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Code of Conduct
Introduction
Administaff’s Code of Business Conduct and Ethics (the “Code”)
is a guide to ethical decision-making. We are committed to
uncompromising integrity in all that we do and how we relate
to each other and to persons outside the Company. While the
standards in the Code are mainly based on laws to which we
are all subject, in some cases they go beyond legal obligations.
In this respect, the Code reflects the values that define Administaff
and the principle that we must strive to avoid any circumstances
that may give rise to even an appearance of impropriety. This
Code sets out basic principles to guide the Company’s
directors, officers and employees and to promote:
- Honest and ethical conduct, including
the ethical handling of actual and apparent conflicts of
interest between
personal and professional relationships;
- Full, fair, accurate, timely, and
understandable disclosure in the Company’s annual
and quarterly reports and in other public communications
made by the Company;
- Compliance with applicable governmental laws, rules and
regulations; and
- The prompt internal reporting to an appropriate
person or persons identified in this Code of violations of
the Code.
The standards in this Code may be
further explained or implemented through policy guidelines
or changes to the Employee Handbook.
This Code and related guidelines and Employee Handbook provisions
are available on Administaff’s intranet, as well as in
our Corporate Human Resources and Legal Departments.
Each of us is personally responsible for making sure that our
business decisions and actions comply at all times with the
letter and spirit of this Code. Given the pace of changes in
our business, no set of standards should be considered the
final word in all circumstances. This Code outlines the broad
principles of legal and ethical conduct embraced by Administaff.
It is not a complete list of legal or ethical questions an
employee might face in the course of business, and therefore,
this Code must be applied using common sense and good judgment.
When you have doubts about the application of a standard or
where we have not addressed a situation that presents an ethical
issue, you should seek guidance from your immediate supervisor,
your Management Team member or from the General Counsel. In
addition, each of us has a duty to report behavior on the part
of others that appears to violate this Code or any other compliance
policy or procedure of the Company.
All supervisory and management personnel, including all officers
and directors of Administaff, have a special responsibility
to lead according to the standards in this Code, in both words
and action. Our supervisory and management personnel are also
expected to adhere to and promote our open door policy. This
means that they are available to anyone with ethical concerns,
questions or complaints. We also maintain a confidential hot
line that you can e-mail those concerns, questions or complaints,
the details of which are set out at the end of this Code. All
concerns, questions and complaints will be taken seriously
and handled promptly, confidentially and professionally. No
retaliation will be taken against any employee for raising
any concern, question or complaint in good faith.
The following standards of conduct will be enforced at all
organizational levels. This Code is applicable to all employees,
officers and directors of Administaff. Unless the context otherwise
requires, in this Code we refer to such individuals as “employees.” Anyone
who violates these standards of conduct will be subject to
prompt disciplinary action, up to and including termination.
Compliance with Laws, Rules and Regulations
It is Administaff’s policy to be a good corporate citizen.
Wherever we do business, employees of the Company are required
to comply with all applicable laws, rules and regulations.
This means following the spirit of the law and doing the right,
ethical thing even when the law is not specific. The standards
in this Code must of course be interpreted in light of the
law and practices of the cities and states where we operate,
as well as good common sense. If a law conflicts with a policy
in this Code, you must comply with the law; however, if a local
custom or policy conflicts with this Code, you must comply
with the Code. Reasons such as “everyone does it” or “it’s
not illegal” are unacceptable as excuses for violating
our Code.
Conflicts of Interest
A conflict of interest occurs whenever our private interests
interfere with the interests of Administaff. In order for Administaff
to carry out its business effectively, it must be assured of
its employees’ loyalty. Employees must therefore refrain
from entering into relationships that might impair their judgment
as to what is best for Administaff. Even relationships that
give the appearance of a conflict of interest should be avoided.
There are many different ways in which conflicts of interest
arise. For example, personal financial interests, obligations
to another company or governmental entity or the desire to
help a relative or friend are all factors that might divide
our loyalties. To clarify what we mean, we have set out below
examples of the most common types of conflict of interest.
