

contract or agreement with the Authority or in an aeronautical, aviation

services, or airport services Business that does not have and is not seeking

a contract or agreement with the Authority but otherwise has interests that

can be directly affected by the Authority. Exceptions to this prohibition

may be made by the appointing official at the time of appointment if the

interest is disclosed to the appointing official and the Director does not

participate in any Authority matter affecting such Interested Party.that

directly affects the interest

(ii)(2) NoProhibited Acquisition of Certain Interests during Term of Service. No

Director or member of the Director’s Immediate Family shall knowingly

acquire any interesta Substantial Financial Interest in a Business that has

or is seeking a contract or agreement with the Authority or in an Interested

Party during the Director’s term of service.aeronautical, aviation services,

or airport services Business that does not have and is not seeking a

contract or agreement with the Authority but otherwise has interests that

can be directly affected by the Authority. This shall not preclude,

however, acquisition of interests in one or more diversified mutual funds,

employee benefit plans, or other investment plans holding interests in an

Interested Partyone or more such Businesses that are administered by an

independent party without participation by the Director or his or her

Immediate Family members in the selection or designation of financial

interests held by the fund or plan.

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(iii)(3) Prohibited Contracts and Employment and Contracts with the Authority

during Term of Service. No Director or member of a Director’s

Immediate Family shall be employed by the Authority during the

Director’s term of service. In addition, no Director, member of the

Director’s Immediate Family, or Business that is wholly or substantially

owned or controlled by a Director or a member of the Director’s

Immediate Family shall be a party to a contract with the Authority during

the Director’s term of service. For purposes of this section,subsection

(c)(3), a Business will be considered “substantially” owned or controlled”

if the Director or a member of the Director’s Immediate Family singly or

in combination owns or controls more than fifty percent (50%) of the

Business (i.e., by value or voting power)..

(c) (d) Authority Procedures for Facilitating Compliance with Conflict of

interestsInterests Restrictions. In order to facilitate compliance with the conflict

of interests provisions of this section, Authority management, on no less than a

quarterly basisthe Ethics Officer, at least one week prior to any meeting of the

Board or Board committee, shall supply to Directors a current list of all Authority

Interested Parties and other Businesses or Propertyand Real Properties that may

be affected by a Board or Board committee decision on particular matters at a

future Board or committee meeting. In addition, at least one week prior to any

meeting of the Board or committee, management shall supply to Directors a list of

Interested Parties and other Businesses or Property that may be affected by a

Board or committee decision on a particular matterare scheduled for consideration

at the upcoming meeting. Directors are entitled to rely on the accuracy of

information supplied to them by the AuthorityEthics Officer pursuant to this

subsection. (d). Directors shall review the information at the time it is supplied

against their current holdings, and shall, as necessary, recuse themselves from

participatingParticipating in any matter in which they have aan actual or apparent

conflict of interests or, in the case of an apparent conflict, make the declaration

described in subsection (b)(ii2) with regard to the matter. Authority management

shall also collect information from Businesses seeking a contract or agreement

with the Authority that will facilitate compliance with this Code, which may

include a requirement for such Businesses to identify whether, to the Business’s

knowledge, any Director or member of the Director’s Immediate Family has a

Substantial Financial Interest in the Business (including a parent entity of the

Business).its parent company, if any.

(d) (e) Definitions. For purposes of The following definitions apply to this Section 3

and throughout this Code:.

(i)(1) Business means a sole proprietorship, corporation, partnership, company,

joint venture, association, joint stock company, or any other form of entity

recognized by law which is engaged in trade, commerce, or the transaction

of business, and any parent entity of the foregoing. For purposes of this









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Code, an entity will be considered a “parent” of a Business if the entity

owns or controls more than fifty percent (50%) of the Business (i.e., by

value or voting power)..

(ii)(2) Immediate Family includes a Director’sof any individual means the

spouse, or domestic partner, and any dependent children within the

meaning of Section 152 of the Internal Revenue Code living in the

Director’ssame household as the individual, and any other

personindividual over whose financial affairs the Directorindividual has

substantial legal or actual control.

(iii) Interested Party means any Business that has or is seeking a contract or

agreement with the Authority or is an aeronautical, aviation services or airport services

enterprise that otherwise has interests that can be directly affected by decisions or

actions of the Authority.

(iv)(3) Participate means approving, disapproving, making, undertaking,

discussing, influencing or attempting to influence an action or decision of

the Authority.

(v)(4) Real Property means real property, including land in the Washington,

D.C., Standard Metropolitan Statistical Area, together with any structures

orand other improvements thereon, andincluding any rights or interests in

land and/or improvements or both.

(vi)(5) Substantial Financial Interest means:

(1)(i) Ownership of Interest in a Business. Ownership interest (e.g.,


percent (3%) of the total equity of the Business, or has a fair

market value greater than $15,000 or yields more than $1,000 in

annual income.

(ii) Ownership of Interest in Real Property. Ownership interest in

Real Property that , which interest has a fair market value greater

than $15,000 .

(2) Imputed Substantial Financial Interest in a Business Due to Employment

by or yields more than $1,000 in annual income.

(3)(iii) Ownership of Another Business. A Director has an imputed

Substantial Financial Interest in or Employment by a Business

Receiving Income from an Interested Party. Employmentthat

provides revenues to another Business by which the Director or a

member of the Director’s Immediate Family is employed or in

which the Director or a member of the Director’s Immediate


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Family has an ownership (interest, as defined above in

subparagraph (1)) in a Business receiving revenues from an

Interested Party of at leastsubsection (e)(5)(i), whenever those

revenues, for the current or immediately preceding fiscal year,

exceed the greater of $10,000 or three percent (3%) of the

Business’s gross income for its current or preceding fiscal year,

whichever is greater.received in the year by such Business.

(4)(iv) Income. from a Business or Real Property. Income in any form

(whether or not deferred) from a Business or Real Property,

including, but not limited to, wages, salaries, fringe benefits,

interest, dividends, or rent that exceeds or may reasonably be

expected to exceed $1,000 annually. Income also includes the

prospect of income arising, for example, from an upcoming job or

offer of employment with a Business.

(5)(v) Pledge or surety.Surety for the Benefit of a Business. Personal

liabilityindebtedness (incurred or assumed) on behalf of a Business

that exceeds the lesser of three percent (3%) of the asset value of

the Business or $1,000.

(6)(vi) Loan or debt.Debt to a Business. Personal indebtedness of $1,000

or more to a Business, except a debt incurred in the ordinary

course of business on usual commercial terms (e.g., a mortgage

liability secured by a personal residence of the Director or the

Director’s spouse; a loan liability secured by a personal motor

vehicle, household furniture, or household appliances; a personal

revolving line of credit or capital contribution loan liability; or a

debit, credit or other revolving charge account liability).

(7)(vii) Personal Representation. of a Business. Personally representing or

providing professional services to a Business, including legal,

audit, accounting, financial, and consulting services, regardless of

the specific subject matter of the representation or amount of

compensation received.

(8)(viii) Fiduciary Duty. Owed to a Business. The duty owed to a

Business by a director, officer, or general partner of the Business,

even without financial remuneration from the Business.

(9)(ix) Exclusions. The following financial interests are excluded from

“Substantial Financial Interests”:: checking or savings accounts;,

money market accounts, and other demand deposits; government

bonds; certificates of deposit; and diversified mutual funds,

pension plans, employee benefit plans, trusts, estates and other

similar funds, plans, and entities administered by an independent




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party without participation by the Director or the Director’s

Immediate Family members in the selection or designation of

financial interests held by the fund, plan, or entity.

(10) Imputed Interest. The financial and other interests in a Business or

Property held by the members of a Director’s Immediate Family are imputed to the

Director for purposes of this Code.

4. POST-SERVICE RESTRICTIONS

(a) No Contracts or Employment with the Authority for Two Years. No Director or

member of a Director’s Immediate Family shall be employed by the Authority for

two years following the conclusion of the Director’s term of service. In addition,

no Director, member of the Director’s Immediate Family, or any Business that is

wholly or substantially owned or controlled by a Director or a member of the

Director’s Immediate Family shall be a party to a contract with the Authority for

two years following the conclusion of the Director’s term of service. For

purposes of this section,subsection (a), a Business will be considered

“substantially” owned or controlled if the Director or member of the Director’s

Immediate Family singly or in combination owns or controls more than fifty

percent (50%) of the Business (i.e., by value or voting power)..

(b) No Representation of Third-Parties before the Authority for Two Years. No

Director, within two years of the conclusion of the Director’s term of service,


appearance before the Board of Directors or any Director, officer, or employee of

the Authority on behalf of a Business or personindividual other than the Authority

in connection with a particular matter that the former Director knows or

reasonably should know was pending during his or herthe Director’s term of

service.

5. 5. USE OF AUTHORITY POSITION

(a) General Rule. Directors shall not use their positionpositions with the Authority

for the purpose of advancing their own personal financial gain,; for the

endorsement of any product, service, or enterprise in which they have a financial

interest,; or for the private financial gain of friends, relatives, or individuals or

entities with which they are affiliated, including nonprofit organizations of which

they are officers or members, or with which they have or seek employment or

business relations. Notwithstanding the foregoing, based on personal knowledge,

a Director may: (i a) refer to the Authority President individuals other than

relatives (as defined below in subsection 5(d)) who whom the Director believes,

based on personal knowledge, may be suitable candidates for employment and

individuals and entities which the Director believes, based on personal

knowledge, may be able to provide products or services of potential interest to the

Authority; following such referral, the Director shall take no action to influence a

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decision or action by Authority management to employ or contract with such

individuals or entities; and (iib) respond to a request for an employment

recommendation or character reference for individuals other than relatives who

are being considered for Authority employment. when the Director has personal

knowledge of the individual’s qualifications for the employment in question.

Following such a referral, the Director shall take no action to influence a decision

or action by Authority management to employ or contract with such individuals or

entities.

