A SPECIAL REPORT:RISK MANAGEMENTAS A TEAM SPORTIn Partnership withOPUS

A SPECIAL REPORT ON:

HUMAN RIGHTSIn Partnership with
Human Rights First, BDP International, Inc., Thomson Reuters
Foundation, Cordery and Marriott International, Inc.

THE GL// QUARTER

Measuring

4 // 2017

WORLD’S MOST ETHICAL COMPANIES®
reading for
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Our data suggests that to have an effective
system to measure and impact your ethicalculture, you need to be looking at multiple
sources, across multiple modalities, both insideand outside the organization. You can’t rely juston surveys alone. On average, WMEC Honorees
measure their ethical culture using five different
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developed to measure employee perceptions of ethical culture
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number of honorees (77 percent) include a handful of questions
specific to perceptions of an organizational ethical culture aspart of a broader HR or engagement survey.

sphere.co62%m

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Human resources representative came in second at 32%. What’s
low on the list? Only 8% went to helpline/hotline. Employees are
9x more likely to go their immediate manager with concerns
instead of using the reporting helpline or web-based portal.

Ethisphere Code of Conduct
62%
HR Representative
32%
Compliance & Ethics Representative18%
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Tip: Don’t over invest incommunication channels thatyour employees aren’t using.

Those in positions of authority are the top threemost commonly cited sources of this pressure.

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Ethisphere’s Eight
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In partnership with the BELA community, 2016 saw the launch of our
Ethical Culture and Perceptions
Assessment. The survey-based
assessment is built off of our Eight
Pillars of Culture, which are theculmination of what we have seen
to be key to an ethical culture overthe past decade.

“Nothing will happen" is closely totied with fear of retaliation as areason not to report (fear and a lackof transparency are leading causes
for why employees are not willing toreport).

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12/16/14 3:02 PM

COOPERA

OBALIZATIONISTING TOFEATURIELEVAT
NG: THE2017 ATTO
E ETHICRNEYS WS WORLHO MATTER HONOREESAExecutive Introduction
In 2006, Ethisphere was founded on a simple premise—that thosebusinesses that focus on the long term, commit to doing businesswith integrity, and invest in their communities will outperformtheir peers that do not. This commitment to building a sustainablebusiness—one that will continue to grow responsibly for many
years—is what continues to define us as an organization. As theCompany has grown, we have done all we can to amplify, and to
live, that message; it is at the heart of our success.
Making good decisions and ethical choices in our work builds
on that foundation. You should never compromise your personal
integrity or the Company’s reputation in exchange for any shortterm gain. At the same time, we are all learning; never be afraid toadmit mistakes, learn from them, or ask for help when faced with adifficult situation. None of us has all the answers, but by remaining
open to new ideas and staying intellectually curious about new
ways to demonstrate our values, we can continue to uphold ourcommitment to excellence in all we do and respect for each other.
When we hold ourselves to a high bar and are accountable to eachother for our actions, it engenders trust in each other, our partners,
and our communities, and it allows us all to work toward excellencein everything we do. This is a key reason why I am so proud to work
here.
Our Code of Conduct emphasizes the role that we each play increating a diverse and supportive environment in which we can all
do our best work and the approach we should all take in making
decisions. Following our Code of Conduct has a direct impact on
our success. That’s why we all need to take it seriously, and to speak
up when there’s a question or concern. If you need help with anissue you’re facing, reach out to your manager, another manager
you trust, or a member of our leadership team. Raising concerns
makes us all better, so never be afraid to speak up.
At the end of the day, we are each here at Ethisphere because webelieve that companies will make the world a better place. We care
deeply about our clients and our work. If you keep that mission inmind, make good choices, and ask questions when you have them,
we will all succeed.

