Investor Relations

Code of Business Conduct and Ethics and Conflict of Interests Policy for Members of the Board of Directors

The Board of Directors (the “Board”) of Host Hotels & Resorts, Inc. (the “Company”) has adopted the following Code of Business Conduct and Ethics and Conflict of Interests Policy (the “Code”) for the Board of Directors. This Code is intended to focus the Board and each director on the duties and responsibilities of directors, provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Each director must comply with this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guiding principles for directors. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chair of the Nominating and Corporate Governance Committee, who may consult with inside or outside legal counsel as appropriate.

Directors who also serve as officers of the Company must follow this Code in addition to the Company’s Code of Business Conduct and Ethics for Employees.

A. Conflict of Interests

1. Board members have a paramount interest in promoting and preserving the interests of the Company’s stockholders and the best interests of the Company. Directors should avoid any conflicts of interest between themselves and the Company. Any situation that involves, or may reasonably be inferred to involve, a conflict between a director’s personal interests and the interests of the Company should be disclosed to the Chair of the Nominating and Corporate Governance Committee. For example, a director should disclose his or her financial interest, or the financial interest of any member of his or her immediate family, as defined in by the rules of the New York Stock Exchange, or any of his or her business associates in any transaction considered by the Board. In addition, directors must disclose information on their financial interests in organizations doing business with the Company.
2. It is imperative that all directors exercise good faith by disclosing information relating to conflicts or potential conflicts of interests and excusing themselves from voting on any issue before the Board that could result in a conflict, self-dealing, or any other circumstances wherein their privileged position as directors would result in a detriment to the Company or in a noncompetitive, favored, or unfair advantage to either themselves or their business associates.
3. Directors may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
4. A director, or any member of his or her immediate family, should avoid the acceptance of gifts of any significant value in those cases where any such gift is being made in order to influence the director’s actions as a member of the Company’s Board, or where acceptance of such gift gives the appearance of a conflict of interest.
5. Directors may not use Company assets, labor or information for personal use unless approved by the Chair of the Nominating and Corporate Governance Committee or as part of a compensation or expense reimbursement program available to all directors.

B. Corporate Opportunities

Directors are prohibited from: (a) taking for themselves personally opportunities that are related to the Company’s business; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company for business opportunities, provided, however, if disinterested directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may do so.

C. Confidentiality

Directors should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them from whatever source, in their capacity as a director, except when disclosure is authorized by the Company or required by law. “Confidential information” includes all non-public information relating to the Company.

D. Compliance with Laws, Rules and Regulations; Fair Dealing

Directors shall comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Transactions in the Company’s securities are governed by the Company’s Insider Trading Policy Statement.

Directors shall oversee, consistent with the Company’s Code of Business Conduct and Ethics for Employees, fair dealing by employees with the Company’s customers, suppliers and competitors and employees.

E. Modifications/Waiver

This Code shall be reviewed annually by the Nominating and Corporate Governance Committee and may be revised, amended and modified by the Board of Directors based on recommendations of the Nominating and Corporate Governance Committee. Any waiver of this Code may be made only by the independent directors of the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee.

Footnotes:

1. The term “immediate family” is currently defined by New York Stock Exchange Rule 303A.02 to include a person’s spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who share such person’s home.
2. For purposes of this Code, the term “business associate” shall mean any entity or individual with whom the director has a business relationship (outside of the Company), including, but not limited to, (i) any corporation or organization (other than the Company) of which such director is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities (a “10 percent beneficial owner”), and (ii) any other partner, officer, or ten percent (10%) beneficial owner of any such corporation or organization, and (iii) any trust or other estate in which such director has a substantial beneficial interest or as to which such director serves as trustee or in a similar fiduciary capacity.

Code of Business Conduct and Ethics for Employees

1. INTRODUCTION

The collection of policies and guidelines established in this Code of Business Conduct and Ethics applies to all employees of Host Hotels & Resorts, Inc. and its consolidated subsidiaries ("Host" or the "Company"). We believe that long-term, trusting business relationships are built by being honest, open and fair. We promise to uphold the highest professional standards in all business operations. We also expect that those with whom we do business (including suppliers and customers) will adhere to our Code of Business Conduct and Ethics standards.

The fundamental principle that underlies the way we do business at Host is good judgment. An understanding of our legal and ethical parameters enhances that judgment. Host has a responsibility to pay constant attention to all legal boundaries and to comply with all applicable laws and regulations in all of its operations worldwide. We have the same obligation to the communities in which we do business, to the clients and customers with whom we do business, and to the shareholders who have invested in us. For everyone at Host, this means following the spirit of the law and doing the right, ethical thing even when the law is not specific.

