Author: Legal Department Updated by: Global Compliance Release Date: 10 September 2014 Last Reviewed: 10 September 2014 Status: Approved Owner: Legal Department Version: 2.0 Custodian: Global Compliance Filename: Global Code of Conduct Page 1of 12 EXPLORE OUR WORLD GLOBAL CODE OF CONDUCT AND ETHICS Document Version: 2.0 Date: September 2014
Version: 2.0 Page 2 of 10 Content 1. Purpose... 3 2. Scope and Eligibility... 3 3. Legal Compliance and Reporting... 3 4. Work Environment and Conduct... 4 5. Conflicts of Interest... 4 6. Use and Protection of Company Property... 5 7. Confidential Information... 6 8. Insider Information & Securities Trading... 7 9. Company Records... 7 10. Fair Trade & Competition... 7 11. Purchasing & Supplier Practices... 8 12. Dealings with Foreign Officials & Foreign Transactions... 8 13. Community and Media Relations... 9 14. Leadership Responsibilities... 9 15. Reporting Responsibilities & Procedures... 9 16. Changes to or Waivers from the Code... 10 17. Disciplinary Action... 10 18. Compliance with Laws... 10
Version: 2.0 Page 3 of 10 1. Purpose Sitel (or the Company ) believes that conducting business with a high standard of professional conduct, ethics and proficiency is critical to our success and the success of our clients. We continually strive to improve our processes and procedures to achieve the highest quality standards and the best results for our clients. We further believe we can only achieve these goals, among other things, by conducting business with integrity in accordance with the highest ethical standards, in compliance with all applicable laws and regulations, and by respecting accepted international standard for human rights. We recognize that this Global Code of Conduct and Ethics (the Code ) cannot address every situation that might arise. It is not a contract. Our Code is, though, a summary of principles to guide our business dealings, our communications and conduct that is incorporated into or referenced in many Company policies. 2. Scope and Eligibility We strive for excellence in what we do customer care outsourcing services and how we do it. Sitel values honesty and integrity in our business practices and is committed to providing the best customer service through maintaining respectful relationships with all of our stakeholders. The commitments contained in this Code are our guide and they extend to all of our Associates (including officers), directors, vendors, and other Company representatives. 3. Legal Compliance and Reporting We resolve to comply not only with the letter of applicable laws and regulations wherever Sitel conducts business, but also the spirit of those laws and regulations. Associates are not expected to know the details of every law, but rather are responsible for consulting appropriate members of the management team, Human Resources and the Legal Department to ensure familiarity with the applicable business and local laws. Sitel from time to time files various periodic and other Securities and Exchange Commission ( SEC ) reports capturing certain and other financial information required by the SEC or other Company stakeholders. It is our policy to make full, fair, accurate, timely and understandable reports in accordance with applicable disclosure standards and requirements. Our Associates have a responsibility to provide the information necessary to fulfil this policy. Each person designated by the Chief Legal Officer ( Designated Individual ) is responsible for maintaining familiarity with the disclosure requirements applicable to the Company as set out in the Company s Disclosure Controls and Procedures. Designated Individuals are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit, material facts about Sitel to others that have a right to know such facts, whether inside or outside the Company, including our independent auditors. Any Designated Individual in a supervisory role in the disclosure process has an obligation to discharge his or her responsibilities diligently. Designated Individuals must report any actual or possible event, matter or issue that may impact the Company s disclosures to the individuals designated in the Company s Disclosure Controls and Procedures.
