Our Shareholders

Our Shareholders

MDU Resources Group’s management is committed to acting in the best interest of the corporation and protecting its assets, and serving the long-term interests of the company’s shareholders. This includes protecting our tangible interests, such as property and equipment, as well as intangible assets, such as our reputation, information and intellectual property.

Accounting and financial reporting

Every employee is responsible for protecting MDU Resources’ assets, and management is responsible for establishing and maintaining appropriate internal controls to ensure assets are used only for lawful and proper purposes, protected against loss from unauthorized use, recorded using reliable information and scrupulously accounted for. Every employee is responsible for abiding by management’s internal controls for protecting the corporation’s assets.

The corporation maintains accurate accounting records, which include all assets, liabilities, revenues, expenses and financial transactions, in accordance with Generally Accepted Accounting Principles (GAAP). Transactions require appropriate authorization.

All material off-balance-sheet transactions, arrangements and obligations, contingent or otherwise, and other relationships of MDU Resources or its operating companies with unconsolidated entities or other persons that may have material current or future effects on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenues or expenses are disclosed to the Audit Committee of the board of directors and to the corporation’s independent auditors.

No employee or director may interfere with or seek to improperly influence, directly or indirectly, the auditing of MDU Resources’ financial records.

Policies require employees who become aware of any improper transaction or accounting practice to report the matter immediately to their supervisor, the general counsel, the corporation’s internal auditing director, or a member of the Audit Committee. An employee also may file a confidential, anonymous report through the company’s ethics hotline. There will be no retaliation against employees who disclose, in good faith, questionable accounting or auditing matters.

Protection of property

All employees are responsible for the proper use of company property, which includes physical resources and proprietary and confidential information. Employees must provide reasonable care for the use and maintenance of property and take adequate precautions to protect assets from misuse, theft, vandalism and accidental loss. Property may not be used for the personal benefit of employees or anyone else, including community or charitable organizations, without prior management approval.

Sensitive information, including Social Security numbers and banking information, are required to be handled according to MDU Resources’ Sensitive information policy.

Trademarks, service marks and copyrights

Trademarks and service marks — words, slogans, symbols, logos or other devices used to identify a particular source of goods or services — are important business tools and valuable assets that require care in their use and treatment. MDU Resources’ trademarks, marks and logos are governed by the Company Logo Protocol Policy.

Inside information

Employees may not trade in or even recommend corporate stock based on inside information. “Insider trading” is the purchase or sale of a publicly traded security while in possession of important non-public information about the issuer of the security. Such information includes non-public information on, for example, corporate earnings, significant gains or losses of business, or the hiring, firing or resignation of a director or officer of the corporation. Insider trading is prohibited by securities laws. So is “tipping,” which is communicating such information to anyone who might use it to purchase or sell securities.

Officers and directors of the corporation are prohibited from trading in corporate stock during a “Blackout Period,” as described in the corporation’s Insider Trading Policy.

Conflicts of interest

MDU Resources’ code of conduct, the Leading With Integrity Guide, requires directors, officers and employees to conduct themselves in such a way that there is no conflict — or even the appearance of a conflict — between their personal interests and the corporation’s interests. Employees and non-executive officers who recognize a conflict of interest must report it to their supervisor, the Human Resources department, the general counsel or the internal audit director. Directors and executive officers must report to the general counsel all proposed or existing transactions between them or their immediate family members and the corporation.

Personal financial interests

MDU Resources’ Related Party Transactions Policy requires an employee to disclose and obtain approval of a transaction in which the corporation is a participant and the employee or an immediate family member has or will have a direct or indirect material interest.

Significant relationships

MDU Resources employees are required to disclose “significant relationships,” meaning a family, business or personal relationship that causes or appears to cause an inability on the part of an employee to objectively and impartially perform his or her corporate responsibilities.

These might include:

  • A family, business or personal relationship with another corporate employee with whom a reporting relationship exists. This applies whether the relationship is direct or indirect and whether it is superior-to-subordinate or subordinate-to-superior.
  • A relationship with an officer of any MDU Resources company.
  • A relationship with another corporate employee whose career or terms and conditions of employment may be affected by the reporting employee.


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