附件14.1
broadridge金融解决方案，inc。
业务行为准则与伦理标准
这段代码是为谁编写的？
此准则适用于Broadridge的所有人员. 《业务行为准则和道德准则》（以下简称“准则”）概述了我们的行为方式：每个人都必须始终遵循的政策、期望和高标准。我们的准则是全球的、强制性的，适用于Broadridge的每个人，无论职务、级别或地点，包括高管、董事、员工以及代表Broadridge的第三方，包括顾问、承包商、代理商和合作伙伴。 所有人都必须遵守该准则。
我们始终遵守法律和法规. 作为一名职员，您有责任以最高标准的诚信来完成工作。您的工作必须始终遵守法律和本行为准则。当您有疑问或关注时，您还有义务说出来，如果您发现有可能违反准则的行为，您必须报告。 这些期望没有例外。 有关报告可能违反准则或提出问题或关注的途径已列于道德资源下，包括通过道德热线匿名举报。Broadridge致力于保护举报被认为是非法、不诚实、不道德或其他不当行为的个人免受歧视或报复（在某些情况下被称为“告发者”）。
我们本着价值观领导. 我们的服务表现与我们的价值观一致，让全球许多顶尖的全球货币机构依赖我们。他们的信心取决于我们毫不妥协的诚实和正直。
我们的价值观
诚实与正直
i诚实和正直对我们业务的每一个方面都是至关重要的：每一个活动，每一个互动和每一次沟通。我们的声誉和成功建立在毫不妥协的诚实和正直之上，绝不能受到威胁。保持他人的信任和忠诚是我们个人的责任，取决于我们作为个人的言行。
ii诚实和正直的重要性适用于广登公司的高管、董事、员工、业务伙伴、独立承包商、顾问以及代表我们开展业务的其他人。
可靠性：增强的正常运行时间和灾难恢复能力最小化了数据丢失的风险，这对于紧急响应行动至关重要。
i我们信守承诺，履行义务，并在每种情况下做正确的事情。
ii以诚实行事是我们所有人的共同承诺。我们必须警惕违反我们的准则、政策、流程或法律的情况。我们不仅要对遵守我们的准则负个人责任，而且还要讨论道德问题、提出疑问并举报行为不端。忽视不道德行为和准则违反可能导致严重后果。
iii您的行为可以加强道德氛围，积极影响同事们的行为。如果您无力阻止或发现可疑不端行为已发生，仍须向所在地的管理层报告。
信托
a通过说出来，您确保我们保护声誉以及客户的利益。您提出的每一个问题都将得到我们及时和认真的关注，确保我们在所做的一切中合法、道德和诚实。
i.信任是建立在每个人都感到受重视和被倾听的基础上的。因此，我们始终配合因关注或举报而产生的调查或询问，并清楚地知道电话、详细记录和/或电子邮件将根据“必要知道”的原则处理。
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i.我们彼此之间的互动方式，为我们所有业务关系设定了基调。至关重要的是，我们彼此以尊严和尊重对待。通过在互动中彬彬有礼、公平待人，并以创造积极环境为荣，我们确保我们友好合作的精神继续蓬勃发展。
管理者：Broadridge价值观中的领导者
i.管理人员在推动和落实这项准则中起着至关重要的作用。他们必须树立道德行为的典范，并促进一个工作场所，使员工感到可以毫无顾虑地提出疑虑和问题。 如果您是Broadridge的经理，请以我们的价值观作为我们业务伦理的支柱作为您的指南。 管理人员以身作则，强化道德行为。 管理人员清晰沟通期望，并营造一个充满透明度、尊重和保密的积极工作环境，远离歧视、骚扰、报复和不公平对待。他们鼓励透明度、尊重和保密，并避免利益冲突。
员工公平对待
多样性、公平和包容
•我们相信在我们的员工中实现多样性、平等和包容性对业务卓越至关重要。 作为员工，我们是一个全球才华横溢、以客户为中心、有远见的人才网络。我们知道每个员工都很重要，并且我们都受益于多样性、平等和包容性。我们对文化差异敏感，并尊重个体特质、习俗和观点，知道它们有助于我们的表现并增进我们的生产力。 我们心态开放，倾听他人的看法。 我们的目标是创造一个包容的工作环境，使我们能全心投入工作。 请参阅我们的 多样性、平等和包容性政策.
