The DJE Family of Companies’

Code of Ethics and Business Conduct

JULY 2017
INTRODUCTION control procedures, using tools such as DJE’s Code of
Since we opened for business on October 1, 1952, we Ethics for Suppliers and Service Providers and DJE’s
have built our global enterprise on a foundation of Code of Ethics and Business Conduct for Affiliates.
ethics, values, and honesty. We have inherited a
This Code of Ethics and Business Conduct is
legacy from a group of professionals who lived by the
supplemented by the Day-to-Day Situation Guide,
highest standards of personal and professional
which addresses issues specific to our industry. If you
conduct. It is our responsibility to protect and expand
are uncertain about the proper course of action in any
that legacy.
situation, always ask for assistance using one of the
DJE’s Mission, Values and Principles provide avenues outlined in the ethics code or situation guide.
guidance in meeting this responsibility. Through Do not hesitate to contact us directly with questions.
The Relentless Pursuit of Excellence we will Sincerely,
provide exceptional quality in everything we do.
The Freedom to be Constantly Curious ensures
we remain students of our clients’ business. Richard Edelman Randall Corley
The Courage to do the Right Thing gives us President and CEO Global Compliance Officer
permission to challenge ourselves and our clients to
make certain we are operating with high ethical
standards.

Maintaining our firm’s reputation and position as a A Note from the
global leader in our industry demands a commitment Executive Committee
to excellence in service, ethical business practices,
The Code of Ethics and Business Conduct,
and compliance with the law. The Code of Ethics and
along with its companion piece, the Day-
Business Conduct helps our employees meet this to-Day Situation Guide, have been signed
commitment. It addresses common compliance and by Richard Edelman on behalf of the DJE
ethics issues facing global businesses today and Executive Committee. Every employee is
outlines the responsibilities we have to one another, responsible for reviewing and
to our clients and stakeholders, to the firm, and to our understanding the information, policies,
industry. and expectations set forth in these
documents. Thank you for your support
This code applies to all employees, officers, and in applying these standards to serve our
directors throughout the DJE family of companies clients every day and maintain our
position as a global industry leader.
worldwide 1. Third party representatives, such as
freelancers, subcontractors, affiliates and agents who
work on behalf of DJE, may also be required to
confirm their understanding and compliance with
relevant provisions of the code as required by DJE’s
compliance and ethics program and its internal

1
Daniel J. Edelman Holdings, Inc. includes Daniel J. Edelman, Inc., StrategyOne, Inc. d/b/a Edelman Intelligence, Zeno Group, Assembly Media,
Matter, Inc., United Entertainment Group Holdings, LLC (UEG), The K Group Public Relations Company, d/b/a Krispr Communications, Edible,
Inc., Edelman Miami Latin America Corp., The H & W Group, d/b/a Salutem, The R Group Public Relations Company, d/b/a Revere, First &
42nd, Inc., and all operating companies under the Edelman family of companies (collectively referred to as “DJE Holdings”, “DJE” or “Edelman”
in this document).

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Code of Ethics and Business Conduct

Table of Contents
APPLYING DJE’S PRINCIPLES TO DAY-TO-DAY BUSINESS PRACTICES .................................................................... 5
Edelman is committed to honesty. ......................................................................................................... 5
Edelman is committed to transparency. .................................................................................................. 5
Edelman is committed to fair dealing. ..................................................................................................... 5
Edelman ensures business activity aligns with the interests of all our stakeholders: clients, employees, and
other parties with whom we interact. ..................................................................................................... 6
Edelman strives to model best practices in all areas of our business. ........................................................ 7
Edelman does not violate legal obligations. ............................................................................................. 7
OUR RESPONSIBILITY TO ONE ANOTHER .............................................................................................................. 8
Reporting Your Questions or Concerns ................................................................................................... 8
Compliance & Ethics LISTEN LINE information and contact options……………………………………………………..……….9
What to Expect From Your Managers ................................................................................................... 10
Discrimination and Harassment ............................................................................................................ 10
Health and Safety ................................................................................................................................ 10
Drugs and Alcohol ............................................................................................................................... 11
Human Rights...................................................................................................................................... 11
OUR RESPONSIBILITY TO OUR CLIENTS AND STAKEHOLDERS ............................................................................ 12
Quality and Commitment to Our Clients ............................................................................................... 12
Conflicts of Interest ............................................................................................................................. 12
Confidentiality..................................................................................................................................... 14
Privacy and Personally Identifiable Information ..................................................................................... 15
Insider Trading .................................................................................................................................... 15
Agreements With Agencies/Consultants ............................................................................................... 17
Internal Controls ................................................................................................................................. 17
Accounting Records and Documentation .............................................................................................. 18
Record Retention ................................................................................................................................ 18
Billing and Expense Reporting .............................................................................................................. 19
Protection and Proper Use of Company Assets ...................................................................................... 20
Outside Employment ........................................................................................................................... 20
Using Corporate Opportunities for Self-Gain ......................................................................................... 21
OUR RESPONSIBILITY TO THE FIRM AND OUR INDUSTRY................................................................................... 22
Competition and Fair Dealing ............................................................................................................... 22
Gifts, Gratuities, and Entertainment ..................................................................................................... 22
Antitrust ............................................................................................................................................. 23
Working With Governmental Agencies as Customers............................................................................. 23
Conducting Business as a Global Organization ....................................................................................... 24
Investigations, Audits and Government Reporting ................................................................................. 27
Personal Political Activities................................................................................................................... 27
Code of Ethics Certification .................................................................................................................. 27

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Code of Ethics and Business Conduct

OUR MISSION
To provide public relations counsel and strategic communications services which enable our clients to build
strong relationships and to influence attitudes and behaviors.
• We undertake our mission through convergence by integrating specialist knowledge of practices and
industries, local market understanding, proprietary methodology and breakthrough creativity.
• We are dedicated to building long-term, rewarding partnerships that add value to our clients and our
people.
• Our clients are leaders in their fields who are initiating change and seeking new solutions.

OUR VALUES

THE RELENTLESS PURSUIT OF EXCELLENCE Bringing the best of ourselves and partners to our clients.

THE FREEDOM TO BE CONSTANTLY CURIOUS Tenacious and thorough approach that drives creativity
and growth for clients and ourselves.

THE COURAGE TO DO THE RIGHT THING Trusted and resilient partner for clients, colleagues and
communities.

OUR PRINCIPLES
• Edelman is committed to honesty.
• Edelman is committed to transparency.
• Edelman is committed to fair dealing.
• Edelman ensures business activity aligns with the interests of all stakeholders: clients, employees, and
parties with whom we interact.
• Edelman strives to model best practices in all areas of our business.
• Edelman does not violate legal obligations.

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Code of Ethics and Business Conduct

APPLYING DJE’S PRINCIPLES TO DAY- may appear to be an attempt to deceive public
opinion.
TO-DAY BUSINESS PRACTICES
By applying the DJE principles to our business • We are open and transparent in naming
practices, we demonstrate our commitment to the the organization(s) and interests we
pursuit of communication excellence based on represent.
powerful standards of performance,
• We counsel our clients on the importance
professionalism, and ethical conduct. In doing so,
of transparency in the source of funding
we build public trust and protect the reputation of
for any public communication we initiate
DJE, our clients, and our profession.
or for which we act as a conduit.

