BNSF Ethics and Compliance Program

Roger NoberExecutive Vice President Law and Secretary

July 13, 2011

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BNSF’s Ethics and Compliance BNSF’s Ethics and Compliance ProgramProgram

KEY COMPONENTS Tone of Management Program Design and

Implementation Employee

Communication and Training

Monitoring Effectiveness

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Culture of Compliance

Tone at the Top Leadership Model Vision and Values

AnnualPlan

Personal ObjectivesInitiative

s1-3 yearsStrategie

s3+ yearsVision & Values

and Leadership Model

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Tone at the Top

Tone at the top is a visible willingness by senior management to let values drive decisions to prioritize those values above other factors – including financial results, and to expect all others in the organization to do the same.

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Chief Compliance Officer Function Leadership ModelLeadership Model

AnnualPlan

Personal ObjectivesInitiative

s1-3 yearsStrategie

s3+ yearsVision & Values

and Leadership Model

LEADERSHIP MODEL • Create a Compelling Vision• Model the Way• Lead More; Manage Less• Communicate, Communicate,

Communicate• Make Development a Priority

VISION:

Our vision is to realize the tremendous potential of BNSF by providing transportation services that consistently meet our customer’s expectations.

VALUES:

Shared Values, Style, Community, Liberty, Equality, Efficiency

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Compliance Program Strategy

While primarily focused on preventative measures, a formal compliance and ethics program also:

Minimizes the impact of unethical behavior on company operations and financial performance;

Provides consistency in applications of higher standards of conduct company wide;

Enhances and safeguards the company’s reputation; Provides business and brand benefits; Builds customer trust and loyalty; Facilitates acquisition and retention of talent; and Demonstrates commitment to global responsibility.

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Compliance Program Compliance Program

Chief Compliance Officer Code of Conduct Company Policies Risk Assessment and Mitigation Design and Implementation of Compliance Plans Communication Training Monitoring Effectiveness / Internal Audit Coordination

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Code of ConductCode of Conduct

Highlights Employee’s Obligations and Expectations

Q&A to Reinforce Education Online Annual Certification Conflict of Interest and

Other Reporting Requirements

Links to Policies Leaders’ Guide

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Policy ManagementPolicy Management

Policy on Policies Review and Approval Process Annual Review Ensure consistency and clarity of policies Communicate employee obligations effectively Monitor Effectiveness through training and enforcement Document exceptions

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Communication and TrainingCommunication and Training

New Employee Orientation Learning Management System Online Annual Certification Web-Based Training Live Training Leaders’ Guide Policy Communications – BNSF News

Leaders’ GuideA guide to answer some common compliance and ethics-related questions

It takes 20 years to build a reputation and five minutes to ruin it. If you think about that, you’ll do things differently.

~ Warren Buffett

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Monitoring Effectiveness Monitoring Effectiveness

Assessing Risk – Enterprise Wide Risk AssessmentCorporate Audit Services – Annual Audit PlanFraud and Controls Meetings Employee HotlineConflict of Interest Reporting and Tracking

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Specific Compliance IssuesSpecific Compliance Issues

Acceptance and Giving of Gifts Political Contributions PAC Activities