Responsibilities, Duties and Functions of the Board

1. General Responsibility It is the Board’s responsibility to foster the long-term success of the corporation, and to
sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best
interests of its stockholders. The Board should formulate the corporation’s vision, mission, strategic objectives,
policies and procedures that shall guide its activities, including the means to effectively monitor Management’s
performance.

2. Duties and Functions To ensure a high standard of best practice for the corporation and its stockholders, the
Board should conduct itself with honesty and integrity in the performance of, among others, the following duties and
functions:

a) Implement a process for the selection of directors who can add value and contribute independent judgment to
the formulation of sound corporate strategies and policies. Appoint competent, professional, honest and highly
motivated management officers. Adopt an effective succession planning program for Management.

b) Provide sound strategic policies and guidelines to the corporation on major capital expenditures. Establish
programs that can sustain its long-term viability and strength. Periodically evaluate and monitor the implementation
of such policies and strategies, including the business plans, operating budgets and Management’s overall
performance.

c) Ensure the corporation’s faithful compliance with all applicable laws, regulations and best business practices. d)
Establish and maintain an investor relations program that will keep the stockholders informed of important
developments in the corporation. If feasible, the corporation’s CEO or chief financial officer shall exercise oversight
responsibility over this program.

e) Identify the sectors in the community in which the corporation operates or are directly affected by its operations,
and formulate a clear policy of accurate, timely and effective communication with them.

f) Adopt a system of check and balance within the Board. A regular review of the effectiveness of such system
should be conducted to ensure the integrity of the decision-making and reporting processes at all times. There
should be a continuing review of the corporation’s internal control system in order to maintain its adequacy and
effectiveness.
g) Identify key risk areas and performance indicators and monitor these factors with due diligence to enable the
corporation to anticipate and prepare for possible threats to its operational and financial viability.

h) Formulate and implement policies and procedures that would ensure the integrity and transparency of related
party transactions between and among the corporation and its parent company, joint ventures, subsidiaries,
associates, 8 affiliates, major stockholders, officers and directors, including their spouses, children and dependent
siblings and parents, and of interlocking director relationships by members of the Board.

i) Constitute an Audit Committee and such other committees it deems necessary to assist the Board in the
performance of its duties and responsibilities.

j) Establish and maintain an alternative dispute resolution system in the corporation that can amicably settle
conflicts or differences between the corporation and its stockholders, and the corporation and third parties, including
the regulatory authorities.

k) Meet at such times or frequency as may be needed. The minutes of such meetings should be duly recorded.
Independent views during Board meetings should be encouraged and given due consideration.

l) Keep the activities and decisions of the Board within its authority under the articles of incorporation and by-laws,
and in accordance with existing laws, rules and regulations.

m) Appoint a Compliance Officer who shall have the rank of at least vice president. In the absence of such
appointment, the Corporate Secretary, preferably a lawyer, shall act as Compliance Officer.

7. Strengthening Board Ethics Principle Members of the Board are duty-bound to apply high ethical standards, taking
into account the interests of all stakeholders.

Recommendations
1. The Board should adopt a Code of Business Conduct and Ethics.

• Provide standards for professional and ethical behavior, as well as articulate acceptable and unacceptable
conduct and practices in internal and external dealings.

• Properly disseminated to the Board, senior management and employees.

• Disclosed and made available to the public through the company website.

2. The Board should ensure the proper and efficient implementation and monitoring of compliance with the Code of
Business Conduct and Ethics and internal policies.

Code of Business Conduct and Ethics

PD

The purpose of our Code of Business Conduct and Ethics (“Code”) is to provide guidance to all of our colleagues and
partners on the conduct of our business according to the highest ethical standards. By adhering to the Code, we
uphold our Values and Attributes. Our Company’s brand and reputation is best known for its trustworthiness — an
attribute that we intend to uphold in all that we do. ManpowerGroup has grown and prospered with a culture of
honesty, integrity and accountability and we believe that this culture remains a strong competitive advantage for us.
As a guide, the Code contributes to our future success by helping to maintain this culture. This Code also helps in
the effective promotion and protection of our Brand and our various stakeholders. It helps to focus everyone on
areas of ethical risk, provides guidance in recognizing and dealing with ethical issues and provides mechanisms to
report unethical conduct without fear of retribution.
Our Code of Business Conduct and Ethics promotes honest and ethical conduct throughout the organization, as well
as provides a mechanism to report unethical conduct via the ManpowerGroup Ethics Hotline to help preserve the
culture of honesty and accountability throughout the company.

• Governance and leadership

• Risk assessments and due diligence

• Standards, policies, and procedures

• Training and communication

• Employee reporting system

• Case management and investigation

• Testing and monitoring

• Third-party compliance

• Continuous improvement

IMPLEMENTATION AND MONITORING OF COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

The Strategic Human Resources has the specific task of implementing and monitoring compliance with the
provisions of the Code. It is responsible for:

 ensuring that the contents of the Code are communicated to all existing and new directors, officers and
employees, and requiring each to sign an acknowledgment receipt that he/she has read and understood the
same and agrees to abide with the standards and norms set forth therein;
 making the Code available on the company intranet for ease of access;
  requiring all directors, officers and employees to declare annually that they have complied with the Code,
specifically on the provisions of conflict of interest and insider trading;
 investigating reported violations of the Code and impose sanctions for violations determined after
investigation;
 reviewing and continuously updating the Code; and
 drafting and promulgating the Implementing Rules for the effective implementation of the Code, subject to
the approval of the President and CEO.