• We do not pay or provide any other
Edelman is committed to honesty. hidden reward in exchange for an
We build trust with the public by providing all expectation of coverage without adequate
information necessary for informed and and conspicuous disclosure that it’s
responsible decision making. sponsored coverage (as in the case of
advertorials).
• We adhere to the highest standards of
accuracy and truth in advancing the • We do not engage in grass roots
interests of our clients and in campaigns that create or make use of any
communicating with the public. organization purporting to serve one
cause while actually promoting a special
• We do not intentionally disseminate false
or private interest that is not apparent.
or misleading information or omit critical
information that is essential to avoid
misinformation. Edelman is committed to fair dealing.
• We take reasonable steps to evaluate the Employees, officers, and directors deal fairly with
reliability and basis for claims, or other clients, competitors, peers, vendors, public
information, before releasing it on behalf officials, the media, and the general public.
of our clients. Promoting healthy and fair competition among
• We act promptly to coordinate with our professionals preserves an ethical climate while
client to appropriately respond to any fostering a robust business environment.
erroneous communications for which we
• We avoid false, misleading or exaggerated
are responsible.
claims in advertising and marketing our
skills and services and in soliciting
Edelman is committed to
professional assignments.
transparency.
While a lack of transparency can sometimes yield • We do not mislead clients or colleagues
short-term results, it can call into question the about what can be competently delivered
integrity of communications and create an and achieved through public relations or
unacceptable level of risk for our reputation and other business activities.
that of our clients. We do not act in a way that • We do not pay or offer anything of value
that could be interpreted as an attempt to

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Code of Ethics and Business Conduct

fraudulently or unethically obtain or retain communication. We respect the
business. We ensure that business gifts independence, rights, rules, and
and entertainment meet applicable legal, guidelines established by the information
ethical, and cultural norms to preserve the media.
free flow of unprejudiced information.
• We are faithful to our clients’ needs. We
• We do not disparage or act in a way that provide independent and objective
may deprecate the professional counsel to our clients and act in their best
reputation of our competitors or their interests.
employees.
• We balance the needs of our clients with
• We do not collaborate or communicate our obligation to serve the public interest
with competitors in any way that may be and our profession. We avoid taking any
interpreted as an attempt to exert action that may discredit our client, our
improper influence on pricing, bidding or firm, or our profession.
the market for PR services.
• We do not represent any prospective
• We follow ethical hiring practices client that requires actions that would
designed to respect free and open violate our principles or this ethics code.
competition without deliberately
• We respect the customs, rules, practices,
undermining a competitor. We respect
and codes of conduct that apply to our
valid non-compete or similar agreements.
industry and practice areas in all countries
• We respect and preserve intellectual where we operate, including those related
rights in the marketplace. to our clients, colleagues, and fellow
professionals.

Edelman ensures business activity • We support and respect the free exercise
of human rights, in particular the freedom
aligns with the interests of all our of speech and of association, which affect
stakeholders: clients, employees, and the right of the individual to give and
other parties with whom we interact. receive information. In doing so we help
to maintain the public’s trust, which is
We serve the public interest by acting as a
essential for communicating clients’
responsible advocate for our clients. We provide a
messages effectively.
voice in the marketplace for ideas, facts, and
viewpoints that facilitate informed public debate • We avoid actions and circumstances that
and decision making. Our business activities are may appear to compromise good business
guided by a balanced consideration of the judgment or that create real, potential, or
interests of all our stakeholders, including our perceived conflicts between personal and
clients, employees, and the general public. We do professional interests. We do not
not unduly favor the interests of one to the represent conflicting or competing
detriment of another—or of society at large. interests without disclosing and obtaining
the express consent of those concerned.
• We act in a manner that preserves the
integrity of the channels of public

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Code of Ethics and Business Conduct

• We protect confidential, privileged, employees and associates so we can
“insider”, or other sensitive information better serve our clients.
related to DJE and current, former, and
prospective clients. We do not disclose,
except on the order of a court or other Edelman does not violate legal
regulatory agency acting within its obligations.
jurisdiction, any confidential information Obeying the law, in letter and spirit, is the
without the consent of the relevant foundation on which DJE's ethical standards are
parties. We do not use such information built. All employees must respect and obey the
to further our own interests. laws of the nations, regions, and cities in which we
operate. The Code of Ethics and Business Conduct
and other elements of DJE’s compliance and ethics
Edelman strives to model best
program are intended to help raise employee
practices in all areas of our business. awareness of the legal requirements that apply to
We acquire and responsibly use specialized our business. Employees should be aware of
knowledge and experience. We advance the situations that may require input from
profession through continued professional supervisors, managers, the Global Compliance
development, research, and education. We build Officer or the Office of the General Counsel about
mutual understanding, credibility, and the legal requirements that apply to their jobs.
relationships among an array of institutions and
audiences. We do not condone any act that violates the law,
even when such action appears to be in a client’s
• We actively pursue professional best interests.
development.

• We accept and assign work for which
practitioners are suitably skilled and
experienced. Where appropriate, we
collaborate on projects or obtain the Day-to-Day Situation Guide
necessary skill base or expertise to serve
our clients’ needs. The Code of Ethics and Business Conduct provides
good operating guidance for our business as a
• We stay abreast of local, national, and
whole. However, we are often confronted with
world events, including cultural, business,
issues that are unique to our role as
and political issues, to enable us to communications counselors that merit closer
provide well-informed counsel to our examination and direction. To that end, DJE
clients. developed the Day-to-Day Situation Guide. All DJE
employees must read and understand the situation
• We stay informed and educated about
guide and apply its insights to their practice needs.
practices in the profession to ensure
ethical conduct.

• We share information and experience
about best practices with our fellow

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Code of Ethics and Business Conduct

OUR RESPONSIBILITY TO respond to issues can put you, the firm, and our
ONE ANOTHER employees at further risk. If you are aware of
illegal or unethical conduct but fail to report it,
A global network of professionals dedicated to you may be subject to disciplinary action, where
supporting one another to meet the needs of allowable by law. Under some laws you may even
clients and other stakeholders is fundamental to be subject to legal action.
DJE’s success. In an increasingly interconnected
world, the action of any one employee can reflect Employees who violate the standards in this ethics
on the rest of the firm. code may be subject to disciplinary action up to
and including termination of employment as
Doing the right thing is everyone’s responsibility. allowable by law. Claiming that you were
It’s up to you and the people with whom you work following management’s instruction or common
to understand and comply with each of the practice is not an excuse, nor is claiming that an
following in carrying out your duties: illegal action is not enforced or is accepted by
local culture. You are accountable for ensuring
• Our Values, Mission and Principles your actions live up to DJE’s standards and
• Laws and regulations that apply to your expectations.
job
• Company policies and procedures, Reporting Your Questions or Concerns
including the Code of Ethics and Business DJE is committed to responding to its employees’
Conduct, the Day-to-Day Situation Guide, questions and concerns. If you see illegal or
and the DJE Human Rights Policy unethical behavior in the workplace, say
• Client contract provisions (contact your something. Whenever possible, discuss your
client relationship manager for questions or concerns with your supervisor first.
information on contractual requirements)

Sometimes the correct course of action is not The Mirror Test
evident as laws and regulations are often complex
We must avoid even the appearance of unethical or
and answers to ethical dilemmas are not always
unlawful behavior. Before taking any action on
clear-cut. Our policies and the Code of Ethics and behalf of DJE, ask yourself the following questions to
Business Conduct may not cover every possible better understand how the proposed action or
situation you may encounter in the workplace. To decision may be perceived:
that end, when the right choice of action is not • Is it legal?
apparent, remember to always ASK BEFORE YOU • Would I make the same decision if I knew it
ACT. would be disclosed in the newspapers, on TV, or
on the Internet?
If you are asked to do something or witness an • Would our clients approve?
activity that may be considered unethical or
• Would I be comfortable telling my co-workers,
against the law, against company policy, or against
family, and friends?
the Code of Ethics and Business Conduct, you are
expected to report your concerns to management If you can answer “yes” to all of these questions,
you are on the right track.
as described below. Failure to identify and

