Code of Conduct
Ceridian is committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside of our company. Each of us is personally responsible for making sure that our business decisions and actions comply at all times with the letter and spirit of this Code of Conduct. To that end:
· We will deal fairly and
honestly with those whose interests we affect and treat them as we would
expect them to treat us if the situation were reversed.
· We will forego any
business opportunity that requires a violation of the law or these
· We will undertake only
those business activities that would withstand public ethical review.
· We will disclose any
conflict of interest we may have regarding our responsibilities to Ceridian
and remove the conflict where required.
· We will refrain from any
act if we are in doubt about its legality or ethical appropriateness.
· We will timely raise any
ethics questions or concerns we have.
· We will help individuals resolve any ethical dilemma they may face and provide an environment where employees may question a company practice without suffering any retaliation or retribution.
Except where specifically noted, this Code of Conduct applies to all employees of Ceridian and its subsidiaries, worldwide, and all non-employee directors serving on Ceridian's Board of Directors.
Competition among Ceridian's suppliers is necessary to assure that we buy high-quality materials and services at the best possible prices. Be fair and impartial in your treatment of Ceridian's suppliers, and insist that they compete for business based on our requirements.
Do not suggest to suppliers that they cannot sell to Ceridian unless they buy our products or services in return. This may constitute reciprocal dealing, which can undermine our commitment to procure for Ceridian the best quality products and services at the best price. It may even be unlawful. This does not mean that a Ceridian customer cannot also be a supplier. It means that our decision to use customers as suppliers will be based on their merits as suppliers and Ceridian's requirements.
Consultants Hired By Employees
The manager responsible for a project must approve the use of consultants, and a written contract must define the relationship. These agreements must include a clear statement of the work the consultant is to perform and specifically address any conflicts of interest, disclosure rights, ownership rights, requirements for written reports of work performed, and compliance with all applicable laws. Your business unit may have additional policies and procedures that must be followed when hiring consultants. Obviously, consultants may not be hired to do anything that is illegal, of questionable propriety, or inconsistent with this Code of Conduct.
Consultants Hired by the Board
The Board of Directors of Ceridian and its committees have the authority to engage, retain and terminate any outside consultant it deems necessary in the performance of its duties. The terms and conditions relating to the engagement of such consultants must be in compliance with this Code of Conduct.
Disparaging Competitors is Prohibited
Sell Ceridian products and services on their capabilities and benefits to customers. Never disparage our competitors, their products or their employees.
Truth in Marketing
Accurately represent our products and services in all marketing, advertising and sales contacts. If comparisons are made between Ceridian's products or services and those of a competitor, be very sure of the facts. Use information from knowledgeable and reputable third parties whenever possible.
Payments that Are Improper
Ceridian does not and will not directly or indirectly condone the payment of anything of value in order to improperly influence a decision maker. Examples of improper payments are those intended to influence customers, suppliers or governmental entities - including their officials or employees - to give or maintain business; to persuade any officials or employees of another company to fail to perform or improperly perform their duties; or to influence legislation.
Doing Business with Governments
The procurement processes of government involve rules and regulations that often are much more extensive than those Ceridian encounters in commercial business. For example, some of the laws and regulations governing doing business with the U.S. and other governments include the Truth in Negotiations Act, the Federal Government Procurement Integrity Act, the Byrd Amendment, the Anti-Kickback Act, and special rules concerning subcontracting, recording and charging of costs, the hiring of former government employees, prohibitions against gifts, meals or gratuities for government personnel, and design, manufacturing, testing and quality control. Whenever doing business with any government we must abide by that country's laws and requirements. If you are conducting business with any government on behalf of Ceridian, contact your legal counsel for further guidelines regarding the applicable laws and regulations of government procurement.
To ensure that business-related gifts, meals or entertainment are not subjects of abuse, Ceridian only permits them to be given or received if:
· They are associated with a
business purpose and are appropriate as to time and place.
· They are of limited and
reasonable value, are not intended to influence, and do not even give an
appearance of influencing the recipient.
· They do not violate any law
or generally accepted ethical standards concerning bribes or pay-offs,
including the standards of the recipient's organization.
· They are consistent with accepted business practices and could withstand public ethical review.