Management is also responsible for enforcing and monitoring compliance with the Code within their respective area
of jurisdiction and taking or implementing disciplinary action after proper investigation.

All directors, officers and employees have the duty to report non-compliance with the Code and its Implementing
Rules that may come to their knowledge and attention, in accordance with the relevant company rules and
procedures.

Any violation shall be dealt with in accordance with the procedures provided in the Implementing Rules, the
Corporation’s Human Resources Manual of Policies and Procedures, the Employee Handbook and other existing
company policies and proper observance of the requirements of due process. This shall be without prejudice to the
filing of any legal action against the party concerned under existing laws

INTEGRITY: Always Do the Right Thing We are guided by the highest standards of ethical business conduct and by
this simple principle: Do the right thing. Our business is built on long-lasting relationships, founded on trust. Our
handshake is our bond and we stand behind our promises. We treat our employees, customers and partners with
fairness, honesty and respect, just as we would want them to treat us. At Hess, our goal is to build long-term
relationships and trusted partnerships. VALUE CREATION: Building a Sustainable Enterprise We are committed to
creating shareholder value based on sustained financial performance and long-term profitable growth. That means
managing risk and carefully considering each strategic, tactical and investment decision. PEOPLE: We Grow, Develop
and Reward People We value each member of our workforce by investing in personal development, rewarding
accomplishments and “growing our own” future leaders. We appreciate diversity and treat each other with respect.
This is the Hess Way. SOCIAL RESPONSIBILITY: Being a Trusted Partner We are committed to meeting the highest
standards of corporate citizenship by protecting the health and safety of our employees, safeguarding the
environment and making a positive impact on the communities where we do business. PERFORMANCE: Carefully
Measure our Efforts We are an agile team with a can-do spirit. We cooperate within and across businesses to
achieve shared goals. We encourage innovation, accountability and collaboration and we hold each other
accountable for our performance. INDEPENDENT SPIRIT: Have A ‘Can Do’ Attitude We are committed to preserving
the special qualities and unique personality that have made us a successful independent enterprise.

MAINTAINING ACCURATE BOOKS AND RECORDS We are required to maintain accurate books and records in
accordance with the securities and accounting laws of the United States and the countries in which we operate.
These documents form the basis of our earnings statements, financial reports and other public disclosures, and they
guide our business actions and decisions. Each of us is responsible for keeping accurate records of transactions,
time reports, expense accounts and other financial records. In addition, we must comply with our company’s system
of internal controls over financial reporting. We may never make a false representation in our books or otherwise
mischaracterize information. This means we cannot: • Intentionally distort or disguise the true nature of any
transaction • Make a representation, written or verbal, that is not fully accurate • Establish any undisclosed or
unrecorded funds or assets for any purpose We have a responsibility to cooperate with internal and external
auditors reviewing our business activities. This responsibility also applies to government investigators. We must
never interfere with or seek to improperly influence any audits or examinations of our company. If you have
concerns regarding accounting, internal controls or auditing, report them to any resource listed in the section on
Speaking Up. If you become aware of any actual or threatened litigation, investigation or proceeding, contact the
Legal Department or Global Compliance. PROTECTING OUR ASSETS We are expected to treat company property —
both tangible and information assets — with the same care and respect that we do our own. Physical Property We
must protect our physical property from theft, damage, loss or misuse. This includes facilities, vehicles, computers,
mobile devices, other business equipment and supplies. Occasional personal use of certain company property is
sometimes appropriate, as long as such use is authorized and does not interfere with our ability to do our work.

THIRD PARTY INFORMATION We have a duty to protect the confidential information supplied to us by our business
partners. We must follow the confidentiality provisions of any contractual agreements and laws governing our
activities, and may never misappropriate or misuse confidential information provided by third parties. Our obligation
to protect this information continues even after our employment at Hess has ended. Many materials we use in our
work, such as computer software, journals and other publications, are owned by third parties and protected under
copyright laws or licensing agreements. We must not disclose or copy such materials or infringe on the copyrights of
others.
PREVENTING MONEY LAUNDERING We are committed to the global fight against money laundering. Money
laundering is the process by which funds generated through criminal activity, such as terrorism, drug dealing and
fraud, are processed through commercial transactions in order to conceal the source of the proceeds, avoid
reporting requirements or evade taxes. To help prevent money laundering, compliance due diligence must be
performed prior to entering into certain engagements with business partners. We should be alert for money
laundering activities by ensuring our business partners maintain a physical presence, are engaged in legitimate
business and have proper compliance processes in place.

