2 A MESSAGE FROM TROY WOODS The TSYS Code of Business Conduct and Ethics is a practical reminder of our commitment to maintaining the highest ethical standards which have made our company what it is today. TSYS was founded on a culture which embraces doing the right thing and treating people right. This culture remains strong today and is integral to our People-Centered Payments brand promise. Outlined within the Code are basic principles and behavior standards expected of each and every TSYS team member. You should refer to the Code and use it as an ethical roadmap when making business decisions on behalf of TSYS. Standing by our Code goes beyond compliance with laws and regulations. Sometimes, it means taking an unpopular position or results in losing business. But, at the end of the day, our clients expect nothing less than the highest ethical decisions from everyone at TSYS. I assure you that your adherence to the TSYS Code is to your best benefit and to the benefit of our company and our shareholders. Thanks for all that you do every day for TSYS! M. Troy Woods Chairman and Chief Executive Officer
3 TSYS Code of Business Conduct and Ethics 1 Table of Contents Business Conduct and Ethics...2 1> Our reputation is our most important asset Our Corporate Values...3 2> At TSYS we are committed to working as a team, living our values, managing our resources and making others successful Compliance with Laws, Rules and Regulations Guiding Principles for All Additional Responsibilities of Leaders Seeking Guidance and Reporting Issues No Retaliation Disciplinary Action...6 3> I will strive to always do the right thing Concerns about Accounting, Internal Accounting Controls or Auditing Matters...7 4> I will take 100% Responsibility for my actions Conflicts of Interest Insider Trading Corporate Opportunities Competition and Fair Dealing Obtaining and Using Business Intelligence Third-Party Intellectual Property Business Gifts, Entertainment and Travel Record-Keeping, Accounting and Auditing Confidentiality Protection and Proper Use of Company Assets Use of Company Funds Use of Social Networking Sites > At TSYS every team member is a Risk Manager Data Protection Anti-Corruption Anti-Money Laundering and Countering Terrorism Health and Safety > I will treat others like they want to be treated Respect and Dignity Diversity and Equal Employment Opportunity Human Rights > I want to make a difference TSYS Global Citizenship Political Contributions > Supplemental Code Supplemental Code of Ethics for Senior Financial Officers > Waivers of the Code Waivers of the Code > External Reporting External Reporting...20
4 TSYS Code of Business Conduct and Ethics 2 Business Conduct and Ethics At the end of the day, all of us want to be proud of the work we do for TSYS, knowing that we have done our part to earn and maintain our reputation for doing what s right and treating people right every time. The TSYS Code of Business Conduct and Ethics covers a wide range of business practices and standards. However, it is not intended to cover every issue that may arise, but rather outlines the basic principles which guide our business. The principles and expectations outlined in this Code are applicable to every person conducting business on behalf of TSYS and its controlled affiliates, regardless of geographic location. This includes all team members and all levels of management, our Board of Directors, consultants, independent contractors and temporary workers. While this Code summarizes many of TSYS policies, it does not supersede them or act as a substitute for reading the policies that apply to your specific department or area of responsibility. At TSYS we expect anyone acting on our behalf to follow all applicable laws and regulations, this Code and TSYS policy, and to uphold our Corporate Values as you conduct business. If you have questions or concerns about what is proper conduct for you, or anyone else, promptly raise the issue with your manager, supervisor or the TSYS General Counsel s Office. The TSYS Code of Business Conduct and Ethics and all policies referenced in the Code are available to team members via the teamworks portal and also through the TSYS Team Pay and Benefits Center Knowledgebase at http: // payandbenefits.tsys.com. The Code can also be found in the Corporate Governance section of our external website at
5 1 Our reputation is our most important asset. TSYS Code of Business Conduct and Ethics Our Corporate Values define who we are and what we do: Integrity We are committed to the highest ethical standards the courage to do what is right drives our people in both their professional and personal lives. Relationships We value the worth of every individual, connecting with clients, team members and other stakeholders through collaboration, cooperation and service to achieve common goals. Excellence We are determined to deliver unparalleled quality and service with a sense of urgency, intensity and passion unmatched in our industry. Innovation We creatively develop solutions that meet our clients current needs and future possibilities. Growth We are results driven a quality that enables us to invest in technology, provide rewards to our team members and enhance our shareholder value.
6 2 At TSYS we are committed to working as a team, living our values, managing our resources and making others successful. TSYS Code of Business Conduct and Ethics Compliance with Laws, Rules and Regulations Obeying the law, both in letter and in spirit, is expected of all team members and anyone acting on behalf of TSYS. We must all respect and obey the laws and all applicable rules and regulations of the cities, states and countries in which TSYS operates. Because TSYS is a global company, this may get complicated at times because we are regulated by many different laws. Although you are not expected to know the details of each law, it is important you know enough to determine when to seek advice from your manager, supervisor, the TSYS General Counsel s Office or one of the other resources identified in the TSYS Issue Resolution Model below. 2.2 Guiding Principles for All Policies and codes alone cannot guarantee compliance with the law or ethical decision-making. Each of us must do our part. Here are some guiding principles for conducting business on behalf of TSYS: Act with honesty and integrity: Conduct all business with honesty, integrity and in a manner that protects TSYS image and reputation. Follow the rules: Follow all applicable laws, regulations and policies as you conduct TSYS business if you don t know, ask your manager, supervisor or one of the other resources identified in the TSYS Issue Resolution Model for guidance and help. Respect others: Treat others as they want to be treated... regardless of how they may treat you. This includes fellow team members, clients, business partners, governmental regulators and our competitors. When in doubt, ask: If you are unsure about law, policy, ethics or other compliance issues, ask your manager or supervisor or consult one of the other resources identified in the TSYS Issue Resolution Model. Report violations: If you suspect a violation of the law, this Code or TSYS policy, regardless of whether it is intentional, it is your responsibility to report it to your manager, supervisor or one of the other resources identified in the TSYS Issue Resolution Model. Cooperate with investigations: If you are asked about a potential violation, it is your responsibility to be forthcoming and tell the truth. Each of us every team member and anyone working on behalf of TSYS has the responsibility to ensure prompt and consistent action in response to violations, or potential violations of this Code. In some situations it may be difficult to know exactly what to do. Since this Code cannot anticipate every situation that may arise, it is helpful to have a way to approach these problems. Here are some steps to keep in mind: Make sure you have all the facts. Ask yourself: What specifically am I being asked to do? Is it the right thing to do? Is it consistent with TSYS Values and way of doing business? How could it impact TSYS reputation? Clarify your responsibility and role. It may help to get others involved and discuss the problem. Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.