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Code of Ethics and Business Conduct

This is usually the quickest and most direct way to
About the Compliance & Ethics resolve an issue. If you are not comfortable doing
so, if the matter requires specialized expertise, or
LISTEN LINE if you feel your questions have not been
adequately addressed, ask for guidance from
The Compliance & Ethics LISTEN LINE gives higher levels of management or any of the
employees a way to confidentially communicate specialized resources DJE offers to support
questions and concerns to management. The employees, including human resources, the Global
phone lines are supported on a 24/7 basis by an Compliance Officer, the Office of the General
outside service company. Translation services Counsel, and the Compliance & Ethics LISTEN LINE.
are available for employees who are more
comfortable in a language other than English. Employees should feel comfortable voicing their
Anonymous reporting is not encouraged because questions and concerns. DJE prohibits retaliation
anonymous calls can be more difficult to of any kind against an employee who has
investigate and resolve effectively. However, if submitted a question or concern in good faith or
an employee wants to remain anonymous, he or who has refused to participate in activities that
she can do so. Confidentiality will be maintained violate this code. Any employee who retaliates
to the extent possible in all investigations. All against an employee for reporting a concern in
calls received will be investigated as appropriate good faith may be subject to disciplinary action as
based on the individual facts and circumstances.
allowable by law. This policy does not prohibit
All DJE employees, officers, and directors are
disciplinary action against an employee who
expected to cooperate fully with investigations.
submits a report that he or she knows to be false.

LISTEN LINE Confidential Communication Options

Secure Web Submission Form www.mycompliancereport.com / Access Code: DJE

Toll-Free Phone: U.S. & Canada: 1-844-223-4172

Other 1. Dial your country access code (see listing on page 28)
Countries: 2. Wait for second dial tone or the instruction – “dial the number you are calling”
3. Dial 844-223-4172 (This number is referred to as a U.S. Toll-Free Number)

E-mail Address for DJE Compliance compliance@djeholdings.com
Department
Note: With the exception of the email address, which is monitored by the Global Compliance Officer, all comments or questions submitted to the
Compliance & Ethics LISTEN LINE are received by an independent outside company. If anonymity is requested, all personally identifiable
information related to the call will be removed from the report before it is submitted to DJE senior management for review and resolution.

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Code of Ethics and Business Conduct

What to Expect from Your Managers personal appearance or family responsibilities; or
on protected veteran, military, parental or marital
The Code of Ethics and Business Conduct can be
status, or any other status protected by national,
effective only in a corporate culture that is
regional, or local laws.
committed to compliance and ethical business
practices. DJE’s management team plays a crucial
Please contact your human resources
role in cultivating this culture.
representative or the Global Compliance Officer if
you have questions regarding DJE’s policy on
Our managers are expected to:
harassment or sexual harassment.
• Live the DJE values, mission and principles.
Such harassment is unacceptable and violates DJE
• Demonstrate an uncompromising policy. If you are found to have committed
commitment to ethical and legal business discriminatory harassment, retaliation, or serious
practices. related behaviors, you may be disciplined up to
and including discharge as allowed by applicable
• Demonstrate consistency between words
law.
and actions.
• Ensure that employees implement the Health and Safety
policies, procedures, and internal controls
The firm strives to provide all employees with a
that apply to their positions.
safe and healthy work environment. Everyone
• Respond consistently and appropriately to must play a part by adhering to safety and health
violations of our policies, the Code of rules and practices, and by immediately reporting
Ethics and Business Conduct, and accidents, injuries, and unsafe equipment,
applicable laws and regulations. practices, or conditions to HR and their managers
• Listen and respond appropriately to (or office manager).
questions and concerns that are voiced by
our employees. Violence and threatening behavior are never
permitted. Weapons of any type are prohibited in
the workplace, even where allowed by local law.
Strengthening our Workplace -
We also need to promote safety in the conduct of
our client services. When developing promotional
Discrimination and Harassment
items, events, or campaigns for clients, always
The diversity of the firm’s staff is a corporate consider and appropriately address possible safety
objective. We are committed to providing equal concerns.
opportunity in all aspects of employment
and will not tolerate discrimination or harassment There may be times when you need to operate a
of any kind. DJE's policy strictly prohibits sexual vehicle or equipment as part of your
harassment, retaliation, and harassment because responsibilities. DJE prohibits the use of any
of race, color, religion, creed, gender, nationality, equipment in a way that may cause distraction or
ancestry, citizenship, political affiliation, sexual result in injury or damage. Distractions may
orientation, disability, age, gender identity or
expression, genetic information, pregnancy,

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Code of Ethics and Business Conduct

include, but are not limited to, television, two-way
pagers, cell phones, laptop computers, personal
digital assistants (PDAs), and other items that may What if there is a Situation Beyond
compromise your ability to operate a vehicle or my Control that Could be Perceived
equipment responsibly and safely. as a Violation of this Code?

Drugs and Alcohol
These situations should be very rare, but can
Employees should report to work in condition to possibly occur on occasion. For example, suppose
perform their duties, free from the influence of a recent marriage creates a familial relationship
alcohol or illegal drugs. The use of illegal drugs in that might be viewed as a conflict of interest with
the workplace is not tolerated. an existing client. Or you’ve been asked to work
on a newly acquired client that will give you
At times, alcohol may be available at firm- access to inside information on a publicly-traded
sponsored functions and business-related company in which you already own stock.

activities. In such situations, employees should You should contact the Global Compliance Officer
use discretion and act responsibly to ensure their in cases such as these to discuss the specifics of
safety and the safety of others. your situation. The Global Compliance Officer will
help evaluate the circumstances and explore
options on how to resolve the matter to mitigate
Human Rights any risk to you, the firm, its clients, or their
The key tenets of DJE’s business are reputation, stakeholders.
leadership and transparency. Respecting human
rights is therefore an essential part of how we do
business. As a signatory of the U.N. Global
Compact, DJE supports internationally accepted
principles regarding human rights, labor
standards, the environment and anti-corruption,
including the United Nations Declaration on
Human Rights and core ILO conventions. DJE
seeks to operate our business in a manner that
upholds these principles. For more information,
please see DJE’s Human Rights Policy.

JANUARY 2016
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Code of Ethics and Business Conduct

OUR RESPONSIBILITY TO acquire and responsibly use specialized
OUR CLIENTS AND knowledge and expertise where necessary
STAKEHOLDERS to meet our client’s needs.