平等机会
•Broadridge为所有员工和求职者提供平等的就业机会，无论种族、肤色、宗教信仰、性别（包括性取向、性别认同或表达和怀孕）、婚姻状况、国籍、种族、社会出身、年龄、残疾、遗传信息、军事或退伍军人身份以及其他受保护的特征。这适用于包括但不限于招聘、雇佣、安置、晋升、解雇、调动、休假、薪酬福利和培训等就业条款和条件。
非歧视性
•任何形式的非法歧视都是不可接受的，决策不得基于任何偏见。我们禁止基于种族、肤色、宗教、性别（包括性取向、性别认同或表达以及怀孕）、婚姻状况、国籍、种族、社会来源、年龄、残疾、遗传信息、军工-半导体或退伍军人身份以及其他受保护特征的歧视。基于这些特征做出与就业相关的决策，包括招聘、聘用、安置、晋升、解雇、调动、休假、薪酬和培训，是不允许的；此类决策必须基于个人的技能、知识、表现、才能和能力。 有关禁止歧视的更多信息，请查阅我们的政策，包括 平等就业机会和反歧视和骚扰政策（美国）和 机会均等政策（英国）.
骚扰
•我们不容忍任何导致敌对工作环境的行为。任何针对员工、客户、承包商、业务伙伴或其他人的不受欢迎、冒犯或具有威胁性的行为都是禁止的，包括：
–Conversations or images of a sexual, crude or obscene nature
–Jokes or teasing comments concerning sex, sexual orientation, gender, age, race, disability or other protected traits
–Demeaning remarks
–Touching others inappropriately
–Indecent gestures
More information on this topic, including company policies, is available for associates on My Broadridge, the local employee handbook or from their HR business partner.
Freedom of Association
•We are committed to complying with applicable national, state and local labor laws and supporting the payment of competitive wages and benefits to all associates. We recognize and respect the rights of associates to decide whether or not to join a union, association, or representative organization for the purpose of engaging in collective bargaining, as consistent with applicable national, state and local laws and customs.
Safe Workplace
•We are committed to a non-violent working environment that is free of threats and physical harm. We can never intentionally harm another person or damage property. Acts or threats of violence directed toward another person or Broadridge property must always be reported. We can never bring weapons or other dangerous devices on Broadridge property, including our parking lots and company-owned vehicles, or on our clients’ property. We follow workplace safety rules and obey posted warning signs and restrictions. We also practice good physical security habits, never allowing unauthorized individuals into secure areas.
Abusive Conduct and Bullying
•A workplace free of abusive behavior and bullying keeps us safe and able to concentrate fully on our jobs. We are polite, respectful and resolve disagreements calmly. We can never bully, threaten, intimidate or harm another person through writing, speaking or non-verbal behavior, such as gestures, expressions or physical conduct. For more on this topic, see the Anti-Bullying Policy.
Alcohol and Drug Abuse
•Substance abuse negatively affects job performance, creates safety hazards and puts everyone at risk. We can never be under the influence of alcohol, illegal drugs or any other controlled substance while on the job and their use or possession is prohibited at work. Medications are permitted when used as a doctor prescribes, or in accordance with directions for over-the-counter medications, and if they do not impact safety or job performance. Smoking – including cigarettes, e-cigarettes, cigars or pipes – is only allowed in designated areas. Our substance-free workplace policy applies to our associates, vendors, clients and visitors.
Social Media
•As individuals, we are responsible in our use of social media. Harassing a coworker, commenting about clients or sharing confidential business information are only a few examples of unacceptable activities that can have a negative or damaging impact on you, Broadridge and our stakeholders. Our policies apply to our use of social media in the same way they would apply to other communications.
•Broadridge supports an associate’s right to speak out publicly about matters of public concern or to participate in concerted activities related to the terms and conditions of employment. Nothing in this section of our Code or in any of our policies is intended to limit or interfere with that right.
•We do not hold ourselves out as representing Broadridge unless authorized. Only certain individuals are authorized to speak on behalf of Broadridge.
For more on social media, please see our Public Communications and Social Media Policy.
Respect for Associate Privacy
•We protect our associates’ personal information from unauthorized use and disclosure, limiting access to those who need it for the legitimate conduct of company business. Personal information must be kept safe from improper or illegal use or transfer. We take appropriate measures to protect personal information consistent with applicable privacy laws.
