Code of Business Conduct and Ethics
March 23, 2004
This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors and employees of Navigant International, Inc. and its subsidiaries (together "Navigant"). All of our directors and employees must conduct themselves accordingly and strive to avoid even the appearance of improper behavior. The Code should also be provided to and followed by Navigant's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
Those who violate the standards in this Code will be subject to disciplinary action up to and including termination by Navigant and may be reported to the appropriate authorities. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.
Compliance with laws, rules and regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All directors and employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all directors and employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.
Navigant holds information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.
You are expected, to the extent required by your position with respect to Navigant, to facilitate the full, fair, accurate, timely and understandable disclosure in all reports and documents filed with the Securities and Exchange Commission and in other public communications made by Navigant.
Conflicts of interest
A "conflict of interest" exists when a person's private interest interferes in any way with the interests of Navigant. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position with Navigant. Loans to, or guarantees of obligations of, directors and employees and their family members may create conflicts of interest.
It is almost always a conflict of interest for a Navigant employee to work simultaneously for a competitor, client or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our clients, suppliers or competitors, except on our behalf.
Conflicts of interest are prohibited as a matter of Navigant policy, except under guidelines approved by the Board of Directors or in transactions approved by the Board, the Audit Committee of the Board or a special committee of the Board. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or Navigant's Legal Department. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.
Directors and employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about Navigant and its clients should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. Navigant has a detailed insider trading policy available on NavNet or from the Legal Department. If you have any questions, please consult Navigant's Legal Department.
Directors, employees and officers are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No director or employee may use corporate property, information, or position for improper personal gain, or compete with Navigant directly or indirectly. Directors, employees and officers owe a duty to Navigant to advance its legitimate interests when the opportunity to do so arises.
Competition and fair dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present directors and employees of other companies is prohibited. Each director and employee should endeavor to respect the rights of and deal fairly with Navigant's clients, suppliers, competitors and directors and employees. No director or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with clients. No gift or entertainment should ever be offered, given, provided or accepted by any director or employee or their family members or agents unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.
Discrimination and harassment
The diversity of Navigant's directors and employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
Health and safety
Navigant strives to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Directors and employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.
Navigant requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many directors and employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. Rules and guidelines are available from the Accounting Department.
All of Navigant's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect Navigant's transactions and must conform both to applicable legal requirements and to Navigant's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to Navigant's record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult Navigant's Legal Department.
Directors and employees must maintain the confidentiality of confidential information entrusted to them by Navigant or its clients, except when disclosure is authorized by the Legal Department or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to Navigant or its clients, if disclosed. It also includes information that suppliers and clients have entrusted to us. The obligation to preserve confidential information continues even after employment ends.
Protection and proper use of company assets
All directors and employees should endeavor to protect Navigant's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on Navigant's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-company business, though incidental personal use may be permitted.
The obligation of directors and employees to protect Navigant's assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Navigant policy. It could also be illegal and result in civil or even criminal penalties.
Payments to government personnel
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
Waivers of the code of business conduct and ethics
Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock market regulation.
Reporting any illegal or unethical behavior including any accounting or
Directors and employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of Navigant not to allow retaliation for reports of misconduct by others made in good faith by directors and employees. Directors and employees are expected to cooperate in internal investigations of misconduct.
Any employee of Navigant may submit a good faith complaint regarding accounting or auditing matters to the management of Navigant without fear of dismissal or retaliation of any kind. Navigant is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Navigant's Audit Committee will oversee treatment of employee concerns in this area.
In order to facilitate the reporting of employee complaints, Navigant's Audit Committee is responsible for the establishment of procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters ("Accounting Matters") and (2) the confidential, anonymous submission by directors and employees of concerns regarding questionable accounting or auditing matters. The procedures set forth below will apply.
(a) Receipt of employee complaints
Employees may forward concerns and complaints on a confidential or anonymous basis to The Compliance Partners:
§ Toll free numbers:
§ 866-674-5648 (English/Spanish)
§ 866-896-8118 (Translation Services)
§ E-mail: firstname.lastname@example.org
§ Fax: 866-332-2699
Mail: The Compliance Partners,
(b) Scope of matters covered by these procedures
§ Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Navigant;
§ Fraud or deliberate error in the recording and maintaining of financial records of Navigant;
§ Deficiencies in or noncompliance with Navigant's internal accounting controls;
§ Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Navigant; or
§ Deviation from full and fair reporting of Navigant's financial condition.
(c) Treatment of complaints
§ Upon receipt of a complaint, The Compliance Partners will (i) determine whether the complaint actually pertains to Accounting Matters and (ii) when possible, acknowledge receipt of the complaint to the sender.
§ Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the General Counsel, Internal Auditor or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
§ Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
§ Navigant will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters.
(d) Reporting and retention of complaints and investigations
§ The Compliance Partners will maintain a log of all complaints, tracking their receipt, investigation and resolution and will prepare a periodic summary report thereof for the Audit Committee.
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
§ Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
§ Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
§ Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
§ Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor's responsibility to help solve problems.
§ Seek help from company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager, your Human Resources Generalist, Navigant's senior HR personnel, or any member of the Legal Department. If none of these are appropriate, call The Compliance Partners (see No. 13 above for contact information).
§ You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. Navigant does not permit retaliation of any kind against directors and employees for good faith reports of ethical violations.
ask first, act later
If you are unsure of what to do in any situation, seek guidance before you act.