Version: 2.0 Page 4 of 10 4. Work Environment and Conduct Sitel believes that our Associates are the core of our business and conducts its business with respect for and adherence to principles of diversity and equal employment opportunity. Sitel is committed to providing a safe and healthy work environment that minimizes the incidence of work related injury, is free from harassment, discrimination, harsh treatment and acts or threats of violence. It is our goal to promote an environment that encourages open communication, promotes mutual respect and teamwork, and develops leaders. Applicants and Associates are evaluated and compensated based on their qualifications, demonstrated skills, and achievements, in an environment free from unlawful discrimination. Associates should be familiar with local policies governing the workplace and reporting procedures. We encourage our Associates and our various stakeholders to report misconduct, raise concerns, and cooperate in investigations. Sitel protects Associates and stakeholders who act in good faith from retaliation. Associates and stakeholders are expected to be respectful of customs and traditions of any host location where they may visit and honor the laws, rules and regulations of a host location in addition to their home location. We treat each other, our clients and their customers with respect, courtesy and dignity. Sitel believes in being a responsible, environmentally aware company, minimizing, wherever possible, negative effects on the community, environment and natural resources. All Associates are expected to be respectful of the communities and environment within which we operate, safeguarding the health and safety of fellow associates and the public. Sitel upholds its Associates rights to join or refrain from joining worker associations and the right to freely chosen employment. Sitel does not condone the use of child labor or forced or bonded labor. More information on Sitel s corporate social responsibility commitments may be found within Sitel s Corporate and Social Responsibility Statement (located at https://globeportal.nac.sitelworld.net/legal/default.aspx). All Sitel Associates are expected to be familiar with and adhere to the principles contained in that statement. 5. Conflicts of Interest Typically, a conflict of interest is a situation, arrangement, or circumstance where an Associate s private interests interfere with or appear to interfere with Sitel s interests. Sitel strives to avoid matters and situations that appear to present conflicts of interest that may cast doubt on the fairness and integrity of our business processes. Associates and directors of Sitel have a duty of loyalty to the Company and should not engage in any activity that is in conflict with Sitel s interests. Associates are expected to make business decisions that are in the best interest of Sitel and based on sound business judgment that is not motivated by personal gain or interest.
Version: 2.0 Page 5 of 10 Below are some examples and guidelines to avoid conflicts of interest. Associates are responsible for disclosing to Human Resources or the Legal Department any personal investment, business, or other relationship that creates an actual or appearance of a conflict of interest between the Associate and Sitel. Associates may not have an ownership interest or serve as directors, officers, or employees of a competitor of Sitel and may not participate in any activity that enhances a competitor s position in the market. Associates may not serve as directors, officers, or employees of clients or suppliers. Associates must immediately disclose to Human Resources or the Legal Department the possibility of doing business or working with a family member, a close personal friend, or an individual with whom you have a romantic involvement and avoid the appearance of preferential treatment. Finally, Associates and third parties must exercise good judgment in giving or receiving gifts or entertainment. We do not accept or pay bribes or kick-backs. Hospitality, gifts or entertainment should enhance professional relationships and overall goodwill and should not appear to compromise integrity. Associates should not solicit clients, suppliers, or other business contacts for gifts, entertainment or hospitality and may only accept reasonable non-cash gifts or entertainment that do not influence or appear to influence objectivity or independence and in accordance with local requirements. Regular gifts from a supplier or a supplier representative are not acceptable. Associates should consult with Human Resources or the Legal Department if clarification of any of the foregoing requirements is needed in particular circumstances. 6. Use and Protection of Company Property Associates of Sitel and third parties acting on the Company s behalf must protect Company property by ensuring the proper use of Sitel s property including Company funds, information, logos, trademarks, intellectual property, facilities, office supplies, equipment, computers, networks, software, telephone and internet services, voice mail and e-mail. The resources, facilities, equipment, and systems of Sitel should be used for appropriate and lawful business purposes of Sitel. Further, we safeguard clients and their customers personal, confidential, and financial information and access codes by only using the resources, facilities, equipment, and systems of Sitel and Sitel s clients for appropriate and lawful business purposes. Company and client property must not be used for fraudulent or other inappropriate purposes or for personal gain.