7 TSYS Code of Business Conduct and Ethics Additional Responsibilities of Leaders Leaders have additional responsibilities. If you are a manager or supervisor, you are expected to lead by example, serve as a positive role model, and encourage others to follow this Code, TSYS policy and the law. Leaders responsibilities include: Monitoring and ensuring compliance with this Code by team members and others who conduct business on behalf of TSYS. Fostering a culture of compliance and ethics through personal example and being open and available to discuss ethical concerns. Ensuring new team members and other applicable persons complete job-specific compliance training. Protecting from retaliation any team member who reports, provides information regarding, or otherwise participates in an investigation regarding unethical conduct or legal misconduct. Reviewing on a periodic basis applicable TSYS policies with your direct reports. Reporting violations that others share with you. 2.4 Seeking Guidance and Reporting Issues If you are faced with a situation that may not comply with TSYS standards, or you are concerned that it may be unethical, inappropriate or illegal, you have a responsibility to raise that concern using the TSYS Issue Resolution Model shown below: I have a question or concern about an issue Discuss with the person(s) involved OR WORK WITH TSYS ISSUE RESOLUTION MODEL IF I WISH TO REMAIN ANONYMOUS Your Manager or Supervisor and if not resolved your Department Manager or Division Head Your HR Representative The TSYS General Counsel s Office MY CONCERN IS NOT RESOLVED Call the TSYS Helpline or In most cases, the best place to start is considering the steps you can personally take to try to remedy the situation. If possible, discuss the concern directly with the person involved. If this is not feasible try to resolve the concern through your manager or supervisor, and if not resolved, your department manager or division head. You may also raise your concern with your HR Representative or by contacting the TSYS General Counsel s Office at Your identity and the information that you provide will be shared only on a need-to-know basis with those responsible for resolving your concern.
8 TSYS Code of Business Conduct and Ethics 6 Seeking Guidance and Reporting Issues cont. In cases where you do not feel it is appropriate to discuss an issue with the persons listed in the paragraph above, or if you would like to remain anonymous, you may call the TSYS Helpline at any time in the U.S. at , or internationally at The TSYS Helpline is staffed 24 hours a day, seven days a week by an independent third-party provider. If you want your identity to remain anonymous, it will be protected as allowed by law; however, some non-u.s. countries may not permit anonymity in certain cases. In addition, we may not be able to conduct an effective investigation if you decide to remain anonymous. 2.5 No Retaliation You can be confident that you can report concerns about conduct that may violate this Code, TSYS policy or legal requirements without fear of retaliation and that your concerns will be fully investigated in a timely manner. TSYS has a strict no retaliation policy and will not tolerate retaliation of any kind against team members for good faith reports of suspected violations of this Code or any TSYS policy or legal requirement. Good faith means that you believe the information you provide is truthful, even if it later turns out there was a misunderstanding. 2.6 Disciplinary Action Team members and leaders who fail to comply with the spirit or letter of this Code, TSYS policy or applicable law are subject to disciplinary action up to and including termination of employment. John has become suspicious that his manager has been stealing from the company. John is afraid his manager will retaliate against him if he reports this activity. What should he do? TSYS has a strict no retaliation policy and will not tolerate retaliation of any kind against team members. John should discuss this with his HR Representative or call the TSYS Helpline U.S. at , or internationally at The TSYS Helpline is staffed 24 hours a day, seven days a week by an independent third-party provider. Misconduct that may result in discipline includes: Violating this Code, TSYS policy or law Requesting others to violate this Code, TSYS policy or law Failure to promptly raise a known or suspected violation of this Code, TSYS policy or law Failure to cooperate in TSYS investigations of possible Code, policy or law violations Retaliation against another employee for reporting an ethical concern Failure to demonstrate leadership and diligence to ensure compliance with this Code, TSYS policy and law
9 3 I will strive to always do the right thing. TSYS Code of Business Conduct and Ethics Concerns about Accounting, Internal Accounting Controls or Auditing Matters You may report concerns about TSYS accounting, internal accounting controls, auditing matters or concerns regarding questionable accounting or auditing matters to the Audit Committee by contacting the TSYS General Counsel s Office at , or if you wish to remain anonymous, you may call the TSYS Helpline in the U.S. at , or internationally at The General Counsel s Office will forward your concerns to the Chairman of the Audit Committee.
