CODE OF
CONDUCTNEXT

Copyright © 2019 by Boston Consulting Group. All rights reserved.

Dear Colleagues,

At BCG, our values represent the kind of firm we want to be
and the standards of responsible and ethical behavior which we
hold ourselves to as we continue to grow in this complex, digitalbusiness environment. I am pleased to share with you our Codeof Conduct. Our Code complements our values and purpose
statements by setting forth the expectations of day-to- day
behavior for each member of BCG. By outlining our mostimportant guidelines, policies, and legal requirements, the Codeof Conduct provides a clear sense of professional norms as wellas when and how to ask questions or escalate issues.
The Code of Conduct is a good reminder for each of us to leadby example when it comes to living our values. Without
exception, we are each responsible for abiding by its underlying
principles and for raising known or suspected violations. Our
corporate culture promotes ethical behavior, honesty, andrespect, and we have a number of channels individuals can use
to raise issues or questions like our ombudspersons – no one
will ever face retaliation or negative consequences for doing so.

A Message
from Our Chief
Executive Officer

I hope you continue to think about and engage with each otheron this topic. It is up to all of us to uphold our shared values.

Christoph Schweizer
CEO

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Promoting and Providing Our Services Ethically25Open and Honest Feedback

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Transparency with Clients

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Antidiscrimination

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Protecting the Confidentiality of Our Clients’ Information

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Using Social Media Properly

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Code of Client Service

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Harassment

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Information Excellence29

Maintaining a Safe, Healthy, and Professional Workplace

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Delivering Quality

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Competing Fairly
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Table ofContents

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Seeking Assistance and Sharing Our Concerns

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Background

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Our Purpose and Key Principles

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Our Values

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Appropriately Handling Potential Conflicts of Interest

45

Positive and Lasting Impact

35

Insider Trading

46

Environmental Sustainability

36

Data Protection

49

Guidelines for Community Participation

37

Keeping Accurate Records

51

Conclusion

37

Disclosure of BCG Information

37

Response to External Non-client Contacts

39

Protecting Tangible and Intangible Assets

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Using Our Technology Appropriately

NEXTIntroduction
to the Codeof Conduct

BCG’s values and professional standards
have always served as the foundation of thefirm’s remarkable history and numerous
accomplishments. Ethical behavior, backed bypersonal responsibility, protects the BCG brand andour unique culture and is the cornerstone of our
future success. Thus, our Code of Conduct outlines
BCG’s expectations for behavior and provides
guidance to all employees.

OUR COMMITMENT TO

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Our Values

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BCG’s values consist of integrity, respect for theindividual, diversity, putting clients first, use of
strategic perspective, delivering value, partnership,
expanding the art of the possible, and social impact.
These values are at the heart of what we stand for asa firm. They remain incredibly relevant, and each of us
benefits from revisiting them regularly. This Code of
Conduct supports our understanding and adherence
to BCG’s values in our daily interactions with clients,
colleagues, the firm, and society as a whole.

Our Purpose and
Key Principles

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SOCIAL IMPACTVALUE DELIVEREDDRIVE INSPIRED IMPACT

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BRING INSIGHT TO LIGHT

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INTEGRITY

BCG’s purpose is to unlock the potential of those who
advance the world; it is fundamentally why BCG exists.
Our purpose is anchored by five principles that represent
what we do when we are at our best: bring insight tolight, drive inspired impact, conquer complexity, leadwith integrity, and grow by growing others. These
principles capture BCG’s authentic core and distinctive
strengths. Taken together, they serve as foundations
for our firm’s purpose.

CONQUER COMPLEXITY
LEAD WITH INTEGRITYGROW BY GROWING OTHERS

CLIENTS COME FIRSTRESPECT FOR THE INDIVIDUAL
THE STRATEGIC PERSPECTIVE
EXPANDING THE ART OF THE POSSIBLE

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BackgroundOur Code of Conduct describes the day-to-day
behaviors expected from all members of BCG,
acting as a bridge between our values, ourpurpose, and our more detailed global policies.
It is intended to foster ethical and appropriate
decision making while ensuring that our
behaviors are aligned with expected standards ofprofessional conduct.
The Code of Conduct applies equally to allmembers of the firm, regardless of office location,function, cultural differences, or cohort level. All
Managing Directors & Partners and employeesof all BCG companies, affiliates, offices, andlegal entities are expected to adhere to the Codeof Conduct. As individuals, we are personallyaccountable for behaving in a manner that is
professional, lawful, and in accordance with
our values, purpose, and policies. If you suspect
or know of a situation that runs counter to our
Code of Conduct, or if you simply face a choice
involving ethics or values, we expect you to raise
the situation with the appropriate individuals sothat the matter can be promptly resolved.

