Access Code of Business Conduct

 

I. Purpose

The Access Code of Conduct, updated in May of 2016, is our guide to doing the right thing in business. It is founded on our values and clarifies the ethics and compliance expectations for everyone who works at Access Information Management. Quite simply, the Access Code of Conduct explains how our values should guide our decisions.

This Code of Business Conduct (the “Code”) is intended as a central reference to guide team members, officers and directors of Access Information Management and its subsidiaries (“Access” or the “Company”) in day-to-day decision-making. This Code provides general guidance to all team members on how to behave legally and ethically, and in compliance with the letter and spirit of applicable legal requirements, Access’ policies and our ethical principles. It serves as a guidebook for living our values of “doing the right thing” and always acting with integrity.

Access is committed to conducting business according to the highest ethical standards. The Code defines business procedures and practices that are consistent with our corporate values. This Code does not attempt to cover every questionable ethical situation that could arise; instead it provides guiding principles that apply to all team members, officers and directors. These guiding principles hold all of us at Access to the highest standards of business conduct.

Each Access team member, officer and director is expected to conduct the Company’s business with integrity and to comply with all applicable laws. This includes:

  • Avoiding situations where personal interests are, or appear to be, in conflict with Company interests.
  • Protecting and properly using Company and customer assets, including preserving the confidentiality of non-public information and not acting on such information for personal benefit.
  • Dealing fairly and honestly with all customers, suppliers, competitors and colleagues.
  • Conducting relationships with public officials and political candidates in compliance with all applicable laws, rules and regulations.
  • Being honest, accurate, full, fair and understandable in all reports, records and communications.

At Access, each team member contributes to the accountability of the Company, and all are responsible for ensuring prompt and consistent action against violations of the Code. To that end, every Access team member, officer and director is expected to report what he or she believes, in good faith, are violations of any law, rule or regulation, the Code or any other Company policy, whether unintentional or deliberate, by any Company team member, officer or director.

Ethical conduct is not always clear-cut. When faced with an ethical dilemma, consider the following:

  • What feels right or wrong about the situation?
  • Is your planned action consistent with Access policies and the Code?
  • How would your action affect others?
  • Would another person’s input be useful in making your decision?

You should always consult with your manager, supervisor or Access’s Human Resources department when in doubt about the best course of action. Access prohibits retaliation, in any form, against one who reports any matter of ethical concern in good faith.

Managers, supervisors, officers and directors are responsible for promoting ethical behavior and should take steps to ensure that they:

  • Encourage team members to talk to supervisors and managers,
  • Encourage team members to report violations of laws, rules, regulations or the Code to appropriate individuals and
  • Inform team members that Access will not allow retaliation for reports made in good faith.

All team members have received the Company’s Team Member Handbook, which sets forth additional guidelines for your conduct. The Company may also adopt other policies that provide guidelines for the conduct of team members that are not included in the Company’s Team Member Handbook.

The policies in Access manuals and handbooks are intended to supplement and not to supersede the provisions of this Code, and all team members, officers and directors are responsible for reviewing and understanding the policies listed above that are applicable to them, as well as the policies contained in this Code. Both this Code and the policies located in the policy manuals and handbooks may be amended or supplemented from time to time as the Company deems necessary, and all team members, officers and directors will be alerted to any such amendment or supplement.

II. Our Values

We have five core values that express our shared understanding of what we believe, how we aim to behave and what we aspire to be as a global organization. We call our values “The Access Way.” Together, we REACH for our very best.

Respect: I treat others how I want to be treated.
Empowered: I make good decisions.
Accountable: I own my own actions.
Collaborate: I listen and contribute
Honesty: I act with integrity

III. Compliance with Laws, Rules and Regulations

Access intends to operate its business lawfully in every respect. All team members, officers and directors must respect and obey all applicable laws, rules and regulations. All team members, officers and directors must observe the laws of the cities, states and countries in which we operate. You are not expected to know the details of the law, but you are expected to know enough to determine when to seek assistance from supervisors, managers or other appropriate personnel, including Access’s Compliance Officer.

For team members, officers and directors who reside and work outside of the United States, it is important to note that the references to U.S. laws, rules and regulations are intended to serve as examples. All team members, officers and directors are required to comply with laws applicable to them and are required to comply with U.S. laws, rules and regulations to the extent mandated by this Code. However, in the event a law, rule or regulation conflicts with this Code, you must comply with the local law, rule or regulation.

Export Controls

Many countries maintain export controls as well as economic sanctions or embargoes that restrict transactions with certain countries, individuals, entities and end-users. To maintain compliance with these requirements, Access must screen our international transactions to ensure we see no evidence of any prohibited end-destination, end-user, or end-use, and watch for warning signs that suggest another party may be trying to evade applicable laws.