Version: 2.0 Page 6 of 10 7. Confidential Information Sitel is committed to protecting the confidential information of the Company, our Associates, our clients and their customers and other stakeholders. Confidential Information includes information regarding the development of trade secrets, business systems, proprietary processes, products, know-how and technology, customer lists, vendor lists, pricing lists, non-public sales and profit data, strategic business plans, trademarks, service marks, patents and copyrighted material, as well as internal reports, procedures, and other internal business-related confidential communications (for example, possible sales, mergers, and acquisitions). This also includes any such Confidential Information entrusted to the Company by our clients, their customers, and other third parties. Certain Associates may be given access to sensitive personal identifying information about other Associates or our clients customers as part of their job duties, such as Associates and customers social security numbers, credit card information, bank account information, PIN numbers, or personal health information. This information is also included within the definition of Confidential Information. Associates who are granted access to such information as part of their job duties are responsible for protecting such Confidential Information from disclosure, inappropriate use, or theft. Confidential Information should only be accessed, disclosed, transmitted, used, stored, or disposed of with care and for appropriate business purposes and never for personal benefit or for any other inappropriate purpose. The following are examples of guidelines to safeguard Confidential Information, as defined in this policy: Only disclose Confidential Information for authorized business purposes and consistent with Company policy; Only access or review Confidential Information for appropriate business reasons; Only discuss Confidential Information with Associates or third parties on a need to know basis and limit the disclosure of Confidential Information; Store Confidential Information in limited access areas; Require, where appropriate, that third parties sign a confidentiality agreement before disclosing Confidential Information to them; Safeguard and do not share passwords and access codes; Do not discuss or disclose Confidential Information on websites, chat rooms, blogs, or other non-company related or public forums without authorization from the Marketing Department; Do not discuss Confidential Information with the media without first coordinating with Marketing and/or the Legal Department; and Report acts, procedures, or systems that compromise the confidentiality of Confidential Information.
Version: 2.0 Page 7 of 10 In addition to protecting the Company s Confidential Information, Associates have a responsibility not to make unauthorized copies of copyrighted materials or unlawfully use the property or information of others is strictly prohibited. Consult with the Legal Department prior to using materials protected by copyright, trademark, or patent to avoid unlawful use. 8. Insider Information & Securities Trading Associates and directors may not use confidential information for personal benefit. Associates and directors can not trade securities or tip others to trade securities of Sitel or other companies on the basis of material information before it is made publicly available to ordinary investors through appropriate media. Material information may include news about acquisitions, investments, new business relationships, financial results, important management changes and other information that has the potential to affect the price of securities of Sitel or another company. If you have questions about securities trading or insider information, contact the Legal Department. 9. Company Records Sitel requires honest, complete, and accurate recording of information and the retention of documents and information as required by applicable law. Financial books and records must conform to applicable law, accounting principles, and Company policy. To ensure the integrity of Sitel s business records, Associates must, for example: Submit accurate entries and receipts for expense reports; Enter accurate timekeeping information; Accurately state known liabilities and assets; Process and record transactions in a timely and accurate manner; and Appropriately identify the true nature of business and financial transactions. Finally, Associates must cooperate with internal and external audits sanctioned by Sitel. 10. Fair Trade & Competition Sitel believes in fair trade and competition. It is Sitel s policy to sell our services based on our reputation and high quality service. We should not make defamatory comments about the services of competitors or unlawfully use the confidential or proprietary information of others. Further, Sitel recognizes the importance of compliance with antitrust laws. We should not share pricing, business terms, or marketing plans with competitors and should be cautious about discussing business terms outside the Company.