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Seeking Assistance &Sharing Our Concerns
We should all lead by example and ensure that
BCG’s standards are widely known and effectively
applied. This Code contains a high-level overview
of the many key company policies that we areresponsible for knowing and following in full. These
global policies help ensure consistency across
our organization and serve as a guide to help us
adhere to our values and align with the laws wemust follow. Where relevant, additional geographic
or functional policies and guidelines are available
from your local office leadership.

Although BCG’s culture is rooted in outstanding
professional standards, we acknowledge that attimes ethical dilemmas, difficult decisions, andbehaviors inconsistent with our Code of Conduct
may arise. Each of us is required to seek out theright individuals to help us resolve challenging
situations when they occur. We should all feel
comfortable escalating questions and concerns
rather than addressing them alone. Such openness
allows us to work together to appropriately address
issues and properly mitigate future occurrences.

Those who are in positions of leadership mustensure that team members understand and follow
our Code of Conduct. While our Code of of Conduct
highlights certain key policies please note thisis not an exhaustive overview and we have otherpolicies that BCGers are expected to know andadhere to.

We are all responsible for raising known orsuspected violations of our Code of Conduct and of
any law, regulation, or policy. Before taking action,
we are also responsible for seeking guidance on
decisions that may fall within a gray area. We
adhere to the principle of “see something, saysomething” at all times. We require compliance

We should always feel encouraged
to ask questions, raise potential
concerns, or challenge issues when
the need arises by contacting one
or more of the following resources:

Local, regional,
or global HR

Regional, System, Function, Business
Unit, or Practice Area leadership

Local officeleadership

Any memberof the legal team

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with all applicable laws, even when conformity
is difficult or inconvenient.
Suspected violations of our Code of Conduct
can be raised openly or anonymously, althoughanonymous reports may be more difficult for
BCG to investigate thoroughly. Once raised,each concern is handled with sensitivity and in
confidence, subject to any overriding legal or
regulatory requirements.
BCG strictly prohibits acts of retaliation against
any person for raising a possible violation in goodfaith or for participating in an investigation. Acting
in good faith means coming forward with all theinformation you have and with the belief that you
are giving a sincere and complete report. In otherwords, it does not matter whether your report turns
out to be true—as long as you raise it honestly.
Violations of our Code of Conduct will result inappropriate disciplinary action. Consequences
could include termination or civil or criminal
prosecution. Any discipline applied by BCG
will comply with BCG policies and applicable
local laws.

Any member of
BCG management
Any member of our Ombudsperson system

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Our Commitment
to Our Clients

We partner with clients to identify their best
opportunities, address their most criticalchallenges, and transform their businesses.
We create value for our clients and society inan objective, professional, ethical, and lawfulmanner. Ultimately, we are all committed toour clients, regardless of our role at BCG.

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CLIENTSEMPLOYEESTransparency
with Clients

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We are transparent with our clients from the outset of
every relationship and throughout our engagements.
Before the start of any project, we are clear withclients regarding the scope and objectives of the work,
any limitations on the work, the general provisions
under which we operate, associated fees, any specific
BCG policies that are applicable, and other relevant
information. To protect BCG, and for our clients’ benefit,
we make sure that we enter into a written and properly
approved agreement with each client in a timely manner.
We also have a duty to understand any relevant
regulatory context and the specific implications for eachengagement in order to make sure that we comply withapplicable rules and regulations. This includes complying
with our obligations under applicable privacy rules suchas the General Data Protection Regulation (GDPR).

Promotingand Providing
Our Services
Ethically

Those of us involved in building client relationships
and in promoting and marketing our services sharea duty to do so honestly and with integrity, without
misrepresenting our abilities and expertise or thequality, features, and availability of resources.
We gather information ethically and respect others’
rights to their lawfully owned data, information, andother intellectual property. We do not intentionally
misrepresent facts, manipulate clients, conceal
information, abuse privileged information, commit
fraud, or engage in any other unfair business practices.
We are committed to integrity and truthfulness.

We are transparent with ourclients from the outset of every
relationship and throughout
our engagements.

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Protecting theConfidentialityof Our Clients’
Information

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Fundamentally, we must maintain the confidentiality
and integrity of all information and data entrusted
to us, and be diligent about its proper usage,
dissemination, storage, and deletion.
Although we may wish to share our insights andindustry knowledge with colleagues to learn aboutmarket trends and evolve our business thinking, wemust carefully and fully sanitize the data to ensurethat confidentiality is upheld.

Confidential client information may include,
but is not limited to, the following:Specific
strategies

Case-specificadviceInput tobenchmarking
studiesThis kind of information should not be shared withanyone who has not been authorized by the client toreceive it—typically, no one outside of the relevantclient-serving team. Furthermore, we must be
especially careful in areas where privacy cannot be
guaranteed, whether inside or outside of BCG offices,
online or off. Common spaces may include, but
are not limited to, areas such as the office watercooler, kitchen facilities, airports, social media,
public transportation, online message boards andcommunities, hotels, and restaurants.