Business Dealing Outside the United States

The Company’s team members, officers and directors who conduct business or reside and work outside of the United States should strictly comply with laws that govern our operations in such locations, including all applicable anticorruption laws. These laws may include, by way of example and not limitation, the U.S. Foreign Corrupt Practices Act (the “FCPA”) and the U.K. Bribery Act (the “UKBA”), as well as similar laws enacted by other countries, for example, under the Organization of Economic Cooperation and Development Convention on Combating Bribery of Foreign Official and other international, anti-bribery conventions.

If applicable, the impact of these laws can be significant. For example, the FCPA and UKBA often impose civil and criminal penalties, including the possibility of prison sentences, on persons who violate the law — even where that person may have acted outside of both the U.S. and United Kingdom. The Company is obligated to report such violations to the appropriate supervisory, regulatory, or law enforcement authorities. In addition to jeopardizing the Company’s business reputation, violations of anti-corruption laws can subject the Company to substantial monetary penalties. This includes violations by team members and third party agents working of behalf of the Company. As such, it is imperative that all individuals working on behalf of the Company comply with all applicable anti-corruption laws.

Any team member, officer or director who is unclear about the applicability of any anti-corruption law(s) must immediately notify Access’s Compliance Officer and seek appropriate guidance prior to entering into any transactions which might put that person at risk.

Team members should be aware that Access has adopted an Anti-Corruption Compliance Policy, which can be found on the company’s Intranet and is also contained here as Appendix B. The Anti-Corruption Compliance Policy contains additional discussion on topics of bribery and corruption. The policy provides detailed instructions for interactions with government officials, including mandatory limits for permissible gifts, meals, entertainment, travel, and lodging for Access team members. Further, every Access team member must certify in writing his or her understanding of our Anti-Corruption Compliance Policy.

Improper Use of Inside Information.

Team members, officers and directors are prohibited from using non-public material information acquired on the job to buy or sell stock or any other kind of property. This is improper use of inside information and it is illegal in the United States and many other countries.

Antitrust

Antitrust laws are designed to prevent monopolies and encourage competition. While these laws are complex, it is important that you (1) do not communicate or conspire with competitors to control prices in an effort to divide market share, harm suppliers or limit sales, and (2) do not seek competitive advantage by using a competitor’s confidential information or trade secrets. Trade associations serve useful and legitimate functions, but be careful to not exchange confidential data with competitors at trade association meetings and events.

Quality

It is the policy of the Company to maintain an environment in which team members can accurately assess the quality of products and services, and supplier related products and services, under the appropriate contract, purchase order, process specification and engineering requirement without improper influence or coercion. Access is committed to the highest ethical and performance standards in our quality processes and will not tolerate actions that do not promote a commitment to these standards. Decisions made by Access team members related to the quality of Access products and services are to be professional, honest and transparent to examination and scrutiny.

IV. Reporting Violations

It is the policy of the Company to comply with and require its team members, officers and directors to comply with all applicable laws, rules and regulations, the Code and any other Company policies. It is your responsibility to promptly report any violation of law, the Code, and Access’ policies directly to your manager or supervisor. Further, our team member handbook outlines our appropriate problem-reporting procedures. The reporting procedures are aimed to allow team members, officers, directors and others too openly, confidentially or anonymously report an actual or potential violation by another person acting on behalf of the Company of any law, rule or regulation, the Code or any other Company policy. As always, retaliation against reporting individuals is prohibited.

Additionally, Access has established an Ethics and Compliance Hotline, known as the Access Helpline, which is an anonymous reporting mechanism that facilitates reporting of possible illegal, unethical or improper conduct when the normal channels of communication have proven ineffective, or are impractical under the circumstances. All calls to the Hotline are handled in a strictly confidential manner and all callers who wish to remain anonymous shall remain anonymous.

The Access Helpline functions as follows:

  1. Any team member wishing to report what they believe to be an actual or potential violation of any law, rule, regulation, Company policy or this Code, including any accounting or financial reporting irregularity or problem, may call the dedicated toll-free Access Hotline number which is available 24 hours per day, 7 days per week. A third party vendor administers the Hotline with expertise in this area. The team member will be asked to record their complaint through a series of prompts and will have the opportunity to do so anonymously if desired.
  2. The Company’s third party vendor prepares a record of the complaint and promptly transmits the complaint to the Compliance Officer.
  3. Each complaint is individually evaluated and the Compliance Officer makes a determination of action needed on each case. If the complaint deals with questionable accounting, auditing or financial reporting issues, the Compliance Officer shall promptly refer such complaint directly to the Chair of the Audit Committee of the Company’s Board of Directors. For all other matters, the Compliance Officer may refer the complaint to such additional parties who may have expertise in the subject matter of the complaint. A report of each complaint and any action taken is maintained in the Company’s records and a listing of complaints received will be submitted periodically, regardless of the nature of the complaint, to the Compliance Officer.

