Doing theright thing
Building trust

Code of Conduct
July 2023

Contents
Welcome2

Our values and philosophy

4

How we conduct ourselves

5

Our Code of Conduct

6

Everyone’s responsibility

7

Raising concerns

8

We take violations seriously

8

Our principles

9

1. Professional integrity

9

2. Diversity & inclusion

9

3. Freedom from harassment

10

4. Confidentiality

11

5. Data protection

11

6. Off-limits

12

7. Conflicts of interest

12

8. Insider rules

13

9. Board positions

13

10. Other outside activities

13

11. Anti-bribery, gifts and invitations

14

12. Our intellectual property

14

13. Firm resources

15

14. Social media

15

15. Health and safety

16

16. Financial records

16

17. Corporate citizenship16

18. Egon Zehnder’s Impact Journey

17

Making the right choices

18

Appendix A – Firm Values

19

Appendix B – General Human Rights Statement

21

Appendix C – Business Ethics Statement

23

Appendix D – Contact information for our global hotline service

26

Appendix E – Global insider trading policy

28

Appendix F – External board appointment of consultants

31
Code of Conduct

1

Welcome
Trust and relationships are at the heart of what we do and who we are,you can’t have one without the other. Clients have high expectations of
our firm. They rely on our professionalism and absolute integrity, to thepoint that we put our clients’ interests before our own.
Every day, we rely on each other and we support each other to earn,
deserve and build that trust. This is why we have a Code of Conduct.
It provides all of the firm’s employees with a clear, unequivocal marker
of our common purpose, standards and beliefs. It is not a book of rules,
but a statement of shared intent.
We operate in a world where societal expectations of strong governance,
ethics and citizenship are critical; we all have a role to play in that.
The core underlying principles guiding us are straightforward:• We believe in one global firm, with all colleagues doing what is best for
the whole.
• We give our clients and our candidates our best professional advice
at all times.
• We always do our best to protect our clients’ and candidates’commercial and personal interests in the course of our work.

Code of Conduct

2• We never bring our firm, our clients or candidates into disrepute
through our behaviour or actions.
• We never put our personal economic interests ahead of our firm’s.
• We never use insider information for economic benefit.
• We treat all colleagues, clients and candidates with respect anddignity.
• We believe in equal opportunity for our colleagues and for the people
we deal with during our advisory work.

As individuals, we will frequently face difficult decisions and moral
dilemmas in our working life. One of the most powerful things about
the global partnership of Egon Zehnder is that you are not alone;
we are one firm. If you are ever unsure about a moral, ethical or
professional issue, there are colleagues who can help you clarify theissue and make the right choice. If you have a concern that you feelunable to discuss with one of your colleagues, you can also make useof our global hotline.
Ultimately, the Code of Conduct is here to remind us, and to reassure us,that doing the right thing is always the right thing to do.

Code of Conduct

3

OurvaluesOur values
andphilosophy
and philosophy

For more than half a century Egon Zehnder has thrived professionally andcommerciallybyhalfbuilding
a distinctive
culturebased
on aprofessionally
clear set of shared
For more thana century
Egon Zehnderhasthrivedand values.
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we haveby
established
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culturebased on aglobal
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Today we –haveestablishedourselves
as an undisputed
globalin ourprofession
advising
companies
and organisations
globally
on leader
their mostimportantprofessionneeds.
– advising companies and organisations globally on their most importantleadershipleadership needs.
Dr Egon Zehnder set this firm up to be values led and passionately, continuously built
Dr EgonZehnderfirm upbe values
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ourfeel ofrelevant,
oursetrecentlyof values
are as follows:
our firm values feel relevant, our set of values are as follows:

Spirit of
Ownership

Embrace
Difference

One Firm

ValuesClients
First

Generosity

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First,One
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andSpirit
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eachthatother.
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a descriptionof ouradescriptionofourvaluesinAppendixD.
values in Appendix A.

Code of Conduct 4
Code of Conduct 4

How we conduct
ourselves
In summary, the application of these values in the way we conduct ourselves is as follows:• The firm has a decentralised philosophy where individual entrepreneurship is given
the conditions to develop and flourish.
• The firm adopts a non-bureaucratic, simple and effective way of organising ourresources to secure quick and professional responses to the needs of our clients.
• There is an open, transparent and trust-based flow of internal communication
to safeguard the interests of the firm and to secure the continuing development ofa culture for all of us based on teamwork, support and generosity.
• The firm has fair, yet demanding and professional target setting processes to foster
an ambitious, forward looking and commercial orientation.
• We seek to understand each other’s perspectives and to build inclusion andbelonging.
In other words, the firm’s culture stresses fairness, trust and transparency alongside
a commitment to strict professionalism, individual accountability and entrepreneurship.
Everything we do, as individuals and as a firm, is shaped by our values of ClientsFirst, One Firm, Generosity, Spirit of Ownership and Embrace Difference. This is thebasis of our unique collaborative culture and our primary focus on serving clients.