• We are committed to honesty and
Quality and Commitment to Our transparency in providing client services.
Clients We act promptly to correct erroneous
We are partners with our clients in dynamic, communications for which we may be
creative relationships. We thoughtfully and responsible.
responsibly identify our clients’ objectives and
assemble the right mix of skills and resources to
meet them. We value our clients’ perspectives Conflicts of Interest
and anticipate their needs. With intelligence and Our business practices must be conducted in the
ingenuity, timeliness and accuracy, we deliver best interests of DJE and its clients. We must
informed analysis, strategic thinking, effective make every effort to avoid situations where our
writing, breakthrough creative, excellent decisions or actions could be questioned due to an
execution, and sound measurement. We are actual or perceived conflict of interest. A conflict
committed to the smart financial management of of interest can exist in different forms, including
their businesses. We will exceed their when a person's private interests interfere with
expectations every day. the interests of DJE or when accepting a
prospective client could undermine an existing
We apply the following standards in serving our commitment to another client.
clients:
Client Conflicts – DJE is responsible for addressing
• We design and execute our client identified conflicts of interest between existing or
campaigns in a manner that upholds the prospective clients. In many cases, the existence
integrity of our clients, DJE, and our of a potential conflict does not prohibit our firm
industry. from being able to serve multiple clients. Using
good judgment to proactively identify and assess
• We are independent and objective in
potential conflicts, and developing thoughtful
providing strategic counsel to our clients.
strategies to address them, can enable both an
• We act in the best interest of our clients, existing client and a potential prospect to be
while at the same time honoring our comfortable with DJE’s concurrent representation
obligation to observe the interests of of both of their interests. To be successful, these
society and the public good. strategies and safeguards must address the
• We accept only client assignments that we following:
can manage effectively. We ensure that
• Confidentiality and separation of both
we have the right expertise, time, budget,
client and prospect information; and
and resources to successfully serve our
clients’ needs. • Separation and focused dedication of the
• We ensure that our employees are core account teams to the success of each
qualified through appropriate hiring party’s interests.
practices and ongoing training. We

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Code of Ethics and Business Conduct

Before signing a contract, general/country If you have questions about a potential client
managers and/or practice leaders are responsible conflict or how to best handle it, always be sure to
for assessing whether a potential conflict of consult with our global leaders, regional leaders,
interest exists. This may involve the following: practice leaders, GCRM’s, CRM’s or Global
Compliance Officer for guidance.
• Contacting other global, regional, and
practice leaders as appropriate to assess Exclusivity Agreements – If a client requests
whether they believe potential conflicts exclusivity, DJE will analyze the situation and may
may exist, and whether they would be consider whether or not granting exclusivity on a
perceived as potential conflicts; limited basis makes good business sense. Where
appropriate, exclusivity should be limited:
• Consulting DJE’s proprietary client
database (“Hunter” or “Hammer”, as • By account team
applicable) to determine if potential • By geography
conflicts may exist; and • By practice
• By brand or service
• Where available, consulting DJE’s contract
• By duration of the project
database to determine if contractual
• By all of the above
exclusivity exists with a client that could
apply to the prospect.
To avoid imposing unnecessary restrictions on our
ability to add new clients, any exclusivity
DJE’s Client Conflicts Policy, together with its
commitments must be formally approved by the
companion document “Safeguards for Addressing
appropriate level of management. For example,
Potential Client Conflicts” discuss the issues
only account team exclusivity may be granted by a
surrounding potential client conflicts and the
local General Manager. Anything beyond account
various strategies that may be used to address
team exclusivity must be escalated to more senior
them. Bear in mind that every situation and every
management for approval. See DJE’s Client
business relationship is unique. The best strategy
Conflict Policy for the required level of approval
to choose to address a potential conflict will
depending on the degree of exclusivity being
depend on the circumstances and require the
requested by the client.
exercise of good professional judgment.
Be careful not to make any statements that could
Regardless of the strategies and safeguards that
lead a client to believe that they have exclusivity
may be used, the key in almost all cases is
rights where no contractual exclusivity exists.
transparency in disclosing the potential conflict
Exclusivity should only be granted through a
and the safeguards that we plan to implement to
written, signed contract.
address it. In most cases we need to disclose our
plans on how we will address the potential conflict
DJE abides by all signed exclusivity agreements.
to both the existing client and the prospective
new client before committing to the new client. Personal Conflicts – A personal conflict can arise
Exceptions to this must be specifically approved by when the actions or interests of our employees,
DJE’s Client Conflicts Committee. officers or directors, or their immediate family

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Code of Ethics and Business Conduct

members could raise questions about whether our
work is conducted objectively in the best interest What Do I Do if It Appears That I
of DJE and our clients. The following policies are Have a Personal Conflict of Interest?
designed to avoid potential personal conflicts of
interest: If you find yourself in a position where the
appearance of a conflict of interest may exist, you
have several options:
• Employees may not have a financial
interest in clients, suppliers, • If it’s a conflict with a client, you can remove
yourself from the client engagement.
subcontractors, or competitors. This
policy does not apply to insignificant • If it’s a conflict about hiring a freelancer or
employee or making a purchase decision with a
investments (less than 5% of the supplier, you can remove yourself from the
employee’s net worth, or as otherwise decision.
dictated by applicable law), investments If you feel that the circumstances surrounding the
through mutual funds, or similar potential conflict would not impair your objectivity
investment means in which the employee or independence, contact your manager or the
Global Compliance Officer for guidance.
has no control over the selection of
investments included in the funds.
Conflicts of interest may not always be clear-cut.
Although insignificant investments in
Whether a personal conflict of interest exists
clients are allowed, employees must never
often depends on the circumstances, which means
buy or sell client stock when they are
that such situations must be evaluated on an
aware of material undisclosed information
individual basis. Always be aware of how a
about that client (see discussion on insider
relationship or interest may be perceived by
trading, below).
others. Discuss any situation that you think could
• Employees may not receive improper be perceived as a conflict of interest with your
personal benefits as a result of their manager, and contact the Global Compliance
position at DJE. For example, an Officer if you have any questions.
employee cannot use his/her position or
relationship with a client to obtain Any employee or officer who becomes aware of a
unreasonably favorable pricing, terms, or conflict or potential conflict should bring it to the
loans for the purchase of the client’s attention of a supervisor, manager, the Global
products or services. Compliance Officer, or other appropriate
personnel, or refer to the procedures described in
• Employees may not work simultaneously
the section Reporting your Questions or Concerns.
for a DJE competitor, client or supplier.
While employed by DJE, they are not
allowed to compete with DJE or serve as Confidentiality
consultants or board members for The nature of our work often gives us access to
competitors. confidential information that is not available to
• Loans by DJE to directors, officers and the public, which, if disclosed, could be useful to
employees may raise conflict issues and competitors or harmful to the firm or its clients.
therefore require approval by the We may become aware of confidential
Executive Committee. information while serving our clients or having

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Code of Ethics and Business Conduct

access to intellectual property and other sensitive Employees in violation of this policy may be
DJE information, including client lists, contacts, subject to appropriate disciplinary action, up to
proprietary tools, and trade secrets. Support and including termination as allowable by law.
employees may also have access to confidential
internal financial, medical, employee, or supplier The obligation to preserve confidential DJE or
information. client information continues even after
employment ends. The obligations associated
Before starting their employment at DJE, all with the handling of confidential client
individuals must sign a nondisclosure agreement information and material survives expiration or
in which they pledge to maintain the termination of a contract for one year or longer as
confidentiality and security of confidential or determined by the applicable client agreement.
otherwise qualified information entrusted to them
by the firm or its clients. Exceptions are granted
only when authorized by the general counsel or Privacy and Personally Identifiable
permitted by local laws or regulations. Information
At Edelman, we are strongly committed to
In handling material between DJE and clients, protecting privacy. Edelman has adopted global
employees should use reasonable efforts to keep privacy principles which guide how we manage
all such information and materials confidential. and protect personal data and demonstrate how
fair information practices are embedded in our
• Limit access to confidential information to culture. Read more on our Global Privacy
those who need to know it in order to Principles.
fulfill contract terms or complete their job
responsibilities. We need to be aware of situations where various
• Be careful about discussing sensitive privacy and data protection regulations apply to
information in public places, like the information that we collect and use in our day-
elevators, restaurants and airports. to-day business activities. Internally, it applies to
information that we receive from our employees
• Secure memos or other documentation and process as part of our Human Resources
containing confidential information. function. However, it may occasionally apply to
• Always consider confidentiality, privacy, client engagements as well (for example, if we
and the need to know before distributing collect or receive patient data on behalf of a
and forwarding correspondence, healthcare client, or collect or receive customer
announcements, or other data on behalf of a banking client). Whenever we
communications, including e-mail are handling personally identifiable information
messages, to internal or external parties. (PII), we need to carefully follow applicable data
protection laws. These laws typically involve the
• Take particular care in corresponding with
following considerations:
outside parties. Do not forward internal
e-mail messages to outside parties
• Notice – How do we (or our clients)
without the knowledge or consent of your
ensure the individual knows what PII is
general manager.
being gathered and what it will be used
for?