Broadridge and Third-Party Property
We protect all property owned by Broadridge from loss, damage, waste and misuse. This includes financial assets such as cash and bank accounts; physical assets including our facilities, equipment and vehicles; technology such as computers, software and information systems; and intellectual property such as company strategies and financial projections.
Use of Company Resources
•We take care of Broadridge’s assets, including equipment, office space and electronics, always securing them against loss, theft or damage. We recognize that all communications sent or received on our equipment (such as e-mail, instant messaging, text messaging, voicemail, conference equipment, company cell phones and handheld devices) are company assets, and Broadridge has the right to monitor them, unless prohibited by local laws.
Software
•We only distribute and disclose Broadridge and third-party software to associates authorized to use it, and to clients in accordance with terms of a Broadridge agreement. We do not copy software without authorization and only use it to perform assigned responsibilities. All third-party software must be properly licensed, and we abide by the terms and conditions of the license agreements, including various restrictions on the disclosure, use and copying of software.
Intellectual Property
•Our products, ideas and logos are all examples of intellectual property that must be protected. We can never disclose confidential information about our company or a client unless specifically authorized by management. We all have responsibility to protect proprietary information, even when we no longer work at Broadridge.
•If you are involved in the design, development, testing, modification or maintenance of Broadridge software, you must not tarnish or undermine the legitimacy and “cleanliness” of Broadridge products by copying or using unauthorized third-party software or confidential information. We do not possess, use or discuss proprietary computer code, output, documentation or trade secrets of a non-Broadridge party, unless authorized. Intentional duplication or copying of the “look and feel” of others’ software is not permitted.
•The development of software and the use of or embedding of artificial intelligence (AI) tools must be done in accordance with Broadridge policies, including the Artificial Intelligence (AI) Governance Policy.
For more on intellectual property, please see our Intellectual Property Policy.
Conflicts of Interest
We are impartial and objective when making business decisions, never allowing a conflict of interest – or even the appearance of a conflict – that could affect our judgment. We avoid personal relationships, investments
and associations that could interfere with Broadridge's business interests and our independent exercise of judgment in Broadridge’s best interests. We strive to never exploit our position at Broadridge for personal gain. When potential, perceived or actual conflicts exist, we disclose the conflict so management can analyze the situation and take action to eliminate or mitigate the conflict, when appropriate.
Conflicts of interest can exist when we:
•Engage in Broadridge business transactions with relatives or friends
•Use Broadridge property, non-public Broadridge, client or vendor information, or Broadridge position for personal gain or for the benefit of our relatives or friends (including using such information for securities transactions)
•Have more than a modest financial interest in Broadridge's vendors, clients or competitors
•Receive a loan, or guarantee of obligations, from Broadridge or a third party as a result of our position at Broadridge
•Compete, or prepare to compete, with Broadridge while still employed here
These are only a few of the situations describing a conflict of interest. Whenever you have concerns about a situation, or even the way the situation appears, report it immediately.
Personal Relationships
•Relationships can create actual or potential conflicts of interest, complaints of favoritism, misunderstandings, an unprofessional work environment, and morale issues. Working closely with a family member or a person with whom you have a close personal relationship can also interfere with the ability to make objective decisions. The potential for such problems significantly increases when one of the individuals involved in the relationship holds a supervisory or managerial position and has the authority or the ability to affect or influence the other party’s terms or conditions of employment or engagement. Therefore, before hiring a relative or upon a relationship developing within a direct or indirect reporting line, the situation must be disclosed to each person’s manager to determine if there is a violation of the Employment of Relatives Policy and if so, they must work together to resolve the issue as provided in the policy. Additionally, if a relative or close friend has a business relationship with Broadridge, such as through a vendor or a client, we disclose the relationship to our manager.
For more on this topic, please see our policy on Employment of Relatives.
Board Service and Outside Business Relationships
•Engaging in volunteer activities and with the outside business community helps us contribute to personal causes. However, we know that taking on an advisory role – such as a board member, consultant, officer or partner – for a Broadridge business partner, competitor or professional organization requires authorization in order to avoid a potential conflict of interest.
Financial Interests
•Investing or having more than a modest financial interest in one of Broadridge’s clients, vendors or competitors could result in a conflict of interest. We avoid these investments and all other financial involvement as do our family members.
Gifts and Entertainment
•Exchanging gifts can strengthen business relationships, but it can also create conflicts of interest. Other than modest gifts exchanged in the normal course of business – including travel or entertainment – we do not give gifts to, or receive gifts from, Broadridge's clients and vendors. This restriction applies to our family members as well. If a gift is substantial, prior approval from senior management or the Director of Compliance is required before giving or receiving the gift.