Employees who believe it is not possible to avoid a conflict
of interest must bring this to the attention of, and make full
written disclosure of the surrounding circumstances to, their
immediate supervisor, who should in appropriate circumstances
bring it to the attention of the General Counsel. Conflicts
of interest involving directors or executive officers must
be disclosed to the General Counsel. Conflicts of interest
involving the General Counsel must be disclosed to the Chief
Executive Officer or the Finance, Risk Management and Audit
Committee.
- Outside Employment and
Directorships
Employees may not work for or receive compensation for services
from any competitor, client, or vendor without the approval
of the General Counsel. In addition, they may not serve
on the board of directors of a for-profit company that
is a competitor of or has business dealings with Administaff
or of a governmental agency without Company Approval (as
defined herein). This prohibition is not applicable to
Directors who are not employees of the Company. Even where
approval is granted, employees must take appropriate steps
to separate Company and non-Company activities. The General
Counsel will assist you in determining what steps are appropriate.
- Investments
Employees of Administaff may not have financial interests
in any competitor, client, or vendor where this would influence,
or appear to influence, their actions on behalf of the Company.
Notification to the General Counsel is required if an employee
and/or an immediate family member owns more than 3% of the
stock of a competitor, client or vendor. If there is any
doubt about how an investment might be perceived, you should
discuss it in advance with your immediate supervisor or the
General Counsel.
- Using the Company’s Time and Assets for Personal
Benefit
You may not perform non-Company work for a for-profit company
or solicit that work on Administaff’s premises or while
working on Administaff’s time, including any paid
leave you are granted by the Company. Also, you are not
permitted
to make personal use of Administaff assets (including equipment,
computers, telephones, materials, resources or proprietary
information), which interferes with work duties or violates
any company policy.
- Loans to Employees
Loans to and guarantees of obligations of employees incurred
for personal reasons can also present conflicts of interest.
Such loans are prohibited by law in the case of the Company’s
directors and executive officers.
- Acceptance of Gifts and Entertainment
The acceptance of gifts and entertainment by employees or
members of their family may present a conflict of interest.
While employees are permitted to accept gifts of nominal
value, such as unsolicited promotional items, they
are prohibited from accepting anything that might reasonably be deemed to
affect their judgment or that is accompanied by any
express or implied understanding that the recipient is in any
way obligated do to something in exchange for the gift. Similarly,
employees may accept entertainment, but only insofar
as it is reasonable in the context of the business at hand and
facilitates the Company’s interests. Employees
are prohibited from soliciting gifts, gratuities or
business courtesies for the benefit of any family member
or friend.
- Family Members and Close
Personal Relationships
Administaff’s standards of conduct are not intended
to intrude on our personal lives. Situations may arise,
however, where our relationships with family members and friends create
conflicts of interest. Employees who have family members
or friends that work for businesses seeking to provide
goods or services to the Company may not use their personal influence
to affect negotiations.
- Public Service
We encourage our employees to be active in the political
and civic life of their communities, including charitable
or educational activities. When doing so and making any public
communication, you should clarify that your views are yours
individually and are not being expressed as an employee of
Administaff. Your participation in or service to the community
may also at times place you in a situation in which a conflict
of interest with Administaff could arise. This could occur,
for example, where the community is engaged in a negotiation
with the Company for goods or services or with respect to
some other matter. The law may require or permit you to abstain
from any decision where these circumstances exist, depending
on your position within the Company and other factors. Before
participating in such a decision, you should seek advice
from legal counsel for the community and the General Counsel
and should in any event make it clear to the responsible
persons that you are an employee of Administaff. If you do
abstain, you should make it clear that your action is to
avoid a potential conflict of interest or the appearance
of one.
You may not make any political contribution as a representative
of Administaff. You must also avoid lobbying activities or
even the appearance of lobbying any governmental body or
public official as a representative of Administaff without
the express approval of the General Counsel.
Corporate Opportunities
Employees may not appropriate to themselves, or to any other
person or organization, the benefit of any business venture,
opportunity or potential opportunity that they learn about
through the use of corporate property, information or position
and that is in the Company’s line of business without
first obtaining Company Approval. No employee may use corporate
property, information, or position for improper personal
gain, and no employee may compete with Administaff directly
or indirectly. Employees, officers and directors owe a duty
to the Company to advance its legitimate interests when the
opportunity to do so arises.
