AHL Services, Inc.
Code of Business Conduct
Table of Contents
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Page Number
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A
Message from Senior Management
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2
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Introduction
Responsibilities
Reporting Obligations
Non-Retaliation Policy
Disciplinary Policy
Ethics Hotline
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3
4
4
5
5
5
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Guideline
1 - Follow the Law Wherever AHL Services, Inc. Does Business
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5
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Guideline
2 - Do Not Put Yourself or AHL Services, Inc. in a Conflict of Interest
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5
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Offering or Accepting Gifts
Company Resources
Outside Business Activities and Interests
Outside Employment
Outside Activities -- Charitable, Community, Civic and
Religious
Outside Financial Interests
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6
7
7
8
8
9
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Guideline
3 - Dealings with Customers, Suppliers, Competitors and Others Outside AHL
Services, Inc. Must Be Ethical and Fair
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9
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Competition
Suppliers and Sub Contractors
Handling Money
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10
10
10
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Guideline
4 - Keep Company Communications and Information Accurate, Confidential and
Secure
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11
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Confidentiality
Integrity of Transactions and Records
AHL Services, Inc. Property
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11
10
11
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Guideline
5 - Treat Everyone Fairly and With Respect
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11
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Harassment And Discrimination
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12
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Guideline
6 - Report Any Problems and Irregularities
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12
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Sources
of Assistance
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13
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Frequently
Asked Questions
Policies
Related To or Referred To in The Code Of Business Conduct
AHL
Services, Inc. Statement of Acknowledgment
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14
15
16
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MESSAGE FROM SENIOR
MANAGEMENT
We are pleased to
introduce to you the AHL Services, Inc.
Code of Business Conduct.
We are proud of the
outstanding success of AHL Services, Inc., which is a direct result of the high
quality and hard work of our people.
Central to our success as a company is the commitment of each one of us
to the highest standards of conduct in all of our business dealings. As we
continue to grow and adapt to an increasingly competitive and rapidly changing
economic, political and social environment, our ongoing success will depend on
our ability to maintain the confidence of our business partners and the general
public in our competence, honesty and integrity.
Each of us, from those in
entry level positions to the most senior managers, has a role to play. We must always do what is right, even if it
conflicts with performance targets.
TheAHL Services, Inc. Code of Business Conduct outlines the ethical
standards we must follow to maintain the confidence of our business partners,
other employees, suppliers, and the general public. Most of the principles
outlined are not new; they are simply a summary of some of our existing
policies and a written reflection of other policies and practices we have been
following for years. As such, we will expect all AHL Services, Inc. employees
to sign this document, as it is a fair description of our ethical
standards. Please read this document
carefully, think about what it means to you in your position and use your own
good judgment to apply its principles every day. Violation of these standards can result in serious penalties,
including termination of employment.
It is the
responsibility of each and every one of us to live up to the standards outlined
in the Code of Business Conduct. All managers are accountable for actions of
the employees under their direction, and for ensuring that their organizations
are operating in accord with the principles of business conduct set forth
herein. To individual employees, we say
the following: the highest standards of
behavior are expected of all employees regardless of location or position. No supervisor has the authority to require
unethical or illegal conduct.
Consult a more
senior member of the AHL Services, Inc. team if you have questions about
application of this Code, if you encounter a situation that is not covered by
the Code or if you have knowledge of, or concern or suspicion about, a
situation that might adversely affect our reputation. We each have a personal responsibility to ask questions when we
have doubts about the ethical implications of any situation or proposed course
of action and to report concerns to a member of management.
AHL Services, Inc. is our
company. Let’s continue to build its
value on a solid foundation of ethical standards and behavior.
___________________
A.
Clayton Perfall, CEO
AHL
Services, Inc.
OUR CODE OF BUSINESS CONDUCT
INTRODUCTION
Our
ethical standards are a point of pride and priority at AHL Services, Inc. This Code of Business Conduct provides
guidelines of behavior for dealing with each other, our business partners,
contractors, suppliers, government authorities and the general public. Complying with these guidelines is important
because our reputation is the foundation upon which we interact with these
stakeholder groups and individuals.