10 4 I will take 100% Responsibility for my actions. TSYS Code of Business Conduct and Ethics Conflicts of Interest A conflict of interest exists when a person s private interest interferes in any way with the interests of TSYS. You should avoid any action or interest that conflicts with, or gives the appearance of a conflict with, TSYS interests. Even when nothing wrong is intended, the appearance of a conflict can have negative effects on TSYS. Although conflicts of interest are prohibited, they may not always be clear-cut. If you have questions about potential areas of conflict, consult your manager or supervisor, your HR Representative or the TSYS General Counsel s Office, as appropriate. Some examples of conflicts of interest include: Receiving improper personal benefits as a result of your position at TSYS. Working simultaneously for a competitor, client or supplier. Acting as a consultant or board member for a TSYS competitor. Having direct or indirect business connections with TSYS clients, suppliers or competitors, except on behalf of TSYS. Engaging in or having a personal interest in a competing business. 4.2 Insider Trading In the course of performing your responsibilities for TSYS, you may learn of material information about TSYS or other companies before it is made public. You may simply overhear a hallway conversation or come across a memo left at a copy machine. Using this information for your financial or other personal benefit or conveying this information to others constitutes a violation of this Code and may even violate the law. This includes buying or selling the securities of TSYS or of any other company about which you have material non-public information and giving this inside information to anyone else who might base financial trades on the information you ve shared. TSYS has adopted an Insider Trading Policy that applies to all team members and directors which you should review. If you have questions about insider trading, you should consult the TSYS General Counsel s Office. While Jane has a great job at TSYS, she is looking to make a little extra money on the side. This side job wouldn t interfere with her TSYS work, since it would be a flexible part time position at a local company. What should she do before committing to a second job? Jane should consult with her manager or HR Representative. Team members should avoid any action or interest that conflicts with, or gives the appearance of a conflict with, TSYS interests. Even when nothing wrong is intended, the appearance of a conflict can have negative effects on TSYS. Steve, a fellow team member, recently Tweeted, WOW, I can t say anything just yet, but... TSYS has landed the biggest fish in the sea! Is this appropriate? No. In the course of performing your responsibilities for TSYS, you may learn material information about TSYS or other companies before it is made public. Using this information for your financial or other personal benefit or conveying this information to others constitutes a violation of this Code and may even violate the law. If you have questions about insider trading, you should contact the TSYS General Counsel s Office. 4.3 Corporate Opportunities You have a responsibility to TSYS to advance its legitimate business interests when the opportunity to do so arises. You cannot take personal advantage of opportunities that you discover through the use of corporate property, confidential information or as a result of your position with TSYS. You may not use corporate property, confidential information or your position for improper personal gain or to compete with TSYS.
11 TSYS Code of Business Conduct and Ethics Competition and Fair Dealing At TSYS we strive to do what s right and treat people right every time. We are a relationship-driven business that seeks to outperform its competition fairly and honestly through superior performance never through unethical or illegal business practices. Whether dealing with competitors, governments or business partners, our commitment is the same: We compete fairly and honestly. Each of us should endeavor to respect and deal fairly with our clients, suppliers, competitors and their employees. No one at TSYS should ever take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. When doing business for TSYS, you should not take any action that you would not be comfortable reading about on the front page of the local newspaper or explaining to senior management. Likewise, you are responsible for the actions of third parties operating on our behalf and holding them to our standards. Some examples include: We do not bribe private individuals or government officials for any reason we get business because our products, services and people are the best. We do not use the confidential information of others to gain an improper advantage. We do not mislead others or compromise our integrity to gain an advantage. We do not disparage our competitors or their products, but we truthfully talk about our advantages. 4.5 Obtaining and Using Business Intelligence TSYS does not seek business intelligence by illegal or unethical means, and competitors may not be contacted for the purpose of obtaining business intelligence. Sometimes information is obtained accidentally or is provided to TSYS by unknown sources. In such cases, it may be unethical to use the information, and you should immediately contact your manager, supervisor, the TSYS General Counsel s Office or one of the other resources identified in the TSYS Issue Resolution Model to determine how to proceed. 4.6 Third-Party Intellectual Property It is TSYS policy not to knowingly use the intellectual property of any third party without permission or legal right. If you are told or suspect that TSYS may be infringing an intellectual property right, including patents, copyrights, trademarks, or trade secrets owned by a third party, you should contact the TSYS General Counsel s Office.
12 TSYS Code of Business Conduct and Ethics Business Gifts, Entertainment and Travel Gifts TSYS recognizes it is customary business practice to occasionally give or receive gifts from clients, vendors and other business associates. However, team members must use good judgment when it comes to offering or accepting business gifts. A gift should be of sufficiently limited value that the gift could not affect the business judgment of the giver or the receiver. A gift should not create the appearance of influence over, or preferential treatment of, the recipient (for example, a gift in return for a referral, discounted pricing or favorable contract terms). Team members are prohibited from asking for gifts, gratuities or other items that benefit them personally, regardless of value. Team members must comply with applicable laws and regulations that restrict giving or accepting anything of value (see Government Officials below) and any additional policies communicated to team members that are maintained by TSYS or an applicable business unit that may be more restrictive than the policies outlined in this Code. The following gifts are prohibited: Cash Gifts in the form of services Gifts intended as a bribe, payoff or kickback Gifts that violate any law or regulation You should not give or accept any gift that could create negative publicity or that you would not be comfortable explaining to senior management. When in doubt regarding the reasonableness or appropriateness of a gift, you should talk to your manager, supervisor or one of the other resources identified in the TSYS Issue Resolution Model. Entertainment Business entertainment (for example, meals, a round of golf, or tickets to an event) can play an important role in strengthening relationships among business associates. Business entertainment must always be related to a legitimate business purpose. It should be in good taste, take place at a suitable venue and be reasonable in the context of the business purpose or occasion. The following types of business entertainment are prohibited: Entertainment provided or received as a bribe, payoff or kickback Entertainment that may be viewed as excessive in the context of the business purpose or occasion Entertainment involving inappropriate behavior Entertainment that could generate negative publicity Cathy is in the process of reviewing vendor contracts when she receives a package from Lanny, a longtime representative of vendor XYZ. She is currently working on the XYZ contract renewal and she was expecting a package containing proposed contract edits. However, upon opening the package she is surprised to find a $500 Visa gift card with the following note attached. Cathy, XYZ looks forward to a continued relationship with TSYS. Enjoy the gift card! How should Cathy respond? This gift would be considered inappropriate based on the circumstances and the value of the gift card. Cathy should consult with her manager about how to respond.