Many countries have prohibitions that exceed what may be acceptable behavior in the private business world. Refer to the previous section - Doing Business with Governments - for information about rules and regulations Ceridian must follow when doing business with governments. In countries where local custom is so strong that to refuse a gift or to not reciprocate with a gift would be considered an insult, you may give and receive gifts of modest value if you obtain prior approval of a corporate or business unit lawyer. These gifts must be lawful and properly reported. You must decline or return excessive gifts, favors or offers of entertainment which violate these guidelines and inform the offerer of the Ceridian's policy.
Protecting Ceridian's Proprietary Information
The protection of Ceridian's proprietary information against loss, theft or misuse is a fundamental responsibility of each of us.
Proprietary information is information that is not generally known outside of Ceridian, and only Ceridian's executive officers or lawyers may determine which proprietary information, if any, may be released. Examples include:
· Business plans or
statistics, including information about business units' earnings, gross or
operating margins, expenses, order and backlog levels, customer information,
and financial forecasts (other than those already published in Ceridian news
releases, annual and quarterly reports, and other documents filed with the
Securities and Exchange Commission).
Pending acquisitions, divestitures and mergers.
Specific customer transactions, unless previously announced through news
Unannounced products and services.
· Pricing strategies.
Identification of stockholders.
Changes in dividend policy, stock splits, stock dividends and proposed
issuances of new securities.
Employee private information.
Impending changes in senior management.
· Major litigation.
For more complete information, see Ceridian's policy on disclosure of financial and other material information.
Contacts with the News Media
Ceridian is as open and candid with the media as possible, but there are times when we cannot or will not provide requested information. Proprietary information that cannot be released is addressed above. In addition, it is Ceridian's policy never to comment on rumors, because to respond to any one rumor may obligate us to respond to others or to update previous comments if circumstances change. It is mandatory that all contacts with the news media be handled only by our public relations specialists. Failure to observe this policy could inadvertently spread misinformation, causing tremendous damage to Ceridian. If you are uncertain about where you should refer a reporter who may contact you, call the Communications department immediately. For more information, ask your Communications department for a copy of Ceridian's Media Relations Guide.
Your Non-Disclosure and Assignment Obligations
You are responsible for protecting company confidential information from disclosure. Even if you retire or leave Ceridian, you may not disclose proprietary company information or use it in any unauthorized manner.
Employees must assign to Ceridian the right to any ideas and inventions an employee develops if they are capable of being used in an area of Ceridian's business. Computer programs and publications are covered by this standard, which may also apply to software and inventions developed at home on personally owned equipment. Inventions that are not developed for Ceridian, are not within our areas of business and are not developed with the use of company resources are excluded. If an employee believes his or her invention falls outside Ceridian's business interests, ask a business unit lawyer for a written release of any claim or right Ceridian may have to the invention.
Use of Company Property
Ceridian property and people is to be used only for company purposes. Misuse of Ceridian equipment, tools, supplies and other assets for personal gain not only violates Ceridian's policies, but also may violate tax or other laws.
Improper Receipt of Other Companies' Proprietary Information
We have an obligation not to misuse or steal the intellectual property of any customer, supplier, business partner, competitor or other company. Ceridian periodically gets information about other companies to assist in marketing or other legitimate activities. This is acceptable when the information comes from proper sources, which generally means information that is published or in the public domain, independently developed, or lawfully received from the owner or a third party. We may not, however, engage in industrial espionage or acquire information about other companies through improper means. Improper behavior includes persuading present or former employees of another company to divulge confidential information, or receiving information that was illegally or improperly acquired by another party. If you come into possession of information from another company that has proprietary markings or that you believe may be proprietary, you must determine if Ceridian is authorized to have it. If you are not sure, contact a Ceridian lawyer. If Ceridian should not have the information, the Ceridian lawyer is the proper person to return the information to the owner.
Protecting Properly Received Proprietary Information
Companies sometimes will provide proprietary information for a business reason. For example, a company may send information about a new computer product it is developing so that a supplier can develop software for the product. When Ceridian properly receives such proprietary information, there should always be a written non-disclosure agreement that defines Ceridian's obligations for the use and protection of the information. This agreement should be reviewed by a Ceridian lawyer before it is signed. Once the information is entrusted to Ceridian, you must protect its confidentiality and limit your use of it to what is authorized by the agreement. You also are responsible for making sure that only authorized individuals have access to the information.