(b) Confidential Information. Directors shall not engage in financial transactions

using proprietary, sensitive, or confidential information of the Authority,; allow or

cause the improper use of such information to further any private interest,; or


advance of the time prescribed for its authorized disclosure, except where and to

the extent necessary to fulfill the Director’s responsibility as a member of the

Board of Directors and where required by law.

(c) Solicitation of Political or Charitable Contributions. Directors shall not solicit

any support or financial assistance from the Authority or from any Authority

employee for any political party, candidate or political committee, or for any

charitable purpose. The Authority shall not give any support or financial

assistance solicited by a Director in violation of this Code.

(d) Influence with regardRegard to Relatives. A Director shall not

participateParticipate in, address or discuss, or attempt to influence in any manner

a decision by the Board or Authority management to hire, appoint, employ, or

promote, or to enter a contract, lease, or other agreement with a personan

individual who is a relative of the Director. For the purposes of this subsection,

(d), the term “relative” means the following: husband, wife, domestic partner,

father, mother, grandfather, grandmother, son, daughter, stepson, stepdaughter,

granddaughter, grandson, brother, sister, uncle, aunt, nephew, niece, father-in-

law, mother-in-law, daughter-in-law, son-in-law, sister-in-law, or brother-in-law.

6. 6. COMPENSATION AND REIMBURSEMENT OF EXPENSES

Directors do not receive compensation for serving as a Director of the Authority.

Directors may, however, be reimbursed by the Authority for reasonable, authorized, and properly

documented expenses incurred in connection with the discharge of their official duties, in

accordance with and to the extent permitted under the Authority’s expense reimbursement

policies. Directors are expected to exercise prudence when incurring expenses in connection

with official duties.

7. 7. GIFTS

(a) Definitions. The following definitions apply to this Section 7:











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(i)(1) Gift. A gift is any gratuity, favor, discount, entertainment, hospitality,

loan, forbearance, or other item having Gift means any item, tangible or

intangible, which has a monetary value and for which the recipient does

not pay fair market value. A gift therefore includes, but is not limited

to,The following are examples of items that may constitute a gift: cash, a

meal,; loans; food, beverages, and meals; merchandise,; services,;

admission to a or attendance at sporting event, admission to aevents,

theatrical, or musical or otherevents, and similar spectator event,or

entertainment events; admission to an event or activityattendance at events

in which personsindividuals are participants (e.g., a conference or golfing

event),); admission to or attendance at receptions; travel,; transportation;

and lodging. The recipient of a gift will be considered to not have paid fair

market value for it when the item is given as a gratuity or favor (i.e., no

payment is made by the recipient) or is provided at a discounted or

reduced price (i.e., the payment made by the recipient is less than the

item’s fair market value). It does not matter whether a giftthe item is

provided to the recipient in kind or in the form of a ticket, a payment in

advance, or a reimbursement of an expense thatthe recipient has been

incurred; in. In all these cases, the item provided is considered a gift.

(ii)(2) Prohibited Source. A Prohibited Source is means:

(1) an “Interested Party” as defined in Section 3(e)(iii) of this Code;

(2)(i) a Business or individual that has or is seeking a contract or other

form of agreement with the Authority or whose interests may be

substantially affected by the performance or non-performance of

the Director’s duties;, and

(3)(ii) a Business or individual that has offered or given a gift to a

Director where it is clear that the gift would not have been offered

or given were the Director not a member of the Authority Board of

Directors.

(iii) For purposes of this subsection (a)(2), Business means a Business

as defined in Section 7, “Business” includes 3(e)(1) and the

officers, employees, and agents of the Business.

(b) Solicitation of Gifts. A Director shall not solicit a gift, regardless of its value,

from a Prohibited Source or from any Authority officer or employee, except as

specifically permitted pursuant toin the exceptionexceptions set forth in Section 1

of Appendix A to this Code.

(c) Acceptance of Gifts.







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(i)(1) General Rule. Directors shall not accept any gift, directly or indirectly,

from a Prohibited Source, except as specifically permitted pursuant toby

the exceptions set forth in Section 2 of Appendix A to this Code.

(ii)(2) Direct and Indirect Acceptance. A gift is accepted “directly” when it is

provided to and accepted by the Director. A gift is accepted “indirectly”

when (1)a) it is provided to and accepted by a member of the Director’s

Immediate Family, with the Director’s knowledge and acquiescence, it is

provided to and accepted by the Director’s parent, spouse, domestic

partner, sibling, child or dependent relative (as defined in Section 5(d) of

this Code), whether or not living in the same home,and is provided to that

family member because of that person’sfamily member’s relationship

withto the Director, or (2b) is provided to and accepted by any other


approved by the Ethics Officer, on the basis of a designation,

recommendation, or other specification made by the Director.

(iii)(3) Limitations notwithstanding the General Rule. Directors should not

accept gifts, even though permitted pursuant toby an applicable exception,

on such a frequent or regular basis that a reasonable person could be led to

believe they are using their positionpositions with the Authority for

personal gain or are not performing the duties of their positionpositions in

an impartial manner.

(iv)(4) Seeking Advice. Directors are encouraged to seek the advice of the Ethics

Officer when attempting to determine whether a particular offer of a

thingan item of value may constitute a gift that may not be accepted under

this Section 7.

(v)(5) Remedies. A Director who has received a gift that may not be accepted

under this Code shall do one of the following: a) pay the giver the

gift’sfair market value; of the gift, b) return the gift to the giver;, or c) in

the case of perishable items delivered not by the giver but by a third party

(e.g., Federal Express) deliver the gift to ), consult the Ethics Officer, who

will make proper disposition ofmay authorize delivering the gift to an

appropriate charitable organization or destroying it. Market Fair market

value of a gift may be estimated by reference to the retail cost of similar

items or services of like quality. The Ethics Officer should be consulted

when estimating the fair market value of a gift. Subsequent A Director’s

reciprocation of by giving a gift to the giver byof a gift to the Director

does not constitute payment of the fair market value of athe gift to the

Director.

(d)(6) Disclosure. Except as otherwise provided in Appendix A, Directors shall

disclose to the Ethics Officer at the time of solicitation or acceptance any

gift solicited or accepted (directly or indirectly) from a Prohibited Source








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pursuant to an applicable exception of this Code. Gifts shall be disclosed

in writing at the time of solicitation or acceptance (or as soon as possible

thereafter). The disclosure shall briefly describeby describing the gift,

statestating its value, and identifyidentifying its source. Gift disclosures

shall be maintained by the Ethics Officer for compilation and filingfiled

with each Director’s Annual Disclosure Statement and thereafter shall be

maintained by the Ethics Officer.

8. 8. DISCLOSURE OF FINANCIAL INTERESTS AND OTHER MATTERS

(a) Annual Disclosure. Directors shall file a disclosure statement with the Ethics

Officer on a form provided by the Authority within 30 days of assuming a

position as Director, and by January 31 of each year thereafter for the duration of

the Director’s term of service (“Annual Disclosure Statement”). The Annual

Disclosure Statement shall disclose:

(i)(1) any Substantial Financial Interest in an Interested Party,a Business or

Real Property (except the Director’s principal residence) held by the

Director or any member of the Director’s Immediate Family at the time of

filing, except for “personal representation”imputed interests due to

employment or ownership in another business as defined in Section

3(e)(vi)(7) of this Code;5)(iii) and personal representation interests as

defined in Section 3(e)(5)(vii);

(ii)(2) any positions of paid employment held by the Director or any member of

the Director’s Immediate Family during the prior calendar year, whether

on a full- or part-time basis; and

(iii)(3) any outside positions held by the Director or any member of the

Director’s Immediate Family during the prior calendar year as a director,

officer, general partner, or trustee of any Business or other entity

(including nonprofit, labor, and educational organizations or institutions,

although positions held in any religious, social, fraternal, or political

organization need not be disclosed);).

(b) Reimbursements and Gifts. The following information shall be compiled by designated.

By January 31 of each year, Authority personnel shall compile from Authority records for each

Director, and filed with the Director’s Annual Disclosure Statement:

(i) all reimbursements the Director received from the Authority during the prior

calendar year; and

(ii) all gifts accepted (directly or indirectly) from a Prohibited Source which had an

aggregate value of $350 or more, including a brief description of such gifts, their aggregate

value and the identity of their source.


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(c)(b) Continuing Disclosure Obligation. Whenever a Director or a member of his or

her Immediate Family acquires a disclosable Substantial Financial Interest in an

Interested Party, Business or Property not previously disclosed, the Director shall

notifyforward the compiled information to the Ethics Officer, in writing, within

10 calendar days of the acquisition and its details, and such statement. The Ethics

Officer shall be maintained inmaintain the same file asinformation for each

Director with the Director’s most recent Annual Disclosure Statement and gift

disclosures.

(d)(c) Public Availability. All statements required by this Section 8 shall be available

for public inspection at the Authority offices at Ronald Reagan Washington

National AirportAuthority’s headquarters.

9. 9. ETHICS OFFICER

(a) (a) Designation. The President, with approval of the Board, shall

designate an Authority employee to serve as the Authority Ethics Officer, who

will have and perform the responsibilities assigned to such officer in this Code

and the Authority’s Code of Ethics for Employees. An employee’s designation as

the Ethics Officer shall continue until rescinded by the President.