•Refusing a gift or invitation is not always easy, especially if it might damage a business relationship. By asking your supervisor before accepting, you can respond appropriately.
•Any associate who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. This includes the offer or acceptance of anything of value intended to improperly obtain favorable treatment.
For more information on this topic, see the Gifts and Entertainment Policy, the Anti-Bribery Policy, the Travel and Entertainment Policy (US and Canada) and related policies on My Broadridge, your local employee handbook or from your HR business partner.
Dealing with Government Officials
•Government employee interactions are different than other business relationships. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. We are aware of and strictly follow these prohibitions.
Political Activity
•As members of our communities, we may voluntarily engage in the political process on our own time with our own personal resources. This includes money as well as equipment such as computers, phones and printers.
•No Company resources, including the use of Company premises, equipment or property, or Company funds, may be contributed (in cash or in-kind) to any political candidate, political committee (other than for the administrative and solicitation expenses of the Broadridge Political Action Committee, as permitted by law), political party, state or local ballot measure committee or to any other organization for the purpose of attempting to influence elections or ballot measures without the approval of the CEO.
•When we make politically related comments, we state them as our own views and not those of Broadridge. We are respectful of our colleagues, never pressuring them to get involved in the causes we support.
For more on this topic, please see our Political Contributions Policy.
Fair Business Practices
Bribery and Corruption
•We conduct business ethically with zero tolerance for corruption or bribery. We succeed because we work hard and are committed to our clients. We can never accept, request or offer anything of value (tangible or intangible), such as cash, gifts, discounts, contributions or promise of a job offer to obtain or retain business, influence a decision or gain an advantage.
•Bribery and corruption have serious consequences for us and our company. We comply with anti-bribery and anti-corruption laws wherever we do business. Because we can be held responsible if a third party offers a bribe on our behalf, we are careful when selecting business partners and hold them to these standards as well.
•In some countries, it may be customary for government officials to request facilitation payments. Facilitation payments are payments made to government officials to speed up routine government action that would otherwise be carried out in the normal course, such as processing licenses or permits or government paperwork required for visas and work orders. Facilitation payments made anywhere in the world are prohibited by Broadridge and must not be made regardless of local custom or law.
For more on this topic, please see our Anti-Bribery Policy.
Fair Dealings and Prevention of Fraud
•We are always fair in our dealings with fellow associates, vendors and clients. We can never take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. The act of deception intended to result in financial or personal gain or a benefit for the company is fraud and must be prevented or stopped.
Antitrust Laws
•We compete fairly and support open and honest competition. We comply with all applicable fair competition and antitrust laws, knowing these laws help businesses compete fairly and honestly and prohibit conduct that reduces or restrains competition.
•We can never use information that was improperly obtained, such as confidential information from clients or other third parties. We do not share our pricing information with competitors or agree with competitors to set pricing or allocate territories or market share.
•We communicate carefully, as casual conversations, emails or social media exchanges can be misinterpreted and viewed as anti-competitive. When we are uncertain whether a contemplated action raises unfair competition or antitrust issues, we contact the Legal Department for assistance.
Anti-Money Laundering
•We watch for the crime of money laundering, vigilantly monitoring financial transactions and taking care to know our customers. To prevent illegally generated funds from moving through Broadridge, we look for suspicious transactions, use good judgment when dealing with third parties and only do business with reputable individuals and legitimate companies.
•Money laundering occurs when funds generated from criminal activity, such as drug trafficking, fraud and terrorism, are processed – and consequently their source is hidden – by a legitimate business. We have a duty to prevent these funds from moving through Broadridge. We should be suspicious when transactions involve:
–Invoices paid with cash or money orders
–Payments in a different currency than invoiced
–Payments from an uninvolved third party
–Over-payments
–Suspicious fund transfers
•If you have concerns about a transaction or a potential transaction, contact the Legal Department immediately.
For more on this topic, please see our Trade Controls and AML Policy.
Trade Restrictions
•Broadridge complies with all applicable trade restrictions, export controls, trade embargoes, economic sanctions and boycotts imposed by the U.S. government and any other government with authority over its business. This involves avoiding participation in certain business activities in specified countries, and with specified individuals and entities. Broadridge does not participate in any international boycott that is not sanctioned by the U.S. government.
