This Code of Conduct and Ethics (the “Code”) applies to Range Resources Corporation and its subsidiaries (although separate entities, in the Code they are collectively referred to as “Range” or the “Company”) and Range’s directors, officers and employees. All Company personnel must comply with the Code. Because any illegal or unethical action, or the appearance of misconduct or impropriety by anyone acting on Range’s behalf, is unacceptable, the Code should also be followed, where appropriate, by Range’s agents and representatives, including consultants and independent contractors (collectively referred to as “consultants”) where specifically required. When the word “you” is used below it includes all employees, directors and where applicable from the context, consultants.

If you believe a fellow employee, consultant or director is violating the Code or otherwise acting in an illegal or unethical manner, you must report it. Doing so will not be considered an act of disloyalty, but an action which shows your sense of responsibility and fairness to Range’s shareholders and fellow employees and others with whom Range does business. Doing so will also help safeguard the reputation and the assets of Range. Range prohibits retaliation of any kind for all good faith reports of possible violations of the Code.

Reporting violations of the Code is also necessary because in some cases failure to report an illegal act by another person is itself a criminal act for which you could be prosecuted. Violations of the Code will likely cause an employee, officer or director to be subject to corrective action up to and including termination of employment. If you have any questions about whether a particular behavior is a violation of the Code, it is your responsibility to seek guidance from your supervisor, the Company’s General Counsel (who also serves as the Chief Compliance Officer) or the Human Resources Department.

This Code is not intended to be a comprehensive manual that covers every situation you might encounter. In many cases, more specific requirements are contained in the various corporate policies, procedures and guidelines in the Company’s Employee Handbook and other policies. Further, where the Code does not specifically address a particular situation it is your responsibility to seek guidance from your supervisor, the Human Resources department or an officer of the Company before taking an action that you are uncertain would be in compliance with the Code and Range policies.

COMPLIANCE WITH THE LAW

It is the policy of Range that we will conduct business in accordance with all applicable federal, state and local laws and regulations, as well as applicable laws and regulations of foreign jurisdictions where we do business, and in a manner that will reflect a high standard of ethics. The laws and regulations applicable to Range are far reaching and, sometimes, complex. Compliance with the law does not comprise our entire ethical responsibility; rather, it is a minimum, essential condition for performance of our duties. Perceived pressure from supervisors or demands due to business conditions are never excuses for violating the law. Any questions or concerns about the legality of an action must be addressed with a member of the Company’s legal department.

Consistent with Chapter 8 – Part B, Section 2 covering Effective Compliance and Ethics Program of the Federal Sentencing Guideline Manual as updated as of November 1, 2013, Range has adopted the

guidelines for all its compliance programs for various federal, state and local laws and regulations. In summary, to embrace those guidelines Range has:

  1. Established standards and procedures Range believes are reasonably capable of preventing and detecting violation of various laws and regulations which could give rise to criminal conduct;
  2. The Board is knowledgeable about the content and operation of our compliance and ethics programs and exercises reasonable oversight to the implementation and effectiveness of the compliance and ethics program;
  3. Specific corporate level personnel have been assigned overall responsibility for the compliance and ethics programs with specific individuals within the organization having day to day operational responsibility for the compliance and ethics program;
  4. Range uses reasonable efforts to exclude any individuals who have engaged in illegal activities or other conduct inconsistent with our compliance and ethics programs;
  5. Range has instituted planned periodic steps to communicate the standards and procedures of its compliance and ethics programs to all employees, agents and directors of Range;
  6. Range takes reasonable steps to ensure that our compliance and ethics programs are followed and are effective by periodic monitoring and auditing procedures; and
  7. Range enforces consistently throughout the organization our compliance and ethics programs and if criminal conduct is detected will respond appropriately to prevent similar conduct.

ENVIRONMENTAL COMPLIANCE 

As set forth in the previous section, it is the policy of Range to conduct business in compliance with all applicable laws and regulations, including but not limited to, those relating to environmental protection and regulatory requirements. In addition to compliance with these requirements, Range is committed to being a steward of the environment where we operate. All Range employees, regardless of their role, are expected to perform their assigned duties within the scope of the law and in compliance with environmental laws and regulations. For office employees, this may include properly and diligently preparing permit applications. For field employees, this may include promptly reporting and remediating all spills and releases.