Personal
information

Proprietary application andsource code developed

In the event that the confidentiality of ourclients’ information is compromised, report andescalate the incident to your case leadershipand the IT Service Center immediately todetermine whether a breach has occurred. We
are committed to maintaining full compliancewith applicable rules and regulations in theevent of a data or confidentiality breach.

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BCG’s Code of
Client Service

Growing a culture committed to ethical businesspractices takes hard work. While BCG’s culture wasbuilt on the shoulders of BCGers’ past, we all havea responsibility to continuously engage and test our
thinking on ethical business practices in order tofoster a culture committed to clients, one anotherand society. BCG Code of Client Service (BCCS) is amechanism to foster this engagement and consists ofsix core processes:

Evaluation of projects & topics
against BCG’s values, risks,and no-fly zone/highvigilance frameworks

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Assessment of clients
against BCG’s values,
risks, and no-fly
zone/high vigilanceframeworks

Topic
Clear

Assurance ofinclusive & positive
work environment

Team
Clear

ClientClear

Contractor
Clear

Evaluation of third parties,
including contractors andpartners, against BCG’svalues and for risk

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These processes provide a framework to assess BCG’sservice offering within the case lifecycle across thefollowing dimensions:

Topic Clear

Client Clear

Conflict Clear

Contractor Clear

Information Clear

Team Clear

What types ofwork we do andwhere in theworld we do it?

Who we work
for and how weengage?

The impact
our work can haveon other clientsand stakeholders?

How we workwith third
Parties?

How we manageand protect
information?

How we work
together and treat
each other?

The goal of these assessments is to make responsible
business decision and in turn optimize value delivery forclients and society. The six Clear processes are supported
by dedicated teams and BCG business functions, which
regularly engage senior firm leaders as well as regionaland global governance bodies to socialize decisions as it
relates to the above questions.
BCG will and has declined client work or otherrelationships that do not align with our values as
identified via these processes. If you have a project ormatter that you believe should be assessed under BCCS
please reach out to the Legal or Risk team.

Conflict
Clear

Information
Clear
Information and Data
Protection Policies
and Processes

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Framework to
identify & address
real or perceived
conflicts of interest

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Information
Excellence

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Proper handling of client and case information createdor obtained during a proposal or a case is critical for
providing superior client service, protecting our firm’s
reputation, and upholding the trust we have with ourclients. BCG’s policies and high professional standards
are designed to help each of us make the appropriate
judgments about what we retain and what we delete
when it comes to client materials.
Throughout client engagements, case teams should use
only BCG-approved, secure technologies to store andshare client-sensitive material.

Once a client engagement has ended, wemust ensure that we:

Keep final deliverables, regardlessof format or type, and supporting
documentation and analysis.

Once a client engagement is completed, the key
final deliverables and supporting documentation
should be appropriately archived in a secureand approved case archive in accordancewith BCG’s policy.

Delete or destroy confidential materials
sourced from the client, including personaldata, any documents as agreed on in
the client contract or otherwise, and any
materials that we no longer need.

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Delivering
Quality

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Our reputation was founded upon and thrives on ourcollaborative spirit and the ability to generate powerfulideas and quality solutions—including strategies,
processes, market insights, and often now digital andsoftware solutions—that offer real value to our clients.
BCG uses a number of mechanisms to ensure that thequality of our projects meets or exceeds
the expectations of the stakeholders associated with
our work. We ensure that our team members have theappropriate knowledge and expertise to deliver theagreed-on scope of work and ultimately hold the caseteam accountable for the deliverables provided. We
also give our clients quality services by conducting due
diligence and monitoring and enforcing BCG standards
whenever we engage a third party. We hold othercompanies and individuals accountable for the qualityof the services they provide.
In an effort to continuously improve, we believe inmaintaining an open dialogue with our clients about
our successes and areas for improvement. Accordingly,
we encourage our clients to supply us with feedback
about the quality of our team and our work, which may
be accomplished through the deployment of tools suchas surveys and interview programs.

CompetingFairlyWe respect and adhere to the fair-competition
laws enacted in the countries where we
do business. We do not collude with ourcompetitors to gain unfair advantages such as
price or wage control, kickbacks, or preferredmarket segmentation, nor do we seek access toour competitors’ confidential information.

Where we serve multiple clients within the same industry,
we will not act as a conduit for collusion among ourclients. Therefore, we take special precautions not toshare confidential information between competing clients,
or between BCG personnel serving competing clients,that could encourage collusion in any form. In the eventthat we receive information originating from a competitor
as part of a project, we treat this data as confidential
client information.
When we work with third-party suppliers to obtain
information, we engage with reputable companies
and understand the sources of information to ensurethat nonpublic (or “inside”) information has not been
inappropriately acquired or shared. Equally important,
we do not knowingly solicit material or nonpublic
information from third-party providers or other sourcesof market information.
When we use tangible intellectual property belonging toour clients or third parties, including software, algorithms,
or code, we respect the rights of the underlying owners
and comply with all license restrictions. We do not reuse
intellectual property that BCG creates for a client if wetransfer our ownership rights.