Code of Conduct

5

Our Codeof Conduct
Our global Code of Conduct provides a consistent basis for decisions taken by everyone
who works at Egon Zehnder. It applies both to our professional activities and to ourpersonal conduct at work. Our success as a firm depends entirely on the alignmentof our values and our behaviours both internally and externally.
The principles laid down in this document, including its Appendices such as our
General Human Rights Statement (Appendix B) and our Business Ethics Statement(Appendix C), are designed to provide a clear under-standing of our Code of Conduct;
they apply in addition to the laws of our geographies with which we also fully comply.
The Code of Conduct will help us to anticipate, recognise and preferably avoid ethicallyor legally problematic situations, and to address unavoidable situations effectively.
No code can address every situation that we might encounter. Our Code of Conduct
supports personal discretion – it doesn’t replace it. We all have a responsibility to
exercise good judgment and, where necessary, to obtain guidance on proper businessconduct.
This Code of Conduct may be shared with persons other than our employees for
informational purposes only. Such third parties shall not have any rights arisingfrom this Code of Conduct or derive or claim any entitlement from the provisions,principles, guidelines, or standards outlined in this Code of Conduct.

Code of Conduct

6

Everyone’s
responsibility
The principles apply to everyone who works at Egon Zehnder. We must all upholdthe values and the reputation of the firm and we are expected to represent Egon
Zehnder appropriately at all times, within and outside the firm. This means we eachmake a personal stand for honesty, integrity and active, respectful collaboration.
Our consultants are under a particular obligation to observe these guidelines in theirpersonal conduct and their style of leadership, and to anchor them in the cultureof Egon Zehnder. Through their behaviour and example, partners must demonstrate
the ethical principles of our firm in every aspect of our day-to-day business. They will also
set the tone and promote the Code of Conduct within the firm, making the principles
an integral part of our culture.
We endeavor to select our suppliers and evaluate them beyond the basis of economic
criteria; we care about the way they do business. We expect our suppliers to fullycomply with applicable laws and to adhere to the standards incorporated in our Codeof Conduct.

Code of Conduct

7

Raising concerns
The principles provide helpful guidelines for good conduct. In practice, real-world
situations can be complex and ambiguous. If in doubt, it is important to ask for advice;
no-one should have to handle difficult issues alone. In the first instance concerns
should be raised directly with your Office Leader or Practice Group Leader.
If you have a concern that you feel unable to discuss with one of these individuals you
can make use of our global hotline. This is a confidential service available 24/7 which
can be accessed from any location by phone, web or mobile device. The hotline isadministered by a third party to maintain confidentiality and is accessible for Egon
Zehnder employees and suppliers. Further information about the hotline can be foundin Appendix D.
Retaliation in any form is contrary to our core values. We will not tolerate retaliation
against anyone who, in good faith, reports a concern or participates in an investigation,even if the allegation ultimately is not substantiated.

We take violations
seriously
We go out of our way to recruit people who are fundamentally honest and take a pride
in working to the highest standards of professional integrity. It follows that violations
against our Code are therefore rare.
However, where such violations do occur, we will act firmly to protect the interests ofthe firm and everyone who works here. Anyone who violates the Code of Conduct may
be subject to disciplinary action, up to and including dismissal. Disciplinary measures
will also apply to anyone who directs or approves infractions or has knowledge of themand does not promptly move to correct them.

Code of Conduct

8

Our Principles
1. Professional integrity
We work with our clients to solve their most vital leadership challenges, aiming
to create tangible and enduring business impact. This means that all our colleagues(consultants and support staff alike) always put our clients’ long-term interests first.
We contribute whatever effort is required to provide high-quality service to our clientsand to ensure reasonable due diligence. We give our clients independent, objective andunbiased advice, regardless of the popularity of our views or the effect on future work.
Our priority is to provide the kind of constructive, reliable support that builds long-term
relationships.

2. Diversity & Inclusion
We respect the dignity and personal values of every individual irrespective of race,
ethnicity, national or social origin, gender, religion, political or other opinion,
disability, age or sexual orientation, as warranted by the basic rights enshrined in our
General Human Rights Statement (Appendix B). We believe that the diversity of ourfirm is central to our success and enables us to develop better solutions for our clients.
We provide our clients with advice and solutions that mirror our own beliefs in thevalue of diversity and inclusion. We adopt a merit-based consulting approach thatassesses candidates on the basis of competence, experience and potential. We do this inline with the needs of our clients, using assessment and sourcing processes that are
fair, transparent and inclusive.
We are committed to providing an inclusive and supportive work environment where
everyone is treated with dignity and respect and there is no unlawful discrimination
related to employment, recruitment, training, promotion or remuneration. Each of
us is responsible for taking the initiative for advocating and supporting diversity andinclusion, recognizing that providing an environment where all of us can bring our
personality, background and experience is pivotal for the success of our firm.