Securities Laws and Insider Trading
In the course of their duties, employees may be exposed to
information about Administaff or other companies that is not
available to the general public. Federal law prohibits employees
who possess material, non-public information about the Company
to trade its stock or other securities. “Material” information
is usually defined as any information that might influence
a reasonable investor to buy, sell or hold stock. Common examples
include financial results, financial forecasts, possible mergers,
acquisitions or divestitures, significant product developments
and major changes in business direction. Federal law also prohibits
employees who possess material, non-public information from
using it to tip anyone else who might trade on it.
Violation of the law may result in civil and criminal penalties,
including fines or jail sentences. Employees who are uncertain
about the legal rules governing purchases and sales of securities
they wish to make should review Administaff’s “Notice
of Insider Trading” and, if questions persist, consult
the General Counsel before trading.
Confidential and Proprietary Information
Information is a valuable corporate asset. All employees have
a duty to safeguard confidential and proprietary information
about Administaff and information that our vendors, clients
and worksite employees have entrusted to us. Generally speaking,
confidential and proprietary information is information that
has not been disclosed to the general public or that gives
our business an advantage over our competitors or could expose
us, our clients or worksite employees to harm or liability
if disclosed. Common examples include patents, trademarks and
trade secrets, as well as financial information, corporate
strategy and information about our clients, worksite employees
and vendors. Employees who are unsure about whether information
should be treated as confidential or proprietary must consult
with their immediate supervisor or the General Counsel. The
obligation to preserve confidential information continues even
after employment ends.
Fair Dealing
Administaff is committed to dealing fairly and honestly with
its clients, vendors, competitors and employees, and each employee
should endeavor to deal fairly with each of them. No one should
take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practice.
- Our Clients
Doing business in an honest and fair manner with our clients
means that we must earn and retain their business based
on the quality of our services and our ability to fulfill
our commitments. Employees may not offer clients any cash
payments or any benefits or rewards that violate applicable
law or our business practices or policies or that have
more than nominal value without Company Approval. Reasonable
business entertainment is permitted so long as it is not
in violation of applicable law and it is reasonable in
the context of the business at hand and facilitates the
Company’s interests.
- Our Vendors
Doing business in an honest and fair manner with our vendors
means that employees responsible for buying or leasing materials
and services on behalf of the Company must do so objectively.
We choose to deal with our vendors on the basis of the price,
quality and desirability of their goods and services. Employees
must not accept or seek out any benefit from a vendor or
potential vendor that would even appear to compromise their
judgment. In addition, it is against Company policy to require
that vendors give up trade with our competitors or purchase
our services in order to continue their relationship with
us, unless there is a legitimate business purpose for doing
so. Failure to adhere to this policy could also constitute
a violation of antitrust laws.
- Our Competitors
It is Administaff’s policy to compete solely on the
merits of our services. Accordingly, false or misleading
statements or innuendo about our competitors or their
services will not be tolerated. All comparisons of our
services
with those of our competitors must be accurate and factually supported.
Employees are strictly forbidden from using any illegal or
unethical methods to gather competitive information. This
includes stealing proprietary information or trade secret
information or attempting to induce disclosure of such information
by past or present employees of other companies. Anyone with
even the slightest concern about the legality of information
they possess or the means by which it was gathered should
consult with the General Counsel. Employees should treat
information about our competitors with sensitivity and discretion.
- Our Employees
Administaff recognizes that its employees are its most
valuable resource. The Company values the contributions
that each
of its employees makes and is committed to treating
every employee with respect. This includes preserving
the confidentiality
of employee records, refraining from unwarranted intrusions
into employees’ privacy and supporting to the greatest
extent possible employees’ aspirations in the workplace.
However, all employees remain subject to all other Administaff
policies and procedures, including but not limited to the “Use
of Communications System” policy.
Competition Restrictions
Federal and state laws govern the ways in which Administaff
may compete. The purpose of these laws (sometimes known
as “competition” or “antitrust” laws)
is to prevent interference with a competitive market system.