The toll-free Access Helpline number for team members is: 1-855-901-8890.

In addition to using the Access Hotline, team members and others wishing to report any issue to the Compliance Officer may do so by calling or by writing to the following address:

Regular Mail:
Access Information Management
Attention: Compliance Officer, Mike Williams
6818 Patterson Pass Road, Suite A
Livermore, CA 94550

Anyone not wishing to report an issue anonymously may also contact the Compliance Officer via e-mail at: mwilliams@accesscorp.com

V. Conflicts of Interest

A “conflict of interest” occurs when an individual’s private interest interferes in any way – or even appears to interfere – with the interests of the Company as a whole. Such conflicts may arise when your position or job responsibilities present an opportunity for personal gain, or an obligation or situation resulting from personal activities or financial interests may influence your judgment or actions in the performance of job duties. Conflicts of interest, and the appearance of conflicts, are prohibited.

Improper Personal Benefits

Conflicts of interest may arise when a team member, officer, director or a member of his or her family receive improper personal benefits as a result of his or her position in the Company.

For example:

  • Loans to, or guarantees of the obligations of, any team member, officer, director or a member of his or her family, may not be made without the approval of the board of directors.
  • Gifts or favors from potential vendors that are inconsistent with normal business practices are prohibited. (See below for a detailed discussion of gifts and favors.)

Ownership of Financial Interest in Other Businesses

While Access respects the rights of its team members, officers and directors to manage their affairs and investments and does not wish to impinge upon their personal lives, team members, officers and directors should avoid situations that present a potential conflict between their interests and the interests of the Company. This means that all team members should pay proper attention to the Company’s interests. The Company’s team members, officers and directors owe the Company their loyalty and should avoid any interest, investment or association that interferes with the independent exercise of sound judgment in the Company’s best interests. Also, any activities that create the appearance of a conflict of interest should be avoided.

Although this is by no means an all-inclusive list, there are obvious situations which most certainly can result in a conflict of interest: having an undisclosed financial interest in a supplier, competitor or customer by an team member or a member of the team member’s family; having an undisclosed interest in a transaction in which it is known that the Company is, or may be, interested; or the receipt of undisclosed fees, commission or other compensation from a supplier, competitor or customer of the Company.

Corporate Opportunities

Team members, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity so arises. It is improper for team members, officers and directors to take opportunities discovered through use of corporate property, information or position for themselves personally. It is also improper for team members, officers and directors to take or use corporate property, information or position for personal gain. In certain specific transactions, the improper use of Company information, property or position may be assumed and, for this reason, these situations should be avoided. For example:

  • You may not appropriate, for your own advantage, any business opportunity that you discover in the course of your employment or in your capacity as a director.
  • You may not directly or indirectly compete with the Company in the purchase or sale of any property, right or interest.

Outside Employment

A conflict of interest exists if an outside business or other interests adversely affect your motivation or performance. For example, outside employment may, under certain circumstances, result in a conflict of interest, as could employment with a supplier, competitor or customer of the Company by a member of the team member’s, officer’s or director’s family. To avoid potentially damaging effects on both the Company and the individual, team members, officers and directors must disclose any facts or circumstances that may involve a conflict of interest before taking action.

VI. Disclosure and Reporting of Conflicts of Interests

If a team member, officer, director or any of his or her family members encounters a situation that involves an actual or potential conflict of interest with the Company, the team member, officer or director must disclose promptly to the Compliance Officer the facts and circumstances of such actual or potential conflict of interest. Such disclosure can provide assistance in resolving honest doubts as to the propriety of a particular course of conduct. All information disclosed to the Compliance Officer will be treated on a confidential basis, except to the extent necessary to investigate and/or sanction a violation of the Code or applicable law. Please be aware, the Compliance Officer may take such action as he or she deems appropriate to correct any conflict of interest that may exist

VII. Confidentiality

Confidential information includes all non-public information that might be of use to competitors or might be harmful to the Company or its customers if disclosed. Team members, officers and directors are expected to maintain the confidentiality of information entrusted to them by the Company and by the customers, except when disclosure is authorized or legally mandated.