Thanks for all you do,

Tim

2

Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights ReservedWe believe that companies committed to doing
the right thing, working together, will solve
society’s biggest global problems and create truly
sustainable enterprises for all of their stakeholders—
their employees, customers, partners, investors andcommunities. Since 2006, our motto has been thesame four words: Good, Smart, Business, Profit.
Here’s what that means to us:
Good. We demonstrate exceptional engagementwith our customers, stakeholders, and each otherin order to help companies gain market share andcreate sustainable competitive advantage throughbetter business practices and corporate citizenship.
Smart. In an age of deeper government scrutiny,
increased civil and criminal penalties, and highpublic expectations, organizations must realize thedirect link between empowering their employees
to use good judgment and protecting one of3

Ethisphere Code of Conduct

their most valuable assets—their reputation. We
apply our expertise to propose new solutions andapproaches to problems, always reflecting thelatest in thought leadership to help companies
make smart choices.
Business. Ethical companies are better
companies—more profitable, better places to work,
more innovative, better able to attract top talent,
and more sustainable over the long term. We know
that, when it comes to business, speed matters justas much as results, so we apply our expertise inways that offer real results quickly.
Profit. By investing in ethics and complianceleadership, businesses can generate superiorbusiness returns­­—and we have over ten years ofdata to show that. Our scalable, practical solutions
directly contribute to business success and provide
true value for clients.

Copyright © 2019 Ethisphere | All Rights Reserved

Table of Contents
Executive Introduction...................................................................................... 2
Our Motto......................................................................................................... 3
We Set the Tone: An Introduction.................................................................... 5
We Act with Integrity Every Day.................................................................... 5
We All Demonstrate Integrity........................................................................ 5
We Build a Culture of Ethics.......................................................................... 5
Raising Questions and Concerns...................................................................... 6
Making a Report............................................................................................ 6
How Reports Are Handled............................................................................. 6
No Retaliation................................................................................................ 6
Building Integrity in Our Workplace................................................................. 7
Treating Each Other Fairly............................................................................. 8Upholding a Respectful Workplace............................................................... 8
Protecting Personal Information.................................................................... 8
Fueling Our Corporate Character.................................................................... 9Safeguarding Ethisphere’s Information.......................................................... 9
Social Media.................................................................................................. 9
Using Company Assets................................................................................ 10
Keeping Accurate Records.......................................................................... 10
Working with Third Parties........................................................................... 10
Exchanging Appropriate Gifts and Entertainment....................................... 11
Upholding Trust in the Marketplace............................................................... 12
Avoiding Conflicts of Interest...................................................................... 12
Doing Business Fairly................................................................................... 12
Fair Competition.......................................................................................... 13
Our Anti-Bribery Commitment.................................................................... 13
International Trade Laws.............................................................................. 14
Protecting Other Companies’ Information.................................................. 14
Avoiding Insider Trading.............................................................................. 14
Sharing Our Integrity with Our Communities................................................ 15
Speaking for Ethisphere............................................................................... 15
Supporting Sustainability............................................................................. 15
Giving Back to Our Community................................................................... 15
Being Politically Active................................................................................. 15
Waivers............................................................................................................ 16

4

Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

We Set the Tone: An Introduction
We Act with Integrity Every Day
At Ethisphere, ethics and integrity are literally our business. Every day, we help our clients—and the larger business
community—build a global culture of ethics and succeed with integrity. We take our work to heart and practicewhat we preach. For our clients, the Company’s success, and our own peace of mind, we have a responsibility todemonstrate strong ethical principles.
Our integrity is directly responsible for our Company’s success, as it helps us maintain strong business relationships
and make smart choices. In some cases, though, it may be hard to know exactly how to make those smart choices.
For those times, our Code of Conduct (or “Code”) and policies are here to help.
We All Demonstrate Integrity
Just as we each play a role in Ethisphere’s business success, we all have a responsibility to demonstrate integrity andact in accordance with the standards of our Code, Ethisphere’s policies, and the laws and regulations that apply tous. Whether you are an officer or an employee of the Company, your integrity matters. In addition, third parties who
work on Ethisphere’s behalf are expected to meet these same standards.
We have a responsibility to know and follow the laws that apply to the work we do and where we work. If there isever a conflict between the guidance in our Code and local laws, we should follow the law or seek advice before
taking action.
We Build a Culture of Ethics
No matter our job title, all of us who work for Ethisphere know that we play an important role in the Company’s
ethical culture. In that sense, we are all leaders, and we share the following responsibilities:• Make ethical choices and serve as a role model for others• Foster a positive work environment and a strong culture of ethics• Ensure that everyone is treated fairly and respectfully• Create an environment that encourages everyone to ask questions and raise concerns• Be watchful for signs of retaliation
In addition, if you do supervise other team members, be sure that you know how to handle questions and concerns,
or escalate them to another resource as needed. And always remember that your role as an ethical role model iseven more critical, as others around you will look to you to see what matters at Ethisphere. Managers must always
send a clear message that how we do business is more important than any financial goal.