13 TSYS Code of Business Conduct and Ethics 11 Business Gifts, Entertainment and Travel cont. When in doubt regarding whether an event, location or expense is appropriate for business entertainment, you should talk to your manager, supervisor or one of the other resources identified in the TSYS Issue Resolution Model. Business entertainment guidelines in this Code are applicable when the host is present. If the host is not present, meals, tickets, and other forms of hospitality provided to or by team members and their families are considered gifts and should be evaluated under the gift guidelines above. Travel TSYS recognizes that there are legitimate business reasons for a client, vendor or other business associate to pay a team member s travel and/or related expenses. For example, a client may pay for a team member to travel to a remote location to provide consulting services. TSYS expects team members to exercise caution when it comes to accepting payment of travel related expenses from third parties. You should consider the primary purpose of the trip (business or pleasure), the specific reason that the third party has offered to pay your travel expenses, the location of the meeting or event, the class of travel and accommodations, and how others may view your trip. Accepting trips in exchange for business or improper advantage is a violation of this Code, TSYS policy and law. Government Officials It is illegal for team members to offer gifts, entertainment or travel to government officials. In some countries government officials hold positions or are responsible for areas that are considered private sector positions or functions in other countries. You should consult the TSYS General Counsel s Office if there is any question about the status of an individual as a government official. 4.8 Record-Keeping, Accounting and Auditing TSYS has internal control standards and procedures in place to ensure that assets are protected and properly used, and that financial records and reports are accurate and reliable. Each of us shares responsibility for maintaining and complying with these required internal controls. Improper or fraudulent accounting, documentation or financial reporting in regard to financial reports, accounting records, auditing records, research reports, expense accounts, timesheets and other similar documents are contrary to TSYS policy and may also violate the law. Records should be retained or destroyed according to TSYS record retention policies. If you are notified of a litigation hold, you must follow the instructions of the TSYS General Counsel s Office. If you have questions regarding the litigation hold, you should contact the TSYS General Counsel s Office.
14 TSYS Code of Business Conduct and Ethics Confidentiality Confidential and proprietary information is very valuable to TSYS and must be protected. You must maintain the confidentiality of information entrusted to you involving TSYS, our clients, business partners and our team members. The only exception to this rule is when disclosure is authorized by the TSYS General Counsel s Office or required by law or regulation. Confidential information includes all non-public information that might be of use to our competitors, or harmful to TSYS or our clients if disclosed. This also includes information that our vendors and clients have entrusted to TSYS. You may not disclose or otherwise use TSYS confidential and proprietary information even if you no longer work for TSYS Protection and Proper Use of Company Assets Each of us is obligated to protect TSYS assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. It is your responsibility to immediately report any suspected incident of fraud or theft to your manager, supervisor or HR Representative or to TSYS Physical Security. TSYS equipment should not be used for non-company business, although incidental personal use may be permitted as approved by the appropriate level of management. Although it is not in tangible form, TSYS intellectual property is one of its most valuable assets. Each of us must work to safeguard our patents, trademarks, copyrights, trade secrets and other proprietary information and must be sure not to transmit it in any form, or to any recipient, where unauthorized persons might receive it. While in the media room, Joe notices a large stack of flyers for a local business sitting on the printer. Before leaving, Joe sees a team member take the flyers and several boxes of envelopes and recognizes that she is actually the spouse of the business owner. What should he do? Joe should immediately report this occurrence to his manager, supervisor, HR Representative or TSYS Physical Security. Theft has a direct impact on our profitability Use of Company Funds TSYS is committed to providing the fiscal resources necessary for team members to carry out their job functions while traveling or under other authorized circumstances. As a team member, you may not use company funds for any purpose that would violate the laws or regulations of any country in which TSYS operates. Additionally, team members with company issued credit cards are responsible for ensuring that any obligations incurred are appropriate business expenses and within spending limits. If you misuse your company issued credit card you assume personal liability for unauthorized expenditures and may be disciplined for the misuse, up to and including termination of employment.
15 TSYS Code of Business Conduct and Ethics Use of Social Networking Sites TSYS knows that many team members routinely participate in a variety of social networks to maintain contact with friends and family. If you participate in online social networking outside of work, you should observe the following guidelines: Do not disclose or use confidential or proprietary information about TSYS in any online social networking platform. Do not comment on work related legal matters, TSYS stock price, financial topics or predictions of future performance. Respect the laws governing copyright and fair use of copyrighted material owned by others. Refrain from setting up, or participating in, online channels that could be misconstrued as an extension of TSYS official communication channels. Julie notices that a fellow team member recently set up a group on Facebook called, The TSYS Blab. The team member has posted some derogatory information about a client representative following a recent client visit. Should Julie say anything or let it go since Facebook is private and what team members do on their own time should be their own business? Julie should immediately contact her manager, supervisor or HR Representative. Only designated team members are authorized to make statements on behalf of TSYS. Team members should refrain from setting up, or participating in, online channels that could be misconstrued as an extension of TSYS official communication channels.
16 5 At TSYS every team member is a Risk Manager. We work together to maintain a safe, secure and compliant environment in which risk is effectively managed so business can flourish. TSYS Code of Business Conduct and Ethics Data Protection TSYS is committed to protecting the privacy of our clients data and using client data appropriately. As part of this commitment, you are required to take all mandatory compliance training courses. Because we recognize the importance of security for our business, our clients and our team members, we have adopted specific security measures which are detailed in the TSYS Corporate Security Policy which you should review. The policy specifies your responsibilities when handling client data and covers the range of security programs in place, to include administrative, technical and physical safeguards designed to protect our systems against unauthorized or accidental destruction, accidental loss, technical errors, falsification, theft or unlawful usage, unauthorized modification, copying, accessing or other unauthorized processing. 5.2 Anti-Corruption As a global company, TSYS is committed to complying with anti-corruption laws in all countries where we operate. Team members and others doing business or performing services for or on behalf of TSYS are expected to comply with those laws. We have adopted a Global Anti-Corruption Policy which you should review that specifies your responsibilities regarding anti-corruption matters. When acting for or on behalf of TSYS, you are prohibited from directly or indirectly making, giving, offering, promising or authorizing a financial or other advantage to any person, including a public official, in order to: gain or retain business gain a competitive advantage induce the improper performance of a function or activity influence a public official in an official capacity Dan was recently approached by Jeff, an executive for a potential client, asking for a favor in exchange for their business. Jeff said TSYS would definitely get their business if we hired his nephew who is just graduating from college. What should Dan do? It is also a violation for you to request, agree to receive or accept a financial or other advantage with the intent that a function or an activity will be performed improperly. If you are asked to make any improper payments, including facilitation payments (small payments given in exchange for performing routine government functions), you must contact the TSYS General Counsel s Office. Dan should report this to the TSYS General Counsel s Office or call the TSYS Ethics Helpline. When acting for or on behalf of TSYS, you are prohibited from directly or indirectly making, giving, offering, promising or authorizing a financial or other advantage to any person, including a public official, in order to: gain or retain business, gain a competitive advantage, induce the improper performance of a function or activity or influence a public official in an official capacity.