No team member, officer or director may disclose any attorney-client privileged information or any attorney work product without the prior written consent of the Compliance Officer. Proprietary or confidential information obtained by team members, officers or directors in other capacities (including former employment) should not be used in violation of any applicable restrictions on the use of such information. Team members, officers or directors should inform the Compliance Officer if they are subject to any such restrictions. Finally, the theft or knowing receipt of stolen proprietary information is a crime in most jurisdictions.

Your responsibility for maintaining the confidentiality of information about Access and its business exists not only during your employment, but also after any termination of employment. Not disclosing confidential information means not communicating the information by any means including, without limitation, orally, in writing, or electronically (e.g., in person or via telephone, social media cites or otherwise). In addition to the foregoing, you are also prohibited from using any proprietary or confidential information for any unauthorized purpose, including for your own personal gain. The Company reserves the right to pursue legal remedies to prevent any former team member, officer or director and/or a subsequent employer from benefiting from using confidential information about the Company in a way that is or may be detrimental to the interests of the Company. This section of the Code should be read in conjunction with any and all other confidentiality policies maintained by Access, including those contained in Team Member Agreements and the Access Team Member Handbook.

VIII. Fair Dealing

Access team members, officers and directors are expected to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and colleagues. No team member, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, including information owned by competitors, or inducing disclosure of such information by past or present team members of other companies is strictly prohibited.

Fair Treatment

The Company’s diverse workforce is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of employment and all employment practices are based on ability and performance. The Company prohibits discrimination against any team member, officer or director or any prospective team member, officer or director on the basis of any protected category, including, but not limited to sex, race, color, age, religion, marital status, national origin, disability, or any other basis prohibited by the laws that govern its operations.

Improper Behavior

Access is committed to providing a work environment that is safe from threats of violence, bodily harm or physical intimidation. The Company does not tolerate violence or threatening behavior of any kind, including verbal threats of intimidation. Additionally, team members, officers and directors are expected to perform their duties free from the influence of any substance, including alcohol or illegal drugs, which would impair their performance or negatively impact the performance of others. The possession, sale, use or distribution of illegal drugs in the workplace will not be tolerated. Likewise, the possession of a handgun, firearm or weapon of any kind on company premises is also prohibited, regardless of whether or not you are licensed to carry such a weapon.

IX. Acceptance or Giving of Gifts, Entertainment, Loans or Favors

The Company will procure and provide goods and services based on service and quality. Decisions by the Company relating to the procurement or provision of goods and services should always be free from even the perception that favorable treatment was sought, received or given as the result of furnishing or receiving gifts, favors, hospitality, entertainment or other similar gratuity. The giving or receiving of anything of value to induce such decisions is strictly prohibited and is likely illegal under applicable laws.

Team members, officers and directors should never accept gifts, services, travel or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Team members, officers and directors should consult with the Compliance Officer if they have any questions regarding whether any gift, service, travel or entertainment is inappropriate or inconsistent with the purpose of the Code. Please consult the Anti-Corruption Compliance Policy for detailed guidelines regarding the giving of gifts and entertainment.

X. Proper Use of Company Assets

All Company assets should be used for legitimate business purposes only, other than incidental personal use. Access team members, officers and directors share in the responsibility to protect the Company’s property and ensure efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. This includes not only property specifically entrusted to you, but also property you may discover being misused by others. If you discover misuse, you should report such violation.

To prevent waste of Company assets, no team member, officer or director shall keep, sell, or give away Company property, regardless of its condition or value, without general or specific authorization. Further, no team member, officer or director shall have the right to receive or give away Company services or use Company equipment or facilities without authorization.

Information Resources

The Company’s information resources, such as e-mail and the Internet, are to be used for business purposes only, other than incidental personal use. As such, all team members are expected to follow Access’ Acceptable Use Policy, as found in our Team Member Handbook.

The Company reserves the right to inspect all electronic communications involving the use of the Company’s equipment, software, systems or other facilities within the confines of applicable local law. Team members, officers and directors should not have an expectation of privacy when using the Company’s equipment, software, systems or other facilities.

XI. Accurate Recording and Reporting

Access requires honest, accurate and timely recording and reporting of its business information. Books, accounts, financial statements and records must be maintained in full and accurate detail and must fairly reflect the Company’s transactions.

The Company’s books, records and reports must conform to the appropriate systems of internal controls, disclosure controls and other legal and regulatory requirements.