This Code outlines the broad principles of legal and ethical business conduct embraced by Host. It is not a complete list of legal or ethical questions an employee might face in the course of business, and therefore, this Code must be applied using common sense and good judgment. All Host employees must conduct themselves according to these policies and seek to avoid even the appearance of improper behavior. Employees should also refer to the Company's Insider Trading Policy Statement and Policies and Procedures, which include equal employment opportunity, sexual harassment, and loss prevention, posted by Human Resources on the Company's intranet, which supplement and are in addition to this Code.

Although we realize that no two situations are alike, we aim for consistency and balance when encountering any ethical issues. It is essential that we all keep an eye out for possible infringements of Host business ethics - whether these infringements occur in dealings with the government or the private sector, and whether they occur because of oversight or intention, whether the persons involved are top management or rank-and-file employees.

Outstanding employees are key to Host's success. Everyone is part of the company team, and each of us deserves to be treated with dignity and respect. In addition, every employee is responsible for his or her own conduct. No one has the authority to make another employee violate this Code, and any attempt to direct or otherwise influence someone else to commit a violation is unacceptable.

Managers, in particular, set an example for other employees and are often responsible for directing the actions of others. Host requires all employees, including managers, to know and understand this Code, as it applies personally to the employee or manager and to those under his or her supervision.

Those who violate the policies in this Code will be subject to disciplinary action, up to and including a discharge from Host and, where appropriate, civil liability and criminal prosecution. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the policies described in Sections 15 and 16 of this Code.

Host employees who have questions regarding business conduct or possible violations should contact the Law Department. Host will not tolerate retaliation for reports made in good faith.

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2. ETHICAL BUSINESS CONDUCT

It is essential that we watch for possible infringements of Host's business ethics - whether these infringements occur in dealings with the government or the private sector, and whether they occur because of oversight or intention. Host employees who have knowledge of possible violations should notify Human Resources, the Law Department or the "Ethics at Host Hotels & Resorts, Inc." hotline. Any questions or concerns regarding accounting, internal controls, or auditing matters will be forwarded to the Audit Committee of the Board of Directors.

To assist employees in the day-to-day protection of our business ethics, we have compiled a list of some areas where breaches may occur:

Improper or excessive payments of any of the following:


• Consulting fees or director & officer payments
• Expense reports
• Employee loans

Questionable payments to agents, consultants or professionals whose backgrounds have not been adequately investigated, who do not have signed contracts or letters of engagement, or whose association with Host would be embarrassing if exposed;

Payroll-related expenditures, bonuses, awards and non-cash gifts given to or by Host employees without proper approval and adequate documentation;

Payments made in cash or checks drawn to Cash or Bearer or bank accounts not in Host's name;

Transfers to or deposits in the bank account of an individual, rather than in the account of the company with which we are doing business;

Billings made higher or lower than normal prices for fees, at a customer's request;

Payments made for any purpose other than that described in supporting documents;

Payments made to employees of customers or agencies through intermediary persons or organizations, or that seem to deviate from normal business transactions;

Any large, abnormal, unexplained or individually approved contracts, or expenditures made without review of supporting documentation;

Unusual transactions occurring with nonfunctional, inactive or shell subsidiaries or undisclosed or unrecorded assets or liabilities;

Use of unethical or questionable means to obtain information, including information about competitors;

An employment, consulting or business relationship between a Host employee and another company, especially in the same or related business; and

Frequent trading (buying and selling over short intervals) in Host stock or the stock of a company with which we do business.

These are examples of possible infringements that Host employees need to avoid. Employees should feel free to discuss any concerns about this policy with the Law Department.

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3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is one of the foundations on which Host's ethical policies are built. All employees must respect and obey the laws of the cities, states and countries in which we operate, including, without limitation, laws relating to alcoholic beverages, anti-trust, campaign finance, civil rights, copyright protection, environmental protection, employment discrimination, health and workplace safety, foreign corrupt practices, securities and taxes. No employee should at any time take any action on behalf of the Company that he or she knows or reasonably should know would violate any law or regulation. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

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4. CONFLICTS OF INTEREST

Host respects the rights of employees to manage their personal affairs and investments and does not wish to intrude upon their personal lives. At the same time, employees must act in the best interests of Host and avoid situations that present a potential or actual conflict between their interests and the interests of Host.