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Our Commitment
to One Another

Mentorship and leadership are fundamental to ourphilosophy. We believe that a collegial environment
fosters continuous learning and insight as we aspire
to a lifelong bond with those who have joined BCG.
The cornerstones of our firm are respect and trust
among our employees.

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Open andHonest Feedback

Antidiscrimination

We place a high value on maintaining anenvironment of open and honest feedback,mentorship, and continuous improvement.
Although feedback can take many forms, wehave an obligation to be both constructive
and direct. Providing and receiving realtime, constructive comments serves as aninvaluable mechanism for identifying andamplifying areas of strength and scopefor improvement.

We collectively respect and value the diversity
reflected in our various backgrounds, ideas, andexperiences. We each contribute to and help sustain
an inclusive work environment that fosters respect for
one another and for our clients. Accordingly, we do
not discriminate in any way against any employee orapplicant for employment on the basis of race, color,age, religion, sex, sexual orientation, gender identity
or expression, national origin, ancestry, physical ormental disability, family or marital status, pregnancy,
or genetics.

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LOL...

This commitment extends to all aspects of
employment, including recruitment, hiring,evaluation, promotion, compensation, training,development, and termination.

Using Social
Media Properly

Comply with BCG’s
policies and values whenit comes to acceptablebehavior online.

Social media provides unique opportunities fordiscussing, sharing, and interacting with information
online. We encourage active engagement with BCG’s
online presence, but we are expected toact appropriately and abide by the following:

Use common sense
and your best judgment.
Always consider who you
are connected to and how
your actions online could
affect your personal image
as well as BCG’s.

Do not share protected
or confidential data,such as client names,
copyrighted materials,
inside information, andpersonal information.

We are committed to always acting responsiblyand exercising good judgment when using social
media, both in its current form andin whatever shape it may take in the future.

Do not share content that
violates the Code of Conduct
or any global policies, such as
discriminatory or harassingcomments and inappropriate orembarrassing images.

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Harassment

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BCG does not tolerate harassment in any circumstances.
Harassment can take many forms—including verbal
remarks, physical advances, sexual advances, bullying, andvisual displays—and may come from colleagues, clients, or
suppliers. Although the legal definition of harassment mayvary depending on location and cultural norms, BCG has
high standards prohibiting all formsof harassment, which are applied globally and rooted
in our core values.
Harassing behavior creates an intimidating, offensive, ordemeaning environment for another person. Although ourenvironment can sometimes be stressful, client pressureand deadlines are never an excuse for intimidating,offensive, or demeaning behavior.
Sexual harassment may include unwanted advances,
inappropriate sexual jokes, sexually suggestive comments,
touching, requests for sexual favors, displaying sexually
explicit material in the workplace, and inappropriate
comments about another person’s appearance.
Other harassment may include verbal behavior, suchas teasing, verbal abuse, offensive comments, obscene
language, threats or ridicule; visual behavior, such as
drawings, online posting, emails, and signage; and physicalbehavior, including assault and physical interference.
It may also take the form of bullying or abuse of aleadership position, such as when a person in a positionof power makes unwanted sexual advances or implies that
employment decisions may be affected by acceptance orrejection of sexual overtures.

If you believe that you have experienced or observed
any discriminatory or harassing behavior, please
discuss the situation with the designated contacts inyour office, your local HR manager, the local officeleader, BCG’s Ombudsperson, or any Managing
Director & Partner with whom you are comfortable.
Transparency and dialogue are critical to ending
these behaviors. In no circumstances will anyone
be subject to any form of retaliation for raising a
concern in good faith or for participating in
an investigation.

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Maintaining a Safe,
Healthy, and Professional
Workplace
SafetyBCG is committed to providing a safe, secure work
environment for all of us. A safe work environmentis free from all forms of violence, including verbal,
physical, or sexual threats, intimidation, abuse, andany type of physical assault. If you witness an act ofviolence, you are required to report it. Weapons are
not permitted in the workplace for any reason,
at any time.
If you are asked to travel to a less stable area of theworld, make sure that the location is authorized, andproperly assess any travel risks. Our Global Safety andSecurity website clearly designates the countries andcities for which travel requires preapproval or to which
travel is prohibited. We are able to opt out of travelingto locations that make us uncomfortable, withoutcareer repercussions.

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Well-Being

Personal Relationships

We accept the responsibility as a group and as individuals
to help prevent situations that jeopardize our health andwell-being. If you notice a colleague experiencing issues
such as stress, insomnia, depression, eating disorders,or substance abuse, please contact your local HR
representative. If you experience situations affecting yourown mental or physical health, seek medical help.