For example:

  • No undisclosed or unrecorded funds or assets shall be established for any purpose.
  • No false or artificial entries shall be made in any books or records for any reason and no team member, officer or director shall engage in any arrangement that results in such prohibited act.
  • No payment shall be approved or made with the intention or understanding that it is to be used for any purpose other than that described by the document supporting the payment.
  • Team members, officers and directors must not take any action that fraudulently influences, coerces, manipulates or misleads any independent public or certified accountant involved in an audit of Access.
  • You should never feel pressured to enter false or misleading financial entries.

Any team member, officer or director having information or knowledge as to a possible violation of any of the above provisions or any similar instances of non-compliance with the Code or concerns regarding questionable accounting or auditing matters, must promptly report such concerns.

Failure to comply with these guidelines is grounds for discipline, up to and including termination of employment.

Team members, officers and directors should also cooperate with any internal or governmental investigations of the Company. Team members, officers and directors should never destroy or alter Company documents, lie or mislead investigators or obstruct an investigation in any way.

In addition to the foregoing ethical concerns, Access is committed to preventing fraud. Fraud includes “any intentional or deliberate act committed to secure unfair or unlawful gain or to deprive another of property or money by guile deception or other unfair means.” Examples of situations that might involve fraud include:

  • Committing dishonest acts.
  • Intentionally recording a false or misleading transaction or accounting entry.
  • Manipulation of company records.
  • Forging or altering company checks.
  • Misappropriating assets of the company, team member customer or supplier.
  • Submitting for reimbursement false or inappropriate expenditures.
  • Engaging in bribery, embezzlement or money laundering.
  • Using or taking company property or funds for private use.

Remember that team members or external parties may commit fraud. Access is committed to continuously enhancing its policies and procedures to help prevent, detect and deter fraud. If you become aware of improper or questionable accounting or auditing matters, or feel that any other type of fraud has or will occur, immediately report this to your supervisor or contact the Access Helpline at 1-855-901-8890.

XII. General Compliance

Team members, officers and directors are required to comply with the Code’s guidelines, as stated herein.

Waivers and Changes. Any waiver of this Code for executive officers or directors may be made only by Chief Executive Officer and in writing. Any waiver, including implicit waivers, for executive officers, including the principal executive officer, the principal financial officer, the principal accounting officer or controller, or persons performing similar functions, or directors must be promptly disclosed to shareholders by the means required by law or stock exchange regulation. Any changes to this Code, other than technical, administrative or other non-substantive changes, shall be immediately disclosed by the means required by law or stock exchange regulation.

Availability of Code. This Code shall be available on the Company website, as well as the company’s Intranet. It shall also be available, in print, upon request.

XIII. Sanctions

Any infraction of applicable laws, rules, regulations or the ethical standards set forth in this Code will subject a team member, officer or director to disciplinary action. Such action may include warning, reprimand, probation, suspension, reductions in salary, demotion or dismissal. In lieu of or in addition to any such disciplinary action, the Company may ask the team member, officer or director to desist from any transaction, or dissolve any relationship or association, which gives rise to the infraction. Failure to make disclosures required by this Code may also subject a team member, officer or director to disciplinary action up to and including termination.

XIV. Policy Application and Implementation

The policies and guidelines referenced in the Code are applicable to all Access team members. The standards are enforced fairly and without prejudice at all levels, and done so consistent with Access obligations under the law and within established company processes.

The Code is not intended to define all work rules or policies applicable to every company location. Each location may have work rules or policies in addition to those in the Code. You are required to comply with all applicable work rules and policies. You should understand that the provisions in the Code are intended to establish only the minimum standard of conduct. Nothing in the Code constitutes an employment contract.

For further information on specific policies for access’s functions and divisions, please visit our company Intranet or ask your supervisor or member of Human Resources.

 


 

Appendix A

Team Member Code of Business Conduct Acknowledgment

This is to acknowledge that I have received, read and fully understood the Company’s Code of Business Conduct (the “Code”). I agree to comply with all the rules contained therein. I agree to report any potential violations to the Compliance Officer. I will participate in the Company’s business conduct training on a periodic basis. I understand that failure to comply with the Code and any other applicable laws may result in immediate termination and prosecution, with penalties including fines and/or imprisonment. Should I have any questions regarding the Code or find any deviations or violations, I will contact my manager, a member of the Human Resources team, or the Compliance Officer immediately.

(The signed receipt must be returned to the HR Department and filed in the team member’s file.)

Delivery Instructions

Upon initial rollout of the Code, all current US team members should complete this form electronically via ADP and deliver to Human Resources. International team members must complete a copy of this form and return to Human Resources.

Human Resources are thereafter responsible for delivering the completed forms to the Compliance Officer in an envelope labeled “Team member Code of Business Conduct Certifications.”