Under these laws, companies or individuals may not enter
into formal or informal agreements with other companies
or individuals or engage in certain other activities that
unreasonably
restrict competition. Illegal practices can include, among
others, price fixing, allocating clients or territories
or unlawfully abusing a dominant market position.
In contacts with competitors, employees are generally prohibited
from discussing competitively sensitive information, such as
pricing policies, contract terms, costs, marketing and product
plans, market surveys and other proprietary or confidential
information. Such discussions or any collaboration with a competitor
about competitively sensitive matters can be illegal. While
discussions of some sensitive information may, under certain
circumstances, be permissible, no such discussions with competitors
should take place without prior approval of the General Counsel.
Employees are required to report promptly to the General Counsel
any instance in which a competitor has raised any of these
topics or otherwise suggested collaboration with respect to
any of them.
Protection and Proper Use of Company Assets
Administaff’s success requires a commitment on the part
of all of its employees to the proper allocation and use of
its assets, tangible and intangible. Theft, carelessness and
waste have a direct impact on Administaff’s profitability.
For these purposes, the Company’s assets include equipment,
supplies, real estate, tools, funds, computer systems and equipment,
computer software, computer data, vehicles, records or reports,
designs, databases, marketing and service information, non-public
information, client and worksite employee information, intellectual
property or other sensitive information or materials and telephone,
voice mail or e-mail communications, as well as Company funds
in any form. We have a duty to protect the Company’s
assets from loss, damage, misuse, theft or sabotage. We must
also ensure the efficient use of the Company’s assets.
The Company’s assets are to be used for business purposes
only. Management must approve any use of Administaff assets
or services that is not solely for the Company’s benefit,
other than incidental personal use that does not create any
additional costs for the Company, interfere with work duties
or violate any company policy.
Accurate Books and Records
Federal law requires Administaff to make sure that its books
and records accurately and fairly represent transactions and
dispositions of our assets in reasonable detail. In all of
our operations, it is a violation of company policy, and possibly
illegal, for any employee to cause our books and records to
be inaccurate in any way. Employees must never create or participate
in the creation of records that are misleading or artificial.
Employees are expected to cooperate fully with our internal
and independent auditors. In particular, all employees must
strictly respect the following requirements.
- Access to Company Assets, Transactions
on Management’s
Authorization
Access to Company assets is permitted only in accordance
with management’s general or specific authorization
and transactions must be executed only in accordance with
management’s general or specific authorizations. Transactions
involving Administaff must be recorded to permit preparation
of our financial statements in conformity with generally
accepted accounting principles and related requirements and
to maintain accountability for Administaff’s assets.
- Accurate Books
All Company books and records must be true and complete.
False or misleading entries are strictly prohibited, and
the Company will not condone any undisclosed liabilities
or unrecorded bank accounts or assets established for any
purpose.
- Proper Payments
No employee may authorize payment of Company funds knowing
that any part of the payment will be used for any purpose
other than the purpose described in the documents supporting
the payment.
- Appropriate Controls
Administrative and accounting controls must be maintained
to provide reasonable assurance that Administaff is in compliance
with the above requirements and that financial and other
reports are accurately and reliably prepared, and fully and
fairly disclose all required or otherwise material information.
Complete, Fair, Accurate and Timely Disclosure
Administaff is publicly owned and its shares are listed for
trading on the New York Stock Exchange. As a result, Administaff
is obligated to file reports with and furnish information
to the Securities and Exchange Commission and to make various
other disclosures to the public. Administaff is committed
to the letter and spirit of full compliance with all requirements
applicable to its public disclosures. The Company has implemented
disclosure controls and procedures to assure that information
required to be disclosed in the Company’s public filings
is recorded, processed, summarized and reported within the
time periods required and that its public disclosures are
timely, compliant and otherwise full, fair, accurate and
understandable.
Employees who have responsibility for, or otherwise participate
in, the preparation of periodic reports filed with the Securities
and Exchange Commission or other public disclosures should
exercise diligence and care to do their part in helping make
sure that the reports and other communications contain disclosure
that is timely and understandable and is fair, complete and
accurate in all material aspects and in compliance with the
Company’s disclosure controls and procedures. This applies
not only to those employees who are regular participants in
the process for preparing periodic reports and public communications,
but also to those other employees from whom information is
sought with respect to particular operations and activities.