17 TSYS Code of Business Conduct and Ethics Anti-Money Laundering and Countering Terrorism In the past, money laundering meant moving the proceeds of crimes through a series of financial systems or institutions, to hide where it came from. It still means that, but now it also means taking legitimate funds and transferring them for criminal purposes, often for terrorist activities. Both types of money laundering are illegal. TSYS is committed to complying with applicable anti-money laundering and anti-terrorism requirements throughout the world and will take all reasonable steps to prevent our services from being used for illegal purposes. If there is any concern about the source of funds of a client or business associate, we will err on the side of caution and will not conduct business with that person or business. It is your responsibility to report any suspicious transaction or activity to your manager, supervisor or the TSYS General Counsel s Office. 5.4 Health and Safety TSYS is committed to providing a safe and healthy working environment for our team members and visitors. You are required to abide by all safety rules and practices, and to take the necessary precautions to protect yourself and fellow team members from unsafe conditions or practices. For everyone s safety, you are required to immediately report any accidents and unsafe practices or conditions to your manager, supervisor, HR Representative or TSYS Physical Security.
18 6 I will treat others like they want to be treated. TSYS Code of Business Conduct and Ethics Respect and Dignity You deserve to be treated with fairness, respect and dignity, regardless of your job function or geographic location. We believe in and support equal opportunity for all team members and applicants. You have the right to work in a place that is free from harassment, sexual or otherwise, or acts or threats of physical violence. If you believe you are not being treated with fairness, respect and dignity, you should contact your manager, supervisor, HR Representative or one of the other resources identified in the TSYS Issue Resolution Model. 6.2 Diversity and Equal Employment Opportunity TSYS is committed to diversity and equal opportunities for everyone. We respect the unique attributes and perspectives of every team member and we rely on these diverse perspectives to help us build and improve our relationships with our clients and business partners. TSYS is an Equal Employment Opportunity employer and does not discriminate on the basis of age, race, creed, color, national origin, sex, gender identity, sexual orientation, pregnancy, religion, veteran status, citizenship, military service, genetic information, disability, or any characteristic prohibited by law. This policy applies to our team members, applicants, contractors, vendors and suppliers. You are encouraged to report any issue or concern related to discrimination or harassment at TSYS to your manager, supervisor, HR Representative or one of the other resources identified in the TSYS Issue Resolution Model. 6.3 Human Rights At TSYS we support fundamental human rights for all people. We will not employ underage children or forced laborers and we prohibit physical punishment or abuse. We respect the right of our team members to associate or not to associate with any group, as permitted by and in accordance with applicable laws and regulations. As a global company we are committed to sourcing materials from responsible suppliers and complying with employment laws in every geographic location where we operate.
19 7 I want to make a difference. TSYS Code of Business Conduct and Ethics TSYS Global Citizenship: Our Sustainability for the Future Putting people at the center of everything we do is the core of TSYS purpose to improve peoples lives and businesses. Our mission is to improve the lives of those around us and in the communities where we work, live and play. Our Global Citizenship program, led by our Global Citizenship Council, is a commitment to doing our part to make our world a better place. The program has five key areas: TSYS in the Community Being active by volunteering and giving back helps us contribute to the success and growth of our communities and allows us to demonstrate to our clients and our communities that we practice good corporate citizenship in the places where we live and serve. Service to others is more than a philosophy; it is our responsibility. Through corporate community initiatives and other volunteer activities, team members everywhere have opportunities to contribute to the well-being and growth of their communities. TSYS Green TSYS promotes environmental responsibility among individual team members and within the communities where we do business. TSYS environmental policies have led to Energy Star certification in North America and ISO certification internationally. We believe that every small step matters and we are committed to doing our part to conserve and improve our environmental footprint. Partner/Vendor Management At TSYS, we recognize that developing partnerships with our vendors is an important part of our success. Team Member Development Your career development is an essential part of your tenure as a TSYS team member. Compliance & Ethics Managing risk and promoting a secure and compliant environment helps us stay focused on growing our business. 7.2 Political Contributions As an individual you may make any legally recognized political contribution; however, any political contributions made on behalf of TSYS must be approved by the General Counsel of TSYS.
20 8 Supplemental Code TSYS Code of Business Conduct and Ethics Supplemental Code of Ethics for Senior Financial Officers This section of the Code sets forth the TSYS Code of Ethics for our Chief Executive Officer and Senior Financial Officers ( Code for Senior Financial Officers ). While the standards set forth in this section are applicable to all team members and directors, they have special relevance to the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer ( Senior Financial Officers ). Compliance with Laws, Rules and Regulations Senior Financial Officers are required to comply with the laws, rules and regulations that govern the conduct of our business. Senior Financial Officers have additional leadership responsibilities, which include creating a culture of high ethical standards and commitment to compliance, maintaining a work environment that encourages team members to raise issues, and promptly addressing team member compliance concerns. Disclosures TSYS is committed to making full, fair, accurate, timely and understandable disclosures in compliance with all applicable laws and regulations in all reports and documents that TSYS files with or submits to, the Securities and Exchange Commission and in all other public communications it makes. Senior Financial Officers are required to abide by TSYS standards, policies and procedures designed to promote compliance with this policy. Conflicts of Interest Senior Financial Officers are required to act in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Reporting Violations and Accountability Senior Financial Officers must report any suspected violation of this Code for Senior Financial Officers to the General Counsel of TSYS or by calling the TSYS toll free Helpline in the U.S. at , or internationally at All Senior Financial Officers will be held accountable for adherence to this Code for Senior Financial Officers. Acting in a manner that violates this Code for Senior Financial Officers may result in disciplinary action, up to and including termination of employment.