Code of Conduct

93. Freedom from harassment
We do not accept any form of harassment. When deciding what is ‘harassment’it is important to remember that it is the effect of the behaviour on the recipientthat counts and not how it appears to the doer. Even if someone did not mean toharass an individual, for example if they thought they were joking, their behaviour is
unacceptable if the recipient thinks it is unwanted or offensive.
Sexual harassment is not only unwanted physical contact. It includes making obscene
remarks, circulating emails with innuendo, ‘eyeing someone up’, making personal or
intrusive comments about someone’s physique or clothing or repeatedly suggestingsocialising after work when it has been made clear such suggestions are unwelcome.
Bullying can take the form of intimidating or belittling another person. It can be a way ofcommunication or acting that disrespects another and makes that person feel diminished,insecure or unsafe. It can, for example, include repeated outbursts of anger, isolation or noncooperation at work or exclusion of an individual from social activities.
Bullying and sexual harassment do not just happen in the workplace. Individuals can beharassed by colleagues at office parties/events, conferences, away days and even when they
are socialising after work. Also, harassment doesn’t have to occur over a period of time;
one incident may be enough if it is particularly serious.
Romantic or personal relationships in the workplace can pose a conflict-of-interest, either infact, or in appearance, particularly when they happen between someone in a supervisory or
leadership role and another colleague. Should such a situation occur the Office Leader, Country
Leader, Board member or ExCo member should be immediately informed to determine what
measures, if any, need to be taken.
It is everyone’s responsibility to ensure that harassment does not happen and we need
to be alert to the kind of behaviour that can be regarded as harassment. All of us should
minimise the chances of harassment occurring by setting a good example through our own
behaviour – by treating all colleagues, clients and candidates with respect – and by challenging
unacceptable behaviour.
Anyone who feels that they are experiencing harassment should not wait until thesituation becomes intolerable. If possible, they should talk to the person who they feel isbehaving unacceptably about the impact of their behaviour. If this is too difficult, theyshould raise the matter with their Office Leader or a member of the Board or ExCo, or
our CHRO or General Counsel who will ensure that the matter is investigated fairly and,if appropriate, confidentially, or they should contact the firm’s global hotline service.

Code of Conduct

10

4. Confidentiality
Discretion is a central pillar of our profession. Our clients, our candidates and ourreferees all rely on our firm’s discretion. We demand maximum secrecy in dealing withall information that is not in the public domain and concerns clients, assignments,
referees and candidates, as well as business practices and methodologies and firm as
well as personal data. This obligation to secrecy applies to all our employees and is
not restricted to the term of their employment with the firm. Without prejudice to thegenerality of the foregoing, the following rules must be strictly followed:• We only talk about client matters, candidates, referees and assignments in public
or to third parties when that matter is already in the public domain or as necessary
in the course of serving that client.
• Our obligation to secrecy also includes confidential information entrusted to us
by candidates.
• We take care to ensure that confidential information (for example, client proposals,candidate and progress reports, assessments, references and client material
designated confidential by the client) are not disclosed to, including cannot be seen,read or heard by, third parties.
• Enquiries from the media should be immediately directed to the local Office
Leader or, where appropriate, Communications. We never comment to the media
on client work.
• We do not share or forward internal communications or proprietary information
to outsiders.
• If you leave the firm, you must not divulge or use confidential information.
Leavers must return all documents and other materials owned by the firm.

5. Data protection
Data privacy is very important. We maintain a Privacy Policy (www.egonzehnder.com/
privacy-policy) that describes in detail how we use personal information. We comply
with any data protection legislation in our respective geographies and our internal
guidelines in this regard.

Code of Conduct

11

6. Off-limits
Off-limits (commonly known as “no-touch”) principles are part of the professional
commitment we make to our clients. The precise scope and duration of our off-limits
commitment to a client will depend on the specific client relationship and on carefulconsideration of the pros and cons of each case.
Above and beyond these guidelines, the following apply:• A candidate who has been presented by Egon Zehnder to, and hired by, a client in thecourse of a search assignment is off-limits for as long as such candidate is employedby such client, subject to exceptions that may be defined by the leadership of the firm.
• Individuals who have been evaluated by Egon Zehnder in the course of an executive
assessment are off-limits for a minimum of two years.
• Global company-wide off-limits status is only granted to a client with the approvalof the ExCo.
• Off-limits agreements going beyond these guidelines are only revealed in response
to concrete enquiries, with confidentiality taking precedence.
• We do not, as a matter of principle, present a candidate with off-limits status. In case of
doubt, we first seek advice from the client coordinator and/or the responsible consultant.
• Candidates who have disclosed internally that they are willing to move or who
have submitted an application with Egon Zehnder in response to an advertisement
are “touch”.
• All colleagues involved in an assignment (consultants and support staff) areresponsible for pointing out existing “off-limits” conflicts to one another.

7. Conflicts of interest
We must avoid potential and actual conflicts between our personal interests and thoseof the firm or its clients. We must also ensure there is no chance of even the impressionof a conflict of interest arising. To be clear, a conflict of interest exists if decisions are
made based on an employee’s personal interests, or his or her family’s interests, rather
than the interests of Egon Zehnder or a client of Egon Zehnder.

Code of Conduct

12

8. Insider rules
Our client engagements and relationships give us the privilege of having access to
insider information on a regular basis. This also bears great responsibility; proper
dealing with insider information is an important matter from a legal and reputational
perspective. Even the appearance of impropriety would undermine the firm’s standing
and damage our reputation. We want to remain at the highest level also from theperspective of professional integrity and want to protect all our colleagues from therisk of inadvertently committing insider trading.
Therefore, we adhere to the global Egon Zehnder insider trading policy set forthin Appendix E, which among others prohibits all Egon Zehnder employees frombuying or selling any shares and other securities of any company with securities
listed on a stock exchange, regardless of whether such company is a client or not.
Several exceptions apply to these restrictions. Equally, tipping or disclosing insider
information to a third party (including friends and family), or signaling a buy or sell
recommendation or opinion to a third party on the basis of insider information, is notallowed either.

9. Board positions
Involvement with outside organisations will sometimes result in individuals being
asked to join an external board or other governing bodies. In the event that you
would like to accept such an offer you must first get the agreement of your Office
Leader and, where relevant, your Global Practice Group Leader as well as, subject tothese agreements, the Egon Zehnder Board. The reputation of the organisation onwhose board you sit must be compatible with our own profile and values and the timecommitment of such an appointment compatible with your obligations to the firm
and must not create any conflict of interest with the firm. Once approval has been
given to accept a board position, Egon Zehnder may withdraw it at any time. For our
consultants, we have special guidelines which are set forth in Appendix F.