Even though the determination of what disclosures are necessary
to satisfy legal and other requirements may be the responsibility
of others, persons providing information in connection with
the disclosure process should always do so accurately and candidly.
The principal executive officer and the senior financial officers
of the Company are responsible for full, fair, accurate, timely
and understandable disclosure in the periodic reports required
to be filed by the Company with the Commission. As a result,
the principal executive officer and all senior financial officers
of the Company are subject to the following specific provisions:
- The principal executive
officer and each senior financial officer shall promptly
bring to the attention of
the Disclosure Committee any material information of which
he or she may become aware that could affect the disclosures
made by the Company in its public filings or otherwise assist
management in fulfilling its responsibilities.
- The principal executive officer
and each senior financial officer shall promptly bring
to the attention of the Disclosure
Committee and the Finance, Risk Management and Audit Committee
any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal controls
which could adversely affect the Company’s ability
to record, process, summarize and report financial data or
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the Company’s
financial reporting, disclosures or internal controls.
- The principal executive officer and each senior
financial officer shall promptly bring to the attention of
the General
Counsel, Finance, Risk Management and Audit Committee
and Chief Executive Officer (if applicable) any information
he or she may have concerning evidence of a material violation
of the securities or other laws, rules or regulations
applicable
to the Company and the operation of its business, by
the Company or any agent thereof, or of violation of this
Code
or of these additional procedures.
- The principal executive officer and each senior financial
officer shall promptly bring to the attention of the
General Counsel, Finance, Risk Management and Audit Committee and
Chief Executive Officer (if applicable) any material
transaction or relationship that arises and of which he or she becomes
aware that reasonably could be expected to give rise
to an actual or apparent conflict of interest.
Equal Employment Opportunity and Harassment
Administaff provides equal employment opportunities to all
employees and applicants without regard to race, color, religion,
sex, sexual orientation, national origin, age, disability,
military status, marital status or status as a Vietnam-era
or special disabled veteran in accordance with applicable
federal and state laws. In addition, Administaff complies
with applicable state and local laws governing nondiscrimination
in employment in every location in which the Company has
facilities. This policy applies to all terms and conditions
of employment, including, but not limited to, hiring, placement,
promotion, termination, layoff, recall, transfer, leaves
of absence, compensation and training.
It is the policy of Administaff to maintain a working environment
which encourages mutual respect, promotes respectful and congenial
relationships between employees and is free from all forms
of harassment of any employee or applicant for employment by
anyone, including supervisors, co-workers, vendors, or clients.
Harassment in any manner or form is expressly prohibited and
will not be tolerated by Administaff. Accordingly, Company
management is committed to vigorously enforcing this policy
against harassment, including but not limited to sexual harassment,
at all levels within the Company.
Health and Safety
Administaff strives to provide its employees with a safe and
healthy work environment. We are all responsible for helping
to achieve this goal by following safety and health rules.
Employees must learn the safety procedures applicable to their
jobs and abide by them.
Payments to Government Personnel
Practices that are considered acceptable in the commercial
business environment, such as providing meals, transportation,
entertainment or other things of value, may violate certain
local, state or federal laws when we are dealing with governmental
agents. Employees must not give anything of value to governmental
agents if this could be interpreted as an attempt to obtain
favor on behalf of the Company. Consult the General Counsel
if there is any uncertainty about permitted interactions with
governmental agents.
The Foreign Corrupt Practices Act generally prohibits giving
money or anything of value to foreign government officials,
foreign political parties or candidates for foreign political
office for the purpose of influencing such persons or a foreign
government. This includes making any payments through intermediaries,
such as sales representatives or consultants. Before making
any payment or giving anything of value to a foreign official,
employees should consult with the General Counsel. Violations
of the FCPA can result in stiff civil and criminal penalties
for both the Company and the individuals involved.
Commercial bribery of any nature is a violation of Administaff
policy and is illegal under state and federal law. Employees
are strictly prohibited from offering any form of bribe, kickback
or inducement to any person.