As professionals, all members of BCG are expected to
distinguish between their personal and professional
relationships in the context of working at the firm.
We recognize that a romantic or sexual relationshipcould impact an individual’s role as a team member,supervisor, or manager in such a way that anotherindividual’s terms of employment, evaluation, or career
progression could be affected. This applies especiallyin circumstances where two individuals are in different
positions in the professional hierarchy.
Such relationships can also pose actual or perceived
independence or conflict-of-interest issues in the eyes ofthe public, clients, and colleagues. In this situation, youare expected to share the existence of the relationshipwith a Managing Director & Partner, a member of local
leadership, or an HR representative, who will treat the
information with appropriate discretion but also help
manage any associated employment-related risks.

Professional behavior is always expected of us. You must
not perform work under the influence of alcohol or drugs,
and you must not possess, sell, or otherwise provide
illegal drugs to another employee, contractor, supplier, orclient. You should always abide by any applicable laws andclient policy requirements.
Although BCG provides many opportunities for social
interaction and affiliation outside the work place, allevents are still in a work environment. Nonalcoholic
options should always be made available, and individuals
should never feel pressured by others to consume alcohol.
Excessive consumption of alcohol is strongly discouraged,
and senior members of the BCG community may attend
events and monitor for behavior that might violate ourestablished norms. All employees are expected to arrive
at work and at BCG- sponsored events able to performsafely and acceptably without any limitations due to theuse or aftereffects of alcohol, illicit drugs, nonprescription
drugs, prescribed medications, or any other substancethat may impair judgment or performance. If you suspect
impairment in others or wish to report your own inability
to work safely, contact your local HR representative.

We accept the responsibility as agroup and as individuals to help
prevent situations that jeopardize
our health and well-being.

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Our Commitment
to the Firm

BCG’s reputation—and the trust and integrity on
which it is built—is the foundation of our business.
We all have the obligation to protect the reputationsof our colleagues, ourselves, and our firm.
Furthermore, in our commitment to the firm,
we have a duty to commit to each other, comply withall relevant laws and regulations, and uphold ourfirm’s policies and guidelines.

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Conflicts of Interest

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Conflicts of interest can arise when our personal
interests interfere with the ability to perform
our jobs effectively and without bias, or when
our professional responsibilities to one client
might affect our obligations to other clients.
We must avoid engagements, investments, andassociations that could raise such conflicts. Even
the mere appearance of a potential conflict canbe problematic. We make decisions and act in amanner that is independent and objective.

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If you have any questions about whether you have aconflict of interest, raise it promptly with your manager
or with any of the other resources listed in this Codeof Conduct. Specifically, you must raise any actual or
potential conflict to the relevant practice area leader,
your office leader, the client coordinating officer, andthe legal team. When the conflict arises from an
opportunity to support multiple buyers or sellers in equity
transactions, a request to serve as a testifying expert ina dispute, or support for a COGS project, please leverage
our “Conflict Clearance” process.

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The following are some situations that could give rise to actual or perceived conflicts.

1. Client Engagement
BCG engages with multiple clients within a single
industry; with clients engaged with other BCG
clients in supplier relationships; and with multiple
clients involved in a single transaction, such as anequity purchase. Where an engagement might affectthe interests of another client, it is imperative that
we disclose this situation internally, maintain robust
ethical walls, and take any other steps needed to
avoid a conflict.

2. Outside Employment and Leave of Absence
Although we expect all employees to dedicate their fulltime professional efforts to BCG, we support individuals
who explore diverse interests and hobbies outside theworkplace. However, such activities must not conflictwith or affect the employee’s ability to perform his or
her job responsibilities at BCG. Employees must be
forthcoming about any potential professional external
employment and should initiate conversations regarding
outside employment, including any advisory or contract
work, with the local HR manager, office leader, or office
coordinator before committing to any such work. If an
employee needs to take a leave of absence, we willconsider each request on a case-by-case basis in lightof individual circumstances, business needs, and inaccordance with local laws. For more information, please
consult your local HR representative.

3. Board Memberships
We review opportunities to serve on Boards
in a manner that manages conflicts of interest
and reinforces BCG’s role as an advisor.
All Board requests should be submitted forreview and approval through BCG’s online
compliance platform.

4. Financial Interests
BCG respects each individual’s right to manage his or
her personal finances. However, some outside
financial interests may improperly influence—or could
be perceived by others to influence—the performanceof your job at BCG or create a conflict of interest.
Furthermore, we expect all employees to manage theirpersonal finances in an ethical and responsible manner,such as by complying with local tax regulations.

Guidelines for Navigating Conflicts
An important element of BCG’s approach to navigating
conflicts is our “12-month rule,” which prohibits
individuals staffed on a client matter from working on asimilar matter for a direct competitor within
12 months of completing a case. Adhering to this rule
reduces the risk of a perceived or real conflict.