(b) (b) Duties. The Ethics Officer is charged with fostering the highest

ethical standards for the Authority and its Directors and employees, thereby


with impartiality and integrity. Specifically, the Ethics Officer is responsible for

the following:

(i)(1) distributing copies of the Ethicsthis Code to Directors;

(ii)(2) distributing, receiving and, reviewing, and maintaining Annual Disclosure

Statements submitted by Directors, gift disclosures, and compilations of

reimbursements;

(3) receiving and investigating allegations of violations of this Code as

provided in Section 11 below;

(4) distributing to Directors before Board and Board committee meetings a list

of Businesses and Real Properties that may be affected by a Board or

committee decision on particular matters scheduled for consideration at

the meetings, as provided in Section 3(d);

(iii)(5) discussing potential conflicts of interestinterests with Directors; and, when

applicable, assisting in the preparation of recusal agreements and

declarations, as provided in Section 3(b);



















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(iv)(6) advising Directors about the application of this Code to specific questions

or situations presented by Directors, and documenting when ethics advice

has been provided;

(v)(7) arranging for the preparation and delivery to Directors of ethics training

materials and sessions; and

(vi)(8) serving as primary support staff to the Board’s Ethics Review Committee

(defined in Section 11(b) of this Code); and).

(vii) receiving allegations of violations of this Code, conducting preliminary

investigation into all such allegations, and reporting all allegations to the Ethics Review

Committee with a recommendation for or against further inquiry based on the preliminary

investigation.

(c)

(c) Opinion of Ethics Officer. No Director may be found to have violated this Code

if the alleged violation followed from the Director’s good faith reliance on a

written opinion from the Ethics Officer that was made after a full and accurate

disclosure by the Director of all material facts.

(d) Role of General Counsel. The Ethics Officer shall consult with the Authority’s

General Counsel, as necessary, in connection with carrying out the above-

described duties.

10. 10. TRAINING

Directors areshall be provided with a copy of this Code of Ethics upon assuming their

positionpositions as Director.Directors. Within 30 days of receiving the Code, Directors shall

provide the Ethics Officer with a written certification that they have read and will comply with

the Code. Such certifications shall be maintained by the Ethics Officer. The Ethics Officer will

arrange for all Directors to receive verbal ethics training and accompanying training materials

within four weeks30 days of the start of their term and thereafter on no less than an annual basis.

11. 11. ENFORCEMENT

(a) Enforcement Responsibility; Interpretation. The Board is responsible for

enforcing the provisions of this Code. It and shall be assisted in carrying out this

responsibility by an Ethics Review Committee. The Board and the Ethics Review

Committee may seek general guidance regarding the interpretation of the Code

from the Ethics Officer and General Counsel.

(b) Ethics Review Committee. The Board Chairman shall appoint four or more

Directors to the Ethics Review Committee which, at all times, shall be comprised

of at least one Director from each appointing jurisdiction.






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(c) Receipt and Review of Allegations. Allegations of violations of this Code may be

reported to the Ethics Officer or to the Board Chairman, or to the Vice Chairman

if the allegation pertains to the Board Chairman. The Board Chairman and Vice

Chairman shall report any allegations received by them to the Ethics Officer for

preliminary investigation.. The Ethics Officer shall report all allegations of

violations to athe Chairman of the Ethics Review Committee comprised of

Directors and designated byto the Board (with at least one Director from each

appointing jurisdiction) with responsibility for ethics matters (“Chairman (except

those allegations previously reported to the Board Chairman).

(b) Following receipt of an allegation of a violation of this Code, the Ethics

Officer shall conduct a preliminary investigation into the allegation and,

thereafter, shall report the results of that investigation to the Ethics Review

Committee”), together with a recommendation for or against further inquiry based

on the preliminary investigation.. The Ethics Review Committee shall review

allsuch reports and recommendations received from the Ethics Officer and may

conduct further inquiry . When the Ethics Review Committee is satisfied that

sufficient investigation of the allegation has been made, it may close the matter or

refer any matterit to the Board of Directors for further action as the Committee

deems appropriate.

(c)(d) Sanctions. Disinterested members of the Board of Directors may hold a hearing

regardingshall review any ethics matter referred by the Ethics Review Committee.

A Director whose alleged conduct is the subject of Board review shall be given

notice and an opportunity to be heard, in writing and in person. If, following such

hearing, the Board determines that a Director has knowingly violated this Code,

the determination shall be made publically available, and the Board may take the

action it determines to be appropriate, which may include but is not limited to any

or all of the following:

(i)(1) issuing a public reprimand;,

(ii)(2) giving notice of the violation to the Director’s appointing authority;, and

(iii)(3) taking appropriate action regarding any contract or agreement that is

related to the violation (e.g., voiding or cancelling a contract), to the extent

permitted by law.

12. 12. REVIEW OF POLICY

The Ethics Officer, in consultation with the Board Secretary of the Board and General

Counsel, shall review this Code on an annual basis and . The Ethics Officer shall also prepare an

annual report to the Board regarding compliance with this Code and the Code of Ethics for

Employees, as well as any recommendations for amending the CodeCodes or itstheir

implementing policies and procedures.


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individual against the Authority or any of its Directors, officers, or employees, or against any




CODE OF ETHICS

FOR


APPENDIX A – GIFT RULE EXCEPTIONS

Solicitation or acceptance of gifts from Prohibited Sources is permitted only under the

following circumstances:

1. 1. SOLICITATION EXCEPTION.

When authorized by the Board Chairman and Ethics Officer and acting on behalf of the

Authority, Directors may solicit donations for eventsthe support of an event sponsored in whole

or in part by the Authority.

2. 2. ACCEPTANCE EXCEPTIONS.

(a) Gifts to the Authority. A Director who is representing or acting on behalf of the

Authority may accept gifts for the Authority. The gifts listed below are deemed

to be gifts to the Authority and, therefore, do not constitute gifts to the Director

accepting them on behalf of the Authority.

(1) Speaking Engagements and Events. Directors may accept on behalf of the

Authority a gift of free attendance to an event at which they are speaking,

presenting information, or otherwise participating as representatives of the

Authority. Attendance may include food, beverages, refreshments,

entertainment, favors, and other items given in recognition of attendance

to all attendees as an integral part of the event, but not travel or lodging.

(See Contributions Policy for further guidance on invitations to speak.)

(2) Inaugural Flights. Directors may accept on behalf of the Authority a gift

of travel, meals, and lodging with respect to an inaugural flight to and

from Reagan National or Dulles International Airport only if the terms of

the gift are fully disclosed in advance to the Board and the public.

(3) Ceremonial Gifts. Directors may accept on behalf of the Authority gifts

offered (e.g., by representatives of foreign airports or governmental units)

while the Directors are serving as representatives of the Authority.

Directors are to turn these gifts over as soon as practicable to the Ethics


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(4) Representative. Directors may accept on behalf of the Authority a gift of

free attendance to or participation in an event, gathering, meeting, or

similar activity at which they are representing the Authority, with the

advance, written approval of the Ethics Officer based on a determination

that it is clearly in the interest of the Authority that it be present at the

activity through one or more representatives. Attendance and participation

may include food, beverages, refreshments, entertainment, favors, and

other items given in recognition of attendance to all attendees or

participants as an integral part of the event or activity, but not travel or

lodging. The Ethics Officer may determine that it is in the interest of the

Authority to be represented at events, activities and occasions falling

within one or more categories (e.g., all events recognizing the opening of

new restaurants in an airport terminal), and may approve in advance the

acceptance of a gift of free attendance to events, activities and occasions

falling within the categories.

(b) Gifts to a Director. The following gifts are deemed to be gifts to Directors, not

the Authority. Directors may accept these gifts, even though given by Prohibited

Sources.

(1) Widely Attended Gatherings. (a) Gifts of $25 or Less. Directors may

accept a gift (whether given directly or indirectly) other than cash of less

than $25.00Directors may accept a gift of free attendance to a widely

attended gathering (defined below), or an appropriate portion of such an

event, with the written, advance approval of the Ethics Officer based on a

determination that the Director’s attendance is in the interest of the

Authority because it furthers Authority objectives.

A widely attended gathering can take many forms, including, but not

limited to, a reception, a luncheon or dinner event, a banquet, a

conference, and an activity-based event (e.g., a meeting of a Chamber of

Commerce, or a reception at a conference that is not part of the conference

agenda). A gathering is widely attended if it is expected that a large

number of individuals will attend and such individuals will bring differing

interests, perspectives, and viewpoints to the gathering. A sporting,

theatrical, musical, or similar spectator event will usually not be deemed

to be a widely attended gathering.

The Ethics Officer will determine whether it is in the Authority’s interest

for Directors to attend any particular widely attended gathering. Relevant

factors that should be considered include the purpose of the gathering; the

relevance and importance of the gathering to the Authority; the market

value of the gift of free attendance; and the identity of expected attendees

and the range of interests, perspectives, and viewpoints they will bring to

the gathering.


Attendance may include food, beverages, refreshments, entertainment,

favors, and other items given in recognition of attendance to all event

attendees as an integral part of the event, but not travel or lodging.

(2) Gifts of Attendance to Authority-Sponsored Events. With the advance

written approval of the Ethics Officer, Directors may accept a gift of free

attendance to an event that is sponsored in whole or in part by the

Authority to recognize one or more Authority officers or employees or an

Authority achievement or milestone or to raise funds for a charitable

organization or cause. Attendance may include food, beverages,

refreshments, entertainment, favors, and other items given in recognition

of attendance to all attendees as an integral part of the event, but not travel

or lodging.

(3) Gifts that Constitute Prizes. Directors may accept a gift that is a prize

given to successful competitors in competitive contests or events or to

persons based upon random drawings (including door prizes given

randomly).

(4) Gifts of $25 or Less. Directors may accept a gift other than cash of less

than $25, so long as the aggregate market value of individual gifts a

Director receives from the same Prohibited Source in a calendar year does

not exceed $50. If the market value of a gift exceeds $25 (or the aggregate

market value of multiple gifts exceeds $50), a Director may not pay the

excess value over $25 (or $50) in order to accept the gift.

(5) (b) Personal Gifts. Directors may accept a gift (whether given

directly or indirectly) that is givenoffered by a director, officer, or

employee of a Prohibited Source under circumstances that make it clear

that the gift is motivated by a personal friendship or family relationship

rather than the position of the Director. Relevant factors in deciding

whether a gift is motivated by a personal friendship or family relationship

include the history of the friendship or relationship, and whether the cost

of the gift is paid by the individual with whom the friendship or

relationship exists or by the individual’s employer.