Use of Copyrighted, Licensed Software
Ceridian licenses the use of computer software from a variety of outside companies and prohibits the unauthorized duplication and use of copyrighted, licensed software. This includes use of software on local area networks or on multiple computers. It is the responsibility of each of us to determine whether software is properly licensed, and when we learn of any misuse of software or related documentation within the company, we are to notify a Ceridian lawyer. Illegal reproduction of software may result in civil damages and criminal penalties.
We must avoid any actual or apparent situations where loyalty could be divided or personal interests could be in conflict with those of Ceridian. A conflict of interest would exist, for example, if you had personal interests that you could advance at the expense of Ceridian's interests. It is difficult to describe all conflicts of interest, but some examples of conflict situations include:
· Competing with Ceridian,
either by marketing products or services that compete with Ceridian's
products or services, or by working for a competitor of Ceridian as an
employee, consultant or member of its board of directors. In addition, you
may not enter into any business relationship that could reasonably be interpreted
as not being in the best interests of Ceridian. This policy includes
ownership of stock in a competing company. However, ownership of less than 5
percent of the stock of a company listed on a public stock exchange will not
ordinarily be considered a conflict of interest unless it is a large enough
investment to influence your actions.
Soliciting or accepting money, gifts or any other form of compensation
from any one to represent their interests at Ceridian.
· Using Ceridian confidential
information for your own advantage.
· Acting as a supplier or
subcontractor to Ceridian in your own right, or through a company in which
you, a family member or someone who shares your household are a part owner,
unless approved by a Ceridian lawyer, or, in the case of a non-employee
director, by the Board of Directors or its designee.
Conducting business with former employees of Ceridian prior to one year
after the termination of their employment unless approved by a corporate or
business unit human resource professional, or in the case of a non-employee
director, by the Board of Directors or its designee.
· Investing in a company
in which Ceridian has or is making an investment without prior approval from
a Ceridian lawyer, or in the case of a non-employee director, by the Board of
Directors or its designee, unless (i) Ceridian's
investment or investing activity has been publicly disclosed, (ii) your
investment in that company is made during a public offering or through a
securities exchange or national automated quotation system at the market
price, and (iii) you were not in possession of material, non-public
information about the company when you invested.
Influencing or involvement in the decision to hire friends or
relatives as consultants or employees of Ceridian.
Directly or indirectly supervising the work of someone with whom you are
in a romantic relationship.
· Loans and guarantees of obligations incurred for personal reasons may also present conflict of interests. These types of loans and guarantees are prohibited by law and corporate policy in the case or our executive officers and directors. It is also our policy that such loans and guarantees will generally not be made to employees unless approved by a Ceridian lawyer.
In sum, you should not have any business or financial relationships with customers, subcontractors, partners, suppliers or competitors that could in any way impair or appear to impair the proper performance of their jobs, unless the relationships have been disclosed and approved by a Ceridian lawyer, or in the case of a non-employee director, by the Board of Directors or its designee.
Any one of us can be liable for insider trading if we buy or sell Ceridian securities (including debt securities and exchange-traded stock options) based on information not publicly available that could affect the price of the securities. We can also be liable for insider trading if we trade securities of any other company about which we have obtained important, non-public information through Ceridian (such as information about a pending acquisition by Ceridian). We can be in possession of material, non-public information and face insider trading risk. For example, an individual who prepares, types, copies or sees papers related to earnings, products, financial situations, production problems, divestitures or acquisitions could be in a risk position when trading in Ceridian securities before this information becomes public. To comply with Securities and Exchange Commission regulations, do not buy or sell securities at a time when you have non-public information of a material nature about Ceridian or any other company; you must wait until that information becomes publicly available. In addition, do not give information or tips to family, friends or anyone outside of Ceridian so they can trade on the basis of material, non-public information.
Violation of this policy will not only subject you to prompt disciplinary action, but could also result in civil and criminal penalties, including fines and jail sentences, for violating the law.
Laws in many countries prohibit actions that could unreasonably restrain the functioning of a free and competitive marketplace. Examples of possible violations of these laws are agreements among competitors to charge the same prices for their products, divide markets, jointly control production, or boycott others.