Carolyn receives an email from a coworker that contains some pretty offensive
jokes about a specific religious group. She thinks this might violate our Code,but she isn’t a manager, so she figures it’s not her responsibility to do anything
about it. Is she right?
No, she’s not right. At Ethisphere, we’re all leaders, and we all share a
responsibility to create and maintain an ethical culture where everyone feels
respected. Carolyn should speak up about these offensive jokes.

5

Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

Raising Questions and Concerns
Making a Report
Reporting potential issues and asking questions about things that don’t seem quite right are two of the mostimportant ways that we can help Ethisphere uphold its commitment to ethics and continue the Company’s businesssuccess. If you need to discuss a question or voice a concern, you can speak to any of these resources:• Your manager• Another manager you trust• Any member of the executive team
These resources are always available to help you make the right choices and meet Ethisphere’s high standards for
ethical conduct. Our Company always welcomes questions and reports, as this input helps Ethisphere understandproblems that we face in our work for Ethisphere and develop strategies for addressing them.
How Reports Are Handled
Regardless of how you choose to make a report, you can be certain that your issue will be handled discreetly.
Ethisphere takes all reports seriously and reviews each one carefully. As appropriate, the Company will investigate
issues and reports. If the investigation finds that a violation of the Code, Company policy, or the law has taken place,anyone responsible will be subject to discipline, up to and including termination. That goes for all of us, regardlessof our position in the Company—we are all subject to the same rules and expectations.
No Retaliation
Our work for clients shows that fear of retaliation is the number-one barrier to reporting at most companies, and it’s
one of the most detrimental factors to building and maintaining an ethical culture. As such, Ethisphere’s commitment
to non-retaliation is one of the most fundamental pillars of our culture. You will never face retaliation of any kind forreporting a concern or asking a question in good faith. “Good faith” means that you give all the information you
have and you believe your report is true—even if you later find out you were mistaken.

Jim works in the finance department, and he notices that Kellie, a sales
representative, seems to be filing a lot more expense reports than usual. He’s
concerned that she might be trying to get reimbursed for expenses that weren’t
related to work, so he speaks to his manager about what he has seen. However,two days later, he finds out that Kellie has really just been traveling a lot more thanusual, and her expense reports are completely truthful. He’s worried that he might
get in trouble for making his report a few days ago, now that he knows he was
mistaken. What should he do?
Jim should speak to his manager again and explain the situation, including this new
information. However, he doesn’t need to worry about facing any discipline or othernegative consequences because of his good faith report. He gave all the facts he hadat the time, and he truly believed that his report was correct. By voicing his concerns,
Jim was doing the right thing and helping to maintain our open, honest culture.