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Code of Ethics and Business Conduct

• Choice/Consent--How do we or our clients
ensure that the individual clearly indicates
his/her consent to the use of the
information being collected?
• Onward Transfer – Will PII be transferred
to any outside 3rd parties? If so, what
steps do we take to ensure that the
outside 3rd party is contractually required
to protect the privacy of the PII consistent
with our own policies and privacy
principles.
• Security – What controls are in place to
safeguard the PII in both hardcopy and
electronic format, as applicable?
• Data Integrity – How do we ensure the PII
is reliable and used only for the intended
purpose?
• Access – How can an individual for whom
PII has been collected obtain access to
that information?
• Recourse- How do individuals know who
Insider Trading
to contact with complaints as well as As part of our communications services,
which government regulator they should employees will often become aware of sensitive
contact (or our clients may utilize some nonpublic information about our clients. This can
sort of alternative independent dispute include, but is not limited to, information about
resolution mechanism). Whoever receives new product development, registration or
a complaint regarding the use of releases, earnings information, crisis situations,
information must respond promptly. management changes, mergers and acquisitions,
stock splits or dividends, and pending product
recalls.
Particular care must be taken where handling
sensitive data as additional legal requirements will Employees who have access to such confidential
likely apply. Sensitive data includes PII specifying information may not use or share it for stock
medical or health conditions, racial or ethnic trading (buying or selling) purposes or for any
origin, political opinions, religious or philosophical purpose other than the conduct of our business.
beliefs, trade union membership or information All nonpublic information about DJE and its clients
specifying the sex life of the individual. should be considered confidential. It is unethical
and illegal to use nonpublic information for
If you will be collecting or processing PII, whether
personal financial benefit or to tip others who
for DJE directly or on behalf of a client, be sure to
might make an investment decision based on this
contact DJE’s Global Privacy Officer or Global
information. Even inadvertent disclosure of
Compliance Officer for guidance.
nonpublic information about a publicly traded
company can subject you to severe civil and

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Code of Ethics and Business Conduct

criminal penalties. Avoid discussing confidential rather than contracts from third parties. If it is
nonpublic information with friends and family necessary to use the client’s form or to modify or
members because you cannot control how they add contract terms to meet a client’s
may use or discuss that information. requirements, the revised contract or terms must
be reviewed and approved by legal counsel before
If you have questions, please consult the Office of any agreement is finalized.
the General Counsel.
Only certain employees have the corporate
authority to sign contracts on behalf of DJE. No
Agreements with individual should sign a third party contract,
Agencies/Consultants invoice, commitment, or authorization to start
When we hire agents, consultants, contractors, work unless authorized to do so.
and other parties to work on client engagements,
their actions reflect on our firm. Arrangements
with these parties should be in writing using a Internal Controls
contract that has been pre-approved by general Given the complexities of operating in a global
counsel (or by other legal counsel authorized by marketplace, it can be difficult for employees to
the Office of the General Counsel). The document fully understand every detail of the operational,
should clearly describe the services to be financial, and legal requirements that apply to our
rendered, the commission or fees to be business. DJE and its subsidiaries have designed
paid, how fees are to be paid, the length of the internal controls to help our employees meet
agreement, as well as confirm the commitment these many requirements. They include our
that the party has to comply with all laws and policies and procedures, forms and
regulations. documentation, training and communication, and
auditing or reporting procedures. Our employees
Third party suppliers and service providers used by must understand and comply with the controls
DJE are expected as a condition of engagement to that apply to their jobs and never take shortcuts
comply with the provisions set forth in DJE’s Code to sidestep these controls.
of Ethics for Suppliers and Service Providers.
These third party suppliers are expected in turn to
communicate these standards to all applicable
What if I become aware of a
individuals performing services for DJE or our situation where our policies and
clients. procedures are not being followed?
Failure to follow our internal controls can put the
Any commissions or payments DJE receives that
company at risk for violating financial, operational, or
exceed the terms of a contract or agreement legal obligations. If you become aware of a situation
should be acknowledged in writing and provided in which our internal controls are not being properly
to the office of general counsel. implemented, you are expected to report the matter
to management so that it can be addressed. If you
Certain clients require specific language to be do not think the matter has been appropriately
included in contracts with third parties engaged to resolved, contact the Compliance & Ethics LISTEN
provide services on their behalf. DJE’s policy is to LINE in accordance with the procedures described
use DJE standard contracts whenever possible under Reporting Your Questions or Concerns.

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Code of Ethics and Business Conduct

Accounting Records and substantiate the actual work product and
Documentation value delivered by consultants, freelancers
and other third party service providers.
Honest, accurate recording and reporting of
financial information is essential for making • Accuracy in internal and external
informed and responsible business decisions. The operational and financial reporting is
financial and accounting records of DJE and its required.
subsidiaries must be maintained in accordance
with generally accepted accounting principles or All business documents are DJE property and
international financial reporting standards (as should always be professional and factual. This
appropriate) and implemented consistently applies to all books, records, reports,
throughout the organization. Any change in an correspondence (including emails), and other
accounting policy or significant accounting formal and informal business documentation.
assumption must be approved by the regional
chief financial officer before it can be
implemented. Record Retention

Corporate records are important assets of the
DJE’s and its subsidiaries’ books, records,
firm. These include all records that we produce,
accounts, and financial statements must be
whether paper or electronic, related to DJE
complete and maintained in reasonable detail,
business. A record may be as obvious as a
accurately and fairly reflect the firm's transactions,
memorandum, an e-mail, a contract, or a case
and conform to applicable legal requirements as
study or as seemingly insignificant as a
well as DJE’s system of internal controls.
computerized desk calendar, an appointment
• Revenues and expenses must be matched book, or an expense record.
and recorded in the appropriate period.
The law requires that companies maintain certain
Expenses may never be improperly
types of corporate records for specified periods of
deferred nor revenues recorded before
time. Failure to do so could subject you and the
they should be recognized.

• Undisclosed or unrecorded funds, or “off
the books” assets or liabilities, are never Exceptions to Record Retention
allowed. Periods
• Book entries must reflect the true Firm or client-related documents may need to be
economic nature of the underlying retained beyond the stated destruction schedule
transactions. when you have reason to believe or the firm
informs you that the records are relevant to:
• Business records must never be falsified, • A government investigation.
altered, or destroyed for fraudulent • Threatened, pending, or potential litigation
purposes, or in violation of record (i.e., a dispute that could result in litigation).
retention or client requirements. • A contractual obligation to retain certain
records.
• Documentation (e.g., emails, reports, etc.) In these cases, you must preserve all relevant
must be retained where available to records until general counsel determines that the
records are no longer needed.