Government Investigations
Administaff will cooperate fully with any governmental investigation.
Any employee who reasonably believes that a government investigation
or inquiry may be threatened or under consideration with respect
to any of the Company’s operations or practices should
so notify the General Counsel and provide the basis for such
belief. Routine dealings with the government, such as our tax
audits and environmental inspections, are not covered by this
standard.
Waivers of and Approval Under the Code of Business Conduct
and Ethics
Any request for a waiver of any standard in this Code may be
granted only by an employee’s Management Team member
and must be notified in advance to the General Counsel. Only
the Board of Directors of the Company or a designated committee
of the Board may make waivers involving any of the Company’s
executive officers or directors, and all waivers granted to
executive officers and directors will be disclosed to the Company’s
shareholders. All personnel should be aware that the Company
generally will not grant such waivers and will do so only when
good cause is shown for doing so. The Board of Directors shall
be provided notice of any waiver granted.
Unless otherwise specified in this Code, “Company Approval” means
the approval of an employee’s Management Team member
or, for officers and directors, the approval of the Finance,
Risk Management and Audit Committee of the Board of Directors.
Reporting Illegal or Unethical Behavior
Any suspected or actual violations of this Code, any applicable law, rule or
regulation, our contractual undertakings or any other unethical behavior should
be reported immediately to your immediate supervisor, appropriate Management
Team member, the General Counsel or the Finance, Risk Management and Audit Committee
of the Board of Directors.
Administaff will not retaliate against any employee for reporting suspected violations
of laws, regulations or company policies. This means that
Administaff will not
terminate, demote, transfer to an undesirable assignment, or otherwise discriminate
against an employee for calling attention to suspected illegal or unethical acts.
This protection extends to anyone giving information in relation to an investigation.
However, Administaff reserves the right to discipline anyone who knowingly makes
a false accusation, provides false information to the Company or has acted improperly.
How to Contact the Finance, Risk Management and Audit Committee
The Finance, Risk Management and Audit Committee of the Board of Directors has
created a process for employees to use to transmit complaints to the committee
about accounting, internal controls or auditing matters. This includes the confidential
or anonymous submission of concerns regarding questionable accounting and auditing
matters. If you wish to raise a question or concern or report a violation to
the Finance, Risk Management and Audit Committee, you should go to www.ethicspoint.com or
call the Ethicspoint toll-free hotline at 1-866-384-4277.
Audits; Investigations; Disciplinary Action
Administaff will conduct periodic audits of compliance with this Code. Allegations
of potential wrongdoing will be investigated by the proper corporate official
and, upon the advice of the General Counsel, will be reported to the Board of
Directors (or the Finance, Risk Management and Audit Committee) and to the relevant
authorities. All employees are required to cooperate fully with any internal
or external investigation. Employees must also maintain the confidentiality of
any investigation and related documentation, unless specifically authorized by
the General Counsel to disclose such information.
Appropriate disciplinary penalties for violations of this Code may include counseling,
reprimand, warning, suspension with or without pay, demotion, salary reduction,
termination and restitution. Disciplinary action may also extend to a violator’s
supervisor insofar as the Company determines that the violation involved the
participation of the supervisor or reflected the supervisor’s lack of diligence
in causing compliance with this Code. Any person who takes any action whatsoever
in retaliation against any employee who has in good faith raised any question
or concern about compliance with this Code will be subject to serious sanctions,
which may include termination.
Employees are reminded that the Company’s document retention policies strictly
prohibit the destruction or alteration of documentation undertaken with the intent
to obstruct any pending or threatened investigation or proceeding of any nature
or in contemplation of a proceeding.
Where to Turn for Advice
Employees who have questions about this Code of Business Conduct and Ethics should
turn to their immediate supervisors in the first instance and then to their Management
Team member. Administaff’s open door policy gives employees the freedom
to approach any member of management with ethical questions or concerns without
fear of retaliation. The Company has also established a hot line, which can be
accessed by e-mail (www.ethicspoint.com). Employees who use the hot line are
guaranteed confidential treatment. All employee communications made in good faith
will be treated promptly and professionally and without the risk of retaliation
or retribution.
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