We are committed to being
a good corporate citizen. It is the way
we do business. As a representative of
AHL Services, Inc., you are expected to be courteous, considerate and
responsive. Your conduct is expected
to meet and surpass the standards set out in this Code.
Any
breach of the Code of Business Conduct is serious and can result in action by
AHL Services, Inc. up to and including termination of employment. However, no
set of guidelines can be all encompassing, and that is why your good judgment
is necessary to ensure that high ethical standards are met. If you have doubts about a course of action
or manner of behavior, and if these guidelines do not clarify the issue for
you, seek advice. Depending upon the
situation or issue, that advice could be sought from your manager, the next
level of management, your Human
Resources Department, or the Ethics Hotline.
You should also inform your manager if you are aware that someone at AHL
Services, Inc. is in breach of this Code.
This
Code of Business Conduct applies without exception to all employees of AHL
Services, Inc. While signing this
policy does not constitute an employment contract or change your “employment at
will” status, you are now required to
sign the Code of Business Conduct as a condition of continued employment. Annually, by way of update in this important
area, you will be asked to reflect upon possible ethical challenges and
reconfirm that there have been no dilemmas worth bringing to the attention of
the organization. Very simply, you are
expected to perform your job honestly and in the Company’s best interests by following
these basic guidelines:
1.
1.
Act
in ways that meet or exceed applicable laws and best practice standards
wherever AHL Services, Inc. does business
2. Do not put yourself or AHL Services,
Inc. in a conflict of interest
3. Conduct yourself
honestly, professionally and with integrity
4. Keep communications
and information accurate, confidential and secure
5.
5.
Treat
everyone fairly and equitably
6.
6.
Report
any suspicions of problems, ethical concerns or irregularities to management
RESPONSIBILITIES
The AHL Services,
Inc. Board of Directors has established requirements for management to conduct
ethics awareness education and to report on the continued effectiveness of the
Company’s ethics program. In addition,
the Board has appointed an Ethics Program Director and an Ethics Program
Administrator to: (i) ensure compliance
with the Code of Business Conduct, (ii) provide a confidential method for
employees to seek advice or to report questionable behavior, (iii) serve as a
first point of contact to employees on questions related to business conduct,
(iv) ensure that investigations of questionable behavior are conducted, and (v)
initiate Company management guidelines to implement ethics training programs.
The corporate legal
counsel is responsible for legal guidance and interpretation of applicable
laws, regulations and government orders.
Operating management is responsible for monitoring and enforcing these
standards of business ethics and conduct throughout the Company.
Those Company
employees in management and supervisory positions are to set an example through
taking actions that demonstrate sound ethics.
All managers and supervisors shall strive to establish a workplace
environment that is free of discrimination and harassment, where the rights of
employees are respected and where employees will not feel threatened reporting
or discussing ethics issues. Managers
and supervisors should be able to recognize potential ethics violations when
they are reported, advise the Ethics Program Administrator of all such reports,
and ensure that all problems and potential problems are investigated promptly
and thoroughly. Above all, managers and
supervisors should protect employees who make such reports.
All AHL Services,
Inc. employees must be alert and sensitive to situations that could result in
illegal, unethical or otherwise improper actions. It is the responsibility of each employee to ensure that their
own conduct is proper by following the ethics principles of the Code of
Business Conduct and performing all tasks with honesty and integrity. Each employee should participate in the
initial, annual and specialized ethics training sessions and should seek
guidance from the appropriate person or department when in doubt about the
correct ethical choice to make in a given situation. Each employee must challenge what they perceive as unethical
directives or deviations from established policies and procedures and must
report all potential or actual violations to their manager, the Ethics Program
Director, or the Ethics Program
Administrator.