Gifts to Family Members. (c) Widely Attended Gatherings. Directors may accept a gift of

free attendance at a widely attended gathering (defined below), or an appropriate portion of such

an event, with the written advance approval of the Ethics Officer that the Director’s attendance is

in the interest of the Authority because it furthers Authority objectives.

A widely attended gathering can take many forms, including, but not limited to, a reception, a

luncheon or dinner event (including with entertainment), a banquet, a conference, and an

activity-based event. A gathering is widely attended if it is expected that a large number of

persons will attend, and such persons will bring differing interests, perspectives and/or

viewpoints to the gathering. A sporting, theatrical, musical or similar spectator event will usually

not be deemed to be a widely attended gathering.

The Ethics Officer will determine the Authority’s interest in a particular widely attended

gathering. Relevant factors that should be considered include the purpose of the gathering, the

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relevance and importance of the gathering to the Authority, the identity of expected attendees

and the range of interests, perspectives and viewpoints they will bring to the gathering, and the

market value of the gift of free attendance.

Free attendance to a widely attended gathering may include the provision of food, refreshments,

entertainment, instruction and instructional materials, and activity-based activities (e.g., a round

of golf), each of which is furnished to all attendees as an integral part of the gathering. Free

attendance may not include the provision of travel or lodgings.

(d) indirectlySpeaking Engagements and Events. Directors may accept a gift of free

attendance from the sponsor of an event at which they are speaking, presenting information or

otherwise participating on behalf of the Authority. Free attendance may include food,

refreshments and entertainment furnished to all attendees as an integral part of the event.

Directors’ participation in the event on the day of their participation is viewed as a customary

and necessary part of the performance of their positions and does not constitute a gift to the

Directors or the Authority.

(e) Inaugural Flights. Directors may accept a gift of travel, meals and lodging with

respect to an inaugural flight to and from Reagan National or Dulles International Airport only if

the terms of the gift are fully disclosed in advance to the Board and the public. An inaugural

flight is deemed a gift to the Authority and not an individual Director.

(f) Authority-Sponsored Events. Directors may accept a gift of free attendance to an

event that is sponsored solely by the Authority to recognize one or more Authority officers or

employees or an Authority achievement or milestone, or that is sponsored, in whole or in part, by

the Authority to raise funds for a charitable organization or cause. Free attendance to such an

event may include the provision of food, refreshments and entertainment.

(6) (g) Gifts to Family Members. A gift provided to the parent,

spouse, domestic partner, sibling or child of a Director may be accepted

where the gift results from the business or employment activities of the

recipient, member of the Director’s Immediate Family and it is clear from

the circumstances that the gift is not being offered or given because of the

Director’s position with the Authority.

(h) Prizes. Directors may accept a gift that is a prize given to successful competitors

in competitive contests or events or to persons based upon random drawings (including door

prizes given randomly). Directors may accept a gift, not addressed in the prior sentence, that is

provided as a favor or in recognition of attendance to all attendees at a widely attended gathering

or at an event identified in paragraph (d) or (f), so long as the value of the gift is less than $25.

(i) Gifts to Authority. A Director representing or acting on behalf of the Authority

may accept and use gifts of property for the Authority. Property accepted under this section and

proceeds from that property must be used, as nearly as possible, under the terms of the gift, if

any. These include: (i) ceremonial gifts given to Directors (e.g., by representatives of foreign

airports or governmental units) while serving as a representative of the Authority that are




accepted on behalf of the Authority; and (ii) gifts of food or refreshments provided Directors at

events they are attending as representatives of the Authority, where it is clearly in the interest of

the Authority that it be present at the event through one or more official representatives. In the

case of ceremonial gifts, Directors are to turn the gifts over as soon as practicable to the Ethics


(j)

(7) Gifts of Generally Available Items. Directors may accept gifts that

represent an opportunity or benefit, including favorable air fares,

commercial discounts, and upgrades of service from air carriers, that is

available either to the public (e.g., frequent flyer miles) or to a class of

individuals consisting of all Authority employees or all Authority

employeeseveryone working at an airport (e.g., discounts offered airport

employees by concessionaires in the terminals). to everyone with an

airport badge). The acceptance of a gift representing an opportunity or

benefit, including, for example, an upgrade of air service, that is made

available to any other class of Authority Directors or employees, including

a class of one employeeDirector, is not permitted.

(k)

(c) Disclosure of Gifts. Directors are not required to disclose their acceptance of any

of the gifts described in subsections (b) (4) through (b)(6).

(d) Approved Gifts. The Board of Directors may, in an open public meeting, approve

a Director’s acceptance of a gift from a Prohibited Source not otherwise falling

within one of the foregoing exceptions provided in subjection (b) if it determines

that the acceptance would not be detrimental to the impartial conduct of the

business of the Authority.






1

Attachment D

Redlined Version of

2012 Code of Ethics for Employees

Showing Amendments Made by

Currently Proposed Amended and Restated

Code of Ethics for Employees

13



CODE OF ETHICS FOR EMPLOYEES

1. (Effective January 1, 2018)

1. PURPOSE

This document establishes a formal Code of Ethics (Code) for all employees of the

Metropolitan Washington Airports Authority (Authority).

2. 2. DISTRIBUTION

This Code of Ethics is distributed to all Authority employees.

3. EMPLOYEES’ BASIC DUTY

In 3. INTERESTS OF THE AUTHORITY

The Authority expectsperforming the duties and responsibilities of their positions with the

Authority, all employees are to act in the best interests of the Authority at all times and toare

not to knowingly engage in conduct that is illegal, dishonest, or a conflict of interests or that

brings discredit upon the Authority. Employees must endeavor to avoid any actions that

would create even the appearance that they are violating be inconsistent with or contrary to

the law or the requirements and standards of this Code of Ethics. Whether particular

circumstances create such an appearance is to be determined from the perspective of a

reasonable person with knowledge of the relevant facts.

For example, there or would be an appearance of a conflict if an bring discredit upon

the Authority.

Employees are expected, throughout their employment with the Authority employee were to

administer a contract , to avoid conflicts of interests or even the appearance of which his or

her sister was the project manager for the contractor. Even though the employee would not

have a Substantial Financial Interest in the matter, such a situation would create the

appearance of a conflict of interests. If, not to use their employment with the Authority

employee failed for private gain, not to bring this situationgive undue preferential treatment to

the attention of management, heany business or individual, not to compromise their honesty

or she may be disciplined.

impartiality, and to avoid any other action that is likely to adversely affect the confidence of

the public in the integrity of the Authority. Employees also

In addition, employees are expected to report violations of this Code ofto the Ethics

toOfficer or the Office of General Counsel. any good faith belief they have regarding


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13

violations of this Code of Ethics by other employees. (See the Conduct and Discipline

Directive, Section 4, regarding the reporting of other misconduct.)

1. 4. GIFTS

This Section sets forth rules regarding employees’ solicitation and acceptance of gifts.

4. a. Gift Defined. DEFINITIONS

The term “gift” is broadly defined for the purposes offollowing definitions are

applicable throughout this Code andof Ethics.

(a) Business means any gratuity, favor, discount, entertainment, hospitality, loan,

forbearance, or other item having monetary value a sole proprietorship,

corporation, partnership, company, joint venture, association, joint stock

company, or any other form of entity recognized by law which is engaged in

trade, commerce, or the transaction of business.

(b) Gift means any item which has a monetary value and for which the recipient

does not pay fair market value. Therefore, a gift includes, but is not limited to

The following are examples of items that constitute a gift: cash; loans; meals

and other settings in which food and beverages are provided; merchandise;

services; admission to a sporting event; admission to , a theatrical, or musical

or other entertainment event, and similar spectator events; admission to an

eventevents or activityactivities in which personsindividuals are participants

(e.g., a conference or golfing event); admission to or attendance at a

receptionreceptions; travel; transportation; and lodging. The recipient of a gift

will be considered to not have given or paid fair market value for it when the

item is given as a gratuity or favor (i.e., no payment is made by the recipient)

or is provided at a discounted or reduced price (i.e., the payment made by the

recipient is less than the item’s fair market value). It does not matter whether a

giftthe item is provided to the recipient in kind or in the form of a ticket, a

payment in advance, or a reimbursement of an expense that the recipient has

been incurred. In all these cases, the item provided is considered a gift.

b.

(c) Immediate Family of an individual means the spouse or domestic partner, any

dependent children within the meaning of Section 152 of the Internal Revenue

Code living in the same household as the individual, and any other individual

over whose financial affairs the individual has substantial legal or actual

control.

(d) Participate means approving, disapproving, making, undertaking, discussing,





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13

(e) General Prohibition on Solicitation. Employees shall not solicit a gift,

regardless of its value, from a Prohibited Source means:

(1) a Business or individual that has or is seeking a contract, lease, or other

form of commercial agreement or arrangement with the Authority or

whose interests may be substantially affected by performance or non-

performance of the employee’s duties;

(2) a Business or individual where it is clear that the gift is being offered or

given because of the employee’s position with or status as an employee

of the Authority; and

(3) the officers, employees, and agents of a Business defined in subsections

(e)(1) or (e)(2) above.

(f) Real Property means land in the Washington, D.C., Standard Metropolitan

Statistical Area together with any structures and other improvements thereon,

and including any rights or interests in land or improvements or both.

(g) Substantial Financial Interest means any of the following:

(1) Ownership of Interest in a Business. An ownership interest (e.g.,




(2) Ownership of Interest in Real Property. (An ownership interest in Real

Property, which interest has a fair market value greater than $15,000.