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Insider Trading
BUY

Working at BCG, we often become aware of
information about BCG, our clients, or theirbusiness partners before the public does. In
addition to maintaining the confidentiality of thisinformation, we are prohibited from using it for our
personal benefit. We are also prohibited frommaking any investment decision based on any
material, nonpublic (or inside) information we
have access to or providing this information toothers who then, in turn, make investment
decisions based on it.
“Material, nonpublic (or inside) information”
includes any nonpublic information that areasonable investor would consider importantwhen making an investment decision, such as
buying or selling stock.
We and our Related Parties are prohibited fromtrading in securities of publicly listed single-nameissuers, or using material nonpublic information in
any investment decisions. We must also be careful
not to disclose any inside information to Related
Parties, investment advisors or any other thirdparties. We must certify our personal compliancewith the ITP annually and serve as an intermediary
between BCG and our Related PartiesSELL

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Data
Protection

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We respect and adhere to all local laws and regulations dealing withthe protection of personal information and the rights and freedoms ofindividuals. When we process data classified as personal data, we doso in a lawful and confidential way, limiting access to only those whoare authorized. We minimize the collection of personal data or utilize
anonymized data as much as possible. However, when we do collectpersonal data, we ensure it is accurate to the best of our knowledge andis used only for the purpose for which it is collected. Once the purpose
is fulfilled and there is no longer a need to hold the data, appropriate
measures are taken to delete the data.
We believe security is important when working with our suppliers.
When we require third parties to process personal data on our behalf,
we contractually agree to the terms and procedures of their processing
activities to ensure that the appropriate level of security and dataprotection are in place.
In the event that the rights and freedoms of an individual may becompromised, we must report and escalate every incident immediately to
the IT Service Center, a member of which will escalate and trigger activity
to determine if a breach has occurred. We are committed to maintaining
full compliance with applicable rules and regulations in the event of adata breach.
Every BCG employee is committed to respecting and safeguarding thepersonal information of fellow colleagues. For our work within the firm,
we understand and honor BCG’s data-protection principles and global
data-privacy regulations.

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Keeping
Accurate Records

Disclosure of
BCG Information

We all play a role in ensuring the integrity of
our financial statements. It is up to each of us
to make sure that we engage only in legitimate
and authorized business transactions, andthat every piece of data we submit to the firm’srecords, including personnel, time, and expense
documentation, is absolutely honest, accurate, andcomplete. We must exercise good judgment andfollow BCG’s system of internal controls and allapplicable accounting requirements when recording
this information.

As a private firm, BCG is sensitive to the distributionof information outside the firm. There are four
approved sources of data for external disclosure.
Released only on an as-needed basis,these include the following: official letters of public
disclosure, CFO letters (such as financial disclosures
to landlords and for client requests for proposals),BCG Backgrounder, and marketing “marquee decks.”

We always provide auditors and investigators with
the information to which they are entitled. This
responsibility includes fully cooperating with any
legitimate audit or investigation and avoiding any
action that could cause obstruction or delay. If you
have questions or if you suspect an accounting,audit, or other business irregularity or potential fraud
within BCG, bring your concerns to the attention of
the financial controller, office or system leader, orOmbudsperson immediately.

Response toExternal Nonclient
Contacts

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The financial controller or manager in each local
office is responsible for ensuring that all functions
within the office are aware of the standard sourcesand data that can be disclosed externally. He or she
is also responsible for discussing and escalating any
nonstandard requests. Nonstandard requests shouldbe escalated to a central mailbox managed by thefinancial and legal teams for review and coordination
with other global functions as needed.

Media and Analysts

Complying with Investigations

To preserve our reputation for integrity, we need toensure that our external communications supply an
accurate, consistent, and honest picture of the firm andof our business plans and activities. Protect the firm by
not making public statements on BCG’s behalf unless
you have been designated as an official spokesperson.
If investors, security analysts, members of the press, orother public representatives request information fromyou, even informally, please refer them to BCG’s media
relations team. Refer requests from government officials
or attorneys to BCG’s legal team.

We must provide all information requested in any audit
or investigation conducted by BCG or any government
authority. If you are notified that documents in yourpossession are subject to a legal hold or subpoena or are
needed as part of an internal investigation, you must not
destroy, conceal, or alter these records in any way. Whenparticipating in any investigation, whether conductedby the firm or any authority, we make only truthful andaccurate statements. If you are unexpectedly contacted
by an outside investigator, let your local office leader
know right away.

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Intellectual Property (IP)Protecting Tangible
and Intangible Assets

Physical Assets
We are entrusted with many of BCG’s assets on adaily basis. We are responsible for protecting thisproperty and taking reasonable precautions tosafeguard it against theft, damage, or misuse. We
should use BCG property for business purposes
and report any losses or thefts to the IT Service
Center immediately.