10. Other outside activities
There are cases in which other kinds of outside activities may conflict with the interestsof the firm. Specifically, employees must not engage in supplementary activities if theserun counter to the interests of Egon Zehnder or our clients. Egon Zehnder is entitledto prohibit an outside activity if the activity has a substantial negative impact on yourperformance on account of the time or general effort involved. Activities on behalf ofcompetitors of Egon Zehnder are prohibited, irrespective of scope.

Code of Conduct

1311. Anti-bribery, gifts and invitations
Egon Zehnder employees are prohibited from offering, promising, giving, accepting
or soliciting of an advantage as an inducement for an action which is illegal, unethicalor a breach of trust. Inducements can take the form of gifts, loans, fees, rewards or otheradvantages. Such advantages may include, without limitation and prejudice to thegenerality of the foregoing, gifts (including, for example, favours, services, commission
or discounts) and/or invitations. To ensure that they do not influence the judgment of
the recipient in an unfair manner, the value of gifts and invitations must not exceed
appropriate, customary (nominal) limits. We must all comply with the following basic
rules in this respect:• When selecting and accepting gifts and invitations, we avoid even the slightest
impression of dishonesty and/or mutual obligation.
• As a general rule on what constitutes appropriate limits, we apply the current legal
provisions, customary business practice, the basic values of Egon Zehnder and soundcommon sense.
• If in doubt, we seek advice from our Office Leader, the firm’s General Counsel
or a member of the ExCo.
Further guidelines are also set forth in our Business Ethics Statement (Appendix C).

12. Our intellectual property
Information, intellectual property, business practices and methodologies as well as
innovative ideas are valuable assets of Egon Zehnder and must be appropriately
managed and protected. These include any material associated with our work in
executive search and leadership advisory services as well as internal trainings. Thisis our proprietary information and should not be sent to individuals or companies
outside our firm, or used by employees outside their scope of work when employedby the firm or in any manner after they leave the firm. We value and treat proprietary
information of our external business partners the same way.

Code of Conduct

1413. Firm resources
The firm provides employees with a range of technical tools including, where necessary,
mobile phones, computers, software, internet and intranet access, use of printers,
copiers and fax machines, as well as with general office supplies. These resources areto be used for the firm’s professional purposes with the following conditions:• We treat firm resources with care and with a view to environmental protection andresource conservation, and protect them against misuse, loss and theft.
• We report any loss of smartphones or laptops or any other devices provided by thefirm or used for firm purposes immediately to the IT function so that access to thefirm’s system can be blocked.
The use of the firm’s resources for purposes not directly related to our professional
work should be kept to a minimum. The conditions for non-firm use are as follows:• Such use must not raise concerns from a data protection or security perspective.
• Such use does not give rise to any relevant conflict of interests in terms of theadditional costs or the professional obligations of the employee.
• No information may be called up, passed on or copied via telephone or internet
which supports or instigates criminal acts.
• Calling up, downloading, posting and/or passing on files and media with a racist,
violent, pornographic or sexually offensive content is prohibited.

14. Social media
We are committed to both a responsible use of the internet and an authentic andconsistent web presence. To make sure we present ourselves in a consistent andprofessional way when interacting and communicating on social networking sites
while also addressing the inherent risks, we should follow the overarching guidelines(please consult the more specific: Data Protection and Security Policy on Maestro):• When presenting ourselves as Egon Zehnder employees on business networking sites
we must be authentic and behave in line with the firm’s values.
• We must not upload, share or disclose confidential information about us, our clients,
candidates, referees, etc., when using social media sites or apps, including their direct
messaging features.
• We should be mindful that what we do and exchange on social media sites is likely
to remain on the sites’ database and could be accessed by the providers and evenconsidered their property. Confidentiality and compliance with data protection
regulations also apply when doing searches through social media (such as LinkedIn).
Accordingly:

Code of Conduct15

• When contacting potential candidates via business networking sites thisshould only take the shape of a general initial contact and should not disclose any
confidential assignment or client information.
• We do not send out role specifications or confidential documents on social
networking sites.
• Employees leaving the firm must ensure that their profiles no longer indicate thatthey are employed by Egon Zehnder after they have left.
• We are careful about and sensitive in posting or reposting content on social media.
This includes:• Not posting that may harm or tarnish the reputation of Egon Zehnder.
• Not attributing personal statements, opinions or beliefs to Egon Zehnder
on social media.
For any questions or concerns, please contact Communications or Global Operations.

15. Health and safety
The health and safety of our employees is paramount. We are committed to providing
a safe environment for our employees and for any visitors to the firm’s premises.
Against this backdrop:• We comply with all the legal provisions in respect of health and safety in the workplace.
• We take responsibility for our own safety and health and for that of our colleagues.
• We report all risks to health and safety to our Office Leader or to a nominated healthand safety representative.

16. Financial records
We ensure that our financial records accurately reflect transactions, assets and liabilities
and conform to generally accepted accounting principles. No-one may engage inany arrangement that could be interpreted or construed as misstating or otherwise
concealing the nature or purpose of any entry in the books and records of the firm.