A "conflict of interest" exists when a person's private interest interferes (or even appears to interfere) in any way with the interests of Host. A conflict situation can arise when an employee of Host takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively. Conflicts of interest also arise when an employee or members of his or her immediate family receives improper personal benefits as a result of his or her position in or with Host. Loans to, or guarantees of obligations of, employees or their immediate family members also create conflicts of interest.

Conflicts of interest are generally prohibited as a matter of Host policy. Exceptions may only be made after review and approval of specific or general categories by the Board of Directors. Conflicts of interest may not always be clear cut, so if you have a question you should consult with your supervisor or Host's General Counsel. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel who is not involved in the matter giving rise to such a conflict or potential conflict or consult the policies described in Sections 15 and 16 of this Code.

Examples of Conflicts of Interest:


Relationships with a Competing Business and Certain Other Entities:

Engaging in a competing business while employed with Host is a conflict of interest. In addition, certain relationships with a competing business or an entity that has a material financial or adverse relationship with Host are also conflicts of interest. For that reason, no employee may, without prior approval:

Engage in any competing business with Host; or

Engage in the following activities with a competing business, an entity that has a material financial relationship with Host or an entity whose interests are adverse to or conflict with, in a material respect, the interests of Host:


• serve as a director, officer or key personnel;
• own more than 10% of the stock or other equity interest; or
• provide directly consulting, legal, advisory or other services.

The determination of whether a "material financial relationship" exists or whether an interest is adverse to (or in conflict with) the interests of Host in a material respect will be made on a case-by-case basis by the Office of the General Counsel.

Outside or Additional Part-Time Work:

While the best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf, employees may wish to take on additional part-time work with organizations that are not our competitors, customers or suppliers. While such work in itself does not constitute a conflict of interest, the second job must be strictly separated from the employee's job at Host, and is subject to the following restrictions:


• Outside work must not be done on company time and must not involve the use of company equipment or supplies;
• The employee should not attempt to sell products or services from the outside work to Host or its employees; and
• Performance of the outside work must not interfere with or prevent the employee from devoting the time and effort needed to fulfill the employee's primary duties and obligations as an employee of Host.



Favors, gifts, and entertainment:

Host employees and members of their families must not give or receive valuable gifts (including gifts of equipment, discounts, or favored personal treatment) to or from any person associated with Host vendors or customers. This includes accepting the opportunity to buy "directed shares" (also called "friends and family shares") from a company where the Host employee is now or is likely to become involved in the evaluation, recommendation, negotiation or approval of current or prospective business with that company. Under no circumstances may an employee accept a gift of cash or cash equivalents.

This is not intended to preclude Host from receiving or evaluating appropriate complimentary products or services. Nor is it intended to preclude Host from making a gift to a company or organization, provided that the gift is openly given, with full knowledge by the company or organization, and is consistent with applicable law. In rare circumstances, local customs in some countries may call for the exchange of gifts having more than nominal value as part of the business relationship. In these situations, gifts may be accepted only on behalf of Host (not an individual) with the approval of the Host Law Department. Any gifts received should be turned over to Human Resources for appropriate disposition or donated to a nonprofit, charitable organization. In all cases, the exchange of gifts must be conducted so there is no appearance of impropriety. Gifts may only be given in accordance with applicable laws, including the U.S. Foreign Corrupt Practices Act.

Gifts, including advertising, novelties, favors and non-business related entertainment, are allowed when the following conditions are met:


• They are consistent with Host's business practices;
• They do not violate any applicable law, such as state and federal procurement laws and regulations;
• They are of limited value ($150.00 or less);
• Public disclosure would not embarrass Host.

Any gift not meeting these conditions may be accepted only with the prior approval of Human Resources or the Law Department.

Direct Reporting to Spouse, Partner or Immediate Family:

The potential for conflict of interest clearly exists if your immediate family member (i.e., spouse, sibling, child, or parent) or someone with whom you have a romantic relationship also works at Host and is in a direct reporting relationship to you. Employees should not directly supervise, report to, or be in a position to influence the hiring, work assignments or evaluations of an immediate family member or someone with whom they have a romantic relationship. If you have any questions, please consult Host's Senior Vice President of Human Resources.

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5. INSIDER TRADING

The federal securities laws strictly forbid employees from buying or selling Host's securities while in possession of material nonpublic information about Host. Likewise, employees may not "tip" a family member, friend or other person by providing that person with material non-public information about Host. Any of these actions may amount to "insider trading" and are strictly prohibited. Employees, officers and directors should refer to Host's Insider Trading Policy Statement, which contains more detailed policies and rules relating to transactions in Host's securities. If you have any questions, please consult Host's General Counsel.