At Range, the Environmental Compliance (EC) Department supports this policy. Basic functions of the EC Department include guiding and advising the operating functions of the business, inspecting regulated activities, and auditing compliance with laws, rules and policies, including data management. Plans, procedures, field guides, and a number of other types of materials are generated and maintained by the EC Department and are available for reference on the Environmental Compliance page of the Range intranet. Employees are encouraged to utilize these resources and to seek assistance from any member of the EC or Legal staff as often as necessary to ensure Range’s continued compliance with all applicable laws and regulations.

“CONFLICT OF INTEREST” AND HOW TO AVOID IT

General Guidance – Employees must not engage in any activity, practice, or act which conflicts with, or appears to conflict with, the interests of, Range (including any of its subsidiaries), its customers, or vendors. You must fully disclose any potential conflict of interest to your supervisor, Human Resources or the Chief Compliance Officer.

A conflict of interest exists when you, knowingly or unknowingly, engage in any activity that may compromise you, another employee, or the Company in its relationship with a customer, vendor, or competitor

Potential Conflicts of Interest – Potential conflicts of interest with a customer, vendor, or competitor may include soliciting business for personal gain; accepting gifts other than permitted under Range’s gift policy (generally gifts with a value of less than $250 are acceptable and those over such an amount require advance approval), or requesting personal favors, discounts, or services based on your position with the Company.

Exceptions may include:

  • Acceptance of meals, refreshments, or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions;
  • Acceptance of advertising or promotional material of nominal value;
  • Acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers;
  • Acceptance of gifts of nominal value (less than $250) related to commonly recognized events or occasions (such as marriage, birthdays, etc.); or
  • Acceptance of civic, charitable, educational, or religious organizational awards for recognition of service and accomplishment.

If you are offered, receive, or anticipate receiving an item of value beyond what is expressly authorized in this policy, you must disclose the matter to your supervisor and Human Resources, and, for officers, to the General Counsel or his/her designee. A Receipt of Gift(s)is available under the Human Resources tab on the employee intranet site.

Solicitation of Business – No employee or representative of Range is to offer, give or accept any gift, gratuity, amenity, or favor to or from any individual or representative of an organization in an effort to influence a business relationship with the Company. Exceptions to this policy are limited to normal business entertainment, such as meals, if approved by your supervisor and, for any officer, the chief compliance officer.

Outside Business Interests – Employees may not solicit, invest in, or purchase oil or gas leases, mineral rights, or royalty interest unless approved by the chief compliance officer. Industry-related interests acquired prior to employment with Range must be disclosed upon employment on a Conflicts of Interest Disclosure Statement which can be found on the Human Resources/Policies & Procedures page of the intranet.

Employees must not have a financial interest in other businesses which are engaged directly or indirectly in the oil and gas business, in the oil and gas service business, or as a supplier of goods and services to Range, except for publicly traded securities where the ownership position is less than one percent (1%) of the equity interests in the business and is disclosed in writing to the Chief Compliance Officer and Human Resources. Employees are not to recruit other employees or contractors for employment with third parties (i.e. any person or business other than Range). In the event that an employee is considering terminating, or intending to terminate, his or her employment, the employee shall not solicit or induce or attempt to solicit or induce any employee of Range to leave the Company or any individual independent contractor of the Company to terminate his or her services with the Company.

All activities of Range must be conducted in full compliance with all applicable laws and regulations. Senior management must be informed regarding all matters related to the Company’s compliance with laws and regulations. All employees are required to cooperate fully with the Company’s internal and outside auditors, attorneys, and regulatory examiners in any internal or external investigation.

Full disclosure to the Human Resources Department or Chief Compliance Officer of any potential conflict of interest before it occurs is required. If any employee believes that unusual circumstances justify his/her engaging in an activity which may result in a conflict of interest, he/she may request in writing the General Counsel review the situation and consider granting an exception. Any exception will be documented in the employee’s file.