(3) Imputed Substantial Financial Interest in a Business Due to

Employment by or Ownership of Another Business. An employee has

an imputed Substantial Financial Interest in a Business that provides

revenues to another Business by which a member of the employee’s

Immediate Family is employed or in which a member of the

employee’s Immediate Family has an ownership interest, as defined

above in subsection (g)(1), whenever those revenues, for the current or

immediately preceding fiscal year, exceed the greater of $10,000 or

three percent (3%) of the gross income received in the year by such

Business.

(4) Income from a Business or Real Property. Income in any form

(whether or not deferred) from a Business or Real Property, including,

but not limited to, wages, salaries, fringe benefits, interest, dividends,

or rent that exceeds or may reasonably be expected to exceed $1,000

annually. Income also includes the prospect of income arising, for



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13

example, from an upcoming job with or an offer of employment from a

Business.

(5) Pledge or Surety for the Benefit of a Business. Personal indebtedness

(incurred or assumed) on behalf of a Business that exceeds the lesser of

three percent (3%) of the asset value of the Business or $1,000.

(6) Loan or Debt to a Business. Personal indebtedness in excess of $1,000







account liability).

(7) Personal Representation of a Business. Personally representing or

providing professional services to a Business, including legal, audit,

accounting, financial, and consulting services, regardless of the specific

subject matter of the representation or amount of compensation

received.

(8) Fiduciary Duty Owed to a Business. The duty owed to a Business by a

director, officer, or general partner of the Business, even without

financial remuneration from the Business.

(9) c))Exclusions. The following financial interests are excluded from

Substantial Financial Interests: checking or savings accounts, money

market accounts, and other demand deposits; government bonds;

certificates of deposit; and mutual funds, pension plans, employee

benefit plans, trusts, estates, and other similar funds, plans, and entities

administered by an independent party without participation by the

employee or the employee’s Immediate Family members in the

selection or designation of financial interests held by the fund, plan, or

entity.

5. GIFTS

This Section 5 sets forth rules regarding employees’ solicitation and acceptance of

gifts.

(a) General Prohibition on Solicitation. Employees shall not solicit gifts,

regardless of their value, from a Prohibited Source or from any subordinate

employee. However, when authorized by the Ethics Officer and acting on

behalf of the Authority (or a trade association, business group, or similar entity

on which the employees represent the Authority), employees may solicit





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13

donations from a Prohibited Source for the support of an event sponsored in

whole or in part by the Authority (or by the trade association, business group,

or similar entity). For example, employees may solicit donations for Dulles

Day Plane Pullfrom a Prohibited Source for the Special Olympics, in

connection with the Dulles Day Plane Pull, for the United Way silent

auctiongolf tournament, and for events sponsored by the American Association

of Airport Executives.

(b) c. General Prohibition on Acceptance. Except as permitted

below in subsection (dc), employees shall not accept a giftgifts directly or

indirectly from any of the following a Prohibited Sources: (i) a Business doing

business or seeking to do business with the Authority, (ii) a Business or

individual whose interests may be substantially affected by the performance or

non-performance of the employees’ duties, or (iii) a Business or individual

where it is clear that the gift is being given because of the employees’ positions

with or status asSource. In general, employees of the Authority. For purposes

of this subsection, Business includes the officers, employees, and agents of the

Business. Employees may not accept any compensation other than that which

they receive from the Authorityitem of value for the performance of their

Authority duties. other than the compensation they receive from the Authority.

A gift is accepted directly when it is provided to and accepted by the

employee. A gift is accepted indirectly when (i) it is provided to and accepted

by any member of the employee’s Immediate Family, with the employee’s

knowledge and acquiescence, it is provided to and accepted by the employee’s

parent, spouse, domestic partner, sibling, child or dependent relative (as

defined in Section 9(a)), whether or not living in the same household, and

because of that person’sfamily member’s relationship withto the employee or

(ii) it is provided to and accepted by any other entity or individual (person,

excluding a charitable organization or other charitable recipient approved by

the Ethics Officer), on the basis of a designation, recommendation, or other

specification made by the employee.

(c) d. Exceptions to Prohibition on Acceptance. Employees are permitted

to accept from Prohibited Sources the gifts described in this subsection that

otherwise would be prohibited by subsection (c); provided, however, that

employees shall not accept these or any other gifts in the following situations:

(i) in return for being influenced in the performance of their official duties, (ii)

from the same or different sources on a basis so frequent that a reasonable

person would be led to believe the employees are using their positions with the

Authority for private gain, or (iii) in violation of the law. b).

(1) (1) Nominal Value Gifts to the Authority. When representing or acting

on behalf of the Authority at events or on other occasions, employees

may accept gifts that are offered or given to the Authority. The gifts

listed below are deemed to be gifts to the Authority and, therefore, do





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13

not constitute gifts to the employees accepting them on behalf of the

Authority.

(i) Speaking Engagements and Events.. Employees may accept on

behalf of the Authority a gift (of free attendance to an event at

which they are speaking, presenting information, or otherwise

participating as representatives of the Authority. Attendance

may include food, beverages, refreshments, entertainment,


attendees as an integral part of the event, but not travel or

lodging unless waived by the President under subsection (h)

below. (See the Authority’s Contributions Policy for further

guidance on invitations to speak.)

(ii) Representative. Employees may accept on behalf of the

Authority a gift of free attendance to or participation in an

event, gathering, meeting, or other activity or occasion at which

they are representing the Authority, with the advance, written

approval of the Ethics Officer based on a determination that it is


activity through one or more representatives. Attendance and

participation may include food, beverages, refreshments,


attendance to all attendees or participants as an integral part of

the event or activity, but not travel or lodging unless waived by

the President under subsection (h) below. The Ethics Officer

may determine that it is in the interest of the Authority to be

represented at events, activities and occasions falling within one

or more categories (e.g., all events recognizing the opening of

new restaurants in an airport terminal), and may approve in

advance the acceptance of a gift of free attendance to events,

activities and occasions falling within the categories.

(iii) Ceremonial Gifts. Employees may accept on behalf of the

Authority gifts offered (e.g., by representatives of foreign

airports or governmental units) while the employee is serving as

a representative of the Authority. Employees are to turn these

gifts over as soon as practicable to the Ethics Officer for

disposition.

(iv) Gifts of Instruction or Training. Employees who have been

designated by the Authority may accept on behalf of the

Authority gifts of instruction or training that have been offered

to the Authority (e.g., meetings of users’ groups).


13

(2) Gifts to Employees. Employees may accept gifts from Prohibited

Sources under the following circumstances:

(i) Gifts of Attendance to Widely Attended Gatherings. Employees

may accept a gift of free attendance to a widely attended

gathering (defined below), or an appropriate portion of such an

event, with the advance, written approval of the Ethics Officer

based on a determination that the employee’s attendance is in

the interest of the Authority because it furthers Authority

objectives.

A widely attended gathering can take many forms, including,

but not limited to, a reception, a luncheon or dinner event, a

banquet, a conference, and an activity-based event (e.g., a

meeting of a Chamber of Commerce, a reception at a

conference that is not part of the conference agenda). A

gathering is widely attended if it is expected that a large number

of individuals will attend and such individuals will bring

differing interests, perspectives, and viewpoints to the

gathering. A sporting, theatrical, musical, or similar spectator

event will usually not be deemed to be a widely attended

gathering.

The Ethics Officer will determine whether given directly or

indirectly)it is in the Authority’s interest for employees to

attend any particular widely attended gathering. Relevant

factors that should be considered include the purpose of the

gathering, the relevance and importance of the gathering to the

Authority, the market value of the gift of free attendance, and

the identity of expected attendees and the range of interests,

perspectives, and viewpoints they will bring to the gathering.

Attendance may include food, beverages, refreshments,





(ii) Gifts of Attendance to Authority-Sponsored Events. With the

advance written approval of the Ethics Officer, employees may

accept a gift of free attendance to an event that is sponsored in

whole or in part by the Authority to recognize one or more

Authority officers or employees or an Authority achievement or

milestone, or to raise funds for a charitable organization or

cause. Attendance may include food, beverages, refreshments,


13




(iii) Gifts that Constitute Prizes. Employees may accept a gift that is

a prize given to successful competitors in competitive contests

or events or to persons based upon random drawings (including

door prizes given randomly).

(iv) Gifts of $25 or Less. Employees may accept a gift other than

cash of less than $25 from a prohibited source, so long as the

aggregate market value of individual gifts an employee receives

from the same Prohibited Source in a calendar year does not

exceed $50. WhereIf the market value of a gift exceeds $25 (or

the aggregate market value of multiple less-than-$25 gifts

exceeds $50), an employee may not pay the excess value over

$25 (or $50) in order to accept the gift.

(v) (2) Personal Gifts. Employees may accept a gift (whether given

directly or indirectly) that is givenoffered by a director, officer,

or employee of a Prohibited Source under circumstances that

make it clear that the gift is motivated by a personal friendship

or family relationship rather than the position of the employee.

Relevant factors in deciding whether a gift is motivated by a

personal friendship or family relationship include the history of

the friendship or relationship and whether the cost of the gift is

paid by the individual with whom the friendship or relationship

exists or by the individual’s employer. However, see subsection

(f) Gifts from Subordinates below.

Gifts to Family Members. (3) Widely Attended Gatherings. Employees may accept

a gift of free attendance at a widely attended gathering (defined below), or an appropriate

portion of such an event, with the written approval of the Ethics Officer where the Officer

has determined, in advance of the gathering, that the employees’ attendance is in the

interest of the Authority because it furthers Authority objectives.

A widely attended gathering can take many forms including, but not limited to, a

reception, luncheon, or dinner event (including with entertainment), banquet, conference,

charity event, and activity-based or participatory event. A widely attended gathering can

have many purposes including, but not limited to, instruction or discussion of a subject

related to Authority objectives; recognition of an event, organization, or individual; and

raising funds for charitable organizations or causes. A gathering is widely attended if it is

expected that a large number of individuals will attend and these individuals will bring

differing interests, perspectives, or viewpoints to the gathering. A sporting, theatrical,

musical, or similar entertainment event will usually not be deemed to be a widely attended

gathering.