6

Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

7

Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

Building Integrity in Our Workplace
Each of us brings our own diverse background, experiences, and opinions to our work for Ethisphere. Our Company
welcomes this diversity and views it as a key part of Ethisphere’s business success. Diverse backgrounds lead todiverse ideas and novel approaches to solving the ethics and compliance-related issues we analyze every day.
Acting with integrity is key to fostering this culture of diversity. Regardless of any protected characteristic, we treat
our fellow employees fairly. Protected characteristics include:• Sex• Religion• Race• Color• Creed• Age• Marital status• Sexual orientation• National origin• Disability• Citizenship• Veteran status
Our Company never makes employment-related decisions based on these characteristics. That includes hiring,firing, promoting, and assigning work responsibilities. In order to create a business environment defined by integrity
and successful business practices, Ethisphere considers only experience and skills when making such decisions. We
want to work with the best people in our industry, regardless of any other factor or characteristic.

Marianne wants to hire a new data analyst for her team, and she thinks she
has found the perfect candidate. He has a great background in the ethics andcompliance space, and his past work shows that he has the right skills for thejob. However, he’s quite a bit older than the other members of Marianne’steam, and she’s worried he won’t be able to fit in. What should she do?
Marianne should hire this candidate if he is the best choice for the job—regardless of his age or any other factor about his background. At Ethisphere,
we base employment decisions only on who is most qualified for the job.
Besides, this candidate’s background could give him new and innovative
insights into our work, which benefits everyone.

8

Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

Building Integrity in Our Workplace
Upholding a Respectful Workplace
To do our best work, it is important that we all feel respected and valued in the workplace. Ethisphere wants to create
an environment that brings out the best in all employees—so we never tolerate harassment of any kind.
Harassment is offensive conduct based on a protected characteristic that creates a hostile, intimidating, or offensive
work environment, or interferes with work performance. This type of behavior might be verbal, visual, or physical,
such as:• Offensive jokes• Inappropriate images or comments• Unwanted sexual advances• Sexually suggestive comments• Inappropriate remarks about another person’s race, religion, sex, or other protected characteristic
If you experience or learn of harassment at Ethisphere, speak to one of the resources listed in “Speaking Up andVoicing Concerns.” Remember that you will never face retaliation for voicing a concern in good faith.

As part of her religious faith, Aisha wears a head scarf every day. One of her
coworkers, Lance, sometimes makes jokes or asks awkward questions about
her head scarf. Lance might think he’s just being funny, but the jokes andquestions make Aisha uncomfortable. What should she do?
Aisha should speak to her manager or another resource she trusts. Even if Lance
doesn’t mean to be hurtful, his repeated comments about her appearance aremaking her uncomfortable—and that’s not ok. We all deserve to work in anenvironment where we feel respected by our coworkers.

Working Safely
As part of our commitment to integrity and respect in our workplace, we do not tolerate bullying. Bullying isrepeated intimidating behavior, such as humiliating, insulting, intimidating, or isolating others, or threatening
acts of violence. Regardless of the form it takes, this type of behavior has no place at Ethisphere. It impedes ourCompany’s business success, and it damages our work environment. Likewise, to ensure a safe and productive work
environment, we never engage in horseplay, and we always follow workplace safety laws that apply to us.
Like unsafe work practices, drugs, alcohol, and misused prescription drugs don’t belong in our workplace. These
substances can keep us from making clear decisions and doing our best work. However, we may drink alcohol inmoderation at Company events—but always with good judgment.
Protecting Personal Information
While working for Ethisphere, we each provide the Company with some important personal information, such as
contact information, national identification number, benefit information, marital status, and similar information.
Those of us whose job responsibilities give us access to this information should use it only as needed—and neverfor any unintended purposes. In addition, we must not share this information with anyone who doesn’t need toknow it. This is part of our commitment to acting with integrity and respect in the workplace: we owe it to our fellow
employees to safeguard their valuable personal information.