Business decisions and actions must be based on the best interests of Range, and must not be motivated by personal considerations or relationships. Relationships with prospective or existing suppliers, contractors, customers, competitors, regulators or other employees must not affect your independent and sound judgment on behalf of Range. General guidelines to help you better understand several of the most common examples of situations that may cause a conflict of interest are listed below. However, you are required to disclose to the Human Resources Department and Chief Compliance Officer any situation that may be, or appear to be, a conflict of interest. When in doubt, you should disclose in advance any circumstances that might result in a conflict of interest.

Anti-Corruption – Consistent to our commitment to lawful and ethical behavior, we prohibit corrupt payments and/or bribery of all kinds, including facilitating payments. Employees are prohibited from offering or paying bribes, kickbacks, or other improper benefits to anyone. We expect our employees and contractors to share our commitment to integrity, and if we see signs of unethical or corrupt conduct by a contractor, we will end our business relationship with them. Employees who engage in any prohibited behavior, including corruption or bribery, are subject to immediate dismissal from employment. As a company, we do not and will not tolerate violations of our standards and policies including our anti-corruption prohibitions which are subject to our compliance program which is designed to prevent, detect, and address all compliance issues.

Outside Employment – Employees may not work for or receive payments for services from any competitor, customer, or supplier to Range without the prior express approval of Human Resources and the General Counsel. Any such approval must be documented. Any approved outside activity must be strictly separated from Range employment and should not interfere with your job performance at Range or adversely reflect upon Range. Approval may be revoked if the outside activity adversely affects the Company.

Board Memberships – Employees who wish to accept a seat on the board of directors of a for-profit company, a charitable, governmental, non-profit, community or other similar organization, must obtain advance written approval of the Chief Compliance Officer. Directors accepting a seat on the board of directors of another company (whether a for-profit or not-for-profit company) may do so but must notify the Corporate Secretary in writing and comply with other corporate governance requirements.

Family Members and Close Personal Relationships – Personal relationships that lead to, or may be perceived to lead to, sexual harassment, favoritism or preferential treatment in connection with Range’s business or operations are prohibited. Personal relationships include relatives, someone you are dating or anyone living in your household. The Company may allow the employment of your family members, others living in your household, or persons with other special (e.g., dating) relationships in positions for which they are qualified provided that such employment does not result in an actual or perceived conflict of interest. “Dating” includes both serious and casual dating and other conduct associated with romantic or sexual relationships.

If you are related to another person working for Range, whether an employee, contract worker or vendor, you must disclose that fact to the Human Resources Department. If an employee dates another employee, contract worker, or vendor at any time during their employment, that fact must be disclosed in writing to the Human Resources Department and to your supervisor. An employee who fails to provide notice of these relationships to the Human Resources Department may be subject to corrective action and/or termination of employment. The Human Resources Department will review the situation to determine if actual or perceived conflicts of interest exist, such as direct reporting or management/peer relationships. If it is determined that a conflict of interest does exist, employees may be requested to transfer to an available position, if such placement is in the best interest of the Company, or the employment of one or both of the employees may be terminated. The Relationship Disclosure form can be found on the Human Resource/Policies & Procedures page of the intranet.

You shall not use personal influence to direct Range business to a business in which you, any family member (including the family of your spouse or anyone who lives in your household), anyone you are dating or any close personal friend has an interest. If you are aware that Range is engaged in or may be contemplating doing business with such a business, you must provide written notice of your relationship to the Human Resources Department.

Investments – You may not allow your personal investments to influence, or appear to influence, your independent judgment on behalf of Range. If there is any doubt about how an investment might be perceived, it must be disclosed in writing to the Human Resources Department. Consultants or contractors may have more restrictive provisions as evidenced by their written agreements.

Gifts to Employees – You may not accept kickbacks, lavish gifts or gratuities and you may not accept anything regardless of value that might make it appear that your judgment on behalf of Range would be compromised. You may accept items with a value of $250 or less without reporting such gifts. Any gifts offered which are valued in excess of $250 must be approved in advance by your supervisor and the General Counsel or his/her designee. If received without prior notice, such gifts should be returned if possible. In some situations, it may be impractical or harmful to Range to refuse or return a gift. The Chief Compliance Officer will determine whether or not a gift in excess of $250 in value will be returned or refused or handled in a different manner. Your supervisor may choose to impose stricter guidelines than those included in this policy. The Receipt of Gifts disclosure form can be found on the Human Resources/Policies & Procedures page of the intranet.

