CODE OF ETHICS

Compliance is the responsibility of all the Company’s directors, officers, managers, and employees.(Capital One,2011). One is responsible for learning the details of the policies, procedures, laws and regulations applicable to one's job and for seeking guidance when needed. It is important to avoid misconduct that violates the law, this Code, or Company policies, but also the appearance of impropriety.

The point, which a subject is not explicitly explained in this Code, does not relieve an employee of their responsibility to maintain the highest ethical standards under all circumstances. If one has any concern about whether their actions or inactions could violate a law, it should be discussed with their manager.

While no Code of Ethics can or should replace thoughtful behavior or common sense, it can help cultivate a culture that values and rewards honesty, integrity, and accountability. (Avon, n.d.). The principles detailed in the Code will guide in “doing the right thing” and in preserving the Company’s reputation for acting with integrity at all times.

TRADE REGULATION Most states have enacted trade regulation laws to ensure fair competition. These laws prohibit price-fixing and other "anti-competitive agreements, deceptive acts, and unfair competitive methods." (Pension Consulting, n.d.). Some forms of joint activities are legally permissible, but others are not. Under no circumstances, should you illegally or improperly acquire or divulge market or competitive information.

An employee should not:
Discuss price, product, service arrangements or division of market share competitors;
Divulge the identity of, or the terms on which the Company might deal with, customers or potential customers.
Enter into any agreement obligating any customer or merchant to deal exclusively with the Company or not to deal with a competitor; or
Enter into any agreement with a third party that involves pricing restrictions.(PeopleSoft,2015)

If an employee finds themselves in any situation that could involve any of the above circumstances, one should immediately cease participation.

FAIR DEALING The Company seeks to outperform its competition justly and honestly through excellent performance. (Discover, n.d). Employees must protect the Company’s reputation by dealing fairly with customers, third-party suppliers, and competitors. Employees may never take advantage of anyone through manipulation, concealment, abuse of privileged information or misrepresentation of facts. One must make complete and truthful statements about our products and services. False or misleading statements about our products or services or those of our competitors violate the Code and the Company’s commitment to fair dealing. If one does not know the proper response to a customer inquiry regarding a product or service, immediately seek assistance from a manager.

CONFLICT OF INTEREST An employee must avoid any activities, interests or relationships that might interfere with, or appear to interfere with, one's ability to act in the best interest of the Company. (Icici Bank, 2014). Employees cannot take personal advantage of their position or authority with the Company or engage in behavior that is harmful to the Company’s interests or reputation in any way. An employee cannot accept an outside position if that position would interfere with one's ability to perform scheduled tasks for the Company. It is not possible to interpret every situation involving an outside position where a conflict of interest may arise. The following are some examples of situations that do raise a likely friction and, for this reason, must be divulged to a Manager.
Accepting an outside position with a Company or entity that is a vendor, business partner or competitor of the Company; or
Being employed as a director, trustee, officer or partner in a paid or unpaid position for a for-profit corporation, other than with the Company; (Discover,n.d.) or
Serving as a director, trustee, officer or partner of a not-for-profit or charitable organization in the financial services industry; or
Accepting employment or compensation from a company engaged in the business of financial services. (Discover, n.d.).

CONFIDENTIAL INFORMATION Confidential information generated and gathered is a valuable information asset. All confidential information, regardless of its form or format, must be protected from the time of its creation or receipt until its appropriate disposal. Unauthorized access, use, or distribution of confidential information violates Company policy and could be illegal. Employees must comply with all related standards and guidelines, and follow any policies and pre-clearance procedures of their business unit or department that apply to the acceptance of confidential information. Employees are also prohibited from storing confidential information on personal devices unless the confidential information is stored and secured using Company-mandated physical and electronic methods. Employees must only access confidential information that is needed and are authorized to see in order to perform your responsibilities on behalf of the Company.
ETHICS TRAINING Establishing employee awareness through a formal one-hour live training session each year for each employee as well as a variety of ethics awareness initiatives that can be presented to employees periodically on a more informal basis. These initiatives can be as simple as incorporating ethics discussions into regular staff meetings, team break-outs, and huddles, etc. An effective manner of training is cascade training, in which each manager trains his/her direct staff. By the employees hearing the ethics awareness directly from their immediate supervisor rather than an outside professional, this ensures the importance of the message is not diluted. It is also imperative that the employees witness their immediate supervisors setting the example and following the company message. Utilizing ethics training materials available such as scenario-based training, power point web-based training modules, new employee training, and additional handouts will be made available for all employees.

The company prohibits retaliation for reports, concerns or complaints regarding the misconduct of others that are made in good faith. Maintaining open communication of issues and concerns by all employees without the fear of retribution or retaliation is vital to the continued success of the Company. (Pension Consulting, n.d.). The Company will take corrective action up to, and including termination of its non-retaliation policy. Concerns may be reported confidentially and anonymously. The Integrity Hotline will be made available seven days a week, 24 hours a day via secure Web site or phone. Information about the Integrity Hotline will be made available in the employee directory, on posters displayed in the lunch room and other employee communications. A software program will be developed for the tracking and reporting of phone calls to the Integrity Hotline and will be managed and monitored by the ethics manager and staff.

Developing ethics awareness initiatives that stress the Company’s commitment to ethical conduct will include periodic employee communications through department newsletters, posters, employee email blasts, calendars, notebooks, pens, and so forth. Ethical real-life scenarios should be discussed at staff meetings, employee breakouts, spontaneous huddles, and program reviews. Formalizing the company’s commitment to the highest ethical conduct in all aspects of their business, the Company will establish the written policy and have it available for all employees. The Company’s ethics policy will be available on the Company website.