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6. CORPORATE OPPORTUNITIES

Employees are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position. No employee may use corporate property, information, or position for improper personal gain. Employees owe a duty to Host to advance its legitimate interests when the opportunity to do so arises.

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7. COMPETITION AND FAIR DEALING

We seek to outperform our competitors fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies, is prohibited. Our employees should endeavor to respect the rights of and deal fairly with Host's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

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8. SPECIAL ETHICS OBLIGATIONS OF EMPLOYEES WITH FINANCIAL REPORTING OBLIGATIONS

Host requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of Hosts books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Host's transactions and must conform both to applicable legal and accounting requirements and to Host's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained under any circumstances.

The accurate and timely reporting of our financial results and financial condition requires that all financial information be recorded promptly and accurately, and that our systems for recording and reporting that information be properly functioning and subject to regular and thorough evaluations. While not all of us may be familiar with accounting procedure, we do need to make sure that every business record is accurate, complete and reliable.

All employees are responsible to report to Host any concerns regarding questionable accounting or auditing matters that may come to their attention. This policy also applies to all operating reports or records prepared for internal or external purposes, such as environmental data, product test results, quality control reports, or sales projections. False, misleading or incomplete information impairs Host's ability to make good decisions, undermines trust in the long term, and may in some cases be illegal.

Business records and communications often become public, and employees should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to Host's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult Host's General Counsel.

The Treasury and Accounting Departments bear a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of Host. The Chief Executive Officer, Chief Financial Officer, and other personnel have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout Host as a whole that ensures the fair and timely reporting of Host financial results and condition.

Because of this special role, the Chief Executive Officer, Chief Financial Officer and all other members of the Treasury and Accounting Department are bound by the following Financial Officer Code of Ethics, and by accepting the Code of Business Conduct and Ethics, each agrees that he or she will:


• Act with honesty and integrity, avoiding actual or apparent conflicts of interest involving personal and professional relationships;
• Provide other officials and constituents of Host information that is full, fair, accurate, complete, objective, timely and understandable;
• Comply with rules and regulations of all governmental entities, as well as other private and public regulatory agencies to which Host is subject;
• Act at all times in good faith, responsibly, with due care, competence and diligence, and without any misrepresentation of material facts;
• Act objectively, without allowing his or her independent judgment to be subordinated;
• Respect the confidentiality of company information, except when authorized or otherwise required to make any disclosure, and avoid the use of any company information for personal advantage;
• Share his or her knowledge and skills with others to improve Host's communications to its constituents;
• Promote ethical behavior among employees under his or her supervision at Host; and
• Achieve responsible use of and control over all assets and resources of Host entrusted to him or her.

Violations of this Financial Officer Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment, and, where appropriate, civil liability and criminal prosecution. If you believe that a violation of the Financial Officer Code of Ethics has occurred, please contact Host's General Counsel. You may also contact the Audit Committee of the Board of Directors through the hotline at 1-866-384-4277. You may also report a violation by logging on to www.ethicspoint.com.

It is against Host's policy to retaliate against any employee for good faith reporting of violations of this Financial Officer Code of Ethics or for participating in any investigation relating to a reported violation.

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9. COMPLETE, ACCURATE AND TIMELY DISCLOSURE

Host is owned by the public and its shares are listed for trading on the New York Stock Exchange. As a result, Host is obligated to make various disclosures to the public. Host is committed to full compliance with all requirements applicable to its public disclosures. Host has implemented disclosure controls and procedures to assure that its public disclosures are timely, compliant and otherwise full, fair, accurate and understandable. All employees responsible for the preparation of Host's public disclosures, or who provide information as part of that process, have a responsibility to assure that such disclosures and information are complete, accurate and in compliance with Host's disclosure controls and procedures.

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10. PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should endeavor to protect company assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Host's profitability. All company assets should be used for legitimate business purposes only. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-company business, though reasonable incidental personal use is permitted.

The obligation of employees to protect company assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Host's policy. It could also be illegal and result in civil or even criminal penalties. Employees who have access to proprietary and confidential information are obligated to safeguard it from unauthorized access in accordance with Host's policy on confidential information (see Section 11 of this Code).