21 9 Waivers of the Code TSYS Code of Business Conduct and Ethics Waivers of the Code Those at TSYS who lead others have a special responsibility to uphold this Code in all their actions. Any waiver of this Code for executive officers, Senior Financial Officers or directors may be made only by the Board of Directors or its Corporate Governance and Nominating Committee. Any such waiver will be promptly disclosed as required by law, stock exchange or other applicable regulation Total System Services, Inc.. All rights reserved worldwide. Total System Services, Inc. and TSYS are federally registered service marks of Total System Services, Inc. in the United States. Total System Services, Inc. and its affiliates own a number of service marks that are registered in the United States and in other countries. All other products and company names are trademarks of their respective companies. (04/2015)
22 10 External Reporting TSYS Code of Business Conduct and Ethics External Reporting Notwithstanding any other provision of this Code, nothing in this Code: (1) prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of federal or state laws or regulations; or (2) requires prior notification to or approval by TSYS of any reporting described in clause (1) Total System Services, Inc.. All rights reserved worldwide. Total System Services, Inc. and TSYS are federally registered service marks of Total System Services, Inc. in the United States. Total System Services, Inc. and its affiliates own a number of service marks that are registered in the United States and in other countries. All other products and company names are trademarks of their respective companies. (04/2015)
Code of Business Conduct and Ethics Table of Contents Purpose... 1 Scope... 1 Policy... 2 Responsibilities... 8 Enforcement... 8 Review and Revision... 8 PURPOSE Pursuant to the Sarbanes-Oxley Act of 2002
ASSOCIATED BANC-CORP CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that
OUR CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but
(as of January 28, 2013) Introduction This sets forth the guiding principles by which we operate Computer Programs and Systems, Inc. (the Company ) and conduct our daily business with our stockholders,
Verisk Analytics, Inc. Code of Business Conduct and Ethics As Amended June 5, 2018 1. Introduction This Code of Business Conduct and Ethics ( Code ) has been adopted by our Board of Directors and summarizes
September 2003 BIG LOTS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics covers a wide range of business principles to guide all directors, officers and associates
CODE OF ETHICS/CONDUCT This Code of Ethics/Conduct ( Code ) covers a wide range of business practices and procedures. It does not cover every possible issue that may arise, but rather provides information
1. Introduction CODE OF BUSINESS CONDUCT AND ETHICS FRONTIER AIRLINES, INC. Adopted May 27, 2004 The Board of Directors adopted this Code of Business Conduct ( Code ) to establish basic legal and ethical
TURNING POINT BRANDS, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on November 23, 2015) Introduction This Code of Business Conduct and Ethics (this Code ) applies to Turning
Code of Business Conduct and Ethics (As last revised on December 12, 2017) Introduction Tesla aspires to be a do the right thing company in other words, engaging in conduct that your family would be proud
LIVING OUR CORE VALUES Supplier Code of Conduct Introduction to Our Supplier Code of Conduct Chesapeake Energy is committed to living our core values of integrity and trust, respect, transparency and open
GTT Communications, Inc. CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics ( Code ) covers a wide range of business practices and issues. It does not cover every
Global Code of Business Conduct and Ethics Message from the chairman Dear Colleagues: The Hay Group Global Code of Business Conduct and Ethics (the Code ) is our company s statement of commitment to the
1 ST FRANKLIN FINANCIAL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics ( Code ) describes the basic principles of conduct that we share as officers
Ethics SouthernStyle CODE OF ETHICS E t h i c a l B e h a v i o r i s o u r S t a n d a r d Our Code of Ethics advises us on proper business conduct. It links our values Southern Style to the company s
DOUBLE-TAKE SOFTWARE, INC. CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics covers a wide range of business practices and procedures and serves as a guide to ethical decision-making.
FOUNDATION BUILDING MATERIALS, INC. EMPLOYEE CODE OF CONDUCT Foundation Building Materials, Inc. (the Company ) conducts its business in accordance with the highest ethical standards of corporate leadership
AMETEK, Inc. Code of Ethics and Business Conduct Code of Ethics and Business Conduct A Message from the Chairman of the Board and Chief Executive Officer Dear AMETEK Colleague: AMETEK has been in business
CODE OF ETHICAL CONDUCT COMPLIANCE WITH LAWS BorgWarner's over-riding policy is to conduct all of its business and operations in complete compliance with all applicable laws and regulations. You are expected
CyberOptics is committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct and Ethics summarizes the legal, ethical and regulatory standards that CyberOptics
THE TIMBERLAND COMPANY CODE OF ETHICS Code of Ethics MISSION AND VALUES STATEMENT We believe the honest and ethical conduct of our employees is an essential prerequisite to our success as a company. There
Code of Ethics Our Code of Ethics It guides behavior and makes Our Values come to life every day. These ethical guidelines apply to all of us, and remind us that how we do our jobs is just as important
November 2012 DHT HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Introduction This Code of Business Conduct and Ethics (the Code ) summarizes the values, principles and the business practices which
CODE OF CONDUCT FOR DOING BUSINESS WITH LINKEDIN TABLE OF CONTENTS INTRODUCTION 1 Expectations LINKEDIN VALUES 2 MAINTAINING BUSINESS INTEGRITY 3 Anti-Corruption Competition Laws PROMOTING TRANSPARENCY
Code of Business HGA s success depends on conducting itself in accordance with the highest ethical standards and in full compliance with applicable law. Working with clients throughout the United States
1. Policy Statement CRC HEALTH GROUP, INC. CRC HEALTH CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS It is the policy of CRC Health Group to conduct its business affairs honestly and in an ethical manner.