Gifts Given by Range – Some business situations call for giving gifts. Range’s gifts must be legal and reasonable and consistent with the policies of the employer of any individual recipient of the gift. Any individual gift costing over $250 must be approved in writing by an officer of Range by completing the Receipt of Gifts disclosure form.

You may not provide any gift if it is prohibited by law or, to your knowledge, the policy of the recipient’s organization. For example, the employees of many governmental entities around the world are prohibited from accepting gifts. If in doubt, check with the General Counsel first.

Entertainment of Employees – You may accept entertainment that is reasonable in the context of the business and that advances Range’s interests. For example, accompanying a business associate to a local cultural or sporting event, or to a business meal, would in most cases be acceptable.

Entertainment that is lavish or unreasonably frequent may appear to influence your independent judgment on behalf of Range. Accepting entertainment that may appear inappropriate must be approved in writing in advance by your supervisor and the division Vice President and, for officers, the Chief Compliance Officer and reported to Human Resources.

Entertainment by Range – You may only provide entertainment that is reasonable in the context of Range’s business. You must, however, obtain advance approval in writing from your supervisor and the division Vice President, and, for officers, the chief compliance officer if such entertainment involves activities outside customary business meals or local cultural or sporting events.

Acceptance of Travel Expenses – You may accept transportation and lodging provided by a supplier or other third party, if the trip is for business or is business-related (e.g., a vendor hosted hunting trip or spa day which includes business related discussions). Any such travel and lodging estimated to cost in excess of $500 must be approved in writing in advance by your supervisor and division Vice President and, for officers, the Chief Compliance Officer. You must use the Receipt of Giftsform located on the Human Resources/Policies & Procedures page of the intranet to report such expenses.

Providing Travel – Unless prohibited by law or the policy of the recipient’s organization, Range may pay the transportation and lodging expenses incurred by customers, agents or suppliers in connection with a visit to a Range facility or other Range business. The visit must be for a business purpose and must be approved in writing in advance by the division Vice President and Chief Compliance Officer if such expenses are estimated to exceed $500 per person, unless such expenses have been specifically approved by the Board of Directors.

Political Contributions – The Company maintains a non-partisan position regarding political contributions and support. No Range funds or assets may be promised, committed, loaned or contributed to any political party or organization, or to any individual who holds or is a candidate for public office except when permitted by applicable law and pre-authorized by the chief compliance officer. Employees are encouraged to engage in political activities as an individual on his or her own time and at his or her own expense. Employees are not prohibited from making political contributions from personal funds or from expressing individual views with respect to legislative or political matters on his or her own time.

It is strictly prohibited to make illegal payments to government officials. There are a number of federal laws and regulations regarding business gratuities that may be accepted by United States government personnel. The promise, offer or delivery to an official or employee of the United States government of a gift, favor or other gratuity in violation of these rules would not only violate Range’s policy but could also be a criminal offense. Foreign, state and local governments may have similar rules. Range’s General Counsel can provide guidance in this area.

All contributions and/or entertainment, travel, meals, etc. provided to candidates or incumbents on behalf of Range must have prior approval of the chief compliance officer.

Taking Company Business Opportunities – You may not take for yourself opportunities that belong to Range. These opportunities rightfully belong to Range when, for example, Range has pursued the opportunity, when it has been offered to Range, when it is the kind of business Range competes in, when Range has funded it, when Range has devoted facilities or personnel to develop it, or when it is in the same line of business as Range’s business.

PROTECTION OF COMPANY PROPERTY AND ASSETS

It is important that you protect Range’s property and assets throughout the course of your work. Topics explained in greater detail below include:

  • Use of IT, Technology and Communications Systems
  • Internet Use
  • Electronic Communications (including email)
  • Information Ownership
  • Email
  • Proprietary Information
  • Inside Information and Securities Trading
  • Fair Competition

Protection of Company Property and Assets; Use of Range’s IT, Technology and Communications Systems – You have a responsibility to protect Range’s assets from loss, damage, misuse or theft. Range’s assets such as technology and communications systems, funds, property or computers, may only be used for business purposes and other purposes approved by an officer of Range. Incidental use of Range’s computer system for personal communications is acceptable as long as such use does not interfere with your job duties and responsibilities. You should be aware that your Range email, Teams chat and Teams video is not private and is subject to review and access by other Range personnel. Range’s assets may never be used for illegal purposes. Range’s property must not be taken out of Range facilities for use outside of the normal course of Range business unless necessary and authorized by your supervisor and division Vice President or an officer of Range in connection with your work for Range.

