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Global Code of BusinessConduct and Ethics
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2007 Hay Group. All Rights Reserved
Message from the chairman
Dear Colleagues:
The Hay Group Global Code of Business Conduct and Ethics (the Code) is our compan
of commitment to the highest standards of integrity and ethical behavior.
Acting with integrity in all we do will serve all stakeholders of the company, including our
owners, clients, vendors and communities. The scope of the Code is global. It applies to
Group employees, associates, independent contractors and directors. Although the Code
many subjects, it is intended to provide general guidance.Compliance has been a part of Hay Groups over 65 years of existence.
Compliance is a very important company policy and one that is directly related to our futu
culture of compliance, we may avoid undue risk and potential liability, and maintain and in
Monitoring compliance helps us to improve quality of our service and our relationships wi
Hay Group is dedicated to not only achieving compliance with the laws affecting our busi
standards.
If you have any questions after reading this Code, you may direct them to the Chief ComCounsel of Hay Group.
Chris R. Matthews
Chairman
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2007 Hay Group. All Rights Reserved
Introduction
Always act with integrity
This Code of Business Conduct and Ethics (the "Code" or Code of Conduct
commitment of HG (Bermuda) Limited and its worldwide affiliates (collective
business in accordance with all applicable laws, rules and regulations and th
All employees, associates, independent contractors and directors are expec
Hay Group Whistleblower Policy is part of the Code.Hay Group also expects our suppliers and vendors to abide by this Code.
This Code is not intended to cover all laws or policies nor every possible eth
The Code should be read and treated as a supplement to: (i) the Hay Group
Professionals (September 2006); (ii) local company policies in effect from tim
applicable professional codes of ethics that have the force of law in particula
Group operates. Each employee should read and become familiar with the
part of the Code. Our managers must be the models of ethical behavior. The
Policy is part of the Code.
If you have questions about this Code or are unsure whether it applies in a s
your manager or the Chief Compliance Officer.
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Compliance with laws, rules, andregulations
It is Hay Groups policy to comply with all applicable laws, rules an
us must be dedicated to complying fully with the letter and spirit of
regulations that apply to our business. The Policy Guide provides
the laws, rules and regulations that apply to Hay Group's activities
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2007 Hay Group. All Rights Reserved
Insider trading
Hay Group does not use confidential information
for personal gain.
Insider trading is both illegal and against our
policy. We do not buy or sell shares or help others
to buy or sell shares of companies, based on
important secret information before suchinformation is made available to the public. Material
inside information may include mergers,
acquisitions, financial results, or management
changes.
Anyone who is uncertain about the rules involving
insider trading must consult with the ChiefCompliance Officer before making any purchase or
sale of shares or debt.
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Insider trading sample situations
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Intellectual property
The single most valuable asset of Hay Group is our brand. We have established t
brand over our 65 years of acting with integrity as trusted advisors to clients. We ptrademarks and trade secrets zealously.
Hay Group respects the property rights of others, including their copyrights, tradem
and know-how. Our employees understand that unauthorized copying of copyrigh
permitted, and may subject Hay Group and the individual employees to legal liabil
permission is required to use another persons intellectual property.
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Intellectual property sample situation
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Confidentiality and privacy
Hay Group employees often learn confidential, proprietary or priva
firm, its clients, prospective clients and other third parties. Employ
confidentiality and privacy of all information so entrusted to them, e
is authorized or legally mandated.
Confidential or proprietary information includes, among other thing
information concerning the firm, including its businesses, financial prospects. It also includes any non-public information provided by
expectation that the information will be kept confidential and used s
purpose for which it was disclosed. Employees must protect the pr
and clients.
Hay Group employees understand that we should not expect priva
Group computer systems, telecommunications, Internet access, anservices on the job. We acknowledge Hay Group reserves the righ
and property. Employees should refer to the policies set forth in the
Confidential or Proprietary Information.
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Confidentiality and privacy samplesituations
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Personal conflicts of interest
A personal conflict of interest occurs when an
individual's private interest interferes with the
interests of Hay Group. An employee must
never use or attempt to use his or her position
at the firm to obtain any improper personal
benefit for himself or herself, for his or her family
members, or for any other person, from any
person or entity. Hay Groups interest must
come before the personal gain of our employees.