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Code of Ethics and Business Conduct

firm to penalties and fines, cause the loss of legal Allocation of hours to various projects and
rights, obstruct justice, spoil potential evidence in activities must be accurately entered into the
a lawsuit, place the firm in contempt of court, or system. Billing transfers among projects and
put the firm at a serious disadvantage in litigation. activities should be made only to correct data
DJE expects all employees to fully comply with any entry errors and never to misrepresent where
published records retention or destruction policies hours were actually worked.
and schedules. The firm’s Record Retention
Policy, including applicable retention periods, is • Bill Rates – Client invoices must reflect bill
posted on the Compliance and Ethics Program rates that are appropriate to the employee’s
employee intranet site (e.g., Fusion). title, experience, and client contract. Do not
substitute a different employee title with a
Failure to comply with our document retention different billing rate than agreed to in a client
policies may result in disciplinary action against contract without written approval of the client
the employee, including suspension or or as determined at the start of an
termination as allowable by law. engagement.

Questions about this policy should be referred to • Expenses – Business expense reports must be
the Office of the General Counsel. documented and recorded accurately. If you
are not sure whether a certain expense is
Keep in mind that DJE’s email system will appropriate, ask your supervisor or your
systematically delete emails after a preset period
of time. Any emails that need to be retained for controller. Rules and guidelines are available
record retention, accounting, or documentation from the finance department. Any out-of-
purposes will need to be moved to a personal pocket expense that may be passed along to
Outlook folder in order to avoid being
automatically deleted.

Billing and Expense Reporting
In any service business, accurate client billing
based on the terms provided in the contract with
the client is essential. All employees must
diligently follow DJE’s policies and procedures and
our client contractual provisions to ensure that we
bill our clients appropriately.

• Hours – DJE requires that all hours spent
working be recorded. Only actual hours
worked should be recorded and allocated to
the appropriate client or charge code.
Timesheets should be filled out daily. In
circumstances where this is not feasible,
timesheets should be filled out weekly.

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Code of Ethics and Business Conduct

the client must be billed as dictated by the Unauthorized use or distribution of proprietary
terms of the client contract. Where estimated information could violate DJE policy. It could also
costs are billed in advance to clients, these be illegal and result in civil or criminal penalties.
must be subsequently reconciled to actual
costs incurred and adjusted where stipulated
in the applicable client contracts. Outside Employment
Employees are expected to devote their full time,
attention, and energies to the business of DJE.
Protection and Proper Use of Company While outside employment is discouraged, it is
Assets permissible with DJE’s prior approval if it meets
All employees should make every effort to protect the following criteria:
the firm's assets and ensure they are used
properly for legitimate business purposes. Theft, • It does not interfere, compete, or
carelessness, and waste have a direct impact on otherwise conflict with DJE’s interests;
our profitability. Any suspected incident of fraud,
• It does not prevent the employee from
embezzlement, or theft should be reported to the meeting the responsibilities and demands
regional CFO and the Global Compliance Officer of his or her company-required work;
immediately for investigation. Expenditures
should be made only in accordance with the • The nature of the outside work would not
company’s authorization and control procedures. pose a risk to DJE’s reputation if disclosed;
and
Do not use DJE equipment for non-company • Details of the outside employment are
business. Incidental personal use may be disclosed to DJE and written approval is
permitted, provided there is no measurable obtained from the employee’s supervisor
increase in cost or loss of productivity. and from human resources management.

The obligation of employees to protect the firm's
assets also includes its proprietary information,
which includes items such as:
What are the restrictions on use of
• Intellectual property such as trade secrets, computer hardware and software?
patents, trademarks, and copyrights
Care must be taken to avoid abuse of our
• Business, marketing, and service plans
computers, software, e-mail, and the Internet. All
• Designs software must be properly licensed and authorized
• Databases by DJE’s Information Security office before it is
installed on any DJE computer. Never use your
• Client reviews
work computer for illegal downloading or copying of
• Records copyrighted material, accessing pornography,
• Salary and personnel information gambling, or conducting any other illegal activity.
The policies on use of company hardware and
• Unpublished financial data and reports software are beyond the scope of the Code of Ethics
• Other nonpublic information about DJE. and Business Conduct. Please refer to DJE’s IT
Department for more information.

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Code of Ethics and Business Conduct

Approval may later be withdrawn if it is believed All results and proceeds of your work (e.g.,
to be in the best interests of DJE. Refusal to materials, designs, information, files, ideas,
comply with a request to discontinue outside concepts, products, or services developed during
employment may result in termination of the course of your employment) belong solely and
employment as allowable by law. exclusively to DJE or the client for which your
services are provided. As such, you retain no
This policy applies to ownership and management rights to any of your work and may not use the
of outside business interests as well as outside results of your work for any purpose other than
employment opportunities. for the benefit of DJE or its client. In some cases a
client or DJE may request that you sign an
DJE encourages outside involvement in agreement indicating DJE’s or the client’s
community, industry, and charitable activities, ownership of your work.
including directorships in nonprofit community
organizations, as long as they do not cause Contact the Global Compliance Officer if you have
conflicts of interest or create demands that questions about how this policy applies to a
interfere with the job. specific situation.

Using Corporate Opportunities for
Self-Gain

Employees, directors and officers have a
responsibility to DJE to advance the firm’s
legitimate interests. No employee may use
corporate property, information, or position for
improper personal gain. Employees cannot
compete with the firm directly or indirectly nor
can they help any third party compete with the
firm.

Employees must never receive any kickbacks,
rebates, or any other personal benefits as a result
of a corporate purchase of goods or services. In
general, if you or your family stands to receive a
personal benefit from a corporate purchase that
you are involved with (including but not limited to
selection or approval of the vendor and/or terms
and conditions of sale), it is prohibited. Note that
this does not apply to vendor discounts or rebates
that have been corporately approved and are
available to employees as a whole rather than
individually.

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Code of Ethics and Business Conduct

OUR RESPONSIBILITY TO Gifts, Gratuities, and Entertainment
THE FIRM AND OUR The purpose of business entertainment and gifts
INDUSTRY in a commercial setting is to promote general
business goodwill and sound working
relationships, not to gain unfair advantage over
Competition and Fair Dealing our competitors. To be considered acceptable,
We seek to outperform our competition fairly and gifts or entertainment must:
honestly, and not through unethical or illegal
business practices. Although we are interested in • Not be in cash or cash equivalents
information about our competitors, stealing • Be consistent with customary business
proprietary information, obtaining it through practices
deceptive practices, or possessing or using trade-
• Be nominal in value
secret information that was obtained without the
owner's consent is prohibited. • Occur infrequently (for example during the
holiday season)
We deal fairly with our clients, suppliers,
• Not be construed as a bribe or payoff
competitors, and employees. No employee
should take unfair advantage of anyone through • Take the form of entertainment where the DJE
manipulation, concealment, abuse of privileged employee is present (see call-out box for more
information, misrepresentation of material facts, explanation)
or any other intentional unfair-dealing practice.
• Not violate any applicable laws or regulations
We do not hire, commission, or retain a
competitor's current or former employee solely to • Be accurately recorded on the books of the
obtain such information. paying entity

All DJE employees are required to comply with any How do gifts differ from
noncompete agreements they have signed, entertainment?
whether at DJE or with another company. If you
have signed a noncompete agreement with a While gifts must be nominal in monetary value,
previous employer, it is your responsibility to the cost of entertainment (e.g., the cost of
review that agreement to ensure that it will not dinner, a round of golf, or tickets to a sporting
event) is often higher. To be considered
prohibit you from working with DJE. Discuss any
entertainment, a DJE employee must be present
questions or concerns you have about the terms at the event with the client or business associate
of a noncompete agreement with the human in order to develop the business relationship.
resources department.
It would be inappropriate to simply give a client
expensive tickets to a sporting event (a gift),
Show respect to all of our business partners. where the value could appear to be an attempt
Avoid exaggeration, derogatory remarks, to improperly influence their actions. However,
unsubstantiated assumptions, or inappropriate it may be appropriate to accompany the client to
such an event in order to build our business
characterizations of people and companies in all
relationship (entertainment). In all cases, the
business documentation and communication. This cost must be reasonable and common sense
applies equally to e-mail, internal memos, and applied.
formal reports.