EMPLOYEE MISCONDUCT The strength of the Company is its employees. (University Loft Co., n.d.). As a result, all employees must adhere to the standards of the Code and an uphold the business values. Although we are confident in our employees, it is imperative to state that deviations from the Company’s policies or business standards will not be tolerated. Communications through Company systems are not private and by using the Company’s systems, including remote solutions, employees consent to the access by authorized persons to communications to the extent permitted by law. In most jurisdictions, electronic communications are retained in the Company’s systems and may be provided to supervisors and third parties.

The Company may: All written and electronic communications that employees send or receive while at work or while using the Company’s systems will be monitored and reviewed. Communications can include email, instant messaging, voice mail, third party systems, packages, or messages marked “Personal and Confidential;”

Record and monitor all conversations on Company telephones; and
Monitor and review employee communications regarding the Company on social media sites, including those written off duty and using personal equipment and/or using anonymous “postings” and blogs.

Through coaching and counseling, good faith efforts will be made to assist employees in meeting performance standards. When employees fail to meet established standards after a reasonable opportunity for correction, the corrective action process is implemented.

In most cases, if there is a conduct issue, the corrective process will include:
Code of Conduct formal written counseling; and/or
Code of Conduct formal written warning; and/or
Recommendation for Termination

Depending on the situation, there may be exceptions to this process. The implementation of this policy and procedure should not be construed as preventing, limiting, or delaying the Company from taking appropriate corrective action towards any employee at any level, including termination without prior warning or notice, where the Company believes in its sole discretion, that such action is appropriate.

MONITORING AND AUDITING

Effective monitoring and auditing of the ethics program can be a common challenge. As a starting point, ethics managers will review training records to ensure high completion percentages. They will also evaluate policies and procedures on an specifically to reflect changes in regulations and for consistency with organizational messaging. Ethics personnel will additionally be responsible for analyzing and reporting statistics, paying particular attention to Integrity Hotline and web submission reports.

Monitoring and auditing evolve from measuring outputs to measuring the effectiveness. Monitoring and auditing can take place at the Company level or the department level. Some common tools for extracting this information will include surveys, employee interviews and exit interviews, focus groups, and onsite visits.

The ethics managers will utilize centralized systems that track the program, including training data, Integrity Hotline calls, survey results, and risk assessment findings. Analytics, often in dashboard formats, provide on-demand reporting and allow for high-level views of applicable metrics and reporting. The ethics team will review taped conversations, call-logs, video surveillance, tape, and corrective action reports to identify undetected misconduct incidents, as well as previous behavior trends. They will create and use audit checklists, comments, and written summaries when addressing misconduct incidents and trends. Prior to taking corrective action, review misconduct violations discovered during monitoring or audit with the offending employee. An employee will have an opportunity to provide an explanation before corrective action is taken.

Ensuring the effectiveness of the program will require that the Company include adequate and appropriate incentives for employees to perform their jobs ethically and responsibly. By clearly outlining the potential disciplinary measures for engaging in unethical or illegal conduct and consistently use these measures when and as appropriate. The Company will have a place in the annual performance evaluation relating to ethics and compliance. In addition, ethics and compliance will be considered in leadership development, promotions, rewards, and incentives. The ethics program will aim to ensure that the disciplinary and enforcement process are consistent, despite being dependent on individual circumstances, and use various reporting and monitoring systems to achieve this objective. IMPROVEMENT Given the continuous change and evolution with the compliance and ethics area, the business ethics program can be a challenge. Through discussions and annual trainings, the Ethics Department will determine a written plan for annual ethics training for the current calendar year for all employees. In addition, ethics managers will audit the ethics program to focus on the adequacy of the training program to make sure that all new applicants and employees receive the required training

In addition, ensuring continual improvement will substantially increase the value and the effectiveness of the ethics program. To do so, the Company through the Ethics Department and managers will annually assess:

The Code of Conduct to ensure it results in high ethical practices and expectations from all employees.
The process of hiring employees and contracting with third parties.
The effectiveness of the ethics and compliance training program.
Test for completeness of training by all levels of employees.
Performance review process at all levels of employees during audit projects to ensure the importance is placed on ethics and integrity.
The corrective action policies for employees that act unethical.
Test to ensure individuals that have acted unethically were adequately reprimanded.
The ethical risk, including employee surveys, and incorporate them into risk-based audits.
Follow-up issues to ensure adequate actions for improvement have been implemented.

Confirming the Company’s Ethics Department will monitor, assess and are aware of new developments in the ethics field. Including consistent support from upper management and cascading down through all employees.

REFERENCES

Capital One Financial Corporation Code of Business Conduct ... (2011). Retrieved from: http://public.thecorporatelibrary.net/ethics/eth_13181.pdf

Code of - Avon Products Inc. (n.d.). Retrieved from: http://www.avoncompany.com/aboutavon/corporategovernance/docs/code-of-conduct-2012.pdf

PeopleSoft System Hosting | AC Transit. (n.d.). Retrieved from http://www.actransit.org/acpronet/peoplesoft-system-hosting/

Code Of Ethics | Discover - Discover | Credit Cards, Banking ... (n.d.). Retrieved from https://www.discover.com/company/our-company/corporate-governance/code-of-ethics.html

Group Code of Business Conduct and Ethics- mark. (n.d.). Retrieved from http://www.icicibank.com/managed-assets/docs/about-us/history/code_of_business_conduct_ethics.pdf

Code of Ethics - Pension Consulting Alliance > Home. (n.d.). Retrieved from http://www.pensionconsulting.com/codeofethics.aspx Careers - Home - University Loft Company. (n.d.). Retrieved from http://www.uloft.com/index.php/careers