For more on this topic, please see our Trade Controls and AML Policy.
Competitive Information
•We do not accept, use or disclose confidential information about our competitors. When obtaining competitive information, we can never violate our competitors’ rights. We take particular care when dealing with competitors’ clients, ex-clients and ex-employees. We can never ask for confidential or proprietary information and can never ask anyone to violate a non-compete or non-disclosure agreement.
•Aggressive selling should not include misstatements, innuendo or rumors about our competition or their products and financial condition. We also do not make unsupportable promises concerning our products. If you are uncertain about a communication, please contact the Legal Department for assistance.
Insider Trading
•We take U.S. securities laws very seriously: trading based on material nonpublic or “inside” information is unethical and illegal. Through our work, we may learn material information about our company or a client that is not available to the public; however, using that information to trade securities is against the law.
•We can never trade based on material nonpublic information about our company or about our clients, vendors, subcontractors, business partners or competitors. It is illegal to buy or sell securities using material information not available to the public.
•“Tipping” others to trade or not trade is also illegal and could lead to serious criminal or civil penalties. If we improperly give material nonpublic information to others, we are as liable as those who trade
securities using the information. Always exercise caution when dealing with material nonpublic information and avoid even the appearance of improper transactions.
•We can never buy or sell securities based on material nonpublic information, which could include the following:
–Financial results
–Known but unannounced or projected future earnings, profits or losses
–Write-downs of assets or increases in reserves
–News of a pending or proposed merger, acquisition or disposition
–Impending bankruptcy or financial liquidity problems
–Gain or loss of a significant client
–Introduction of a significant new product or service
–Stock splits or changes in dividend policy
–Equity or debt offerings
–Exposure due to actual or threatened litigation
–Changes in debt ratings
–Cybersecurity incidents, including breaches
–Changes in senior management
•After this information becomes public through a press release, government filing or an official communication, you may transact in the securities; provided that certain “Covered Persons” as defined in our Insider Trading Policy may be required to seek pre-clearance to trade in securities. If you are ever uncertain, contact the Legal Department for assistance.
For more on this topic, please see our Insider Trading Policy.
Financial Integrity
We present an accurate and transparent view of our company’s finances. Complete and timely records demonstrate our integrity, and our integrity is critical to maintaining the trust of our clients, vendors and other stakeholders. Therefore, we are careful and honest when recording or handling our business and financial records.
Maintaining accurate financial records is also essential to meeting our obligations as a company. We are committed to recording our financial transactions honestly and according to generally accepted accounting principles. We are also committed to managing our business records appropriately to meet our legal, tax and regulatory requirements.
We all have a responsibility to maintain accurate records and retain important documents according to our policies. We can never falsify or alter any record, no matter how small. Fraud will not be tolerated. Remember that records include:
•Timesheets
•Expense forms
•Invoices or purchase orders
•Performance evaluations
•Statements of earnings or losses
•Payroll or tax records
•Benefit claims
Accurate Periodic Reports
Broadridge is required to make full and accurate disclosure of information in its periodic reports. This is essential to the success of our business. We exercise a high standard of care in preparing such reports in accordance with the following guidelines:
•All Broadridge accounting records, as well as reports produced from those records, must be in accordance with the laws of each applicable jurisdiction.
•All records must fairly and accurately reflect the transactions or occurrences to which they relate.
•All records must fairly and accurately reflect, in reasonable detail, Broadridge’s assets, liabilities, revenues and expenses.
•Broadridge’s accounting records must not contain any intentionally false or misleading entries.
•No transactions should be intentionally misclassified as to accounts, departments or accounting periods.
•All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
•No information should be concealed from the internal auditors or the independent auditors.
•Compliance with Broadridge’s system of internal accounting controls is required.
Confidential Information
•We not only guard private information about our fellow associates, but we also protect the proprietary information that drives our business – i.e. information that we know about because we work for Broadridge. We do not reveal Broadridge, client or vendor confidential or proprietary information to others.
•We also take appropriate security steps to prevent unauthorized access to such information. Proprietary and/or confidential information includes:
–Business methods
–Pricing and marketing data
–Strategy
–Computer code
–Computer screens
–Paper and online forms
–Experimental research
–Information about or received from our current, former and prospective clients, vendors and associates
–Transactions not publicly disclosed
–Client and vendor files
–Customer lists
•Before disclosing confidential information, we confirm there are legitimate business reasons for doing so, and if sharing with anyone outside of Broadridge, we obtain an approved confidentiality agreement or nondisclosure agreement in advance. We also comply with obligations we have with others under their contracts or nondisclosure agreements.