Internet Use – Access to the Internet is provided to employees for use in conducting business-related duties. Guidelines you must follow when downloading files from the Internet:

  • The download enhances the employee’s productivity.
  • The download is from a reputable source.
  • The file does not subject the Company to potential liability.
  • Applications may not be downloaded without prior approval from IT.
  • The download does not cause a conflict with this Code.

Electronic Communications (Including email) – The Company provides email, chat software, video conferencing, voice mail, and Internet access in order to enable employees to communicate more efficiently and to provide an effective resource for the operation of the business. Unauthorized personal use (including participation in chat rooms or blogs), any unauthorized access, and/or misuse of the Company computer system are strictly prohibited. The following guidelines must be followed:

  • All communications composed or sent through the Company’s computer systems must be written in a professional manner. This includes messages sent outside the Company and all internal communications.
  • Use of the Company electronic communication equipment must not disrupt the operation of the Company network or interfere with any employee’s productivity.
  • All Range policies, including all Equal Employment Opportunity and Harassment policies, must be followed while using Company equipment. No abusive, profane, or offensive language or pictures may be transmitted by employees.
  • Internet sites that contain offensive material may not be visited under any circumstances. Offensive material includes, but is not limited to, anything sexual, pornographic, or racially derogatory.
  • Company equipment may not be used for any solicitations.
  • All email messages and website or blog postings sent from Range computers or using Range internet access must have your name attached. Messages or blog postings may not be transmitted under an assumed name and you may not attempt to obscure the origin of any message.
  • You are not permitted to retrieve or read any email messages that are not sent to you, unless you have been granted specific access to the recipient’s email by the recipient (exceptions exist for personnel in the IT, HR and legal department).
  • Company equipment may not be used to send or receive copyrighted materials, trade secrets, proprietary financial information, or similar materials without prior authorization from an officer of the Company.

All computer pass codes and log-in information must be made available to Company management any time requested.

Information ownership – All messages, files and data (sent within the Company or outside the Company) composed, stored, sent, or received on Company equipment and/or using its communications systems are the property of the Company, including mail, email, text messages, instant messages, and any attachments. The Company can and will review, audit, intercept, access, and disclose all communications produced, stored, received by or transmitted on Company equipment or systems, including cell phones, computers, tablets, or other devices. All communications, including text and images, can be disclosed to law enforcement or other third parties without prior consent of the sender or the receiver. No employee may personally benefit from Company-owned information.

Email – It is permissible to use the Company email system for incidental personal purposes. This does not include uses requiring substantial expenditures of the employee’s time, uses for profit or uses that would otherwise violate Company policy with regard to employee time commitments or Company equipment.

Proprietary Information – All confidential and/or proprietary information of Range must be protected at all times. Confidential and proprietary information includes, for example, land and lease acquisition strategies, non-public drilling status or plans, completion and production plans and techniques, strategies for business development or growth, pricing, financial data, trade secrets and know-how, acquisition and divestiture opportunities, marketing and sales programs, research and development information and customer and supplier information, including pricing of goods and services bought by Range. Confidential information also includes information that suppliers and customers have entrusted to us under agreements that require Range to protect such information.

You must not disclose Range’s confidential or proprietary information to anyone within or outside of Range unless the recipient will generally need this information to carry out his or her assigned responsibilities as an employee of Range, or as an outsider who has been properly authorized by an officer of Range to receive such information. Inquiries from the press, media, investors or the public regarding Range should only be answered by the officers or employees designated to respond to such inquiries. The obligation not to disclose Range’s confidential or proprietary information continues after your employment with Range terminates unless otherwise specifically provided in writing.