We seek to avoid even the appearance of a
conflict of interest.
Any employee who is aware of a transaction or
relationship that might give rise to a conflict of interest should discu
with the appropriate Human Resources Department or the Chief C
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Personal conflicts of interest samplesituations
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Corporate opportunities
Employees owe a duty
Group's legitimate bus
to do so arises. Emplo
themselves or for a thi
that arises through the
information or position
been offered the oppo
are prohibited from us
or position for personafor business.
SAMPLE
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Integrity and fair dealing
Hay Group acts with integrity at all times by being honest, by follow
treating others fairly and respectfully. Our reputation and success d
dealing. Hay Group does not seek competitive advantage through
business practices, such as antitrust or unfair competition law viola
Each employee must deal fairly with all of our stakeholders, includi
employees, and service providers, as well as our competitors.
We do not offer or give money or gifts to any government official o
candidate for an illegal purpose. We do not violate our clients polic
the giving of gifts.
No employee should take unfair advantage of anyone through man
abuse of privileged information, misrepresentation of material facts
practice.
Hay Group recognizes that information about competitors, custome
valuable asset. We obtain such information legally. We do not seek
information from the current or former employees of our competito
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Integrity and fair dealing samplesituations
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Equal employment opportunity andharassment
Hay Group has conc
and individual worth
Harassment is not to
Hay Group treats all
by their qualifications
demonstrated skills w
color, gender, religionveteran status, marita
orientation. We afford
to each individual's te
employment and in re
that affects the worki
employee. We prom
employment practiceGuide.
SAMPLE
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Protection and proper use of companyassets
All employees must protect Hay Group's assets and
ensure their efficient use. All Hay Group assets
should be used for legitimate business purposes only.
Any personal use of Hay Group assets must be
incidental and insignificant in cost and time. Hay
Group has a records management policy with which
all employees must comply. We must preserve, and
not change, hide or destroy any records that aresubject to an investigation or which may be used in
any official proceeding. Please refer to the Policy
Guide.SAMPLE SITUATION
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Environment, safety, and health
Hay Group is comm
and safe place to w
promoting practices
environment. We b
stewards of the wo
live. We expect our
free from the influe
could impair them fperformance of the
SAMPLE SITUATION
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Compliance and reporting
Employees must try to identify and raise potential issues before they lead to problems. A
aware of any existing or potential violation of this Code must promptly notify the Chief Co
may report suspected violations of law or this Code anonymously. Hay Group will take ap
preventive action to address any reported existing or potential violation of this Code. Hay
any person who reports suspected violations of law or this Code. It is a violation of this C
known to be false. Any questions relating to how this Code or the policies in the Policy G
to the Chief Compliance Officer. Refer to the Policy on Reporting Suspected Violations o
SAMPLE SITUATION
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Audit function organizational chart
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Reporting Suspected Violations of Law or Company Policy
(Whistleblower Policy)
Procedure
The Company has developed these procedures to fulfill its responsibilities and to ensure thatany complaints concerning suspected violations of law or Company policy, including our Code
of Conduct, are promptly and effectively addressed. The term Hay Group or the Companyas used in this Policy shall mean HG (Bermuda) Limited and its global subsidiaries and
affiliates.
Definitions
1. Accounting Matters includes, without limitation, (i) fraud, deliberate error or
misrepresentation in the preparation, evaluation, review or audit of any financialstatement of the Company, (ii) fraud, deliberate error or misrepresentation in the
recording and maintaining of financial records of the Company, (iii) deficiencies in or
noncompliance with the Companys internal accounting controls, (iv)misrepresentations or false statements to or by a senior officer or accountant regarding a
matter contained in the Companys financial records, financial reports or audit reports,
(v) deviation from full and fair reporting of the Companys financial condition.
2. Complaints include any adverse information provided to the Company, whether in the
form of a concern, a demand for remedial action, or a report of a suspected violation ofany law or Company policy, including but not limited to, Accounting Matters.