BCG’s IP is valuable property and an asset wemust protect. IP may include BCG’s or our clients’
confidential information and trade secrets—
information that gives BCG and our clients acompetitive advantage. BCG’s IP also includes unique
technical and digital offerings like systems, algorithms,
and functions embedded in software products inwhich BCG retains ownership (whether developed
during a client relationship or not). Inappropriate or
unauthorized sharing or use of this IP can be extremely
harmful to BCG and our clients. This includes
information communicated in both physical andelectronic form as well as verbal conversations.
As a general rule, BCG IP includes all IP createdwith company materials, on company time, at thecompany’s expense, or within the scope of our work
at BCG. You are prohibited from taking knowledgematerials, case materials, training materials, digitalproducts or source code, or any other BCG client
documents with you if you leave BCG.

We are committed to complying with copyright laws
and must be particularly mindful not to infringe on
the copyrighted material of others. Copyrighted
materials can include, but are not limited to, books,
articles, photos, charts, works of art, logos (including
those used in client presentations), software, andsource code. Any such material that belongs to others
may not be used, posted, copied, or transmitted
through the firm’s systems without permission
from the copyright holder.

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Using Our
Technology
Appropriately

Using our technology in a professional manneris essential for acting in accordance with BCG’svalues and for maximizing our productivity.
BCG forbids using company networks or computer
systems for unauthorized, illegal, or unethicalpurpose and reserves the right to monitor our use
unless prohibited by local laws.
Furthermore, we should always apply soundjudgment when using company devices andtransmitting information. For example, use yourlaptop and mobile device as business tools andminimize the installation of nonessential businessapplications and files.
E-mail, instant messages, and text messages
should be composed with the same care that you’dtake while composing any other BCG document.
Electronic messages, both personal and businessrelated, are lasting and recoverable records thatcan easily be copied, altered, and forwarded
worldwide without your knowledge or consent.
BCG also issues specific guidance to all employees
on a periodic basis regarding the appropriate use oftechnology. Computer and software updates may
be required to ensure the protection of BCG
systems and devices. Employees must comply
with this guidance.

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Information Security
It is our responsibility to ensure the security of ourresources and information at BCG. Only BCG-approved
software and applications should be used for businessand client-related communications. Confidential clientand company information should be stored only
on BCG-approved devices or online file-storage
solutions, and no information should be transferred tounapproved portable media devices or to unsanctioned
internet-based services. Employees are provided withpermitted devices and services, many of which canbe accessed via the IT Service Center.
All portable devices are encrypted and password
protected to ensure the security of our information.
It is your responsibility to protect your password,
to refrain from sharing it with anyone, and to notify
your management and IT immediately if you suspect it
has been compromised.
BCG has access to confidential client information andalso creates intellectual property, making it a potential
target for cyber criminals who may attempt to access
BCG’s networks through hacking or phishing. To protect
our data and the firm, we must understand and adhere
to BCG’s security policies and guidelines.

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Our Commitment
to Society

At BCG, we believe that the role of business in society has
evolved. Today, a positive societal impact must be a centralcomponent of strategy rather than a byproduct of
success. We are guiding our clients through this change andbringing it to our work across the private, public, and social
sectors. Internally, we are continually driving social impact
and sustainability efforts as we join the global fight against
climate change and move development initiatives forward.

OUR COMMITMENT TO

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Environmental
Sustainability

Positive andLasting Impact
Our commitment to effecting positive change is oneof our founding values, and we embrace the work it
takes to create true, lasting influence in our global
communities. We partner with our private- sector
clients to transform their capacity to deliver positivesocial impact, helping them think beyond traditional
corporate social-responsibility initiatives andincorporate total societal impact as an integral partof their corporate and business strategies.
Our work in the public sector, including businesswith governments and government-owned entities,
is guided by a mission to improve the financial,economic, and societal well-being of the countries
for which we work, and to benefit the citizensof those countries. We also engage with our global
social-impact partners and local nonprofits toadvance their efforts in addressing someof the world’s most pressing social andenvironmental challenges.

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As good corporate citizens, we acknowledge our
responsibility for the negative consequences of ourbusiness on the environment and are committed tominimizing them. We comply with, and try to exceed,
all environmental laws, rules, and regulations in effectin the locations where we do business.
We aim to continuously improve our environmental
performance by integrating environmental bestpractices into our business operations. This includes
the efficient use of natural resources and theminimization of waste during our workdays andin the design of our business processes.
In particular, we recognize the gravity of the challengethat climate change poses to society and arecommitted across the whole firm to carbon neutrality
for all our emissions. We will measure and makereductions to our footprint where possible and offset
any unavoidable emissions.

In these efforts and in all our work, we upholdindividual human rights without compromise,
supporting and aligning with the ten principles of theUnited Nations Global Compact (UNGC).
We are committed to incorporating the UNGC goals
into the strategy, culture, and day-to-day operations of
the firm. We provide fair wages for those who work on
our behalf, we have no tolerance for the use of childor forced-labor practices, and we will not knowingly
do business with partners or suppliers that violate ourpolicies and standards.