Version: 2.0 Page 8 of 10 11. Purchasing & Supplier Practices Although Sitel strives to obtain the best available terms when purchasing products or services, Sitel also insists on maintaining integrity in supplier business relationships. Associates should endeavour to act consistently in a fair and professional manner when dealing with suppliers. Supplier selection and other purchasing decisions should be based on the value of the product, service suitability, price, delivery, and overall quality. Supplier selection and other purchasing decisions must also be consistent with the Associate s purchasing authority and other Company policy. 12. Dealings with Foreign Officials & Foreign Transactions As a United States-based company, many U.S. domestic laws apply to our business inside and outside the United States. In addition, many other countries in which Sitel operates have enacted similar anti-bribery laws. For example, the UK Bribery Act of 2010 prohibits bribery generally and requires that Sitel implement adequate procedures to prevent bribery on a global basis. Sitel also must comply with certain trade and financial transaction restrictions which prohibit dealings that could aid terrorists or organizations that support terrorists, and ensure that transactions are not used for money laundering. Associates and third parties acting on Sitel s behalf must comply with the U.S. Foreign Corrupt Practices Act ( FCPA ) and the UK Bribery Act ( UKBA ) and other applicable anti-corruption laws in jurisdictions in which Sitel does business. Sitel Associates or anyone acting on behalf of Sitel may not pay or give anything of value, directly or indirectly, to any employee or official of a foreign government, foreign political party, candidate for political office, Sitel client, vendor or other business partner to obtain or retain business (including non-government business) or obtain an improper business advantage or for other purposes prohibited by law, even when facilitating payments are allowed by the FCPA. The FCPA and UKBA prohibit any corrupt payment intended for the following: to influence any act or decision of an entity with which the recipient is associated, to induce the recipient to do or to not act in violation of lawful duty, or to induce the recipient to use the recipient s influence to improperly affect or influence any act or decision. Among other things, prohibited conduct can include paying for meals or entertainment, and making gifts. Please contact the Legal Department with questions or concerns about conduct or transactions that may be restricted or prohibited by law.
Version: 2.0 Page 9 of 10 13. Community and Media Relations Sitel strives to be a good citizen of the communities in which it does business and actively works to improve the quality of life of our Associates throughout the world. We volunteer time and donate resources to support charitable, civic, and public service organizations. Sitel s Corporate Relations Department is responsible for providing Sitel s official position on any questions about Sitel from outside contacts and responding to media inquiries. Please refer media contacts to a representative to the Corporate Relations Department at +1.615.301.7100 or pr-na@sitel.com. 14. Leadership Responsibilities Managers and supervisors are expected to encourage the highest standards of ethical and responsible business conduct by setting a good example and motivating the making of ethical business decisions with regard to our Associates, our supplier partners and the diverse communities in which Sitel operates. Associates are expected to maintain a work environment in which every person acting on Sitel s behalf knows that ethical conduct is expected of them and to take appropriate action to address any situation that may conflict with the Code or other Company policy. 15. Reporting Responsibilities & Procedures Associates have a responsibility to prevent actions that may damage Sitel s reputation and business, and to avoid complicity in any human rights abuses. Associates should disclose any activity that may have the appearance of being unethical. Associates should report behavior, known or suspected, that involves fraud, dishonest acts, misappropriation of funds or other Company property, impropriety in the handling of confidential information or financial transactions, unauthorized destruction of property or records, or other violations of the law or this Code. Sitel respects the confidentiality and protection of whistleblowers under applicable law. Questions should be referred to management, Human Resources, or the Legal Department. Actual or potential violations of this Code or applicable law or questionable conduct may be reported to an Associate s direct supervisor, another member of management, Human Resources, or the Legal Department. Ethical, compliance, and legal concerns also may be reported via the Sitel Ethics Hotline +1 800.245.2514 (within the United States) (local toll-free numbers may be found at www.ethicspoint.com for calls outside the United States) or www.ethicspoint.com, which is answered by an independent company and is available 24 hours everyday. Reports may be submitted anonymously where permitted by law. Sitel strictly prohibits retaliation against any person for making a report in good faith or cooperating in an investigation.
Version: 2.0 Page 10 of 10 16. Changes to or Waivers from the Code Changes to or waivers of obligations under this Code for any director or officer may be made only by the Board of Directors of Sitel, and will be promptly disclosed if and as required by law. 17. Disciplinary Action All Associates are required to comply with the Code. Failure to comply with the Code may result in disciplinary action, up to In conducting disciplinary practices, Sitel treat all personnel with dignity and respect. Sitel does not engage in or tolerate the use of corporal punishment, mental or physical coercion, or the verbal abuse of Associates. No harsh or inhumane treatment is allowed. 18. Compliance with Laws The provisions in this Code are intended to comply with applicable laws and regulations in all locations where Sitel does business. In the event of a conflict between a provision of this Code and applicable law in your area, applicable law shall control. Sitel reserves the right to amend this Code at its discretion. Employee Signature:.