17. Corporate citizenship
Guided by our firm’s purpose “Leadership for a Better World”, Egon Zehnder as a
global citizen harnesses its core competencies, entrepreneurship, skills and relevant
resources in collaborative efforts with stakeholders and partners to improve thestate of the world. We specifically contribute through our support to clients in theirtransformation towards business that is more sustainable, as well as our own impact
journey. In addition to this, we invest time and resources into pro-bono and low bono
projects for not-for-profit organisations and provide our people the opportunity to

Code of Conduct

16

undertake volunteering on a regular basis; it is important that we represent the values
and reputation of our firm as we go about our voluntary work.
Egon Zehnder serves society at large through its activities, supports the communities
in which it works, and pays its fair share of taxes. It ensures the safe, ethical and efficientuse of data. It acts as a steward of the environmental and material universe for future
generations. It fulfils human and societal aspirations as part of the broader social system.
As an ethical firm maintaining high standards, Egon Zehnder measures not only on the
return to shareholders, but also on how it achieves its environmental, social and good
governance objectives.

18. Egon Zehnder’s Impact Journey
We recognize our role and responsibility to “walk the talk” and have identified
universal frameworks and standards to shape our performance along the multiple
dimensions of impact – including environment, human capital, social capital andgovernance.
At the highest level we are members of the UN Global Compact, adhering to the ten
global principles and support the UN Sustainable Development Goals (SDGs) with a
specific focus on SDG 5 – Gender Equality, SDG 8 – Decent Work and economic growthand SDG 13 – Climate action.
Egon Zehnder is committed to minimizing the impact our firm has on the environment
and we seek to continually strengthen our environmental policies and practices. We
have committed to Carbon Neutrality and to report against the SASB standards basedon the material risks identified for professional and commercial services companies.
In our measurement and tracking we are committed to implementing universally
recognized frameworks such as the GreenHouse Gas Protocol and developing towards
adherence to the Science Based Targets Initiative.
We are making efforts to manage, and reduce, our global greenhouse-gas emissions
and our waste footprint. We expect colleagues to take into consideration theenvironmental impact when making choices about how they work. This includes
reducing emissions from travel, infrastructure, where possible, minimizing waste,
and increasing recycling.
We can fulfil these principles by:• Expecting employees to act in such a way as to minimize waste, emissions andenergy usage;• Avoiding unnecessary flights;

Code of Conduct

17• Encouraging employees to use public transport, a bicycle or other environmentallyfriendly alternatives to driving a car whenever possible;• Taking account for the environmental cost when purchasing office consumables
such as paper goods, electronics and furniture;• Encouraging local offices to separate their waste;• Encouraging employees to proactively take initiatives with the aim of fulfilling
our sustainability targets.

Making theright choices
The principles are clear and detailed, but no Code of Conduct can provide advice forevery eventuality. If you are not sure about the right thing to do, it may help to ask
yourself the following questions:• Does it feel right?
• Is it legal?
• Will it reflect negatively on Egon Zehnder?
• Would I be unwilling or embarrassed to tell my family, friends or colleagues?
• Who else could be affected by this (my colleagues, clients, community or myself)?
• How would this look in the newspapers?
• Can I sleep at night?

If you are still unsure, ask for advice.

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18

Appendix DAFirm Value
ValuesFirm

One Firm• We always operate as One Firm. We never say “my client” or “my• We always operate as One Firm. We never say “my client” orcandidate”. It is always our client, our candidate.
“my candidate”. It is always our client, our candidate.
mobilizetheentireFirm’sknowledge
andexpertise
inin
•• We
We
mobilizetheentireFirm’sknowledge
andexpertiseserving our clients.
serving our clients.
•
believe
there
isis
nono
limit
toto
what
our
Firm
can
accomplish
if if
We
• We
believe
there
limit
what
our
Firm
can
accomplish
nono
one
cares
who
gets
the
credit.
one
cares
who
gets
the
credit.

Clients
First• We put our Clients First in everything we do. We take the long• term
We putClients
First inwith
everything
viewourwhenpartneringclients. we do. We take the longterm
view
when
partneringwithclients.
• We advise our clients to unlock theirfull potential to build• successful
We adviseteams
our clientstounlocktheirand organizations. full potential to build
successful teams and organizations.
• We strive to always act in the best interest of our clients. This
• We strive to always act in the best interest of our clients. This
includes challenging them to serve their highest interests.
includes challenging them to serve their highest interests.

Generosity

are
aa
Firm
that
cherishes
Generosity.
We
support
and
care
•• We
We
are
Firm
that
cherishes
Generosity.
We
supportandcare
for each other in good times and bad, always taking the longfor each other in good times and bad, always taking the longterm view.
term view.
•
We
work
closely
togetherinin
servingourclients,
sharing• We
work
closely
togetherservingourclients,
sharing
generously
ourknowledge,
expertiseandtimeacrosstheFirm.
generously our knowledge, expertise and time across
the
Firm.
value
apprenticeshipbyby
givingandreceivingfeedback
and
•• We
We
value
apprenticeshipgivingandreceivingfeedbackandininsharing
ourwisdom.
We
make
time
for
one
anotherandwesharing
ourwisdom.
We
make
time
for
one
anotherandwetreasure
candorwithcare.
treasure candor with care.