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11. CONFIDENTIALITY

Employees of Host must maintain the confidentiality of information entrusted to them by Host or its customers, except when disclosure is either expressly authorized by Host or required by law. Confidential information includes all non-public information, including information that might be of use to competitors, or harmful to Host or its customers, if disclosed. Confidential information includes, without limitation, financial information, forecasts and analyses and offers and proposals for acquisitions, dispositions and other transactions and the other documents and analyses related thereto, and new client accounts or the termination of existing client accounts. Employees are required to keep confidential all confidential information and may not disclose, reveal or discuss this information with persons outside of Host or use this information for their own direct or indirect benefit or for the direct or indirect benefit of any family member, friend, relative or other recipient of the information. Should any employee have a question as to whether certain information is considered confidential information, that person should contact or consult with Host's General Counsel.

The obligation to keep company information confidential continues indefinitely following termination of the employment or other relationship with Host, and Host will pursue all legal remedies available at law or in equity to prevent any former employee from using company confidential information.

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12. PAYMENTS TO GOVERNMENT PERSONNEL; POLITICAL ACTIVITIES AND CONTRIBUTIONS

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any jurisdiction.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Host's policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Host's General Counsel can provide guidance to you in this area.

Host respects and supports the rights of employees to participate in political activities. However, these activities should not be conducted on company time or involve the use of any company resources such as telephones, computers or supplies. Employees will not be reimbursed for personal political contributions.

Host may sometimes express its views on local, national and international issues that affect its operations. In such cases, company funds and resources may be used, but only when permitted by law and by our strict company policies. Host may also make limited contributions to political parties or candidates in jurisdictions where it is legal and customary to do so. No employee may make or commit to political contributions on behalf of Host without approval from Host's General Counsel.

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13. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code for executive officers may be made only by independent directors of the Board of Directors or a Board committee comprised solely of independent directors and will be promptly disclosed as required by law or regulation of the New York Stock Exchange.

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14. ADVICE ON ETHICS QUESTIONS

Employees who have questions about this Code should turn to their immediate supervisors in the first instance. Host's "open door" policy gives employees the freedom to approach any member of management with ethical questions or concerns in good faith without fear of retaliation.

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15. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

If you believe that actions have taken place, may be taking place or may be about to take place that violate or would violate this Code or any laws, rules or regulations, you must bring the matter to the attention of Host. You are encouraged to talk to your supervisor, manager or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. Any supervisor or manager who receives a report of a potential violation of this Code or any laws, rules or regulations must report it immediately to Host's General Counsel or the Senior Vice President of Human Resources.

You are required to communicate any violations of this Code or any laws, rules or regulations to Host's Human Resources department or Host's General Counsel, by any of the following methods:

In writing either by internal mail or standard mail;
By e-mail; or
By telephone.

Host has contracted with a company to provide a confidential hot line, which can be accessed by telephone and e-mail. Employees who use the hot line are guaranteed confidential treatment. All employee communications made in good faith will be treated promptly and professionally and without risk of retribution whatsoever. The number of the hot line is 1-866-384-4277. You may also report a violation by logging on to www.ethicspoint.com. Any use of these reporting procedures in bad faith or in a false or frivolous manner will be considered a violation of this Code. In addition, you should not use Host's ethics hotline for personal grievances not involving this Code.

We would prefer you identify yourself to facilitate our investigation of any report. However, you may choose to remain anonymous. We will use reasonable efforts to protect the identity of any person who reports potential misconduct in good faith and any retaliation for reports of misconduct by others made in good faith will not be tolerated. Indeed, any employees who engage in retaliation are subject to discipline, up to and including termination, and in appropriate cases, civil and/or criminal liability. We will also use reasonable efforts to protect the identity of the person about or against whom an allegation is brought, unless and until it is determined that a violation has occurred.

Any person involved in any investigation in any capacity of a possible misconduct must not discuss or disclose any information to anyone outside of the investigation unless required by law or when seeking his or her own legal advice, and is expected to cooperate fully in any investigation. It is against Host's policy to retaliate against any employee for participating in any investigation of possible misconduct.

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16. COMPLIANCE PROCEDURES

We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.

Seek help from company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it with Human Resources or the Law Department.

You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. Host does not permit retaliation of any kind against employees for good faith reports of ethical violations.

Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

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17. ADMINISTRATION

Board of Directors. The Board of Directors, through the Nominating and Corporate Governance Committee, will help ensure this Code is properly administered. The Nominating and Corporate Governance Committee will be responsible for the annual review of the compliance procedures in place to implement this Code and will recommend clarifications or necessary changes to this Code to the Board of Directors for approval. Any changes to the Code will be immediately disclosed and disseminated via electronic means.

Officers and Managers. All officers and managers are responsible for reviewing this Code with their employees and ensuring they have signed the attached certification. Officers and managers are also responsible for the diligent review of practices and procedures in place to help ensure compliance with this Code.
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