Reporting Obligations
Each employee must be
alert and sensitive to situations that could result in illegal, unethical, or
improper actions. Each employee has the obligation to report potential or
actual violations of the Company’s Standards of Business Ethics and Conduct to
his or her immediate manager, or, alternatively, to the Ethics Program Director
or the Ethics Program Administrator. Within the constraints of legal
requirements, the Company pledges to keep confidential within appropriate
channels the identities of employees who submit such reports
Managers will advise
the Ethics Program Director or Program Administrator of those matters which
constitute a potential or actual violation, whether or not believed to be
intentional. All allegations will
ultimately be reported to the Ethics Program Director. In those cases where no proof exists that a
potential or actual violation has occurred, the reporting employee will be so
advised.
Non-Retaliation Policy
Under no
circumstances will any employee be subject to any disciplinary or retaliatory
action for filing a good faith report of a violation or potential violation. However, filing known false or malicious
reports will not be tolerated, and anyone filing such reports will be subject
to appropriate disciplinary action.
Disciplinary Policy
The principles set
forth herein and other relevant Company policies and procedures will be
enforced at all levels, fairly and without prejudice. Employees who violate laws, regulations or the basic tenets of
honesty and integrity required by the Code of Business Conduct will be subject
to appropriate disciplinary action which could result in discharge, restitution
of losses, civil action or criminal prosecution.
Ethics Hotline
The
Company has set up an Ethics Hotline to facilitate employee reporting of any
violations of this Code of Business Conduct and consultation on any questions
concerning the Company’s business practices or employee responsibilities. The Ethics Hotline number is
(1-800-TELL-US-0)(1-800-835-5870). The
AHL Services company code is AHLS (2457). .
All calls are confidential and callers may remain anonymous (within the
constraints of legal requirements).
1. FOLLOW THE LAW WHEREVER AHL SERVICES,
INC. DOES BUSINESS
The laws in each country
where we do business today apply to our business, including leasing,
advertising, staffing, political activity, donations, workplace health and
safety, and confidentiality. AHL
Services, Inc. is committed to operating within the framework (both the
substance and spirit) of these laws and regulations. Federal, provincial/state
and municipal legal standards should be the minimum standard. Where local laws are inadequate,
inappropriate or non-existent, reputable international best practice standards
or goals such as the laws of Canada or of the United States should be followed. You are expected to take reasonable steps to
familiarize yourself with the laws and regulations affecting your work and
ensure that your business conduct complies with those laws. If you are working
in a foreign location the laws may be quite different. Take the necessary steps
to ensure you meet, and where appropriate exceed, the laws of all locations in
which we operate.
While we
strive to achieve challenging goals and objectives, we will condemn activities
that are accomplished by breaking the law, or through unethical business
dealings. Practices such as payment for
an illegal act, rebating or bribery are serious examples of violations of our
policies.
Your
activities should withstand close scrutiny;
illegal conduct leaves both you and the Company open to possible prosecution,
professional sanctions and other disciplinary action.
2. DO NOT PUT
YOURSELF OR AHL SERVICES, INC. IN A CONFLICT OF INTEREST
A
conflict of interest happens when your duties and obligations in two or more
areas conflict with each other. Even
the appearance of a conflict of interest can be as harmful to your reputation
or the reputation of AHL Services, Inc. as an actual conflict.
A
conflict of interest can happen between:
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Your
personal business interests and your obligations as an AHL Services, Inc.
employee.
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Your
personal responsibilities and your obligations to a customer.
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The
interests of AHL Services, Inc. and our obligations to a customer.
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Our
obligations to one customer versus our obligations to another customer.
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A
customer’s expectations or actions and professional standards of performance.
It is important that you do not enter situations in
which your individual business interests conflict, or might - in reality or
appearance - conflict, with your duties to AHL Services, Inc. You should avoid acquiring any interest in,
or participating in any, outside activities which would prevent you from
performing your duties fully and properly or which would affect your judgment
to act in AHL Services, Inc.’s best interest.
You are expected to put AHL Services, Inc.’s
business interests ahead of your own personal interest and avoid situations
where personal business may conflict with the Company’s. Outlined below are examples of the kinds of situations or activities that may be
considered a conflict of interest. The examples shown are not all
inclusive. They are simply examples of
personal business situations that may arise and that may conflict with Company
policy. Please refer to the “Conflict of Interest” policy.
