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Code of Business Conduct

Expeditors International of Washington, Inc. ("Expeditors" or the "Company") is committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct summarizes the legal, ethical and regulatory standards that Expeditors must follow and is a reminder to our directors, officers and employees, of the seriousness of our commitment. Compliance with this Code and high standards of business conduct is mandatory for every Expeditors employee.

Introduction

Our business is becoming increasingly complex, both in terms of the geographies in which we function and the laws with which we must comply. To help our directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have published this Code of Business Conduct.

This Code is not intended to be a comprehensive guide to all of our policies or to all your responsibilities under law or regulation. It provides general parameters to help you resolve the ethical and legal issues you encounter in conducting our business. Think of this Code as a minimum requirement that must always be followed. If you have any questions about anything in the Code or appropriate actions in light of the Code, you may contact the Company's legal department or the Chair of the Audit Committee.

We expect each of our directors, officers and employees to read and become familiar with the ethical standards described in this Code. Violations of the law, our corporate policies, or this Code may lead to disciplinary action, including dismissal.

Compliance with Law

Expeditors must compete in the United States and in every other country in which we do business. We must all work to maximize profits, but at the same time, do so in strict compliance with all laws and regulations applicable to our activities in the countries in which we are doing business. Everyone should comply, not only with the letter of the law, but also with the spirit of the law which governs your actions and those of our Company.

In addition to observing applicable laws, each employee must adhere to and comply with the moral and ethical standards of society in the conduct of business in his country, as well as have an appreciation for the moral and ethical standards of those other countries with which we are associated. The Company's interest can never be served by an individual's corner-cutting in the interest of producing a quick profit or temporary advantage. Expeditors' goal is to provide quality services, and to promote such services to the public in a manner which informs the public without misleading it. All services that the Company provides must be in compliance with applicable governmental regulations, must be economically viable and must meet the Company's marketing objectives. Each employee's cooperation is essential to enable Expeditors to meet these goals and to deal with the problems which arise, should it fail to meet them.

Conflicts of Interest

Expeditors prohibits employees from requesting or accepting for personal benefit any service, money or other consideration, directly or indirectly, in exchange for influence in any part of Expeditors' business. Further, employees are prohibited from engaging in conduct which is, or appears to be, in conflict with the interests of Expeditors or its customers.

In particular, no director, officer or employee shall:

  • be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that:
    • markets products or services in competition with our current or potential products and services;
    • supplies products or services to Expeditors; or
    • purchases products or services from Expeditors;
  • seek or accept any personal loan or services from any entity with which we do business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;
  • be a consultant to, or a director, officer or employee of, or otherwise operate an outside business if the demands of the outside business would interfere with the director's, officer's or employee's responsibilities to us, (if in doubt, consult your supervisor or the Company legal department);
  • accept any personal loan or guarantee of obligations from Expeditors, except to the extent such arrangements are legally permissible; or
  • conduct business on behalf of Expeditors with immediate family members, which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives.

Directors, officers, and employees must notify the Company General Counsel, the Chief Executive Officer or the Chairman of our Audit Committee of the existence of any actual or potential conflict of interest.

Equal Employment Opportunity

Expeditors’ equal opportunity policy prohibits unlawful discrimination with respect to race, sex, sexual orientation, marital status, age, color, religion, creed, national origin, disability, veteran or other status protected by applicable law. The Company is morally and legally committed to giving all persons an equal opportunity for employment and promotion based solely on their individual qualifications and the valid requirements of the position. While supervisors and managers are charged with the responsibility of preventing discrimination, the success of the Company's equal opportunity policy really depends on the unbiased attitudes and actions of all employees.

Expectations for the Workplace

Expeditors believes all employees must be allowed to work in an environment free of harassment or discrimination. To accomplish this, we must have the cooperation of all of our employees. Sexual harassment may be difficult to recognize in certain circumstances. It can consist of sexual favoritism, attempts to condition employment benefits on sexual concessions, or comments and/or conduct that creates a hostile or intimidating atmosphere. We want an open, friendly, non-coercive environment for both male and female employees. If you believe that you or another employee has been subjected to harassment or discrimination, we urge you to report it immediately to your manager, or an officer of the Company. If you are not satisfied with that person's response, or such a report would not be appropriate, it is your responsibility to make your complaint to an executive officer. This is your obligation as an employee. Your report will be taken seriously and investigated. The Company will protect the confidentiality of those involved to the extent that is consistent with the need to investigate and resolve any problem. Disciplinary action, including termination, will be taken against those who violate the Company's policy against harassment or discrimination, and against others who condone such conduct. You will not be retaliated against for your good faith efforts to comply with this Company policy.

Confidentiality

Our directors, officers and employees are entrusted with our confidential information and with the confidential information of our suppliers, customers or other business partners. This information may include (1) technical or proprietary information about current and future services, (2) business or marketing plans or projections, (3) earnings and other internal financial data, (4) personnel information, (5) supply and customer lists and (6) other non-public information that, if disclosed, might be of use to our competitors, or harmful to our suppliers, customers or other business partners. This information is our property, or the property of our suppliers, customers or business partners and in many cases was developed at great expense. Our directors, officers and employees shall:

  • not discuss confidential information with or in the presence of any unauthorized persons, including family members and friends;
  • use confidential information only for our legitimate business purposes and not for personal gain; and
  • not disclose confidential information to third parties.

Only certain individuals are authorized to speak for Expeditors. Always refer any requests for information about Expeditors from investors, the press or other third parties to an authorized spokesperson.

Open Door Policy

Expeditors maintains an open door policy with its employees. If you disagree with a decision of your supervisor and cannot satisfactorily resolve it with your immediate supervisor, you should feel free to bring it to the attention of a manager or an executive officer of Expeditors. This policy should be used not only when you have concerns about your employment, but also whenever you have concerns or suggestions with respect to this Code of Business Conduct, Expeditors' policies or creative ideas which could assist our operations.