New team members should complete this form immediately upon hiring and deliver to Human Resources, who will submit the completed questionnaires to the Compliance Officer.

 


 

Appendix B

Access Information Management Anti-Corruption Compliance Policy

Access, including its subsidiaries and affiliates (collectively, “Access” or the “Company”), is committed to conducting all aspects of its business in keeping with the highest legal and ethical standards and expects all team members and other persons acting on its behalf to uphold this commitment. In accordance with this commitment, Access has adopted this Anti-Corruption Compliance Policy (the “Policy”), which is applicable to all directors, officers, team members, agents, representatives and other associated persons of Access (collectively “Access Personnel”).

In brief, Access will not tolerate bribery, kickbacks, or corruption of any kind, directly or through third parties, whether or not explicitly prohibited by this Policy or by law. Access team members or any third party are not permitted to give or offer anything of value (including gifts, hospitality, or entertainment) to anyone for the purpose of improperly obtaining or retaining a business advantage. Similarly, Access team members may not solicit or accept such improper payments.

This Policy and the internal controls herein have been designed to prevent bribery from occurring, avoid the appearance of wrongdoing and enable Access to respond promptly and effectively to any inquiries about its conduct. Access team members who violate this Policy may be subject to disciplinary action, up to and including termination of employment.

The pages that follow provide a general guide to anti-corruption compliance but do not address every potential scenario that may implicate issues bearing on compliance with this Policy. Therefore, any Access team member who has any questions concerning the requirements of this Policy should consult with the Company’s Compliance Officer.

I. Our Policy

A. Access team members shall not be permitted to pay or receive bribes.

Access team members must conduct their activities in full compliance with this Policy, the laws of each country where Access transacts business, and all applicable anti-corruption laws, including, but not limited to, the UK Bribery Act, the U.S. Foreign Corrupt Practices Act (“FCPA”), and any other anti-corruption legislation applicable to the jurisdiction(s) in which Access Personnel find themselves.

Under this Policy, Access team members are not permitted to give or offer anything of value, directly or indirectly, to any Government Official1 or any commercial party for the purpose of improperly obtaining or retaining a business advantage. “Anything of value” should be broadly interpreted to include cash, gifts to family members, forgiveness of a debt, loans, personal favors, entertainment, meals and travel, political and charitable contributions, business opportunities and medical care, among other items. Simply put, bribes, kickbacks or similar payments are never permitted, whether made to a Government Official or to customers, investors, clients or other private parties. Similarly, Access team members may not solicit or accept such payments.

If confronted with a request or demand for an improper payment or other violation of this Policy, the request or demand must be immediately rejected and reported to Access’ Compliance Officer. Similarly, if any team member or agent knows or believes that an improper payment has been or will be made, the team member or agent must also report such payment to Access’ Compliance Officer. Access’s policy is that no adverse employment action will be taken against any personnel in retaliation for, honestly and in good faith, reporting a violation or suspected violation of anticorruption laws or this Policy.

B. Gifts, Meals, Entertainment and Employment

Team Members operating in the United States (US) are expected to adhere to the Company’s standard Travel & Entertainment policy, as outlined in the US Team Member Handbook. What follows herein is a supplement to our standard Travel & Entertainment policy and sets forth various rules for all team members, including those living and working outside of the US, relating to gifts, entertainment, travel, meals, lodging and employment. All such expenditures must be recorded accurately in the books and records of the Company, in accordance with Section IV below.

1. Gifts

As a general matter, the Company competes for and earns business through the quality of its staff, products and services, not with gifts or lavish entertainment. The use of Company funds or assets for gifts, gratuities, or other favors to Government Officials or any other individual or entity (in the private or public sector) that has the power to decide or influence the Company’s commercial activities is prohibited, unless all of the following circumstances are met:

(a) the gift does not involve cash or cash equivalent gifts (e.g., gift cards, store cards or gambling chips);
(b) the gift is permitted under both local law and the guidelines of the recipient’s employer;
(c) the gift is presented openly with complete transparency;
(d) the gift is properly recorded in the Company’s books and records;
(e) the gift is provided as a token of esteem, courtesy or in return for hospitality and should comport with local custom; and
(f) the item costs less than $50.00 USD.

Gifts that do not fall specifically within the above guidelines require advance consultation and approval by the Company’s Compliance Officer.

Note that the provisions of gifts, as well as the reporting requirements, in this Policy, apply even if Access team members are not seeking reimbursement for the expenses (i.e. paying these expenses out of your own pocket does not avoid these requirements).