COMPLYING WITH INTERNATIONAL TRADE CONTROLS Import and Export Laws We deliver products and services to
countries all over the world. It is important that we abide by all trade restrictions that apply to these activities,
including applicable import and export controls. Many factors dictate whether products, services, technology, data
or information may move across borders, including the nature of the exported item, the destination country and the
end use or user. In certain instances, we must obtain licenses and government approvals to export or import an item
or technology.

COMPLYING WITH COMPETITION LAWS Antitrust Laws As part of our culture of performance, we engage in vigorous
yet fair competition, and comply with antitrust and competition laws in place wherever we do business, including
U.S. antitrust and EU competition laws. These laws prohibit us from entering into formal or informal agreements with
our competitors, customers, suppliers and other business partners that affect prices, terms or conditions of sale or
fair competition. We must avoid the disclosure of confidential company information to competitors and exercise
caution when interacting with competitors at conferences and other similar events.

Competitive Information We may not gather information about our competitors using deception, theft,
misrepresentation or other illegal or unethical means. We must be careful not to request confidential information
from our vendors and business partners or from new hires about their former employers. In addition, we must not
share confidential information we may have about our former employers with Hess. When leaving the company, we
may not download, remove or otherwise take company information with us.

ELIMINATING BRIBERY AND CORRUPTION We strictly prohibit bribery, kickbacks, and any other improper payments,
whether involving Government Officials, private sector individuals or private or state-owned companies. Bribery is
never an acceptable business practice and will not be tolerated. As a global company, we comply with all applicable
anti-bribery and anticorruption laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and
the anti-bribery and anti-corruption laws of other countries where we do business. This means that we may never
pay, or offer to pay, anything of value to any Government Official or any other person in order to obtain or retain
business or to secure an improper business advantage. This prohibition includes offering, promising, authorizing or
giving anything of value through a third party doing business on our behalf. • “Government Officials” include elected
or appointed officials, national or local government employees, anyone working for state or nationally owned or
controlled companies (including national oil companies), political party officials or candidates for public office,
employees of public international organizations or anyone else categorized as a government official under local law.
• “Anything of value” includes, but is not limited to money, gifts, meals and hospitality, entertainment, travel and
accommodation expenses, per diems, employment opportunities and charitable donations. Facilitation payments —
payments to Government Officials to expedite or ensure the performance of a routine governmental action — are
prohibited except in exceptional circumstances where you are threatened with violence or imminent physical harm if
a payment is not made. In those limited instances, the payments must be immediately reported and accurately
recorded in the company’s books and records.

PROVIDING GIFTS AND ENTERTAINMENT Business gifts and entertainment can help strengthen or develop strong
working relationships with our business partners and other third parties. However, we must always use good
judgment and ethical decision making when offering or accepting such benefits. Business gifts and entertainment
may never be intended to improperly influence the actions of the recipient. Any gift, meal, hospitality,
entertainment, or travel support must be: • Permissible under all applicable laws • Reasonable and appropriate
under the circumstances • Provided for a legitimate business purpose • Properly recorded in the company’s books
and records Providing business gifts and entertainment, as well as corporate social responsibility expenditures, to
Government Officials or government entities presents special risks for the company. You must obtain preapproval
for certain benefits provided to governments and Government Officials through the company’s established anti-
bribery and anti-corruption approval processes and systems. You must read and understand the company’s Anti-
Bribery and Anti-Corruption Policy and Procedure before providing any of these benefits

AVOIDING CONFLICTS OF INTEREST We are all responsible for avoiding situations where our personal, social,
financial or political interests could be in conflict with the interests of our company, or could be perceived by others
to be in conflict with such interests. We have an obligation to be transparent with the company when entering into
certain personal relationships or transactions or when interacting with the company’s business partners and other
third parties. Certain personal relationships or transactions, or interactions with third parties, create conflicts of
interest which cannot sufficiently be mitigated or resolved. We must avoid these conflicts of interest at all times.
Other relationships or transactions may be appropriate, but they must be properly disclosed, and will be reviewed,
evaluated and approved on a case by case basis. All conflict of interest disclosures must be submitted by completing
a Conflict of Interest Disclosure Form, available through the Global Compliance page on Hess Connect

Examples of potential conflicts of interest include: • Personal Investments or Transactions: Financial interests that
could interfere with the best interests of the company • Outside Business and Other Activities: Interests such as a
second job or board membership that could affect your objectivity, motivation, or performance at Hess • Personal
Relationships: Hiring, managing or otherwise establishing a business relationship with a family member, a close
personal friend or someone with whom you have an intimate relationship • Accepting Gifts and Entertainment:
Accepting certain gifts, meals, hospitality, entertainment, travel support or other items of value from business
partners and other third parties with whom Hess conducts business

AVOIDING INSIDER TRADING Through our work, we may learn material, nonpublic information (or “inside
information”) about our company or another company with which we do business. Information is considered material
if a reasonable investor would consider it important in making a decision to trade in a company’s securities.
Information is considered nonpublic unless it has been provided to the public and adequate time has passed for the
markets to digest the information. It is generally illegal under U.S. insider trading laws and the laws of other
countries where we do business to use inside information about a company to buy or sell the securities of that
company. Communicating inside information to another person that would help them make a profit or prevent a loss
may also constitute a violation of insider trading laws.