global code of business conduct and ethics (anexo i)

8/8/2019 Global Code of Business Conduct and Ethics (ANEXO I)

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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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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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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.

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