9

Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

10 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights ReservedFueling Our Corporate Character
Safeguarding Ethisphere’s Information
Because of the nature of our work as thought leaders and innovators, Ethisphere’s confidential information is key to
our Company’s success—and we must each do our part to protect it. Broadly, “confidential information” can mean
any information about our Company or our business that is not available to the public. Common examples include:• Financial forecasts or other financial information• Internal procedures and processes• Information about our clients• Business plans• Research data
• Reports and other documents created for clients (drafts and final versions)No matter which types of confidential information we use or have access to, we all meet the same standards: weprotect this information carefully and use it only for business purposes. We never share confidential information withanyone who doesn’t have a business need to know it or isn’t authorized to receive it. Additionally, we should notdisclose this information to anyone outside the Company unless we have permission and a valid business reason for
doing so.
Even after we leave Ethisphere, our responsibility for protecting its confidential information continues. Do not shareany information related to Ethisphere or its clients with a future employer or anyone else. If you have questions
about protecting Ethisphere’s confidential information, speak to your manager.

Cameron is a sales representative, and he is working on closing a big deal
with a new client. The client has asked to see samples of Ethisphere’s pastwork to verify the quality of our work. Cameron finds a report from a clientthat Ethisphere doesn’t do business with anymore, and he send that to thisprospective client to show the kind of work we do. The report is several years
old, so Cameron figures it’s fine to share this information since our reports
have changed quite a bit since then. Is he right?
No, he’s not right. No matter how much time has passed or if the client haschosen not to do business with Ethisphere anymore, we still have to protect ourconfidential information, including reports created for clients. In some cases, we
may provide sample reports or redacted documents to prospective clients, butthese are carefully reviewed to ensure that they aren’t revealing any confidential
information.

Social Media
Ethisphere understands that most of us use social media on a daily basis, whether in our personal lives or as partof our work for the Company. While the Company doesn’t mean to dictate what we can or cannot say online, weshould be mindful of the information about Ethisphere’s business that we share online. Never post any confidential
information belonging to Ethisphere, a client, or any other company on social media. In addition, if you speak online
about matters that relate to Ethisphere’s business from your personal accounts, be clear that your opinions do not
represent the Company. If you have questions about what it is appropriate to post on social media, speak to yourmanager or another resource.

11 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights ReservedFueling Our Corporate Character
Using Company Assets
In addition to Company information, we also use many tangible assets to do our work for Ethisphere—including
equipment, funds, supplies, and facilities. We should use these resources only as needed to complete our work
responsibilities, being sure to protect them from fraud, waste, or misuse. By taking this kind of responsibility for
Ethisphere’s assets, we demonstrate our commitment to integrity and doing the right thing.
One particular type of asset deserves special mention: electronic resources. These may include laptops, Company
cell phones, printers, or network internet access. Our use of these resources should be careful and appropriate. We
must take precautions to avoid downloading malware or viruses. Never open an email attachment from a sender
you don’t recognize, and do not download software unless you are sure it is from a legitimate source. To protect
Ethisphere’s data and resources, we should use strong passwords and never share passwords with anyone.
We should use Ethisphere’s electronic assets primarily for work purposes. Though incidental personal use is fine,
we should never use these resources to access any inappropriate materials or for personal benefit, such as runninga side business. Remember that Ethisphere may monitor your internet activity where allowed by local law, so you
should have no expectation of privacy.

On the weekends, Gershon has a side business as a carpenter. He’s careful not
to do any work for his business on Ethisphere’s time, but he does sometimes
use the office printer to print out documents for his business, such as design
sketches, invoices, or contracts. It is never more than a few pages at a time,
so Gershon figures this is ok—it’s not like it’s costing the Company a lot ofmoney, after all. Is he right?
Gershon needs to be careful. Though he may not be using enough of theCompany’s assets to make a financial impact, he is still using Company
resources for his outside business, which isn’t right. And acting ethically is more
important than any financial measure. If you have questions about the right way
to use Ethisphere’s resources, speak to your manager.