Inside Information and Securities Trading – In the course of business activities, you may become aware of nonpublic information regarding the business, operations or securities of Range. The United States securities laws prohibit the trading of securities on the basis of such nonpublic information (often called “inside information”) if it is material. Such laws also prohibit you from telling others such information so that they can use material non-public information to buy or sell securities. Information is deemed to be material if an investor would consider it important in deciding whether to buy, sell, or hold securities. Information is considered to be nonpublic unless it has been adequately disclosed to the public and there has been sufficient time and opportunity for the market as a whole to assimilate the information. Generally, this means that the information has been available to the public for at least 1 full business day following the day it is released. Unless you are authorized by the Company to do so, you must never disclose information which may be material non-public information outside of Range. You must never trade any Range securities based on any information which may be material non-public information. If you have any question about whether you should trade Range securities while in the possession of company information, check with the General Counsel before initiating any trades in any Range securities and ensure you are in compliance with Range’s Insider Trading Policy.

Fair Competition – You must never use any illegal or unethical method to gather competitive information. Stealing or possessing proprietary information or trade secret information that was obtained without consent or inducing such disclosures by past or present employees of other companies is prohibited. Additionally, Range and its employees are required to comply with state and federal antitrust and unfair competition laws, as well as applicable antitrust and unfair competition laws of other countries in which Range does business. Anyone who questions whether a contemplated action may violate fair competition laws must speak to a member of the Company’s legal department.

RESPONSIBILITY TO RANGE’S EMPLOYEES – EQUAL EMPLOYMENT OPPORTUNITY (EEO)

Range is an equal opportunity employer that maintains a policy of nondiscrimination with respect to all qualified employees and applicants for employment. Employment decisions will be made without regard to race, color, sex (including pregnancy), religion, sexual orientation, gender identity or expression, national origin, age, disability, U.S. military service, citizenship, genetic information or any other status protected by applicable law. Range employs individuals who are qualified or trainable for positions by virtue of job-related standards of education, training, experience and other applicable and valid qualifications. Employment decisions, subject to the business requirements of the Company, are based on the individual’s qualifications, merit, and performance. 

In addition to compliance with federal equal employment laws, the Company complies with applicable state and local laws governing nondiscrimination. This policy applies to all terms and conditions of employment including, but not limited to, the following:

  • Recruitment, hiring, placement, transfer, promotion, and demotion
  • Training, development, and educational assistance programs
  • Compensation and benefits
  • Social and recreational programs
  • Discipline
  • Termination of employment

Your cooperation and support are required in order to maintain a working environment free from discrimination. If you feel as though you or any other employee have been subjected to any type of discrimination, you must immediately report the incident(s) verbally or in writing to a Department Head, a senior member of the Human Resources Department, or any officer of the Company as soon as possible but in any event within one week of the incident. Alternatively, you can utilize the Company’s Anonymous Reporting Procedures. A complaint or report should include the specific nature of the incident and the date(s) and place(s) such discrimination or discriminatory conduct took place, as well as the name(s) of the individuals involved. Any employee who fails to report an incident of discrimination may be subject to corrective action for failing to report.

STANDARDS OF CONDUCT

Range is a professional, responsible and law-abiding business entity. Considerable time and expense are devoted to conducting business and maintaining our reputation in this regard. The behavior of every employee contributes to Range’s image and its reputation.

Employees are not to take any action or engage in any conduct that would cause Range or any of its employees embarrassment, which creates the appearance of impropriety or that otherwise causes or contributes to the Company or its employees being viewed negatively by the general public, our customers or our employees.  Our standards also embody anti-corruption and specifically prohibit any form of corruption or bribery. No employee may offer or accept any improper payment or other value that is not consistent with our Code of Conduct. Failure to adhere to these standards will likely result in corrective action, including termination of employment.

Further, Range is committed to treating all employees with honesty, fairness and respect, and providing a safe and healthy work environment. Abusive, harassing or offensive conduct is unacceptable, whether verbal or physical. Additionally, Range is committed to providing all employees and others who are on Company property with a safe and secure environment. Accordingly, all personnel will comply with all health, environmental and other applicable regulatory statutes, safety laws and regulations as well as all Range policies governing health, environment and safety. All personnel are responsible for immediately reporting accidents, injuries and unsafe equipment, practices or conditions to a site supervisor, Human Resources, a local Safety representative or any other Range officer.