Offering or accepting
gifts
Although the exchange of common courtesies (such as
gifts of nominal value) is recognized as an acceptable business practice, there
is a danger in offering or accepting gratuities, facilitation payments or
favors which could be mistaken for improper payment or, in extreme cases, could
be construed as a bribe.
You may not use your position for improper gain. Do not
under any circumstances accept or offer gifts of cash, bonds, negotiable
securities, personal loans, airline tickets, use of a vacation property or
lavish entertainment. Conversely, providing gifts to officials, in particular
government officials, must be scrupulously legal and appropriate. It is inappropriate to provide any gifts to
officials other than token gestures of normal hospitality.
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Conditions for Accepting Gifts
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If you believe that the donor is not
trying to obligate you, or improperly influence a decision.
It is “normal business practice” for the purposes of courtesy and good
business relations.
Accepting is legal and consistent with generally accepted ethical
standards. The gift is one that
unrelated individuals or members of the public would conclude does not appear
to influence personal judgement.
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Acceptable gifts
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Honorific, ceremonial or holiday gifts, such as fruit
baskets or candy. However, if
accepted, they should be shared with staff members or donated to a food bank
or charity, or perhaps raffled off.
Inexpensive advertising or promotional materials (e.g.
give-aways, such as pens or key chains).
Gifts clearly motivated by a family or close personal
relationship, rather than business motives.
Inexpensive awards that recognize service and
accomplishment in civic, charitable, educational or religious organizations.
Reimbursement for expenses for company-related speaking engagements or
written presentations.
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Gifts of Considerable Value
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Where it would be extraordinarily impolite, culturally
unacceptable or otherwise
inappropriate to refuse a gift of obvious value, you may accept it on behalf of AHL Services, Inc. However, as
soon as possible, you should report the gift to your manager to determine how
to deal with it. Such gifts may not be taken for your home use or
enjoyment. (“as soon as possible” –
this phrase addresses the case where you suspect it may happen, then it is
desirable to discuss it in advance)
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Conditions of Offering Gifts
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Offering inducements or bribes is never
acceptable. Payments to local
officials that facilitate necessary work that otherwise might not be handed,
in whole or part, in a timely or appropriate fashion, should be discussed and
vetted with a senior manager.
You may provide small gifts or avors to customers or
other business partners – when this is in line with accepted business
practice and does not produce any real or perceived conflict of
interest. You must not offer
(directly or indirectly) benefits or rewards which are in violation of any
laws and regulations.
When entertaining business contacts, limit this
entertainment to what is reasonable, appropriate and necessary to facilitate
business discussions.
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A final thought on accepting or offering gifts. Ask
yourself if public knowledge of the gift -
including the reasons behind it - would embarrass you or AHL Services,
Inc. If you are still unsure what is
considered an appropriate gift to give or receive, discuss it with your
manager. When in doubt, err on the side
of probity and caution. Please refer to the “Gifts &
Entertainment” policy.
Company Resources
AHL Services, Inc. does not endorse the use of Company
time, facilities or resources for activities other than recognized AHL
Services, Inc. business. This includes
use of AHL Services, Inc. stationery, e-mail, postage or equipment for personal
use. Appropriate use of AHL Services,
Inc. resources is an issue not only of cost and productivity effectiveness, but
also of professional and honest behavior as well.
Outside Business
Activities and Interests
You should not deprive AHL Services, Inc. of your best
efforts on the job because of excessive outside demands on your time, energy or
attention. However, if you intend to
begin or continue an outside business interest, advise your manager
immediately. He or she will decide
whether this will conflict with your obligations as an employee of AHL
Services, Inc. Do not, without prior
approval, conduct non-Company business on Company time or use AHL Services,
Inc. equipment or facilities to conduct outside interests or business.
Outside Employment
You may hold employment outside AHL Services, Inc.;
however, all employees in management or senior level positions should discuss
this with your manager before making a commitment to a job outside Company
working hours, to be sure it will not create a conflict.