Keeping Accurate Records
To ensure our business can be transparent and successful, Ethisphere’s records must always be complete andaccurate. Records are any documents you create as a part of your job. They can be formal financial documents,
like accounts, financial statements, or Company ledgers. But they can also include more common documents likeemails, timesheets, and expense reports. We all create or use records on a daily basis, and it’s important that they
are accurate, complete, and up-to-date. Our records should clearly depict the truth of our business activities andfinances. Doing so helps our Company make better business decisions and represent itself accurately to the public.
One of the most important uses of records is responding to an audit or an investigation. If you are asked to provide
information for such a purpose—whether the request is internal or external—contact your manager for guidance.
Doing so helps us ensure that we provide the correct information in a timely manner.
Working with Third Parties
When we work with third parties, such as vendors or contractors, it is important to remember that they don’t justrepresent Ethisphere’s business—they also represent our ethical culture. As such, we should only work with third
parties who meet our standards for integrity, respect, and transparency. We hold anyone we work with to the samehigh standards to which we hold ourselves. If you work with third parties, be on the lookout for signs of unethicalbehavior, and report them promptly.

12 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights ReservedFueling Our Corporate Character
Exchanging Appropriate Gifts and Entertainment
Exchanging gifts and entertainment can help us build successful business relationships, but we must always exercise
good judgment and keep ethics in mind when doing so. We never want to give the impression that a businesscourtesy is intended to influence a business decision.
When offering or accepting a business courtesy, keep the following guidelines in mind:• Gifts and entertainment should be modest. Any business courtesy we offer or accept should be of modest
value, such as a reasonably priced lunch or a branded pen.
• We never offer or accept cash. The same goes for cash equivalents, such as gift cards.
• Gifts and entertainment should not be too frequent. Even modest items, if offered or accepted on a veryfrequent basis, can seem inappropriate.
If you offer or accept gifts and entertainment, be sure to report them promptly. Doing so helps us track what we havegiven and received, in order to make sure that there is no appearance of undue influence. Speak to your manager if
you have concerns about whether it is appropriate to offer or accept gifts or entertainment in your specific situation.
Avoiding Conflicts of Interest
Our commitment to our customers drives us every day. They trust each of us to make impartial, fair businessdecisions that will benefit them and our Company—not ourselves personally. To ensure that we can always makegood decisions for Ethisphere, our clients, and the larger marketplace, we should avoid conflicts of interest.
What is a conflict of interest? In the simplest terms, it is any situation where our personal interests (or the interestsof a family member) are in conflict with Ethisphere’s interests. This could create an issue for us, as we would have tochoose between doing what’s best for Ethisphere and what’s best for us as individuals. A few common examples ofconflicts of interest are:
• Working for a competitor, client, or business partner• Working closely with a family member• Having a significant financial interest in a competitor or a company that does business—or wants to dobusiness—with Ethisphere• Serving on the board of directors of another organization
In these situations, it is important to be sure that our professional decisions are guided by what is best for
Ethisphere. It’s not a violation of our Code to have a conflict of interest. However, you should disclose any potential
conflict of interest to your manager as soon as possible so that he or she can help you decide how best to handle
this situation.

Liza works in the marketing department. Her brother, Sam, runs a small
web design company. Liza learns that Ethisphere is looking for someone toredesign its website, and she knows Sam would be great for the job. She
wouldn’t be supervising his work, but they would work together on several
projects. Can she recommend her brother’s company to her manager?
Liza can recommend her brother’s company for the project, but she can’t beinvolved in deciding whether to award the contract to him. If Sam does win
the contract, Liza will need to discuss the situation with her manager to makesure they both keep an eye on this potential conflict. Being aware of potential
conflicts helps us make sure we’re doing the right thing for Ethisphere and ourclients.