Improper Payments

All directors, officers and employees are prohibited from paying kickbacks, bribes or undisclosed commissions or making other unlawful special payments, giving unlawful discounts or performing any unlawful special services to or for governmental officials or private parties. Each employee is prohibited from making any such payments or performing such services for third parties for the purpose of obtaining favors, treatments, contracts, or sales from others. Similarly, you should neither solicit nor accept such payments or services yourself.

Gifts, Entertainment and Loans

Expeditors has a policy of not giving or accepting gifts of significant value unless specifically authorized by an executive officer of the Company. While Expeditors discourages the giving or accepting gifts of nominal value, such will not be deemed a violation of Company policy if it is a customary practice and does not violate the law or any other provisions of this Code of Business Conduct. You should entertain and be entertained only at times and in circumstances authorized by Company policy and never in a manner which creates an appearance of impropriety.

Community Activities and Political Contributions

Expeditors encourages all employees to participate on an individual basis in community and political activities. However, when you are participating in such activities, you are participating and expressing your views as an individual citizen and not as a representative of Expeditors.

The contribution of Company funds to political campaigns is strictly prohibited, regardless of whether it is done directly or through third parties.

Obligations Regarding Expeditors Stock

Using confidential material information for trading securities, or tipping others to trade based upon this sort of information, is both unethical and illegal. Material inside information is any information about a company (Expeditors, our customers or our suppliers) that has not reached the general marketplace and is likely to be considered important by investors thinking about buying or selling the securities of the company in question.

Directors, officers and certain other employees like district managers, accountants and controllers are prohibited from trading Expeditors shares during company designated quiet periods. Individuals subject to these restrictions generally receive email notification before the beginning of each quiet period, but if you are in doubt about whether these restrictions apply to you, feel free to contact the Company's legal department or investor relations.

Financial Reporting, Internal Controls, Public Disclosure and Record Retention

Every company financial record - including time sheets, sales records and expense reports - must be accurate, timely and in accordance with the law. These records are the basis for managing our business and for fulfilling our obligations to shareholders, other employees, customers, suppliers and regulatory authorities.

Expeditors maintains a system of internal controls that, among other things, ensures the integrity and accuracy of our financial records. You must understand and comply with the internal control requirements applicable to your job and make sure that all of the financial records for which you are responsible are truthful and accurately reflect the transactions being recorded.

We are committed to providing our shareholders and investors with full, fair, accurate, timely and understandable disclosure in the reports that we file with the Securities and Exchange Commission. To this end, our directors, officers and employees shall:

  • not make false or misleading entries in our books and records for any reason;
  • not condone any undisclosed or unrecorded bank accounts or assets established for any purpose;
  • comply with generally accepted accounting principles at all times;
  • notify our Chief Financial Officer if there is an unreported transaction;
  • maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;
  • maintain books and records that accurately and fairly reflect our transactions;
  • prohibit the establishment of any undisclosed or unrecorded funds or assets;
  • maintain a system of internal controls that will provide reasonable assurances to our management that material information about Expeditors is made known to management, particularly during the periods in which our periodic reports are being prepared;
  • present information in a clear and orderly manner and avoid the use of unnecessary legal and financial language in our periodic reports; and
  • not communicate to the public any nonpublic information except through our Chief Financial Officer or Chief Executive Officer.

Knowing what documents and information to keep - and for how long - is an important part of the job at Expeditors. Our record retention requirements are frequently based upon governmental requirements and they may apply to electronic records as well as paper files. Never destroy or alter any document that you believe may be the subject of any pending or threatened proceeding.

Reporting Abuses; Complaint Hotline

It is your responsibility to report any known or suspected violations of the principles and standards set forth in this Code of Business Conduct to a responsible Expeditors official. In many instances this will be your immediate supervisor, but it is also possible that you might want to inform an executive officer. If you report a violation or a suspected violation you are entitled to know the outcome of the matter. If you feel appropriate action is not taken, you should report this fact to an Expeditors executive officer. Expeditors prohibits any retaliation for good faith reports.

Expeditors maintains a 24 hour hotline to provide confidential and anonymous reporting of suspected wrongdoing. Trained operators, not employed by Expeditors, will answer these calls and route the information to the appropriate Expeditors personnel. When a call is received on the hotline, it will be assigned a control number that will allow you to receive an update on the matter you reported and which will allow you to supply additional information.

You can leave a message on this hotline service in one of three ways:

  1. Secure Web Form

    To access an Internet based message interface that will deliver a confidential and anonymous message to Expeditors officials, go to: http://www.openboard.info/expd/

  2. Email

    When submitting a message via email, your address will be stripped out of your email by the independent service provider. You will receive a return email from this service provider that will provide you with follow-up instructions. The email address to send a message is: expd@openboard.info.

  3. Voicemail

    To leave a verbal message dial 866-495-4153 (toll free). Employees located outside North America, please dial (402) 572-4996. All calls are answered by machine and voicemail messages are electronically altered/disguised by the independent service provider before your message is made available to Expeditors officials.

No matter which method you use, you will receive a 15-digit code that can be used to access the status of your message. This also provides a means for Expeditors to request you to anonymously supply additional information regarding your message.

Waivers

The provisions of this Code of Business Conduct may be waived for directors or executive officers only by a resolution of Board of Directors. The provisions of this Code may be waived for our employees who are not directors or executive officers by our General Counsel, after consultation with our Chief Executive Officer. Any waiver of this Code granted to a director or executive officer will be publicly disclosed. Any change in or waiver of this Code for senior financial officers will be publicly disclosed as required by the Securities Exchange Commission.