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The Ethics Officer will determine the Authority’s interest in a particular widely attended

gathering. Relevant factors that will be considered include: the purpose of the gathering;

the relevance and importance of the gathering to objectives of the Authority; the identity

of expected attendees and the range of interests, perspectives, and viewpoints they will

bring to the gathering; and the market value of the gift of free attendance.

Free attendance to a widely attended gathering may include the provision of food,

refreshments, entertainment, instruction, instructional materials, and activity-based or

participatory activities, each of which is furnished to all attendees as an integral part of the

gathering. (See also subsection (d)(7) below.) Free attendance to a widely attended

gathering may not include the provision of travel or lodging.

(4) indirectlySpeaking Engagements and Events. Employees may accept a gift of

free attendance from the sponsor of an event at which they are speaking, presenting

information, participating on a panel, or engaging in a similar activity on behalf of the

Authority. Free attendance may include food, refreshments, entertainment, instruction,

and instructional materials furnished to all attendees as an integral part of the event. (See

also subsection (d)(7) below.) Employees’ participation in the event on the day of their

participation is viewed as a customary and necessary part of the performance of their

duties and does not constitute a gift to the employees or the Authority.

(5) Authority-Sponsored Events. Employees may accept a gift of free attendance

to an event that is sponsored solely by the Authority to recognize one or more Authority

officers or employees or an Authority achievement or milestone, or that is sponsored, in

whole or in part, by the Authority to raise funds for a charitable organization or cause.

Free attendance at such an event may include the provision of food, refreshments,

entertainment, and participatory activities.

(vi) (6) Gifts to Family Members. A gift provided to

the parent, spouse, domestic partner, sibling, child, or dependent

relative (as defined in Section 9(a)) of an employee may be

accepted where the gift results from the business or employment

activities of the recipient member of the employees’ Immediate

Family and it is clear from the circumstances that the gift is not

being offered or given because of the employee’semployees’

position with the Authority.

(7) Prizes. Employees may accept a gift that is a prize given to successful competitors

in competitive contests or events or to persons based upon random drawings (including

door prizes given randomly). Employees may accept a gift, not addressed in the prior

sentence, that is provided as a favor or in recognition of attendance to all attendees at a

widely attended gathering or at an event identified above in paragraph (4) or (5), so long

as the value of the gift is less than $25.



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13

(8) Gifts to Authority. An employee representing or acting on behalf of the Authority

may accept a gift of property for the Authority. Property accepted under this section and

proceeds from that property must be used, as nearly as possible, under the terms of the

gift, if any. These gifts include: (i) ceremonial gifts given to employees (e.g., by

representatives of foreign airports or governmental units) while serving as a representative

of the Authority that are accepted on behalf of the Authority, (ii) gifts of food or

refreshments provided employees at events they are attending as representatives of the

Authority where it is clearly in the interest of the Authority that it be present at the event

through one or more official representatives, and (iii) gifts of instruction or training

offered to the Authority and provided to employees who have been designated by the

Authority. Training provided to employees by a contractor pursuant to and as required by

its contract with the Authority, or by a contractor in order to facilitate the Authority’s use

of products or services the contractor is furnishing under a contract with the Authority, is

not considered a gift. In the case of ceremonial gifts, employees must turn the gifts over

as soon as practicable to the Ethics Officer for disposition .

(9)

(vii) Gifts of Generally Available Items. Employees may accept gifts

that represent an opportunity or benefit, including favorable air

fares, reasonable commercial discounts, and upgrades of service

from air carriers, where the same opportunity or benefitthat is

being made available either to the public (e.g., frequent flyer

miles) or to a class of individuals consisting of all Authority

employees or all Authority employeeseveryone working at an

airport (e.g., discounts offered airport employees by

concessionaires in the terminals). to everyone with an airport

badge). The acceptance of a gift representing an opportunity or

benefit, including, for example, an upgrade of air service, that is

made available to any other class of Authority employees,

including a class of one employee, is not permitted by this

subsection. Thus, for example, an upgrade of air service that is

made available to a small group of employees, or a single

employee, may not be accepted..

(viii) e. Gifts in Recognition of Retirement or Resignation.

Employees may accept gifts that are given in recognition of

their retirement or resignation from the Authority ten or fewer

days before the effective date of the retirement or resignation.

(d) Impropriety and Appearance of Impropriety. Employees must be mindful of

perceptions and appearances that can arise from their acceptance of gifts from

a Prohibited Source that are permitted under subsection (dc). Consequently,

employees should not accept gifts, even though permitted under that

subsection, (1) in return for being influenced in the performance of their

official duties, (2) from the same or different sources on such a frequent or

regular basis that a reasonable person could be led to believe that employees



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13

are using their positions for personal gain or are not performing the duties of

their positions in an impartial manner, or (3) in violation of the law.

(e) f. Gifts from Subordinates. Employees shall not accept gifts from

subordinate employees, except for gifts that are offered for or on the following

occasions:gifts given:

(1) (1) in recognition of special, non-recurring occasions of personal

significance, such as a marriage, illness, or death in the family, and the

birth or adoption of a child; and

(2) (2) in recognition of the official superior’s retirement or resignation

or the termination of athe subordinate-official superior relationship

such as retirement, resignation, or by transfer.

(f) g. Remedies for Receipt of Improper Gifts; Ceremonial Gifts.

Employees who have received a gift that may not be accepted under this Code

must take one of the following steps:

(1) (1) pay to the giver the market value of the gift, whether the gift

consists of a tangible (e.g., box of candy, flowersbook, stuffed animal)

or intangible (e.g., ticket to a sporting or entertainment event) item.

The market value of the gift may be estimated by reference to the retail

cost of similar items of like quality. However, when employees intend

to retain a gift and pay the giver its market value, they shall consult

with the Ethics Officer regarding the market value or of the gift.

Moreover, when employees who have accepted a gift reciprocate by

giving a gift to the giver of that gift, their reciprocation does not

constitute a payment of the fair market value of the gift; or

(2) (2) return the gift to the giver;

provided, however, that a gift of perishable items (e.g., basket of fruit) which is

delivered not by the giver but by a third party (e.g., Federal Express) may, with

the concurrence of the recipient employees’ supervisors or the Ethics Officer

or the recipient employee’s supervisor, be given to an appropriate charitable

organization, shared within the employees’employee’s office or working unit,

or destroyed.

In the case of ceremonial gifts, although it is not improper to accept them, employees shall

deliver the gifts to the Ethics Officer who will make proper disposition of them.

h. .

(g) Consultation with Ethics Officer. Employees should seek the advice of the

Ethics Officer when attempting to determine whether a particular offer of a

thingan item of value may constitute a gift that may not be accepted under this


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Section. Under certain circumstances, written opinions provided by the Ethics

Officer that are relied on by employees will insulate employees from a finding

that they have accepted a gift in violation of this Code. (See Section 12(c)

below.)

(h) 5. Waiver from the President. When the President determines that it is in

the Authority’s interest to waive this Code’s prohibition against an employee’s

acceptance of a gift from a Prohibited Source (e.g., travel and lodging from an

organization that has invited the employee to speak on behalf of the Authority

at an event the organization is sponsoring), the President may waive the

prohibition, and the employee may accept the gift. The President will report

any such waiver to the Board of Directors.

6. MISUSE OF AUTHORITY POSITION

(a) a. Employees shall not use their positions with the Authority for

the purpose of advancing their own personal financial gain; for the

endorsement of any product, service, or business enterprise; or, whether or not

the endorsement is for the employee’s personal financial gain; for the private

financial gain of friends or relatives (as defined in Section 9(a)); or for the

financial gain of any entity or individual with whom employees are affiliated

(including nonprofit organizations of which the employees are officers or

members) or with whomwhich employees have or are seeking employment or

a business relationship.

Thus, for example, employees may not ask an Authority contractor or

subcontractor to hire or consider hiring a relative or a friend, or inform a

contractor that they are referring to the contractor a relative or friend who is

seeking employment or work. However, an employee isemployees are not

precluded by this subsection from responding to a request for an employment

recommendation or character reference based upon the employee’s personal

knowledge of the ability or character of an individual, other than a relative,

who is being considered for employment by the Authority or an Authority

contractor.

(b) b. Employees shall not engage in financial transactions using confidential,

proprietary, or sensitive information of the Authority or; allow or cause the

improper use of such information to further any personal or private interest; or


advance of the time prescribed for its authorized disclosure, except where

required by law.

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7. 6. CONFLICT OF INTERESTS

Conflict of Interests. a. Definitions. The following definitions are applicable

throughout this Code of Ethics.1

(1) Substantial Financial Interest means:

(a) Ownership of Interest in Business. An ownership interest (e.g., shares of

stock) in a Business that exceeds three percent (3%) of the total equity of the Business,

has a fair market value greater than $15,000, or yields more than $1,000 in annual

income.

(b) Ownership of Interest in Real Property. An ownership interest in Real

Property that has a fair market value greater than $15,000 or yields more than $1,000

in annual income.

(1) (c) Income. Income in any form (whether or not deferred)

from a Business or Real Property including, but not limited to, wages,

salaries, fringe benefits, interest, dividends, or rent that exceeds or may

reasonably be expected to exceed $1,000 annually. Income also

includes the prospect of income arising, for example, from an

upcoming job with or an offer of employment from a Business.

(d) Pledge or surety. Actual or potential personal liability given on behalf

of a Business that exceeds the lesser of three percent (3%) of the asset value of the

Business or $1,000.

(1) (e) Loan or debt. Personal liability in excess of $1,000







account liability).

(1) (f) Fiduciary duty. The duty owed to a Business by a director,

officer, or general partner of the Business, even without financial

remuneration from the Business.