Code of Conduct 19
Code of Conduct 25

Embrace
Difference

Embrace
Difference
soso
that
everyone
inin
the
Firm
brings•• We
We
Embrace
Difference
that
everyonetheFirmbringstheirwhole,
uniqueselves
toto
work
and
experiences
aa
sense
ofof
their
whole,
uniqueselveswork
andexperiences
sense
belonging.
belonging.
alwaysengagewithcuriosity,
valuingandwelcoming•• We
We
alwaysengagewithcuriosity,
valuingandwelcoming
differencesof
opinion,experienceandbackground.
We
speak
differences of opinion, experience and background.
We
speak
with
courage,respectandcare,including
when
we
dodo
not
agree.
withcourage,respectandcare,including
when
we
not
agree.
• We
strive to reflect, as a Firm, the diversity of the societies in• whichWe strive
to reflect,as a Firm,thediversity
we operate
to betterserve
ourclients.of the societies inwhich we operate to better serve our clients.

Spirit of
Ownership• We are driven by a Spirit of Ownership. We strive for excellence• withWe an
areentrepreneurial
driven by a Spirit
ofinnovative
Ownership.
We striveandmindset.
Wefor
contributeexcellencewith anand innovativeabove
and beyond
toentrepreneurial
grow and strengthen
our Firm. mindset.
We contribute above and beyond to grow and strengthen our• We are responsible for our own personal growth and are
Firm.
committed
to unlocking the full potential of our colleagues.
• We are responsible for our own personal growth and are• We act with boldness and take individual accountability to serve
committed to unlocking the full potential of our colleagues.
our clients and our Firm. We aspire to act as responsible and• We act with boldness and take individual accountability toexemplary citizens in the societies and environments in which
serve our clients and our Firm. We aspire to act as responsible
we work.
and exemplary citizens in the societies and environments inwhich we work.

Code
CodeofofConduct
Conduct

26
20

Appendix B
General Human Rights Statement
Introduction – Our human rights commitment
Egon Zehnder, guided by its strong values and rooted in human interactions,is committed to respecting the rights under the Universal Declaration of Human Rights
as set out by the United Nations.
We do this because we believe upholding human rights is fundamental to our purposeof Leadership for a Better World. This commitment is reflected across our policies
which affect employees (which term shall also deem to include contractors), clients,
candidates, suppliers, and society at large.
As a truly global partnership, Egon Zehnder deeply values each of our colleagues
who collectively bring true diversity in many forms including gender identity, ethnicity,
cognitive and physical ability, sexual orientation, socio-economic background, andcareer experience. We respect and care for one another, continually striving to createa workplace where individuals feel they belong.

Embedding respect and human rights due diligence
We operationalize our human rights commitment through Egon Zehnder’s Code of
Conduct, our Ethical Procurement Policy, and the Modern Slavery Act, the principles
of which we apply globally. More broadly, our ambition is to expand training
modules that seek to drive heightened awareness and capability regarding humanrights and inclusivity within our organisation. As overseen by Egon Zehnder’s Global
Head of Human Resources, and upheld by the respective Office Leaders, we ensure
our people work in a respectful, safe, and ethical work environment. We comply withlocal laws concerning employment and individuals' rights in every country in which
we operate.
Our responsibility to respect human rights extends beyond our organization. Throughour services, we aim to ensure that Egon Zehnder enables the clients and candidates
we engage with to reach their full potential, regardless of any personal attributes. It also
extends into our supply chain, where we maintain an active view of the human rights
performance of our suppliers through a questionnaire and regular assessments where
we deem appropriate. Egon Zehnder does not tolerate human rights violations in any
form. In case of such violation, based on our Ethical Procurement Policy, we reserve theright to terminate the supplier relationship.

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21

These steps of embedding policy commitments into the firm, and reinforcing vis-à-vis
our suppliers, ensures that Egon Zehnder takes a proactive approach to respecting
human rights.

Grievance mechanisms
Any human rights concerns arising within our firm can be raised via the global hotline,
as guaranteed in our Code of Conduct. This provides Egon Zehnder employees andsuppliers with a confidential and independent mechanism to report concerns without
fear of retaliation. We are committed to ensuring that all reports are appropriately
heard, investigated, and remediated. Any concerns shared with the service provider will
be securely reported to the designated personas at Egon Zehnder for further evaluationand investigation, as outlined in the respective section of our Code of Conduct.
Ultimate responsibility for this statement sits with our Board, which brings together
Egon Zehnder’s leadership functions, services, and geographies. The General Human
Rights Statement is regularly updated, and performance monitored regarding ourcommitment to acknowledge and uphold human rights.

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Appendix C
Business Ethics Statement
Introductory Statement
Egon Zehnder has an unwavering commitment to fair and responsible businessconduct. In all aspects of our business, we ensure that we are aware of our ethicalresponsibilities and we comply with them consistently. This Business Ethics Statement,
which forms part of the firm’s Code of Conduct, consists of three sections:
1. The Anti-Bribery and Corruption Statement
2. The Anti-Money Laundering and Fraud Statement
3. The Anti-Trust and Anti-Competitive Statement
Together, they fully articulate our policy to prevent any form of financial crime in ourfirm. This appendix applies globally to all Egon Zehnder employees (which term shallalso deem to include contractors) and defines the fundamental ethical principles andguidelines we are committed to upholding in all of Egon Zehnder’s business activities.
The responsibilities of our suppliers are covered in our Ethical Procurement Policy.