Any agreement that could limit competition in the market may be a violation of these laws and must be reviewed by a Ceridian lawyer. You need to exercise caution whenever you encounter a competitor because, in a later context, even innocent verbal exchanges can be viewed as an improper agreement. Avoid any discussions with competitors related to market share, projected sales for any specific product or service, revenues and expenses, production schedules, inventories, unannounced products and services, pricing strategies, marketing, or other proprietary information. These guidelines apply to all contacts you may have with competitors, including those at trade shows or meetings of professional organizations.
Many products, software and associated technical or commercial data may not be exported without prior written approval from the government, and in some cases, export licenses must be obtained. In addition, Ceridian is responsible for ensuring that items delivered to a specific country are not diverted to restricted countries. Many different types of transactions can be considered exports requiring government approval, including:
Shipping data or software to a Ceridian facility in another country.
Performance of a technical service in a foreign nation.
Conversations of a technical nature with a citizen of another country,
even when the foreign citizen is in your country (for example, in the
Presentation of unpublished research to an audience that includes
foreign citizens, if the government has sponsored the work.
· Disclosures to foreign visitors touring Ceridian facilities.
If you have any doubt about a pending situation involving Ceridian, or need to discuss the specific restrictions from your government, check with a Ceridian lawyer.
All of Ceridian's operations must be conducted in compliance with all applicable environmental, health and safety laws and regulations. Ceridian policies mandate that each of its businesses establish and maintain compliance programs and monitor compliance on a regular basis; allocate sufficient resources to assure effective compliance; periodically report compliance performance to designated individuals; provide prompt notification of any incident which may constitute a violation of any environmental, health and safety law; and act responsibly to protect employees and the environment whether or not any laws and regulations apply. For more information about Ceridian's environmental, health and safety policies, please refer to Ceridian's core policies on our Intranet systems (Environmental, Health and Safety) or ask Human Resources for a copy.
It is Ceridian's policy to cooperate with governmental authorities in their proper performance of inquiries or investigations. However, it is important that all such matters be properly coordinated within Ceridian. Since government investigations are normally conducted in the context of some applicable law, business unit or corporate lawyers should be immediately notified and brought into any investigation in which Ceridian becomes or might become involved. "Investigation" is defined as a non-routine inquiry regarding a possible violation of law by Ceridian, any Ceridian employee, or any other company or person. It does not include routine government audits or compliance reviews. In the event of an investigation, all requests, either oral or written, for access to Ceridian files or for other information should be referred immediately to business unit or corporate lawyers. If a government official attempts to serve a subpoena, contact a Ceridian lawyer immediately.
Federal and state laws in the
Individuals, of course, may support the parties and candidates of their choice, as long as they do so on their own time and do not use Ceridian's name or resources.
Accurate Reporting and Appropriate Controls
Information that you record and submit internally or to any party outside Ceridian must be accurate, timely and complete so as to provide a true picture of the material. Reports must not mislead those who receive them - whether as a result of what is said or what is not said. We have implemented administrative and accounting controls to provide reasonable assurance that Ceridian is accurately reporting its financial information and that financial and other reports are accurately and reliably prepared, and fully and fairly disclose all required otherwise material information.
It is Ceridian's policy that its records be retained only during the period of their immediate use unless longer retention is required by law, litigation, court order, or for internal or historical reference. Ceridian's Record Retention Policy on our Intranet systems must be followed. If you are unsure about the proper retention period of a Ceridian report, record, correspondence or other document, consult this policy or ask a business unit or corporate lawyer.
Ceridian only reimburses individuals for authorized expenditures incurred in the conduct of Ceridian business. These expenses must be reasonable, ordinary and necessary and must be related to a legal purpose, be ethical in nature and amount, and in no way compromise Ceridian's integrity or that of its employees or any other company or individual. Expenses should be submitted in a timely manner. Costs must be properly recorded, with no substitutions or transfers of costs (e.g., charges incurred for a meal must not be recorded as a taxi or other non-meal charge). Individuals must comply with business unit policies on travel and expenses.