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Code of Ethics and Business Conduct

Routine business-related entertainment including • Do not enter into any formal or informal
business lunches and dinners, sports outings and agreements with clients that make the
cultural events are acceptable under this policy sale of our services conditional on
where allowed by law. Employees are expected to purchase of the client’s goods or services.
use common sense to avoid even the appearance
of impropriety and to ensure that the activity In fact, don’t even engage in any informal
cannot be construed as a bribe or improper discussions that are in any way related to these
incentive to influence a business partner’s action. topics, since antitrust laws apply to both formal
and informal agreements and communications.
National, regional, and local laws or regulations For example, a simple discussion of pricing
often restrict offering gifts or entertainment to between two or more competitors may be seen as
government personnel. See the section on an informal means of price fixing, even if nothing
working with the government as a customer for is formally agreed to. These laws are complex,
further discussion. cover a wide range of conduct, and have serious
consequences for violations. Contact the Global
This policy applies to giving and receiving gifts, Compliance Officer or the Office of the General
gratuities, and entertainment by employees and Counsel if you have questions or if you are
agents of DJE. Please contact the Global approached by a competitor to discuss sensitive
Compliance Officer about offering or accepting competitive information.
any gifts you are unsure about.

Working with Governmental Agencies
Antitrust as Customers
The antitrust laws prohibit practices that tend to Unlike other business-to-business transactions,
decrease competition, create unjustified governmental purchases are paid for by tax
discrimination in pricing, or produce other revenues. Government purchasing decisions must
artificial influences on the market. The antitrust be unbiased and made in accordance with the
laws apply to the actions of employees at any level public trust. Business with governmental agencies
within any organization, not just to those of is often highly regulated and can create significant
monopolies or senior executives. Following are legal risks to the firm if not conducted properly.
some of the key requirements of these laws: Issues to be considered when conducting business
with the government include the following:
• Do not enter into any agreements with
our competitors to fix prices. • Bidding for government work is usually
• Do not enter into any agreements with done through an open tender process. Be
our competitors to allocate markets or factually correct when responding to a
customers. request for proposal (RFP), providing
information, or making statements to a
• Do not exchange information with our governmental entity or official in
competitors about pricing or customers connection with our business.
without consulting the Office of the
General Counsel. • Government contracts often include
terms and conditions that are not typical

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Code of Ethics and Business Conduct

in commercial business transactions. Be U.S. are required to report criminal drug
sure that the project team understands convictions to the human resources department
and complies with all contractual terms of within five days of conviction.
any governmental contract. Contracts for
governmental clients must be reviewed by
the Office of the General Counsel or other Conducting Business as a Global
authorized outside legal counsel before Organization
they can be signed or work can start. DJE is a global leader in our industry. As a U.S.
domiciled company, it is important that all of our
• Offering gifts to or paying for meals and
offices worldwide understand that they must
entertainment of government officials is
comply with both U.S. and local laws that govern
often severely restricted – or forbidden
the conduct of business across international
outright – by national, regional or local
borders. These include, but are not limited to, the
laws or regulations. Any such prohibited
following:
gift or entertainment for an official or
employee of a government entity is not
• Anti-Corruption Regulations – We will never
only a violation of the firm’s policy but
obtain a client in a way that can be perceived
also could be a criminal offense. If you are
as questionable from either an ethical or a
contemplating gifts or entertainment
legal standpoint. As such, we will never use
relating to government personnel, you are
bribes or other inappropriate incentives to
required to obtain preapproval from the
obtain or to retain business.
Office of the General Counsel, designated
outside counsel, and/or the Global
Compliance Officer before taking any
action.
• Political contributions by corporations are
highly regulated and if done improperly
can lead to significant penalties to both
corporations and their employees. You
must receive the approval of both the
Office of the General Counsel and the
worldwide CFO before committing to any
political contributions on behalf of DJE.
• Hiring former government officials with whom we
have done business may be restricted. Contact
the Office of the General Counsel for information
before hiring a current or former employee of a
government agency with which we do business.

• Drug-free workplace laws in the U.S. may require
DJE to report any criminal drug convictions of
employees working on government clients.
Employees who work on government clients in the

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Code of Ethics and Business Conduct

DJE employees will conduct every business applicable anti-corruption laws, and
transaction with integrity, regardless of penalties for breach of such laws.
differing local customs and traditions, and will
o Gifts and Entertainment - If you are
comply with all applicable anti-corruption laws
contemplating gifts or entertainment
and regulations, including the provisions of
relating to government personnel, you are
the U.S. Foreign Corrupt Practices Act
required to obtain preapproval from the
(“FCPA”) and the U.K. Bribery Act (both of
Office of the General Counsel, designated
which apply to DJE business worldwide), as
outside counsel, and/or the Global
well as other applicable local regulations.
Compliance Officer before taking any
action.
These laws make it illegal to pay or offer to
give money or anything of value, directly or o Facilitation Payments – Facilitation
indirectly through agents or intermediaries, in payments are prohibited by DJE policy and
order to obtain or retain business. It is strictly are often illegal. These include payments
prohibited to make these types of payments in to low-level government officials to
any country. facilitate or expedite approval of some
type of business transaction or provision
While many of these laws prohibit commercial of some type of service to which the payer
corruption as well, the corruption risks are is already entitled.
even higher when they involve government
• Visa and Travel Restrictions –When traveling
officials, which include government
to another country to conduct business, we
employees, political candidates, officials of a
must comply with all applicable visa and travel
political party, or employees of a business that
regulations. Do not apply for a tourist visa
is owned or controlled by a government
when a business visa is required, and never
entity. In these cases, DJE’s anti-corruption
begin work in another country before
policy requires certain additional controls to
obtaining a valid work permit.
be in effect:
• Foreign Agents Registration Act (“FARA”) –
o Government Contract Review - The Office FARA is a disclosure/registration law that
of the General Counsel or its designated applies to certain types of communications or
outside counsel is required to review and public relations services directed at U.S.
approve any contract with a government, audiences on behalf of individuals,
official of a government agency, political corporations, or governmental entities based
candidate, official of a political party, or or incorporated outside of the U.S. Besides
company owned or controlled by the the registration and disclosure requirements,
government. FARA does not limit the nature or type of work
o Third Party Contractors - The anti- that we can do for our clients.
corruption policy outlines a number of
mandatory requirements related to Because the laws are a bit complicated in
retaining certain agents or intermediaries, determining whether or not FARA filing is
including due diligence procedures, required, you need to contact the Global
contract provisions, payment terms, Compliance Officer for guidance if you have a
certification about compliance with client that meets the following criteria:

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Code of Ethics and Business Conduct

o The client is a non-U.S. entity or o Various U.S. laws and regulations
individual (whether corporate, prohibit U.S. corporations from
governmental or other); cooperating with embargos that have
not been sanctioned by the U.S.
- AND -
o Some countries do not recognize the
o The client engagement will involve extra-territorial nature of U.S.
communications or other services sanctions, which can sometimes
directed at U.S. audiences (whether create complex conflicts for offices of
within U.S. boundaries or abroad). U.S.-based firms operating in those
markets.
• Embargo Laws – Embargos are common tools
used in political interactions for resolving o Not all sanctions are created equal.
conflicts. Each country has the right both to Some are extremely strict and prohibit
impose such sanctions and to determine DJE from engaging in almost any
whether it recognizes the sanctions of other business transaction or activity related
countries or the United Nations. We must to the region. Others are much less
comply with laws regarding such sanctions restrictive, and only apply to certain
that apply to our operations and business individuals, organizations or elements
relationships. within the region.