1. Anti-Bribery and Corruption Statement
Every Egon Zehnder employee has a responsibility to manage risks to the firm
proactively, and to build and protect the firm’s reputation. We are committed to fairand responsible business, and we have a zero-tolerance approach to all forms ofcorruption and bribery. Many of the countries in which we operate have laws explicitly
prohibiting bribery and corruption, including the UK Bribery Act, the Comprehensive
EU Anti-corruption Policy and the US Foreign Corrupt Practices Act. In addition tocomplying with applicable laws in the region, we will adopt these principles as bestpractice for global application. Any instances of suspected misconduct should be
immediately reported to the firm’s General Counsel or the Whistleblowing hotline.
We are vigilant in preventing instances of financial crime and other forms of ethicalmisconduct. This includes money laundering, economic and trade sanctions, bribery,and other forms of corruption. Each of us must do our part to understand theseissues and remain alert for signs of suspicious behaviour so that we never knowingly
work with clients or business partners who engage in these activities. We refuse to dobusiness with anyone on any applicable sanctions list and do not knowingly initiate
or become party to any third-party efforts to avoid sanctions.

Code of Conduct23

1.1 Conflicts of Interest
We seek to ensure that personal interests do not improperly influence businessdecisions we make or advice we provide to our clients. In all our businessdealings, we are guided by our values and we expect Egon Zehnder colleagues
to utilise good judgment and common sense. Please refer to section 7 of ourCode of Conduct for our statement on conflict of interest.

1.2 Gifts and Entertainment
We do not offer or accept gifts to secure advantages or influence businessdecisions. We believe our business will prosper in the long term when our
success is based solely on the merits of our professionals, our services and thesatisfaction of our clients. Please refer to section 11 of our Code of Conduct forour statement on gifts and entertainment.

2. Anti-Money Laundering and Fraud Statement
We are committed to maintaining the high standards of prevention in relation to money
laundering and fraud. This includes protecting Egon Zehnder’s reputation by promoting
a sound culture of risk awareness. We are aware of and uphold our responsibilities
in alerting the firm’s General Counsel and/or CFO or the global hotline in case of any
doubts or suspicions related to a business partner or engagement.
It is the obligation of every employee at Egon Zehnder not to commit money
laundering offences.
The firm’s integrity and reputation can be severely damaged by failing to detect andavoid relationships that place the firm at risk. We will conduct business only withclients who, to the best of our knowledge, are involved in lawful business activities.
We know our clients and we are committed to confirm our clients’ identities ifnecessary or appropriate. We will never knowingly accept payments that are derived
from unlawful sources or activities.

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3. Anti-Trust and Anti-Competitive Statement
We are committed to operating within free, fair and competitive markets, and wecompete solely on the quality and impact of our work. We believe that our clients,
employees and communities are best served through a strong and competitivemarketplace. All employees of the firm must comply with relevant laws, regulations
and internal policies relating to fair competition, anti-trust and trade controls.
We are aware of and uphold our responsibilities in alerting the firm’s General Counsel
or the global hotline in case of any doubts or suspicions related to the above.
We do not enter into agreements, understandings or coordinated activities with actualor potential competitors that may eliminate or lessen free and fair competition.
We do not agree or coordinate with competitors to fix fees or specific elements thereof,
neither do we allocate markets geographically, by function, industry, or sector.

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Appendix D
Contact information for our global hotline service
What is the global hotline?
This is an independent service provided by NAVEX Global, a worldwide provider
in whistleblowing hotline services. Their expertise will ensure the speed andconfidentiality of anything you report.

How do I contact the global hotline?
NAVEX provide local freephone numbers for most countries or have a reverse charge(collect call) number for countries where freephone numbers are not allowed. The
global hotline is available 24 hours a day, every day of the year. You can report concerns
via the web or phone at www.egonzehnder.ethicspoint.com or mobile device byscanning the following QR code.

What happens when I call?
You will talk to one of NAVEX Global’s intake specialist who will listen to your concerns
and type up a report. The call will not be recorded. NAVEX will then securely send areport to the CHRO and the General Counsel of Egon Zehnder.

Do I have to identify myself?
We would rather that you did since this makes investigating the concern and giving
feedback easier. However, you may choose to raise a concern anonymously.

Will my call be treated confidentially?
NAVEX Global do not record calls and will ask if you wish to remain anonymous. Egon
Zehnder will maintain the confidentiality of the report as far as is possible but you must
be aware that, to carry out a proper investigation, some information may need to bedisclosed.

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Will I be penalised for raising a concern?
If you raise a concern in good faith you will not be penalised, even if it turns out to beincorrect. However, raising a concern without good reason or maliciously may lead to
disciplinary action.

How do I get feedback on my concern?
If you are reporting via the global hotline the NAVEX Global operator will ask if you
want to receive feedback. If so, they will give you a reference number and ask you to set
up a password for your report. If you are reporting via the web or your mobile device,
the reference number will appear on the submission page, where a password can becreated to allow you to check for feedback.