(a) (g) Exclusions. The following financial interests are excluded from

Substantial Financial Interests: checking or savings accounts, money market

1 The capitalized terms set out in Section 6(a), along with their definitions, apply throughout this Code.









13

accounts, and other demand deposits; government bonds; certificates of

deposit; and diversified mutual funds, pension plans, employee benefit plans,

trusts, estates, and other similar funds, plans, and entities administered by an

independent party without participation by the

An employee has an actual conflict of interests in a matter before the Authority

whenever the employee or a member of the employee’s Immediate Family has a

Substantial Financial Interest in a Business or Real Property and that Business or Real

Property may be directly affected by an action or decision of the Authority. An

employee orhas an apparent conflict of interests in a matter before the Authority

whenever (1) the employee or a member of the employee’s Immediate Family

members in the selection or designation of financial interests held by the fund, plan, or

entity.

(2) Business means a sole proprietorship, corporation, partnership, company, joint

venture, association, joint stock company, and any other form of entity recognized by

lawhas a personal interest of which is engaged in trade, commerce, or the transaction of

business and the employee is aware (e.g., because the matter may affect a relative or

because the employee has a Substantial Financial Interest in the parent entitycompany of

the Business that may be affected by the matter), and (2) that personal interest could

reasonably appear to conflict with the ability of the foregoing. For purposes of this Code,

an entity will be considered a parent of a Business if the entity owns or controls more than

fifty percent (50%) of the Business (i.e., by value or voting power).

(3) Immediate Family of an employee means spouse, domestic partner, any

dependent children (under Section 152 of the Internal Revenue Code) living in the same

household as the employee, and any other person over whose financial affairs the

employee has substantial legal or actual control.

(4) employee to Participate means approving, disapproving, making, undertaking,


(5) Real Property means land, together with any structures and other

improvements thereon, and includes any rights orfairly and objectively in the

matter in the best interests in land or improvements.of the Authority.

b. Imputed Interest. The financial and other interests (see Section 6(a)(1)(a) through

(g)) in a Business or Real Property held by the members of an employee’s Immediate Family

are imputed to the employee for purposes of this Section 6.

c. Conflict of Interests. Employees holding a Substantial Financial Interest in

a Business or Real Property that may realize a benefit or detriment as a result

of an action or decision of the Authority (e.g., a Business holding a contract or

lease with the Authority or responding to an Authority solicitation or certain

Real Property adjacent to an airport) are considered to have a conflict of

interests that may interfere, or be perceived to interfere, with the impartial and

conscientious performance of their duties. Employees with a conflict of

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interests due to their Substantial Financial Interest in such a Business or Real

Property shall not Participate in any transaction or matter that involves or may

affect that Business or Real PropertyEmployees shall not Participate in any

Authority transaction or other matter in which they have an actual conflict of

interests (e.g., in a lease or contract negotiation, a solicitation or contract award

process, the administration of a lease or contract, or an investment of Authority

funds) absent a waiver from the President or Executive Vice President. Any

such waiver will be reported to the Board of Directors.). Whenever faced with

an actual or apparent conflict of interests, employees shall follow the

procedure set out in subsection (db) below.

(b) d. Disqualification and Written Recusal Procedure. Employees shall

bring to the attention of the Ethics Officer any situation that they believe

presents for them an actual or apparent conflict of interests in relation to a

particular Authority transaction or matter (except as otherwise provided in

Section 8subsection (c)). The Ethics Officer shall gather and review

information relevant to the situation presented by an employee and determine

whether there existsthe employee has a conflict of interests that requires the

employee not to Participate in the transactioncertain transactions or

matter.other matters absent a waiver from the President. If an affirmative

determination is made, the Ethics Officer shall execute a written

disqualification and recusal agreement with the employee and the employee’s

supervisor that, among other things, requires the employee to recuse himself or

herself from, and not to Participate in, the transaction or matter. certain

transactions or other matters.

e. Part-Time

(c) Other Employment. Employees may acquire a Substantial Financial Interest

in a Business by virtue of a part-time or second job with that Business. An

employee shall not hold a part-time or second job with a Business where the

employee’s interest in that job would significantly conflict with the interest of

the Authority in the employee’s impartial performance of the duties of the

position he or she holds with the Authority. Such a conflict of interests would

exist where, in order to avoid the conflict, the employee would be required to

withdraw from performing significant parts of the duties of his or her position,

resulting in a material impairment to the employee's ability to perform in that

position.

Employees considering a part-time or second job with a Business shall consult

with the Ethics Officer who will determine whether the job presents a conflict

of interests that would preclude the employee from accepting the job. In

making that determination, the Ethics Officer should consider whether a

reasonable person with full knowledge of the relevant facts would question the

employee’s impartiality in performing his or her Authority duties. Only if the

Ethics Officer determines in writing that there iswould be no conflict of

interests may an employee assume a part-time or second job with a Business.






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13

f. Interest in Certain Aviation-Related Businesses. Absent a

written waiver from the President or Executive Vice President, employeesThis

subsection (c) does not apply to a member of an employee’s Immediate Family

accepting a job with a Business. Thus, employees are not required to seek the

approval of the Ethics Officer in order for members of their Immediate

Families to work for a Business. However, an employee may still wish to

consult the Ethics Officer if an actual or apparent conflict of interests relating

to the Business would be imputed to the employee by virtue of the employee’s

Substantial Financial Interest in the Business due to the family member’s

employment by the Business.

(d) Interest in Certain Aviation-Related Businesses. Employees identified in

Section 8(a), as well as members of their Immediate Families, shall not have a

Substantial Financial Interest in an aeronautical, aviation services, or airport

services enterprise that otherwise has interests that can be directly affected by

the Authority. Business that does not have and is not seeking a contract or

agreement with the Authority but otherwise has interests that can be directly

affected by the Authority. This shall not preclude, however, acquisition of

interests in one or more mutual funds, employee benefit plans, or other

investment plans holding interests in such Businesses that are administered by

an independent party without participation by the employee or his or her

Immediate Family members in the selection or designation of financial

interests held by the fund or plan.

7. COMPENSATION FOR TEACHING, SPEAKING, AND WRITING

a. Employees may accept compensation for teaching, speaking, and writing on

matters not pertaining to their official duties.

b. Employees may not accept compensation or any other remuneration for

teaching, speaking, writing, or undertaking a similar activity pertaining to their official duties

other than that paid by the Authority (i) when the activity is undertaken as part of the

employees’ official duties or (ii) when the invitation to undertake the activity is extended,

directly or indirectly, by a Business having interests that can reasonably be expected to be

substantially affected by the employees’ performance of their official duties. Nothing in this

subsection prevents employees engaging in the activities described in Section 4(d)(4) from

accepting the items of ‘free attendance” identified in that section.

(e) 8. Waiver from the President. When the President determines that the

Authority is better served by waiving an employee’s conflict of interests under

this Section 7 or due to a family relationship under Section 9, the President

may do so. The President will report any such waiver to the Board of

Directors.




13

8. DISCLOSURE OF SUBSTANTIAL, FINANCIAL INTERESTS AND OTHER

MATTERS; CERTIFICATIONS

(a) a. Employees Required to Make Annual Disclosure. To avoid

conflicts of interests from arising and to assure the public of their impartiality,

the following employees and agents of the Authority shall disclose their

Substantial Financial Interests and other matters in accordance with subsection

8(b):) below:

(1) (1) the President, theall Executive Vice President, all Vice

Presidents, all Vice Presidents, and Deputy and Assistant Vice

Presidents, the Police and Fire Chiefs, all employees reportingwho

report directly to the President or the Executive Vice President, and any

of them;

(2) all employees reporting directly toin the Office of the Board of

Directors; and in the Office of Audit;

(2) all employees and agents working in: the Executive Offices; the Office of

General Counsel; the Office of Airport Service Planning and Development; the Office of

Audit; the Procurement and Contracts Department, the Accounts Payable Department, and

the Treasury Branch within the Office of Finance; the Concessions and Property

Development Department within the Office of Business Administration; the

Property/Supply Office within the Office of Public Safety; and the Contract Management

Division and the Procurement Office at each airport;

(3) the Controller, the Assistant Controller, the Controller’s secretary, and the

Executive Assistant to the Chief Financial Officer;

(4) the managers of: Air Carrier Relations within the Office of Business

Administration; the Planning, Design, Construction and Building Code/ Environmental

Departments within the Office of Engineering; Internal Controls, Financial Strategy

Analysis and Debt within the Office of Finance; the Administrative Department within the

Office of Public Safety; and the Administration Department at each airport;

(5) the manager and deputy manager of Operations and of Engineering and

Maintenance at each airport;

(6) the Executive Project Director, the Project Director, and all Deputy Project

Directors of the Dulles Corridor Metrorail Project; and

(7) other employees and agents identified by the President.

(3) b. all employees who have contracting authority;








13

(4) in the Office of Finance, all employees in the Department of Treasury

and in the Divisions of Revenues and Billings and Accounts Payable

and all Assistant Controllers;

(5) in the Office of Revenue, all employees in the Department of Business

Development (Real Estate);

(6) at Reagan National Airport, the Deputy Manager of Engineering and

Maintenance and all employees in the Division of Contract

Management and the Division of Lease and Terminal Services in the

Department of Airport Administration;

(7) at Dulles International Airport, the Deputy Managers of Airport

Operations and of Engineering and Maintenance and all employees in

the Division of Leasing Management and the Division of Contract

Management in the Department of Airport Administration;

(8) all employees in Corporate Risk and Strategy; and

(9) in the Office of Supply Chain Management, all employees in the

Procurement and Contracts Department.