13 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

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d atteUpholding Trust in the Marketplace
Doing Business Fairly
We succeed because of the exceptional quality of the services and expertise we offer—never due to anti-competitive
practices, bribes, or any other dishonest, unethical, or illegal behavior. We strive for more than just meeting thestandards of the antitrust, anticorruption, and international trade laws that apply to us. We want to set the example
for ethical behavior and demonstrate the positive effect it can have on business performance. Doing so helps uspreserve the trust that the marketplace places in us.
Fair Competition
Though Ethisphere strives to succeed as a business, our integrity is more important than our bottom line. We
compete fairly, in accordance with the antitrust and competition laws that apply to us and with our own sense ofwhat’s right. That means we never engage in anticompetitive practices such as:• Fixing prices• Dividing markets or customers• Boycotting customers• Rigging bids for contracts
These actions all undermine the integrity of the marketplace, and they aren’t fair to our customers and our competitors.
Even more importantly, they just aren’t in line with how we do business. We offer industry-leading thought leadershipthat speaks for itself. We don’t need to rely on dishonest or illegal tactics. Likewise, in our sales and marketing
materials, we depict our products and services honestly, and we focus on discussing Ethisphere’s products and services
positively—not disparaging our competitors. We never need to create an unfair advantage for our Company.
Our Anti-Bribery Commitment
Part of building trust in the marketplace means obtaining and keeping business fairly, based on our own merits.
Accordingly, we never offer or accept any type of bribe or other corrupt payment, whether the other party is agovernment official or a commercial representative. We follow the anti-bribery and anticorruption laws that apply tous where we do business, such as the US Foreign Corrupt Practices Act and the UK Bribery Act.
It isn’t always easy to identify a bribe. It could be anything of value—such as a gift, favor, job offer, or special
discount—that is offered to obtain or retain a business advantage. If the payment or item is offered after thebusiness deal is signed, that is considered a kickback, which is also against the law. At Ethisphere, we are committed
to doing business honestly and ethically, free from corrupt payments. No matter where we do business, we neverresort to corrupt activities to succeed.
In addition, be wary of facilitation payments. These are small payments, usually made in cash, paid to a government
official for a routine action, like obtaining a permit. Though these payments may be small, they are against the law, andwe never pay them. Speak to your manager or another resource if you have questions about steering clear of bribery.

Who is a government official?
Because anti-bribery laws specifically forbid offering anything of value to government
officials, it’s important to understand who is included in this category. Government
official could be any of the following:• Employees of government agencies or departments at a local or national level• Representatives of organizations like the United Nations and the Red Cross• Political candidates and political party officials• Members of royal families• Representatives of government-owned or -controlled entities

15 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

Upholding Trust in the Marketplace
International Trade Laws
In addition, we follow all international trade laws that apply to our work, such as import and export laws andantiboycott laws. Such laws cover not only tangible imports and exports, but also intangible items such as
information and data. When we work with international clients, we must follow all import and export laws that
apply to us. In addition, we must never participate in any unauthorized boycott. Speak to your manager or anotherresource if you have questions about how trade laws apply to you.
Protecting Other Companies’ Information
Because of our work providing guidance and data analysis for clients, many of us have access to confidential
information about companies we work with, such as clients and business partners. We have a responsibility tosafeguard this information as we would Ethisphere’s. Never disclose confidential information about another company
to anyone who doesn’t need to know it, and never share this information without permission. Our customers andbusiness partners trust Ethisphere to be an ethical leader, and that means we always do the right thing when it
comes to protecting their valuable information. If you have any questions or need further information about thisimportant topic, consult our Privacy Policy.
In addition, when we gather information about competitors, we do so with integrity. We never misrepresent
ourselves to obtain information about a competitor. Likewise, we never ask anyone to reveal a competitor’s
confidential information. We don’t need to resort to these tactics in order to succeed—and besides, it’s just not
the way we do business. Speak to your manager if you have questions about the right way to handle confidential
information, no matter whom it belongs to.

Nicolas is reviewing the compliance program of a major company.
Unfortunately, the company’s program isn’t quite in line with its peers,and Nicolas sees that they’ve experienced a number of problems related
to employees offering bribes to government officials. Nicolas learns that
his niece has accepted a job at this company. Can he tell her what he haslearned, so she knows what she could be walking into?
No, he can’t share this information with his niece if it hasn’t been released tothe public. Our Company’s clients trust us to protect their information anduse it only for the purposes they give it to us. Nicolas has a responsibility tokeep this information confidential, even in this difficult situation.