Access team members must not accept, or permit any member of his or her immediate family to accept any gifts, gratuities or other favors from any customer, supplier or other person doing or seeking to do business with the Company, other than items of nominal value. Any gifts that are not of nominal value should be returned immediately and reported to your supervisor. If immediate return is not practical, they should be given to the Company for charitable disposition.

1 The term “Government Official” includes all officers or employees of a government department, agency or instrumentality; permitting agencies; customs officials; candidates for political office; and officials of public international organizations (e.g., the Red Cross). This term also includes officers or employees of government-owned or controlled commercial enterprises such as state-owned or controlled universities, airlines, oil companies, health care facilities or other vendors. The term also includes family members and close associates of such individuals (e.g., it is not permissible to give a lavish gift to the sibling, spouse or child of a government employee if a gift to the individual would be prohibited under this Policy).

2. Meals, Entertainment, Travel and Lodging

Common sense, good judgment, and moderation should prevail in business entertainment and the payment of travel and lodging expenses engaged in on behalf of the Company. Access team members should provide business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest and intended to serve legitimate business goals.

Meals, entertainment, travel and lodging should never be offered as a means of influencing another person’s business decision. Each should only be offered if it is appropriate, reasonable for promotional purposes, offered or accepted in the normal course of an existing business relationship, and if the primary subject of discussion or purpose of travel is business. The appropriateness of a particular type of entertainment, travel and lodging of course, depends upon both the reasonableness of the expense and on the type of activity involved. This is determined based on whether or not the expenditure is sensible and proportionate to the nature of the individual involved. Adult entertainment, of any kind, is strictly prohibited.

Expenses for meals, entertainment, travel and lodging for Government Officials must be pre-approved by each team member’s manager or supervisor, regardless of the value.

Expenses for meals, entertainment, travel and lodging for any other individual or entity (in the private or public sector) that has the power to decide or influence the Company’s commercial activities may be incurred without prior approval by Access’ Compliance Officer, only if all of the following conditions are met:

(a) The expenses are bona fide and related to a legitimate business purpose and the events involved are attended by appropriate Company representatives;
(b) The cost of the meal, entertainment, travel or lodging is less than $50.00 per person; and
(c) The meal, entertainment, travel or lodging is permitted by the rules of the recipient’s employer (if applicable).

For all such expenses, the reimbursement request must identify total number of all attendees and their names, employer, and titles (if possible). Receipts must support all expense reimbursements, and expenses and approvals must be accurately and completely recorded in the Company’s records. In all instances, team members must ensure that the recording of the expenditure associated with meals, lodging, travel or entertainment clearly reflects the true purpose of the expenditure.

Note that the provision of meals, entertainment, travel and lodging as well as the reporting requirements, in this Policy, apply even if Company team members are not seeking reimbursement for the expenses (i.e. paying these expenses out of your own pocket does not avoid these requirements).

When possible, meals, entertainment, travel and lodging payments should be made directly by the Company to the provider of the service, and should not be paid directly as a reimbursement. Per Diem allowances may not be paid to a Government Official or any other individual (in the private or public sector) that has the power to decide or influence the Company’s commercial activities for any reason.

Any meal, entertainment, travel or lodging expense greater than $50.00 per person, and any expense at all that is incurred for meals, entertainment, travel or lodging unrelated to a legitimate business purpose, must be pre-approved by the team member’s manager or supervisor.

Please note that in addition to traditional gifts, meals, entertainment and travel that are provided to business relationships where Access team members are not in attendance shall be considered gifts, and subject to the rules and requirements for gifts specified in this Policy.

3. Employment/Internships

On occasion, Government Officials or Access’s business partners may request that Access provide internships or employment to certain individuals. Offering internships or employment to Government Officials or Access’s business partners may be viewed as providing an item of value.

This Policy sets forth guidance for handling such requests from Government Officials or Access’s business partners. If a candidate is interviewed for an internship or employment within the ordinary course of filling a position, Access’ Compliance Officer must be notified of the candidate’s relationship to a Government Official or Access’s business partner. If a candidate related to a Government Official or Access business partner is interviewed outside of the ordinary course of filling a position, any internship or employment offer must also be pre-approved by the Compliance Officer.

II. Relationships with Third Parties

Anti-corruption laws prohibit indirect payments made through a third party, including giving anything of value to a third party while knowing that value will be given to a Government Official for an improper purpose. Therefore, Access team members should avoid situations involving third parties that might lead to a violation of this Policy.

Access team members who deal with third parties are responsible for taking reasonable precautions to ensure that the third parties conduct business ethically and comply with this Policy. Once a third party is engaged, Access team members who deal with third parties must always be aware of potential red flags. Red flags are certain actions or facts which should alert a company that there is a high possibility of improper conduct by a third party. A red flag does not mean that something illegal has happened, but rather that further investigation is necessary.