PURPOSE The concept of "ethical behavior" is hard to define. But, all of us know it when we see it and we know it when we don't. We'd all agree that ethical behavior is fair, honest, proper and legal and
2018 CODE OF BUSINESS CONDUCT AND ETHICS REPORT A VIOLATION To report a violation of conduct or ethics, please call the EthicsPoint Hotline: 1 (866) 294-5534 CENTRAL HUDSON 284 South Ave. Poughkeepsie,
Code of Conduct Our vision A company where the best people want to work. The world leader in chemical distribution, providing unparalleled connectivity between customers and suppliers. 2 Univar s guiding
Code of Conduct & Ethics Interfor Code of Conduct & Ethics Contents Page 1 CEO Message A Message from our CEO 2 Our Code of 2 Conduct & Ethics Our Code of Conduct & Ethics 3 3 Guiding Principles Guiding
OPG Supplier Code of Conduct Safety Integrity Excellence People and Citizenship Ontario Power Generation is an Ontario-based electricity generation company whose principal business is the generation and
CORE VALUES AND CODE OF CONDUCT CORE VALUES AND CODE OF CONDUCT Colorado Access, its subsidiaries and affiliated entities, are dedicated to providing access to high quality healthcare services to members
Computershare Group Code of Conduct A Message from the President & CEO Underpinning everything we do as a business are our three core values: Certainty: to deliver our services and solutions right first
Code of Business Conduct and Ethics February 2018 Table of Contents 3 CEO letter 4 General Standards 5 Conflicts of Interest 6 Corporate Opportunities 6 Confidentiality 7 Harassment and Bullying 8 Competition
Samsung Telecommunications America, LLC Supplier Code of Conduct - Partners in Integrity STA Strategic SRM 10/1/2013 Rev. C Samsung Telecommunications America, LLC ( STA or Samsung Telecommunications America
AT&T Code of Business Conduct April 2017 AT&T s Code of Business Conduct To All AT&T Employees Worldwide: The most basic commitment we make to our customers, our shareholders, and each other is to always
MV Transportation, Inc. Code of Conduct This Code of Conduct ( Code ) has been adopted by the Board of Directors of MV Transportation, Inc. (the Company ) as the ethics and business code of conduct for
CODE OF ETHICS AND CONDUCT PREFACE Green Mountain Power s Code of Ethics and Conduct is about doing the right thing acting honorably, treating each other with respect, and following the law. It s built
Corporate Governance: Sarbanes-Oxley Code of Ethics Latest Update: December 14, 2016 CODE OF BUSINESS CONDUCT AND ETHICS TABLE OF CONTENTS Introduction 1 Purpose of the Code 1 Conflicts of Interest 2 Corporate
Supplier Code of Ethics and Business Conduct It is DynCorp International s commitment to conduct business honestly, ethically, and in accordance with best practices and the applicable laws of the United
ve Fun Through Work AES Values Guide From Words to Action OUR CODE OF CONDUCT EXCELLENCE FUN AGILITY INTEGRITY SAFETY Dear AES People, At AES, it s what brings us together that makes us unique as a company.
This document articulates ethical and behavioral guidance for all NGA Human Resources companies, employees, and business partners (such as suppliers, agents, vendors and sub-contractors). To help guide
1. Purpose This Code is intended to govern the conduct of Clean Harbors, Inc. and all of its subsidiaries Vendors when doing business with or on behalf of Clean Harbors, Inc. For the purpose of this Code,
Our Integrity Pledge 2013 The Pledge 5 Avoiding Conflicts of Interest 7 Preserving Confidentiality 9 Maintaining the Highest Standards of Professional Conduct 11 Providing Accurate Information Reporting
1. Policy Statement ROOT9B HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS The Nasdaq listing standards require that the Company provide a code of conduct for all of its directors, officers and employees.
PSEMI CORPORATION CODE OF ETHICS AND BUSINESS CONDUCT Amended as of and Effective April 22, 2015 1. POLICY STATEMENT The reputation and integrity of psemi Corporation and its subsidiaries (collectively,
CODE OF CONDUCT DESCRIPTION Schneider has adopted the following Code of Conduct ( Code ) to apply to Schneider s directors, officers, managers and associates. While no code or policy can anticipate every
Code of Business Conduct Our reputation as a company is one of our most important assets. Our reputation needs to be managed and developed with the same care we extend to our products. This means all of
CODE OF CONDUCT AND ETHICS Policy #: POL0020154 Effective date: October 24, 2017 Version: 6.0 COPYRIGHT 2017 SERVICENOW, INC. ALL RIGHTS RESERVED 2225 Lawson Lane, Santa Clara, CA 95054, USA This document
CODE OF ETHICS AND BUSINESS CONDUCT 1.0 SCOPE This Code of Ethics and Business Conduct (the Code of Conduct ) is implemented by the Board of Directors (the Board ) of Dominion Diamond Corporation and applies
CEO Message Embedded in Eversource s mission to safely deliver reliable energy and superior customer service is our commitment to conduct ourselves ethically, respectfully and honestly. Eversource s Code
ENMAX CORPORATION PRINCIPLES OF BUSINESS ETHICS This Policy applies to ENMAX Corporation and its Subsidiaries ( ENMAX ). The Board of Directors has the primary responsibility for the approval of this Policy,
Version Status (Draft or Approved) Scope of Application (Who Does This Apply To) CRONOS GROUP INC. CODE OF BUSINESS CONDUCT AND ETHICS 2018A Approved All employees of Cronos Group Inc. ( Cronos Group or
BUSINESS ETHICS POLICY and GUIDING PRINCIPLES The Guiding Principles form the core of the culture of Kimball International, and transcends decades. Kimball International is committed to ethical practices
LIFEBRIDGE HEALTH INTEGRITY PROGRAM CODE OF EXCELLENCE I. MESSAGE FROM THE PRESIDENT It is the mission of LifeBridge Health to provide a broad array of high quality, cost effective health and health related
Morgan Stanley Code of Ethics and Business Conduct A bout This Code Updated as of July 2017 This Code of Ethics and Business Conduct (Code of Ethics) is a statement of Morgan Stanley s commitment to integrity
CODE OF BUSINESS CODE OF BUSINESS INTRODUCTION At Cathedral Energy Services Ltd. and its subsidiaries (together, Cathedral ), we have always recognized the value of growing and developing trusting relationships
Sprint Nextel Code of Conduct for Consultants, Contractors and Suppliers 1 TO OUR VALUED CONSULTANTS, CONTRACTORS AND SUPPLIERS: Sprint Nextel's reputation for service, quality and fair dealing attracts
Code of Business Conduct and Ethics Table of Contents The O Reilly Culture... 1 Introduction... 2 Administration... 3 Compliance Procedures... 3 Reporting of Illegal or Unethical Behavior... 3 Report Misconduct...