Data Security
•We are proud of our reputation for information protection and security – data security is fundamental to our success. We can never use or reveal Broadridge, client or vendor confidential or proprietary information to anyone unless they are authorized and need the information to do their jobs. To prevent unauthorized access to sensitive information, we practice good physical, technical and administrative security, protecting documents, limiting access to facilities, systems and data centers and following proper disposal methods.
•Only share confidential information with those who are authorized to know the information, need it to perform their jobs and are obligated to protect it.
•Be vigilant in protecting information about Broadridge, clients, and vendors.
•Immediately report any actual or suspected data security breaches or other security incidents to the Security Incident Response Team.
More information on this topic, including company policies, is available for associates on My Broadridge under Information Security.
Records Management
•Records management is essential to the successful operation of our company, as well as to our ability to meet our legal and regulatory obligations. We properly organize, manage and store our business records, including email, print, text, voice or hand-written documents, as outlined in our Records Management Policy.
•We maintain Broadridge business records for the periods specified in the Broadridge Records Management Policy or the more specific policies of our business unit. We destroy records only at the expiration of the pertinent period. Documents involved in pending or threatened litigation, government inquiry, or under subpoena or other information request, may never be discarded or destroyed, regardless of the periods specified in the Record Retention Policy. We also can never destroy, alter or conceal – with an improper purpose – any record, and we can never impede an official proceeding, either personally or in conjunction with or by attempting to influence another person.
Speaking on Behalf of Broadridge
We protect Broadridge’s reputation and ensure consistent and accurate information by only authorizing certain associates to speak on our behalf. While we may have good intentions or think we are speaking off the record, comments can be easily misunderstood, and we may:
•Misinform customers, investors or the public
•Disclose confidential information or intellectual property
•Damage our credibility
This also applies when we are asked to publish articles, white papers or speak publicly as a representative of Broadridge.
As a publicly traded company, we follow regulatory and legal obligations that govern when and how we share news and events about our company with stakeholders. We can never provide information unless we are authorized to speak on behalf of the company. When we are authorized to speak on behalf of Broadridge, the information we provide is accurate and complete.
Media and other requests should be referred to the appropriate person at Broadridge as provided in the Public Communications and Social Media Policy.
Only the Authorized Officers identified in Broadridge’s Regulation Fair Disclosure Policy or their designees may make any public statements on behalf of Broadridge to investors, securities analysts, ratings agencies, regulatory bodies or other securities market professionals. For more information, please see our Regulation Fair Disclosure Policy.
Dealing with Government Agencies
In every country where Broadridge operates, we conduct our affairs consistent with the applicable laws and regulations. We build and maintain honest and ethical government relationships. If you are uncertain about the proper response to a government inquiry, please contact the Legal Department.
Audits and Investigations
•We cooperate with government investigations and audits. We cooperate and respond in an honest and truthful manner and provide complete and accurate information. We can never conceal, destroy or alter documents, make misleading statements or interfere with a government inspection or investigation. If
you receive a request for information from a regulator or law enforcement, promptly contact the Legal Department.
Government Procurement
•We know and comply with the requirements that relate to the government procurement process and meet all terms and conditions of our government contracts. We understand that interactions with government employees and officials are controlled by very strict regulations – we can never provide gifts, meals, entertainment or anything of value to government officials without consulting in advance with the Legal Department.
Corporate Citizenship and Sustainability
Broadridge has a long history of supporting our communities and strives to be an engaged stakeholder where we work and live. To help improve our communities, the company seeks to make social investments with lasting impact for future generations.
Broadridge, its Foundation and associates all give our time, talent and resources to a number of causes. Broadridge associates globally are making a difference in the lives of others.
Sustainability and Environmental Stewardship
We are committed to conducting our business based on responsible environmental, social and governance (“ESG”) practices. This commitment to ESG is a core value driving our dedication to service, and these principles are the foundation of our sustainability strategy. Please see the Sustainability section of our website for more information on our ESG program and policies.
Human Rights and Supply Chain
Broadridge respects and supports internationally recognized human rights and the importance of maintaining and promoting fundamental human rights in our operations and supply chain. Our policies are guided by the principles found in the U.N. Guiding Principles for Business and Human Rights. We expect our suppliers and business partners to adhere to these principles as well.