Range prohibits the possession or use of any and all weapons, including handguns, rifles and shotguns on Company property by any employee, customer, vendor or other visitor, whether licensed or unlicensed and whether concealed or visible. Company property includes all buildings, vehicles and parking lots. Any exceptions to this policy must be approved in writing by the division Vice President or Chief Compliance Officer. Items to be taken into consideration before an exception will be granted include whether or not the employee is certified in gun safety, has a valid permit for the firearm and whether there is a business need to have a firearm on Company property or in Company vehicles.

Employees are prohibited from consuming alcohol or being under the influence of alcohol while performing work on behalf of Range. Intoxication will not be permitted, and any employee who is intoxicated or who appears to be intoxicated will be subject to corrective action up to and including termination of employment.

You may find yourself in situations where alcoholic beverages are being consumed during business entertainment or at an event where the Company is sponsoring your attendance. In such instances, you are not prohibited from consuming alcohol, but consumption must be in moderation so as not to reflect poorly on the Company’s reputation or to expose the Company to legal liability involving your safety or the safety of others. Alcohol consumption must not lead to impaired performance, inappropriate behavior, endangerment of the safety of any individual including you, or the violation of any applicable law. After consuming alcohol at any such function, do not drive a motor vehicle or operate any equipment or otherwise engage in any hazardous activity if alcohol consumption would impair your ability to safely perform those activities.

ACCURACY AND RETENTION OF BUSINESS RECORDS

Accounting standards and applicable laws require that transactions and events relating to Range operations, business activities, transactions and assets must be properly recorded in the books and accounts of Range and accurately reported in the applicable reports required by and filed with the Securities and Exchange Commission (the “SEC”) and other regulatory agencies. All officers and employees of Range shall make and retain books, records and accounts that, in reasonable detail, accurately, completely and objectively reflect all transactions and events, and conform both to required accounting principles and to Range’s systems of internal controls.

No false or artificial entries may be made. No entry may be made or recorded in Range’s books and records or reported in any disclosure document that misrepresents, omits, hides or disguises the true nature of the event or transaction, and all material entries and reports must be made in a timely manner. All personnel are responsible for immediately reporting any concerns about Range’s financial records and its accounting, internal accounting controls and auditing procedures to a Company officer or through Range’s anonymous reporting hotline. 

Records Retention

Certain documents and other records of Range must be retained for various periods of time under legal and regulatory requirements. All records of Range should be maintained in accordance with Range’s Record Retention Policy, a copy of which is posted on the Company intranet site. You must not destroy, shred or alter records that are in any way related to a threatened, imminent or pending legal or administrative proceeding, litigation, audit or investigation. Employees who become aware of such a proceeding, litigation, audit or investigation must immediately contact the General Counsel. Employees should consult their supervisor or a Company officer for questions related to Range’s record retention guidelines or the propriety of disposing of a Range document or record. Any records which contain the personal information of any employee, customer or any other individual (including information such as social security numbers, driver’s license numbers, medical information, bank account numbers, credit card account numbers, dates of birth, home addresses or any other information that might be considered personal information) shall be disposed of in a secure manner which prevents the disclosure or dissemination of the personal information contained in such records.

Additional Requirements for Financial Reporting

In addition to their obligations to adhere to the requirements in the Code, Range’s officers including but not limited to, its principal executive officer, principal financial officer, controller or principal accounting officer, or persons performing similar functions, shall be responsible for the following:

  • Conducting themselves in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Compiling full, fair, accurate, timely and understandable disclosure in the periodic reports of Range filed with or submitted to the SEC and in other public filings made by Range;
  • Complying with all applicable governmental laws, rules and regulations; and
  • Promptly reporting any violations of the Code.

ENFORCEMENT

Range’s management is charged by the Board of Directors with ensuring that the Code and Range’s corporate policies will govern all business activities of Range. Violations of the Code and Range’s other policies will subject an employee or officer to corrective action up to and including immediate termination of employment.