Outside Activities --
Charitable, Community, Civic and Religious
AHL Services, Inc. supports employees’ voluntary
participation in charitable, religious, educational, community and civic
activities. However, these activities
shouldn’t interfere with job performance or present a conflict of
interest. As much as possible, these
activities should be limited to non-business hours. You may serve on community, public or civic bodies, such as a
municipal council or school board.
However, before you run for office or accept an appointment, discuss
your intention with your manager to ensure there will not be a conflict.
Your charitable and community activities are
personal. No charitable donations may
be made in AHL Services, Inc.’s name without prior approval from your manager
and the Corp. Vice President, Human Resources.
Similarly, you may make no political donations in our name. You should
direct any political donation requests to senior management. Please
refer to the “Charitable Donations” policy.
Outside
Financial Interests
Neither you nor members of your
immediate family or household should have a material financial interest in, or
with, a customer of, or supplier to, AHL Services, Inc. if holding such an
interest puts you in a conflict of interest with the Company. Employees are
prohibited from approving or authorizing purchases of any goods or services by
AHL Services, Inc. from companies or businesses that are owned in whole or in
any substantial part by their relatives or spouses. The prior approval of your manager and the Vice President, Finance
is required in any such situation. Please refer to the “Employment of
Relatives” policy and the “Conflict of Interest” policy.
3. DEALINGS WITH
CUSTOMERS, SUPPLIERS, COMPETITORS AND OTHERS OUTSIDE AHL SERVICES, INC. MUST BE
ETHICAL AND FAIR
As stated above, our
success depends on the honesty and integrity of our employees. Your conduct, both at work and outside work,
has a direct effect on how we are perceived as a company -- especially by our
business partners and other stakeholders.
AHL Services, Inc. will not tolerate any involvement in criminal
activities, nor violent, threatening or abusive behavior with any persons you
deal with as an AHL Services, Inc. employee.
We have an obligation to provide a safe and positive environment for our
employees, customers and suppliers. Fairness
means not only in our eyes but also in those of these other important stakeholders.
Competition
AHL Services, Inc.
complies with antitrust and competition laws of the U.S. and of any country in
which it does business. As an employee of AHL Services, Inc.,
you should avoid:
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Activities
which could be viewed as an unfair trade practice or are a breach of
competition laws such as price fixing, dividing up the market, and misleading
or deceptive advertising.
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Misrepresentations
concerning comparison of our company with that of our competitors to potential
customers and existing customers.
Activities
which involve limiting competition, restraining trade and other
anti-competitive efforts to dominate a market may violate U.S. antitrust
laws. Violations of antitrust laws can
expose the Company and its employees to criminal penalties and to civil
lawsuits that could limit the Company’s ability to carry on its business.
Agreements
with competitors regarding pricing, terms or conditions of sale, or allocation
of products, business markets, customers, or territories are prohibited. It is against AHL Services’ policy to
communicate, directly or indirectly, with any competitor regarding its present
or contemplated business actions, to include any pricing, terms, or conditions
of sales.
Antitrust concerns also
may arise in formation of teaming agreements, joint ventures or other
cooperative efforts to obtain business by combining the complementary
capabilities of AHL Services, Inc. and another company. In this connection, initial discussions with
the potential partners on the feasibility of a cooperative arrangement are
permissible. However, before any
commitment to form such an arrangement is made, prior review by the corporate
counsel is required. Please refer to the “Antitrust &
Anti-Competition” policy..
Suppliers and
Sub-Contractors
In our contacts with suppliers of goods, services or
facilities, you should use the same level of courtesy and consideration as you
hope to receive from them.
Company policy is to conduct business on the basis of merit
and competitiveness, without favoritism or discrimination. The integrity of each transaction must be
unquestionable. You must avoid unfair
or inappropriate business practices and you must not enter into any agreements
with suppliers or sub-contractors where you might achieve personal gain.
Suppliers should be dealt with fairly and at arm’s
length.