Broadridge requires that all of its associates, in all business activities, regardless of location, and all of its vendors:
•Promote a workplace free of discrimination and harassment
•Prohibit child labor, forced labor and human trafficking
•Provide fair and equitable wages, benefits and other conditions of employment
•Recognize associates’ right to freedom of association and collective bargaining
Waivers; Modifications; Compliance
In certain limited circumstances and upon written request to the Director of Compliance, we may find it appropriate to waive a provision of our Code. A waiver of our Code for an executive officer or director may be made only by the Board of Directors or a committee of the Board. Any waiver of our Code will be publicly disclosed when required by applicable rule or law.
We reserve the right to make unilateral changes at any time to our Code or any company policy or procedure. Any material changes to this Code will be approved by the Board of Directors. Any amendment of our Code will be publicly disclosed when required by applicable rule or law.
Corporate Audit will audit compliance with the Code annually.
Closing Thoughts
Protecting Broadridge’s reputation as an ethical company is up to each of us.
When in doubt about taking certain actions, ask yourself:
•Could my actions be considered unethical or violate the Broadridge Code, policies or the law?
•Could my actions have the appearance of impropriety?
•Could my actions be questioned by my supervisors, associates, clients, family or the general public?
•Am I trying to fool anyone, including myself, as to the propriety of my actions?
If you answer “yes,” to any question, stop and discus it with your local management before proceeding. If you are still uncomfortable, seek guidance from one of the Ethics Resources listed below.
Any associate who ignores or violates any of Broadridge's ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, up to and including dismissal. Please refer to Broadridge’s Corrective Action Policy. Certain activities prohibited under the Code are also violations of law, such as antitrust, anti-bribery and anti-money laundering laws, and can also subject you to personal liability and criminal prosecution.
Keep in mind, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for Broadridge to become and remain a World Class Service company.
How do I raise a concern?
•Start with your manager. He or she is in the best position to understand and address your concern.
•If you are still concerned after speaking with your local management or feel uncomfortable speaking with them (for whatever reason), you have other resources available to help you, including the Broadridge Ethics Hotline.
•All reports raising a concern of a violation of this Code or other Broadridge policies and procedures will be promptly investigated. Investigations are managed by the Director of Compliance and will be conducted as confidentially as is practical given the situation and the action taken in response will depend on the facts identified from the investigation. When requested, associates must cooperate with internal investigations and provide truthful information. Associates who have violated Broadridge policies, procedures or the Code will be accountable for their behavior consistent with the Corrective Action Policy, which includes disciplinary action up to termination of employment. Additionally, no Broadridge policy
restricts you from reporting any violation of law to appropriate government or regulatory agencies, or from cooperating with such agencies in connection with an investigation, inspection, or inquiry.
Non-retaliation Policy
Broadridge is committed to fostering a workplace conducive to open communication regarding the company's business practices. As such, Broadridge is committed to protecting from discrimination or retaliation individuals who report activities believed to be illegal, dishonest, unethical, or otherwise improper (in some cases referred to as a “whistleblowers”). Any retaliation – including harassment, demotion, transfer or dismissal – against anyone who speaks up and makes an honest, good-faith report is never tolerated. Threats of retaliation, and even the suspicion of retaliation, must be reported.
Ethics Resources
If you ever have a question or wish to report a concern, you may contact:
Your manager, any member of management, or your HR business partner
Ethics and Compliance:
Mark DiGidio, Associate General Counsel &
Director of Compliance
mark.digidio@broadridge.com
201-714-3095
ExThe Legal Department
2 Gateway Center
Newark, New Jersey 07102
(201) 714-8811
Attention: Laura Matlin, Chief Compliance Officer
Broadridge Chief Legal Officer
Hope Jarkowski, Chief Legal Officer
Hope.Jarkowski@broadridge.com
The Broadridge Ethics Hotline
(201) 714-3500 or (800) 669-0661
Available 24/7
You may contact the Ethics Hotline anonymously, where permitted by local law. The hotline
phone number is administered by a third party.
ethics@broadridge.com
The hotline e-mail is monitored by the Broadridge Director of Compliance.
The Audit Committee of our Board of Directors
Maria Allen, Corporate Secretary
Broadridge Financial Solutions, Inc.
5 Dakota Drive
Lake Success, NY 11042
CorporateSecretary@broadridge.com
Updated as of May 16, 2024