Avoiding Insider Trading
At times, some of the information we have access to about other companies may be considered material nonpublic
information, or inside information. Inside information is information that is not available to the public that could
affect an investor’s decision to buy, hold, or trade stock. We must never use such information as a basis for making
investment decisions. Doing so goes against the trust that the marketplace and our clients place in us. Even after
such information is released to the public, we must allow time for the market to absorb it before we can make a
trade in that company’s stock. Usually, this means three days after the news is announced.
It’s not just our own activities that we need to be careful of. We must never reveal inside information to a friend or
family member—a process called tipping. If a friend or family member trades on information that we reveal to them,
we could still be found liable for insider trading, which can result in jail time.
Insider trading laws can be complex, but meeting the standards of these laws is part of our commitment toprotecting our clients’ information and displaying integrity in everything we do. If you have questions about insider
trading, speak to your manager.
16 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

17 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights ReservedSharing Our Integrity with Our Communities
Speaking for Ethisphere
We’re proud of the work that Ethisphere does to create a culture of ethics and integrity in the global businessecosystem, and it’s understandable that we want to share that work with a larger audience. However, we must always
be careful not to speak on the Company’s behalf unless we are authorized to do so. If you are contacted by the
media or an analyst with a request for information related to Ethisphere, contact your manager for guidance about
how to handle the request before providing any information.
Supporting Sustainability
The environment is just as much a part of the business ecosystem as any other ethical topic. Accordingly, we do ourpart to protect the environment and steward natural resources. We are conscious of our environmental impact andtake steps to minimize it, such as recycling and minimizing our use of resources. Ethisphere is always open to new
ideas about ways we can all improve the world around us. If you have an idea about a new environmental initiative
the Company can participate in, mention it to your manager.
Giving Back to Our Community
Ethisphere recognizes that many of us are committed to improving the communities where we live. Our Company
encourages us to contribute our time and resources to causes we support, but we should not give the impressionthat our individual support indicates Ethisphere’s support. In addition, we should not use Ethisphere’s resources tosupport our volunteer activities.
At times, Ethisphere may support specific charitable organizations or causes. We are each welcome to participate inCompany-sponsored volunteer activities, but we should not feel obligated to do so.

Mia volunteers in the administrative office at a homeless shelter in her
community. She knows that the shelter’s budget is very tight recently, andthe volunteers have been trying to cut back on using office supplies.
Can she take a ream of paper from work to use at the homeless shelter?
No, she can’t. We should use Ethisphere’s resources—including officesupplies—only for the Company’s business, not for outside organizations.
Mia could raise this issue with her manager to see if Ethisphere would
consider making a donation to the shelter or supporting volunteer work
there. However, we should not use Ethisphere’s time or resources for outsidecauses without getting permission.

Being Politically Active
As individuals, we may also choose to support political candidates, initiatives, or issues that matter to us. However,
we should always be truthful in our activities and never use Ethisphere resources or Company time, or give theimpression that our support represents Ethisphere’s endorsement. We should be especially careful if we interact withgovernment officials, as this could be perceived as lobbying, which is subject to very specific laws. Speak to yourmanager if you have any questions about participating in the political process.

18 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved

Waivers
We are all held to the same expectations and the same commitment to do what’s right under our Code of Conduct.
That is why we all certify upon hire and again each year that we will comply with the Code.
However, in certain extraordinary situations, a waiver of a provision of this Code may be granted. Contact yourmanager if you believe special circumstances warrant a waiver of any of this Code’s provisions. You and yourmanager will work with the executive team to determine whether a waiver is warranted and to notify anyone who
needs to be aware of the decision.

19 Ethisphere Code of Conduct

Copyright © 2019 Ethisphere | All Rights Reserved