Handling Money
If you have access to Company funds, you need to be
careful that you handle these funds in accordance with standards established to
help the Company protect and account for its money. These procedures are designed to prevent carelessness, fraud or
dishonesty or even their appearance. If
you see any evidence of an infraction, you are obligated to report it
immediately to your manager for investigation.
In summary, we are committed to protect AHL Services,
Inc.’s reputation as a fair and ethical company. Any breaches of these guidelines may result in immediate
discipline, up to and including dismissal.
If appropriate, we will prosecute individuals in breach of this Code.
4. KEEP COMPANY
COMMUNICATIONS AND INFORMATION ACCURATE, CONFIDENTIAL AND SECURE
Confidentiality
AHL Services, Inc. and its employees are regularly
entrusted with confidential information. For example, in the course of regular
business operations, a substantial amount of confidential information is
collected concerning applicants, employees, client financials, etc. It is up to you to keep this information
secure and in confidence by not disclosing or providing access to confidential
information to anyone who does not have a legitimate need for such information
in the normal course of business or as required by law. Please refer to the
“Confidential Information” policy.
Take every precaution to
protect the confidentiality and security of Company, employee, customer and
other information and transactions. For employees, this includes personal
information such as salaries, birth dates, home phone numbers and addresses.
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General Confidentiality Guidelines
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Control access to confidential information.
Use only secure media to transmit confidential
information (eg., cellular telephones are considered insecure media.)
Destroy or dispose of confidential information using
the appropriate methods (e.g. shredders).
Do not provide non-public information to persons
outside AHL Services, Inc., including family or household members or
associates, or other employees who do not require the information for their
work.
When personal information is collected from an individual,
the object of the file and purposes for which the personal information is
being collected should be communicated to the individual concerned.
Ensure that the preparation, maintenance, storage and
disclosure of all confidential information are in accordance with those
standards to secure the privacy of others.
Lock up confidential information within your area of
responsibility.
Do not release any information which may violate the
privacy rights of others. This
includes protected health information.
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Removing Confidential Information
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Under no circumstances should you remove any
confidential information from the premises without the express consent of
your manager or except as required by the terms of your employment.
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Leaving the Company
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You are expected to refrain from taking proprietary
methodologies and company resources when you leave the company, whether or
not you may be going to work for a competitor. When leaving the employ of AHL Services, Inc., you must return
all confidential information in any form and all copies which are, or may
have been, in your possession.
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Personal or Business Gain
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Do not use non-public, confidential information gained
from Company business for any personal or business advantage or transaction
before that information becomes public either while you are employed by AHL
Services, Inc. or after you terminate your employment with the Company.
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Integrity of Transactions and Records
Accurate and reliable records are necessary to meet our
legal and financial obligations and to manage our affairs. Because of this, our records must reflect
all business transactions in an accurate and timely manner.
You must not, under any circumstances, knowingly make or
allow false or misleading transactions, entries or data to any AHL Services,
Inc. account, record or document or to any Company model or system. This includes claims for reimbursement of
expense account expenditures.
Undisclosed or unrecorded assets, liabilities and/or
revenues are not permissible. If you
are responsible for accounting and record-keeping functions, you are expected
to be alert and enforce this policy.
AHL Services, Inc.
Property
You
may not obtain, use or divert Company property for your personal use or
benefit. Removal of Company property
from AHL Services’ facilities without permission may be regarded as theft. No item of Company property may be destroyed
or materially altered without permission.
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Travel
Costs
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Employees who travel at Company
expense have the responsibility of adhering to Company policies and assisting
in the reduction of costs associated with travel.
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Medical
Claims
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No false statements
are to be made on any Company medical insurance or other Benefits claim
forms.
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Other
Expenses
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Expenses incurred in conducting
Company business must be reported promptly, accurately and comprehensively. Please refer to the “Travel & Expense
Reimbursement” policy.
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Intellectual Property
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You may access and use records, computer files and programs of AHL
Services, Inc. including personnel files, financial statements and customer
information only for their intended, management-approved purposes.
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