(b) Content of Annual Disclosure. Every employee and agent identified in

subsection (a) shall disclose and certify within 30 days of starting work with

the Authority and by January 31 of each year thereafter, on a form provided by

the Authority, the following information as of the date of the disclosure:

(1) (1) any Substantial Financial InterestInterests in a Business or Real

Property held by(except the employee’s principal residence) held by the

employee or agent or any member of his or herthe employee’s

Immediate Family:;

(2)

(2) any positions of employment held by the employee or agent or any

member of his or herthe employee’s Immediate Family during the prior

calendar year, whether on a full- or part-time basis;

(3) (3) any gifts (as defined above in Section 4(a)), whether or not

permitted to be accepted by this Code, accepted, directly or indirectly,

by the employee during the prior calendar year from a single Prohibited

Source whose aggregate value exceeded $350 (gifts are to be disclosed

whether or not they were permitted to be accepted under Section 4;

provided, that this subsection (b) (3) does not apply to gifts to the

Authority as defined in Section 5(c)(1) or to personal gifts, gifts to

family members, or gifts of generally available items as defined in

Section 5(c)(2); and







13

(4) (4) any outside positions held by the employee or any member of the

employee’s Immediate Family during the prior calendar year as a

director, officer, general partner, or trustee of a Business or other entity,

including a nonprofit organization, a labor organization, and an

educational or other institution of higher learning. Positions held in a

religious, social, fraternal, or political entity are not required to be

disclosed.

(c) c. Employees Serving on Procurement Evaluation Committees.

Before beginning the evaluation of proposals submitted in an Authority

procurement, each member of the committee evaluating the proposals (whether

a voting or advising member) shall certify, on a form provided by the

Authority, that neither the committee member nor any member of the

committee member’s Immediate Family has noa Substantial Financial Interest

in any offeror that has submitted a proposal. If, during the committee’s

deliberations, a member acquires or determines that he or she or any of the

member’s Immediate Family has a Substantial Financial Interest in a first tier

subcontractor to one of the offerors, the member shall immediately notify the

Contracting Officer immediately and shall not participate further in the

committee’s deliberations.

(d) d. Employees Involved in Administration of Contracts. Before

beginning the administration of a contract, and annually thereafter during the

life of the contract by January 31 of the year, Contracting Officers, employees

who have been delegated contracting authority, Contracting Officer’s

Technical Representatives, and their alternates, if any, whether they are

employees or agents of the Authority, to such representatives shall certify, on a

form provided by the Authority, that they do notneither they nor any of their

Immediate Families have a Substantial Financial Interest in the Business that is

the contract’s prime contractor or in any Business that is a first tier

subcontractor. This certification requirement shall apply to Contracting

Officers’ Technical Representatives and their alternates whether or not they are

employees of the Authority. If, in the course of a year, an employee who has

been delegated contracting authority or who is a Contracting Officer or

Contracting Officer’s Technical Representative or alternate acquires or

determines that he or she or any of the employee’s Immediate Family has a

Substantial Financial Interest in the contract’s prime contractor or a first tier

subcontractor, he or shethe employee shall immediately notify the Ethics

Officer and cease performing any role in connection with the contract.

9. 9. NEPOTISM

(a) a. For the purposes of this Code, the term “relative” means the

following: husband, wife, domestic partner, father, mother, grandfather,

grandmother, son, daughter, stepson, stepdaughter, granddaughter, grandson,




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brother, sister, uncle, aunt, nephew, niece, father-in-law, mother-in-law,

daughter-in-law, son-in-law, sister-in-law, and brother-in-law.

b.

(b) An employee shall not participate in the making of a decision to hire, appoint,

employ, or promote a relative of the employee or in either the making of any

other decision or the taking of any action that has the potential to affect a

person who is a relative of the employee, including making an attempt to

persuadeinfluence another employee to make a decision or take an action

affecting a relative.

(c) c. An employee may not work in or be assigned to a position

which will result in a situation where: (i) a relative of the employee directly or

indirectly may supervise, control, or influence the work or the employment

status of the employee; (ii) the employee directly or indirectly may supervise,

control, or influence the work or the employment status of the relative; or (iii)

the employee or relative may supervise, control, or influence the affairs of the

organizational unit in which the other works. However, during exceptional

circumstances, organizational necessity may lead to the adoption of working

relationships between relatives that are normally prohibited. These situations

are to be avoided as much as practicable and discontinued at the earliest

practicable time.

10. 10. POST-EMPLOYMENT CONFLICTS OF INTERESTS

(a) a. Permanent Restrictions Relating to Particular Matters. No

employee, at any time after the termination of employment with the Authority,


appearance before the Board of Directors or any officer or employee of the

Authority, on behalf of an entity or individual other than the Authority or the

former employee himself or herself, in connection with a particular matter:

(1) (1) in which the Authority is a party or has a direct and substantial

interest,;

(2) (2) in which the former employee participated personally and

substantially as an Authority employee,; and

(3) (3) which involved a specific party or specific parties at the time

of such personal and substantial participation.

(b) b. Two-year Restrictions Relating to Particular Matters. No

employee, for a period of two years after the termination of the employee’s

employment with the Authority, shall knowingly make, with the intent to

influence, any communication to or appearance before the Board of Directors

or any officer or employee of the Authority, on behalf of an entity or individual















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other than the Authority or the former employee himself or herself, in

connection with a particular matter:

(1) (1) in which the Authority is a party or has a direct and substantial

interest,;

(2) (2) which the former employee knows or reasonably should

know was actually pending within an area of the Authority for which

the former employee was responsible at any time during the year before

the termination of his or herthe former employee’s Authority

employment,; and

(3) (3) which involved a specific party or specific parties at the time

it was pending.

(c) c. One-year “Cooling -Off Period” for Certain Authority Employees.

No employee identified in Section 8(a)(1), ), for a period of one year after the

termination of the employee’s employment with the Authority, shall

knowingly make, with the intent to influence, any communication to or

appearance before the Board of Directors or any Director, officer, or employee

of the Authority on behalf of any other entityBusiness or individual other than

the former employee himself or herself.

(d) d. One year “Cooling -Off Period” for New Authority Employees.

No employee, for a period of one year after starting employmentterminating

the employee’s relationship with the Authoritya Business, whether as an

employee, officer, trustee, general partner, contractor, attorney, or agent, shall

participate in a matter that is likely to have a direct effect on an interest of a

Business for which the employee, during the year prior to the start of the

employee’s Authority employment, served as a director, officer, trustee,

general partner, agent, attorney, contractor, or employeethe Business.

11. 11. ROLE OF AUTHORITY MANAGEMENT AND GENERAL COUNSEL

Authority management isshall be responsible for fostering highthe highest ethical

standards for the Authority and its employees thereby strengthening public confidence that the

business of the Authority is being conducted with impartiality and integrity. The General

Counsel isshall be responsible for regularly reviewing and, when necessary, recommending

revisions to this Code of Ethics; for providing training on this Code to new employees within

four weeks of the start of their employment; for providing training on the Code to other

employees on an annual basis; for overseeing the preparation and filing of annual disclosures

required by the Code; and for assisting the Ethics Officer in the performance of the officer’s

duties and responsibilities, including when the officer is advising employees about the

application of the Code to specific questions or situations presented by employees.






















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12. 12. ROLE OF ETHICS OFFICER

(a) a. Designation. The President, with the approval of the Board,

shall designate an Authority employee to serve as the Authority Ethics Officer

who will have and will perform the responsibilities assigned to such officer in

this Code and the Authority’s Code of Ethics for Members of the Board of

Directors. An employee’s designation as the Ethics Officer shall continue until

rescinded by the President.

(b) b. Duties. The Ethics Officer is charged with fostering the highest

ethical standards for the Authority and its Directors and employees, thereby


with impartiality and integrity. Specifically, the Ethics Officer is responsible

for carrying out the duties defined and assigned to the officer in the following:

(1) distributing copies of this Code. The Ethics Officer is also responsible

for assisting the General Counsel in the performance of the

responsibilities described in to employees;

(2) distributing, receiving, reviewing, and maintaining disclosures

submitted by employees under Section 11.8(b);

(3) c. distributing, receiving, reviewing, and maintaining

annual certifications submitted by employees and other individuals

under Section 8(d);

(4) advising employees on potential conflicts of interests;

(5) drafting and executing written recusal agreements with employees and

the employees’ supervisors when required by this Code;

(6) advising employees in determining whether offers of gifts to employees

may be accepted consistent with this Code;

(7) providing training on this Code to new employees within 30 days of the

start of their employment with the Authority and to all other employees

on an annual basis; and

(8) receiving allegations of violations of this Code, conducting

investigations into all such allegations when warranted, and thereafter

determining whether there has been a violation of this Code and

working with the Office of Human Resources in disciplining the

employee.

(c) Opinion of Ethics Officer. No employee willmay be found to have violated

this Code if the alleged violation followed from the employee’s good faith








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reliance on a written opinion from the Ethics Officer that was made after a full

and accurate disclosure by the employee of all material facts. (See Section

4(h).)

1. 13. NO RIGHTS CREATED IN THIRD PARTIES

A violation by an employee of any provision of this Code of Ethics shall not create any right

or benefit, substantive or procedural, enforceable by law, contract, or otherwise by any entity

or individual against the Authority, its officers, or its employees or against any other entity or

individual.

13. 14. ENFORCEMENT AND PENALTIES

(a) a. Employees shall be subject to discipline, including termination of their

employment with the Authority, for violations of the provisions of this Code of

Ethics.. Whether particular circumstances constitute a violation of this Code

shall be determined from the perspective of a reasonable person with

knowledge of the relevant facts. Guidelines regarding the level of discipline

that may be imposed for violations of this Code are set forth in Appendix A of

the Conduct and Discipline Directive.

(b) b. Any alleged violation of this Code by the President shall be processed and

enforced under Section 11 of the Code of Ethics for Members of the Board of

Directors.




individual against the Authority or any of its Directors, officers, or employees or against any








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Documents

Recommendation Paper to the Executive and … Paper to the Executive and Governance Committee Amendments to Code of Ethics for Members of the Board of Directors and Code of Ethics