If Access team members have reason to suspect that a third party is engaging in potentially improper conduct, they shall report the case to the Company’s Compliance Officer immediately. Access shall conduct an investigation and stop further payments to the third party if Access’s suspicions are verified through the investigation.

III. Political Contributions and Charitable Donations

Access team members, whether in their own name or on behalf of the Company, may not make political or charitable donations for the purpose of obtaining or retaining business or to gain an improper business advantage. Any political or charitable contributions by Access or made on its behalf must be permitted under the law, permissible pursuant to the terms of this Policy, made to a bona fide organization, and—in the case of political contributions or charitable contributions connected to any Government Official or government entity—made with the prior approval of the Compliance Officer. The Compliance Officer must be notified immediately if a Government Official solicits a political or charitable contribution in connection with any government action related to Access or its affiliates. Individual team members or agents may not make political contributions on behalf of Access or its affiliates.

IV. Recordkeeping and Internal Controls

This Policy requires that all expenditures made by the Company be accurately reflected in the Company’s financial records and that all payments made with Company funds, or on behalf of the Company, have been properly authorized. Access Personnel must follow all applicable standards, principles, laws and practices for accounting and financial reporting. Access Personnel must be timely and complete when preparing all reports and records required by management. In particular, Access Personnel should ensure that no part of any payment is to be made for any purpose other than that to be fully and accurately described in Access’s books and records. Access Personnel should use best efforts to ensure that all transactions, dispositions, and payments involving Company funds or assets are properly and accurately recorded in the Company’s financial records. No undisclosed or unrecorded accounts are to be established for any purpose. False or artificial entries are not to be made in Access’s books and records for any reason. Finally, personal funds must not be used to accomplish what is otherwise prohibited by this Policy. The Chief Compliance Officer is primarily responsible for the oversight and enforcement of this Policy. The Company will conduct periodic audits of its books and records to monitor compliance with this Policy.

V. Compliance Procedures and Training

As part of Access’s ongoing commitment to anti-corruption compliance, all team members must engage in training through a third party, as well as receive and review a copy of this Policy. Team members must then certify in writing (see the attached Appendix C) that they (1) have reviewed the Policy; (2) agree to abide by the Policy; and (3) agree to report any potential violations of the Policy to the Compliance Officer.

In addition, the Company will offer periodic anti-corruption compliance training programs to educate team members about the requirements and obligations of anti-corruption laws and this Policy. All team members of the Company must participate in such training and Human Resources, in conjunction with the Compliance Officer, must retain attendance records establishing compliance with this requirement.

VI. Reporting Requirements and Whistleblower Protection

As described in Section III of the Code of Business Conduct, it is every Access team member’s responsibility to report to Access any violation of law and Access’s own policies and procedures. To that end, Access has established procedures that govern the process through which team members, officers, directors and others may openly, confidentially or anonymously report an actual or potential violation by another person acting on behalf of the Company of any law, rule or regulation, the Code or any other Company policy. Retaliation against reporting individuals is prohibited.

Any team member who wishes to call the hotline may do so by dialing: 1-855-901-8890

All calls to the Hotline are handled in a strictly confidential manner and all callers who wish to remain anonymous shall remain anonymous.

 


 

Appendix C

Team Member Anti-corruption Policy Certifications

This is to acknowledge that I have received, read and fully understood the Company’s Anti-Corruption Compliance Policy (the “Policy”). I agree to comply with all the rules contained therein. I agree to report any potential violations to the Compliance Officer.

I will participate in the Company’s anti-corruption training on a periodic basis. I understand that failure to comply with the Policy, the FCPA, U.K. Bribery Act and any other applicable anti-corruption laws may result in immediate termination and prosecution, with penalties including fines and/or imprisonment. Should I have any questions regarding the Policy or find any deviations or violations, I will contact my manager or the Compliance Officer immediately.

(The signed receipt must be returned to the HR Department and filed in the team member’s personnel file.)

Delivery Instructions

Upon initial rollout of the Policy, all US-based current team members should electronically acknowledge this form through ADP Workforce Now. Non US-based team members should complete this form and deliver to Human Resources. Human Resources is thereafter responsible for delivering the completed forms to the Compliance Officer in an envelope labeled “Team Member Anti-Corruption Policy Certifications.”

New team members should complete this form immediately upon hiring and deliver to Human Resources, who will submit the completed questionnaires to the Compliance Officer.

 


A PDF version of the Access Code of Business Conduct is also available.