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Appendix E
Global Egon Zehnder insider trading policy
1. Responsibility of Handling Material, Non-Public ­Information
Our client engagements and relationships give us the privilege of having access tomaterial, non-public information on a regular basis. This also bears great responsibility.
Information is deemed to be “material” if an investor would consider it important indeciding whether to buy, sell or hold securities (shares and related instruments like
options and derivatives). It includes information that if publicly disclosed is reasonably
likely to affect the market value of a company’s security. Examples of information that
may be material include: pending or contemplated changes in senior management,
obtaining or losing important employees or contracts, unpublished financial results
and forecasts, possible mergers, acquisitions, divestitures and investments, significant
discoveries, major litigation developments or governmental investigations.
Information is considered to be “non-public” unless it has been adequately disclosed to the
public and there has been sufficient time and opportunity for the market as a whole toassimilate this information. Generally this means that the information has been available
to the public by wide dissemination through business media for at least one business day.
Trading in or tipping in relation to a security based on material non-public information(often called “insider information”) is illegal in most jurisdictions, penalties can
include large monetary fines, forfeiture of proceeds and imprisonment. However, thisis as much an issue of values as it is of compliance. Trust and integrity are two of our
fundamental values. Our reputation for adopting the highest professional and ethicalstandards in our clients’ best interests represents one of our most important assets.

2. General Prohibition of Insider Trading
All Egon Zehnder employees, who learn of a material, non-public information in relation to a company listed on a stock exchange through the work at Egon Zehnder must
keep such information confidential and may not buy or sell, or cause to be bought
or sold, any security of such company, regardless of whether or not such company is aclient.
Equally, tipping or disclosing material, non-public information to a third party(including friends and family), or signaling a buy or sell recommendation or opinion
to a third party on the basis of insider information, is not allowed either.

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3. Specific Prohibition for Publicly Listed Companies

A breach of insider trading rules by any one of us could affect all of us by undermining
the Firm’s standing in the eyes of clients and by damaging its broader reputation.
In order to avoid even an impression of abusing insider information and therefore
an appearance of impropriety (regardless of whether there was an actual violation of
insider trading rules or not), all Egon Zehnder employees shall be subject to additional
restrictions:
In addition to the general prohibition on insider trading as stated under Section 2
above, we are prohibited from buying or selling, or causing to be bought or sold,
any security of any company with securities listed on a stock exchange.

4. Exceptions
This policy does not prevent trading in a mutual fund, exchange traded fund, or othersimilar investment vehicle that owns or tracks the price of the securities of companies
whose securities are listed on a stock exchange.
Also, this policy does not apply in case of a discretionary asset management agreement,
shareholding via a pension scheme, life insurance policy or mortgage, always provided
that Egon Zehnder employees have fully delegated the investment decision to a third
party (e.g., independent professional adviser or broker) and provided further thatthe general prohibition on insider trading set forth under Section 2 above as well as
applicable laws and regulations are not violated.
The specific prohibition set forth under Section 3 above does not apply to securitiesof publicly listed companies owned by employees on June 21, 2019; such securities
can be sold any time, provided that the general prohibition on insider trading set forth
under Section 2 above as well as applicable laws and regulations are not violated andprovided further that such employees have a signed employment contract with Egon
Zehnder on June 21, 2019 (whether or not employment has commenced).
The Firm’s Board of Directors may authorize the sale (but for the avoidance of doubt
not purchase) of securities otherwise prohibited by this policy. For example, theBoard of Directors may authorize an exception for financial hardships, inheritances,
employees who are unable to divest before joining the Firm, always provided that thegeneral prohibition on insider trading set forth under Section 2 above is not violated
and subject to applicable laws and regulations.

Code of Conduct29

5. Applicable Law and Employment Contract
All applicable “insider trading” laws and regulations take precedence over this policy.
It is the responsibility of each one of us not to trade in violation of local laws andregulations that apply even if the trade is not prohibited by this policy.
Failure to comply with this policy would be a breach of the respective employment
contract and may result in disciplinary action, up to and including dismissal.

6. Effective Date
This policy takes effect on January 1, 2020. Until this date, we may buy or sell, or cause
to be bought or sold, any securities, always provided that the general prohibition on
insider trading set forth under Section 2 above and applicable laws and regulations are
not violated.

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Appendix F
External board appointments of consultants
Occasionally some of our Consultants are asked to join external boards of directors.
These appointments are always subject to Egon Zehnder Board approval and require
both local office and where relevant, global practice group support. The Egon Zehnder
Board takes the position that the Firm must limit Consultants going on commercial
boards, whether the company’ securities are listed on a stock exchange or not. These roles
are typically in the public domain and have the potential to create client conflicts for thefirm, perhaps unforeseen at the time of the appointment, which we want to avoid.
The exceptions to this policy will be requests by colleagues who:
• Are approaching retirement (age 55 or older); or• May wish to join the board of a personal family (their own family) company; or• May wish to join the board of a company whose (if applicable consolidated) annual
revenue according to its most recent annual financial statement does not exceed CHF
100 million. Colleagues shall be allowed to sit on one external board of such smaller
companies; provided that colleagues on commercial boards that have been approvedon or before October 9, 2017 are allowed to keep those roles in addition.
For the avoidance of doubt, each of these exceptions applies alternatively, i.e. the Board
will approve an external board appointment if one of those three applies, subject to thelast paragraph below.
Importantly, and consistent with the Firm’s commitment to give back to ourcommunities, the Egon Zehnder Board continues to support requests by colleagues tojoin the boards of not-for-profit organisations.
Any external board membership, whether commercial or not-for-profits boards, mustnot be in conflict with the Firm’s interests and therefore require approval of the Egon
Zehnder Board, who takes the recommendation of the relevant Office Leader and Global
Practice Group Leader into consideration. Should any future conflict of interest occur,
the Egon Zehnder Board may revoke its approval and ask the Consultant to resign fromthe external board.

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Building trust