AdvancePierre Foods, Inc. CODE OF CONDUCT AdvancePierre Foods, Inc. and its subsidiaries (collectively, the Company ) is committed to its employees, key stakeholders, brokers, customers and the communities
I. Definitions Code of Ethical Conduct: The written statement of acceptable behavior by Marvel's officers, directors, and employees that ensures Marvel operates according to the highest ethical standards.
Code of Business Conduct & Ethics Updated December 31, 2017 INTRODUCTION It is the policy of Barnes & Noble Education, Inc. (together with its subsidiaries and affiliates, BNED or the Company") to conduct
CODE OF ETHICS. believes that honest, ethical and transparent business conduct is vital to the continued success of our Company. This Code of Ethics reflects the Company s core values and expresses the
Corporate Code of Business Conduct and Ethics A MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE Honesty and integrity are paramount values at TRC. Our commitment to strict ethical standards has
CODE OF BUSINESS CONDUCT AND ETHICS FOR EMPLOYEES AND DIRECTORS I. Purpose of Code The purpose of this Code is: to promote the honest and ethical conduct of our directors and employees, including the ethical
CODE OF BUSINESS CONDUCT We are responsible, safe and ethical. LETTER FROM OUR PRESIDENT AND CEO Fellow employees, Integrity is not new to Marathon Oil. Our commitment to do business honestly and fairly
Uniti Group Inc. Code of Business Conduct and Ethics & Whistleblower Policy (Effective February 14, 2017) 1. Introduction It is the policy of Uniti Group Inc. ( Uniti or the Company ) that its business
VOYA Financial CODE OF BUSINESS CONDUCT AND ETHICS Version 2.0 April 2014 Information Sheet ISSUED BY Voya Financial Compliance TARGET AUDIENCE All Voya Financial Directors and Employees OWNED AND APPROVED
CODE OF CONDUCT MESSAGE FROM LEADERSHIP Brooks Health System is committed to the highest standards of ethics and integrity. Our environment is constantly changing, and that change results in challenges
EL PASO ELECTRIC COMPANY CODE OF ETHICS November 26, 2003 DEAR FELLOW EMPLOYEES: As highlighted by certain highly-publicized corporate scandals in recent times, it is imperative that we have a strong commitment
Business Conduct Requirements for Representatives and Channel Partners www.qorvo.com Qorvo, Inc. and its affiliates ( Qorvo ) are committed to the highest standards of business conduct and ethics and expect
Southwest Airlines Co. Code of Ethics Introduction Southwest Airlines Co. is committed to maintaining the highest standards of ethical business practices and legal and regulatory compliance. We place a
Deutsche Bank Code of Business Conduct and Ethics for Deutsche Bank Group Table of contents Our vision 1 Our Values and Beliefs 2 Safeguarding our Values and Beliefs 9 Adherence to this Code 10 Our vision
PURPOSE AND SCOPE CHOICE HOTELS INTERNATIONAL, INC. CORPORATE ETHICS POLICY The Board of Directors of Choice Hotels International, Inc. and its subsidiaries ( Choice ) established and updates this Corporate
Janus Henderson Group plc Code of Business Conduct This Code of Business Conduct (the Code ) has been adopted by the board of directors (the Board ) of Janus Henderson Group plc. The Code applies to all
Code of Conduct 1 INTRODUCTION 1.1 Purpose and scope of this document Finnair is an iconic national airline and a respected member of the international aviation community with a solid reputation in safety,
PHILLIPS 66 BUSINESS PARTNER PRINCIPLES OF CONDUCT Doing the right thing always. Phillips66.com 1 BUSINESS PARTNER PRINCIPLES OF CONDUCT At Phillips 66, we take great pride in providing energy and improving
R1 RCM Inc. (hereafter, R1 or the Company ) is committed to the conduct of its business in an ethical, legal, and transparent manner. In turn, the Company expects that all employees, contractors and vendors
Build Trust and Credibility The success of our business is dependent on the trust and confidence we earn from our clients, independent contractors, team members and partners. We gain credibility by adhering
Atlas Financial Holdings, Inc. Code of Business Conduct & Ethics TABLE OF CONTENTS 1. INTRODUCTION... 3 2. WHO IS COVERED... 3 3. DIRECTOR, OFFICER AND EMPLOYEE OBLIGATIONS... 4 4. CONFLICTS OF INTEREST...
PAYCOM SOFTWARE, INC. CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES 1. Our Commitment The officers, directors and employees of Paycom Software, Inc. (the Company ) are committed
CODE OF BUSINESS CONDUCT & ETHICS (Version 3.0) This Code of Business Conduct and Ethics (the Code ) describes the standard of ethical business conduct expected from all officers, directors and employees
GENTING MALAYSIA BERHAD (58019-U) CODE OF CONDUCT AND ETHICS All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means,
2015 Code of Business Ethics McGraw-Hill Education and its subsidiaries, division and affiliates ( McGraw-Hill Education or the Company ) enjoys a worldwide reputation for integrity, honesty and good faith
CODE OF BUSINESS CONDUCT AND ETHICS (Amended and Restated as of May 7, 2013) Introduction One of Matrix Service Company's most valuable assets is its integrity. Protecting this asset is the job of everyone