Everyone has a role to play in ensuring we continue tominimize our environmental footprint, and each of us
is encouraged to take personal responsibility to address
the direct and indirect repercussions of our actions, getinvolved in local efforts, and submit suggestions andideas for improving our environmental performance.

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Preventing Corruption

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Approach to Gifts and Entertainment

BCG believes in winning business through thestrength of our people and our commitment toexcellence, innovation, and integrity. We abideby all laws, treaties, and regulations that prohibit
bribery and other corruption, including the Foreign
Corrupt Practices Act of the US and the Bribery Act
of the UK, which are international in their reach.
This means that BCG will not, either directly or
indirectly through the use of third parties, offer,attempt to offer, solicit, authorize, or promise
any sort of bribe or kickback to obtain an unfair
business advantage.
This prohibition applies to our approaches toward
offering any benefits to clients, acquaintances,or third parties in the form of:Payment for meals, hotels,
flights, entertainment, sporting
events or other expenses

Facilitation payments are also forbidden. These aresmall payments made to individuals to expedite
routine government actions, such as issuing
permits. The policy extends to all members of the
BCG community, including officers, employees,
contractors, clients, and others with whom we
conduct business.
You should, of course, make any payment thatmight be demanded in the event you believe yourimmediate safety is in danger if you do not makethe payment. Such instances should be reported
immediately to your direct leadership and BCG
legal team.
Anticorruption laws are applicable around the world,
and the consequences for their violations are severe:
they include imprisonment, fines, exclusion frompublic- and private-sector contracts, and damage tothe reputations of BCG and the individuals involved.
BCG has zero tolerance for any bribes or other formsof corruption.

Discountsand favors

Business or
employment
opportunities

Charitable
contributions

In all business dealings, BCG staff members must conduct
themselves in ways that avoid any impropriety, whether
real or perceived. Staff may occasionally give modest
gifts to, or receive such gifts from, current or prospective
clients or suppliers. However, allegations of bribery or
corruption can easily arise if such offerings suggest thatfavorable treatment was given or received with the intent
of influencing a business decision. To minimize suchrisk, BCG staff may give or receive only gifts, meals, andentertainment that meet the following requirements:
gifts must be reasonable, infrequent, unsolicited, neither
cash nor cash equivalents, not offered or received aroundthe time of a request for proposal or in response to one,
documented (you should record the donor, recipient, date,and purpose), in compliance with applicable local laws andregulations, and in compliance with our client’s policies.
Each office has established gift parameters. The simplest
way to assess whether a gift or offer of hospitality could
be problematic is to review your office gift policy and ask
yourself, “Will the offering be perceived as a bona fide
gift or as an improper attempt to influence an outcome
or behavior?” Similarly, how would such an offering beperceived by clients or authorities if it were published on
the front page of a newspaper? Any gift or other offeringthat does not conform to our standards should be discussed
in advance with an office leader, regional chairperson,or member of the legal team, who will help determine
whether giving or receiving such an offering is appropriate.
In cases where local norms would make refusal of a giftawkward for BCG, gifts may be accepted on behalf of thefirm and turned over to the office leader for appropriate
documentation and disposition.

Any other benefit
or consideration
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Guidelines
for Community
Participation

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Principles for Company
and Personal Charitable Activities

Personal
Political Activities

BCG participates in and supports many of the local
communities in which we live and work. As a private,worldwide institution, selecting among worthy causes indifferent parts of the world can be a complex task. We
strive to provide support and funding to local charities thatalign with our business principles. As individuals,
we are also encouraged to support our local communities
and charitable organizations, whether financially or byvolunteering our time. However, if we wish to use anyof the firm’s resources—including time, equipment, or
facilities—we should first obtain approval from our local
office leader.

Individually, we are free to engage in personal politicalactivities as we choose, but we should be careful to makeclear that our views are not those of BCG and are notsupported by the firm. For instance, we are free to donate
to parties or candidates privately, but we must always
make certain not to use BCG time or resources during
the course of personal political activity. We must also
refrain from using BCG’s name when participating in thepolitical process, including when running for public officeor endorsing a political candidate.

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Conclusion

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BCG’s Code of Conduct builds on the firm’s value statement andprovides an overview of the key company policies, professional
standards, and legal requirements that you are expected toknow and follow. Overall, adherence to the Code of Conduct will
help strengthen our commitment to our clients, to one another,to the firm, and to society.
We are all encouraged to seek out and team up with the rightindividuals to help identify or resolve challenging situations,ethical dilemmas, and behavior that is inconsistent with theCode of Conduct. You should always feel encouraged to ask
questions or raise potential concerns by contacting one or moreof the resources identified within the Code of Conduct.
We should all lead by example and ensure that BCG’s values
and standards are widely known and effectively applied.

We should all lead by example
and ensure that BCG’s values
and standards are widely known
and effectively applied.

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