Improper Influence of Independent Auditors
It is unlawful for any officer or director, or any employee or anyone else acting under their direction, to coerce, manipulate, mislead or improperly influence our independent auditors engaged in the performance of an audit or review of our financial statements. Ceridian's independent auditors must be able to conduct their audit and review of our financial statements without inappropriate influence from directors, officers or other employees at Ceridian, and without being misled through materially false or misleading statement or omissions from our directors, officers or other employees of Ceridian.
For complete information about Ceridian policies concerning reporting, controls, record retention, reimbursing expenses, independent auditors and other financial matters, see Ceridian's Financial Policies on our Intranet systems.
Ceridian is owned by the public and its shares are listed on The New York Stock Exchange. As a result, Ceridian is obligated to make various public disclosures. Ceridian is committed to full compliance with all requirements of the Securities and Exchange Commission and The New York Stock Exchange. Ceridian has implemented disclosure controls and procedures to provide reasonable assurance that our public disclosures are timely, compliant and otherwise full, fair, accurate and understandable. All individuals responsible for the preparation of Ceridian's public disclosures, or who provide information as part of that process, have a responsibility to assure that all public disclosures and information are complete, accurate, understandable and in compliance with Ceridian's disclosure controls and procedures.
Ceridian requires all employees to follow its core policies regarding such areas as affirmative action and equal employment and delegation of authority. These core policies are kept on our Intranet systems (see table of contents for this section) or a copy can be obtained from human resources.
Failure to comply with the standards explained in this Code of Conduct will result in disciplinary action that may include termination, referral for criminal prosecution, and/or legal action seeking reimbursement to Ceridian for any losses or damages resulting from the violation.
Disciplinary action will be taken:
· Against anyone who authorizes
or participates in actions which violate Ceridian's business conduct
Against anyone who deliberately fails to report a violation or
withholds relevant and material information concerning a violation.
· Against the violator's
superiors, to the extent that the circumstances of the violation reflect
inadequate supervision or a lack of care by the supervisor.
· Against any supervisor who retaliates directly or indirectly - or encourages others to do so - against an employee who reports a violation of these standards.
Resources Who Can Help
If you need help resolving an ethics issue that directly concerns you, the best resource in most situations is your manager. If you see another employee engaging in activities that appear questionable, bring it to the attention of that employee or that employee's manager if at all possible; your manager may also be able to help. If these approaches do not seem appropriate or they do not resolve the problem, here are some other resources:
· A Ceridian lawyer.
· A senior manager.
· Your human resources
Corporate Security 952-853-6011.
Diversity Resources 952-853-3044, if you feel you are the victim of
discrimination, including harassment.
· The Ceridian Ethics
Hotline 952-853-5013 or 1-800-849-3580. You may remain anonymous if you wish.
· The Ethicspoint® System at www.ethicspoint.com or 1-866-384-4277 to report anonymously and confidentially any suspected financial misconduct, including accounting and auditing matters, contract issues, fraud and securities violations. An icon for the Ethicspoint® System is located on our Intranet systems.
If a non-employee director has questions or suspects a violation of this Code of Conduct, they may use any of the resources described above or they may contact the chair of the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee will investigate any suspected violations and take appropriate action.
You Will Be Protected if You Take Action
It is vitally important that you ask for help when you need it and that you report possible violations of the law or of the Code of Conduct. You will not lose your job or be placed at any career disadvantage for questioning a Ceridian practice or reporting a possible violation of Ceridian's policies. Ceridian or members of its Board of Directors or committees will investigate possible violations. In doing so, it will respect the rights of all parties concerned. If a violation is found, Ceridian will take appropriate disciplinary action, up to and including termination and filing of criminal charges. The identity of individuals reporting possible violations will be kept confidential to the extent possible. One exception is if Ceridian is required by applicable law or the administrative or judicial process to reveal it.
When You Seek an Exception or Waiver
Policies and practices sometimes have exceptions. If an employee encounters a situation that is not covered by this guide or seems to require an exception, talk with your manager. Your manager will consult with senior management and/or a Ceridian lawyer to determine if an exception is warranted.
Waivers of this Code involving any of Ceridian's executive officers, senior financial officers or directors may be made only by Ceridian's Board of Directors or a designated committee of the Board, and all waivers granted will be disclosed to Ceridian's stockholders.
Adopted by the Board of Directors:
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