3. Violation means any act or omission by an employee that is against the law or
Company policy.
Submission of Complaints
1. An employee who has a good faith belief that a violation of law or Company policy may
occur, is occurring or has occurred, has a duty to report it under this Policy, except in
those countries whose laws prohibit the placement of such a duty on employees.
2. An employee may submit a Complaint to the General Counsel or through the customary
internal channels, namely, to the persons identified for that purpose in the applicableCompany policies, or to the employees manager or the country General Manager,
except where such individuals are the subject of the Complaint, then to the General
Counsel. For clarity, all suspected Violations of U.S. criminal laws must be reported tothe General Counsel.
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3. Complaints, including Complaints by non-employees, may be submitted to the General
Counsel of Hay Group in any of the following ways:
- Telephone: a U.S. toll-free number (1-800-718-4429) is available at all times(the Compliance Hotline), or directly to the General Counsel at 215-861-
2475;
- E-Mail: e-mail Complaints may be forwarded to the General Counsel of HayGroup ([email protected]); and
- Mail: Complaints may be mailed directly to the General Counsel at the address
below or submitted to any Hay Group office in a sealed envelope, which
envelope shall be forwarded unopened to the General Counsel, by interoffice
mail, regularmail or other means of delivery, addressed as follows:
Private and Strictly Confidential
Attention: General Counsel
Hay Group, Inc.
100 Penn Square EastPhiladelphia, Pennsylvania 19107-3388, USA
Complaints should contain as much specific information as possible. Anonymous
Complaints are permitted.
Treatment of Complaints
1. Upon receipt of a Complaint by the General Counsel, the General Counsel will (i)determine whether the complaint pertains to Accounting Matters, and (ii) when
possible, acknowledge receipt of the Complaint to the sender.
2. Assessment, investigation and evaluation of Complaints shall be conducted by, or at thedirection of the General Counsel or the Audit Committee.
3. Complaints relating to Accounting Matters will be reviewed under Audit Committeedirection and oversight by the General Counsel, Internal Audit or such other persons as
the Audit Committee determines to be appropriate. Confidentiality will be maintained to
the extent possible, consistent with the need to conduct an adequate review.
4. The General Counsel shall inform the Audit Committee of all Complaints received by
the General Counsel, with an initial assessment concerning each Complaint. TheGeneral Counsel shall have the ability to consult with any member of management who
is not the subject of the alleged Violation and who may have appropriate expertise or
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knowledge to assist with the investigation.
5. All Complaints and all related data shall be collected and managed in accordance with
all applicable data protection and privacy laws.
6. The General Counsel shall report to the Audit Committee periodically about the process
for receiving Complaints, so that the Committee can ensure that the process issatisfactory in its efficiency, accuracy, and timeliness, protection of confidentiality, and
effectiveness. Legal or other requirements may not allow for complete anonymity.
7. Prompt and appropriate corrective action will be taken when and as warranted in the
judgment of the Audit Committee.
8. The Company will not discharge, demote, suspend, threaten, harass, retaliate or in anymanner discriminate against any employee based upon any lawful actions taken by such
employee with respect to any good faith reporting of Complaints.
9. The Company may take disciplinary action against any employee who violates this
Policy, acts in bad faith or misuses this Policy.
Compliance with local laws
Where required by the applicable local law:
1. Scope: Complaints from employees shall be limited to Accounting Matters and other
substantial misconduct that affect the vital interests of the Company, and must describeall facts as alleged.
2. Notice: The person to whom the Complaint is made shall provide prompt writtennotice to the person alleged to have violated this Policy, unless doing so would pose a
substantial risk to the evidence gathering process or for other legitimate interests of the
Company.
3. Deletion: Complaints determined to be unfounded shall be promptly closed and
related data deleted permanently. Personal data must be deleted two months after theclose of a Complaint, unless the investigation remains open or disciplinary action has
been taken against an unfounded Complaint.
4. Translation: Translations shall be made of this Policy and related communications tothe employees.
5. Notification: The local data protection authority or other authority shall be notified ofthis Policy and the Company shall notify and coordinate with the applicable works
council concerning this Policy.