RECEIPT AND ACKNOWLEDGEMENT

A Receipt and Acknowledgement of the Code of Business Conduct and Ethics, which may be electronic, is required to be completed by all Range employees acknowledging understanding of and compliance with the Code.

WAIVERS OF THE CODE

In certain extraordinary situations, a waiver of a provision of the Code may be granted. Contact the Chief Compliance Officer if you believe special circumstances warrant a waiver of any of the Code’s provisions. Any waiver of the Code for executive officers or directors may be made only by the Board or the Audit Committee of the Board. Any such waivers will be promptly disclosed as required by applicable laws and regulations.

VIOLATIONS OF THE CODE

Violations of the Code will not be tolerated by Range. Reported violations or apparent violations will be reviewed by Range management and appropriate responsive and/or corrective action will be taken, up to and including termination of employment or service with Range.

WHERE TO GO WITH A QUESTION, CONCERN OR TO REPORT A VIOLATION

If you need an explanation or you want to know if a provision of the Code applies to a particular situation, the best place to start is with your supervisor or the Human Resources Department.

 If you believe a fellow employee, consultant or director is violating the Code or otherwise acting in an illegal or unethical manner, you must report it. Doing so will not be considered an act of disloyalty, but an action which shows your sense of responsibility and fairness to Range’s business associates, shareholders and your fellow employees. By doing so, you also help safeguard the reputation and the assets of Range.

Reporting violations of the Code is also necessary because in some cases failure to report an illegal act by another person is itself a criminal act for which you could be prosecuted. Violations may be reported to your supervisor, the Human Resources Department or an officer of Range. If you do not believe that the violation has been adequately addressed, report the violation to the General Counsel. Your report will be investigated with confidentiality to the extent possible, and you will be protected from retaliation. Retaliation includes any adverse action or threat of adverse action taken or made because an employee has exercised or attempted to exercise any rights under applicable laws or under Range’s policies or this Code. Retaliation includes, but is not limited to, threats of or actual withholding or withdrawal of pay, promotion, demotion, discipline, firing, salary reduction, negative evaluation, and change in job assignment, lack of training or other employment opportunities. Retaliation can also include hostile behavior or attitudes toward an employee who complains. As long as an employee brings an allegation in good faith, Range will not tolerate retaliation in any form. A false allegation made intentionally, may subject on employee to discipline, up to and including termination of employment.

If you are concerned about confidentiality, you can anonymously make a report as set out below. 

ANONYMOUS REPORTING PROCEDURES

Under federal law, each publicly traded company is required to provide a means for anonymous reporting by its employees to inform management of perceived accounting or audit discrepancies. Range has contracted the services of an internet-based reporting system called EthicsPoint, which utilizes both the internet and a phone call-in process for reporting purposes. This system provides a means to protect anonymity in reporting discrepancies or concerns. All financial issues will be dealt with directly by the Audit Committee of the Board.

The Company has also chosen to use this system to further enhance our reporting of human resources issues such as discrimination, harassment, retaliation, or violations of Range’s other policies. In certain circumstances, you may be asked to reveal your identity in order for a thorough investigation to be conducted. You are not required to reveal your identity if you wish to make an anonymous report – the choice to reveal your identity will be yours. EthicsPoint will manage the reporting system and they are contractually bound to ensure the system is completely confidential unless you choose to make your identity known.

A goal in utilizing the EthicsPoint system is to provide the means to encourage employees to voice concerns involving any financial irregularities and Company policies as soon as an issue becomes apparent. If you feel you cannot speak directly with someone in the Company, EthicsPoint will be available as a fail-safe measure to provide an avenue for reporting your concerns.

Reports (other than those related to financial matters) will first be reviewed by the Human Resources Vice President to determine the appropriate steps to deal with each inquiry. The EthicsPoint system is designed to exclude from the process anyone who may be involved directly with the issue reported so that a full and independent investigation can be conducted. (For example, if the Human Resources Vice President is named in the report, EthicsPoint will direct the report to another officer of the Company.)

To file a report, you may access the EthicsPoint website at www.rangeresources.ethicspoint.com and click on “File a Report”. Or, you may call EthicsPoint’s toll-free hotline at 1-866-384-4277. A compliance specialist will assist you in entering your report into the EthicsPoint system.