This can be very complex in a global business A list of currently applicable U.S. country
such as ours: sanctions is included on the compliance
section of your employee intranet site (e.g.,
o The provisions of U.S. sanctions often Fusion). If you have a prospective business
indicate that they apply to all opportunity or engagement that is in any way
branches and subsidiaries of U.S. related to a region covered by an active
organizations throughout the world. sanctions program, contact the Global
DJE is a U.S.-based firm. Compliance Officer for guidance before doing
any work or making any commitments.
o For our operating units outside of the
U.S., the government of the country • Anti-Money Laundering – Money laundering
where your office is located may have laws prohibit engaging in any financial
implemented its own sanctions. transaction if it is known that the funds used
in the transaction were derived from illegal
activities. They also can apply to efforts to
conceal the identity, source, or destination of
Where Can I Get Information on money. As such, we should never enter into
Sanctions that Apply to Our any client arrangement where it is not clear
Business? who the client is or who is funding the work.
For more information regarding embargo laws and
Furthermore, if we have an opportunity to do
regulations, refer to the Country Sanctions page on work for a client that we know little about, we
your employee Compliance intranet site (e.g., Fusion) need to do an adequate level of due diligence

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Code of Ethics and Business Conduct

in order to get to know and be comfortable Personal Political Activities
with the client from a risk standpoint. Employees are free to engage in personal political
activities, including supporting political campaigns
We must be transparent and complete in
and candidates of their choice. It is important to
recording and documenting all transactions,
follow these guidelines to ensure that your
and ensure that the underlying activities,
personal activities are not associated with DJE due
sources, and destinations of the funds comply
to laws regulating corporate political
with applicable laws and regulations.
contributions:

• Make it clear that your views and actions
Investigations, Audits and Government
are your own and do not reflect those of
Reporting
DJE.
Investigations and audits are a part of business
activity. Financial audits validate the integrity of • Do not make political donations in DJE’s
the financial information needed to make business name or in any way that implies that the
decisions. Investigations are sometimes necessary contribution is associated with DJE.
to address employee questions or concerns or • Employees may not be reimbursed by DJE
respond to litigation or governmental inquiries. for personal political contributions.
Our firm also is required to file routine reports to
various regulatory agencies. • Do not use DJE equipment, supplies, or
other resources for personal political
Audits and investigations may be conducted by activities.
internal personnel such as our human resources, • DJE cannot pay for your time for your
legal, compliance, or internal audit departments, personal political activities. Use vacation
or by external personnel such as financial auditors or take an unpaid leave of absence (with
or governmental regulators. All employees are your manager’s approval) to work on a
expected to cooperate fully with audits and political campaign.
investigations. Information provided to an
investigator or included in a governmental filing
must be factually correct. Never attempt to Code of Ethics Certification
mislead or fraudulently influence an auditor or Every employee must sign an acknowledgement
investigator or governmental official or agency. form to confirm their understanding and
Do not alter, modify, or destroy information, or commitment to comply with the DJE Code of
documentation relevant to an actual, threatened, Ethics and Business Conduct. This form is to be
or pending investigation. maintained in the employee’s personnel file.

Our firm must protect its rights in the case of
investigations or litigation. If you are contacted by
a government regulator or outside attorney about
litigation or an investigation, promptly contact the
Office of the General Counsel before committing
to any action or response.

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Code of Ethics and Business Conduct

LISTEN LINE Contact Information

Online: www.mycompliancereport.com
DJE Access Code: DJE

Telephone: 1. Dial your country access code (all countries)
Additional steps for non-U.S. and non-Canadian offices:
2. Wait for second dial tone or the instruction – “dial the number you are calling”
3. Dial 844-223-4172 (This number is referred to as a U.S. Toll-Free Number)

Argentina (ALA) 0-800-288-5288 Japan (NTT) 0034-811-001
Argentina (Telecom) 0-800-555-4288 Japan (Softbank Telecom) 00-663-5111
Argentina (Telefonica) 0-800-222-1288 Malaysia 1-800-80-0011
Australia (Optus) 1-800-551-155 Mexico 01-800-288-2872
Australia (Telstra) 1-800-881-001 Mexico 1-800-462-4240
Belgium 0-800-100-10 Mexico w/ Spanish speaking 1-800-112-2020
operator
Brazil 0-800-890-0288
Mexico w/ Spanish speaking 1-800-658-5454
Brazil 0-800-888-8288 operator
Canada 1-844-223-4172 Netherlands 0800-022-9111

China (China Telecom) 108-10 Poland 0-0-800-111-1111

China (North, Beijing CNCG 108-710 Singapore (SingTel) 800-011-1111
w/ Mandarin Operator) Singapore (StarHub) 800-001-0001
China (North, Beijing CNCG) 108-888
South Africa 0-800-99-0123
China (South, Shanghai - CT) 10-811
South Korea (Dacom) 00-309-11
Colombia 01-800-911-0010
South Korea (Korea Telecom) 00-729-11
Colombia w/ Spanish speaking 01-800-911-0011
operator South Korea (ONSE) 00-369-11
France (France Telecom) 0-800-99-0011 South Korea (US MB Dacom) 550-2872
France (Hotels – Paris Only) 0-800-99-0111 South Korea (US MB Korea 550-4663
Telecom)
France (Hotels 1) 0-800-99-1011
Spain 900-99-0011
France (Hotels 2) 0-800-99-1111
Sweden 020-799-111
France (Hotels 3) 0-800-99-1211
Taiwan 00-801-102-880
France (Telecom Development) 0-805-701-288
Turkey 0-811-288-0001
Germany 0-800-225-5288
United Arab Emirates 8000-021
India 000-117
United Arab Emirates 8000-555-66
Indonesia 001-801-10 (carrier du)
Ireland 1-800-550-000 United Kingdom 0-800-89-0011

Italy 800-172-444 United States 1-844-223-4172

Japan (KDDI) 00-539-111 Vietnam 1-201-0288

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Code of Ethics and Business Conduct

THIS PAGE IS INTENTIONALLY LEFT BLANK

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Code of Ethics and Business Conduct

GLOBAL COMPLIANCE OFFICER
Randall Corley
200 East Randolph Street
Chicago, IL 60601
312-552-1162 (office)
Randall.Corley@djeholdings.com

THE COMPLIANCE & ETHICS LISTEN LINE
www.mycompliance report.com
Access Code: DJE(U.S. and Canada) 844-223-
4172
(International) See Page 28 for listings

compliance@djeholdings.com

© 2017 Daniel J. Edelman Holdings, Inc.
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