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Broadridge Financial Solutions, Inc. and its affiliates (collectively, “Broadridge”) is committed to conducting its business with uncompromising honesty and integrity. Our vendors play an important role in helping to reach our goals of high ethical standards and compliance with laws and regulations. This Vendor Code of Conduct (this “Code”) reflects the minimum standards by which all vendors (each, a “Vendor”) must conduct themselves in connection with providing goods and/or services to Broadridge.
Vendor must explain the principles of this Code to its officers, directors, employees, agents, consultants and subcontractors (collectively, “Vendor Personnel”). Vendor is expected to speak up and report any actions or decisions that contravene the standards set out in this Code, including any wrongdoing, including fraud, waste and abuse, safety concerns and compliance violations, without fear of retaliation. Vendor may report (anonymously if Vendor wishes) to the Ethics Hotline, and direct any questions concerning this Code, as set out at the end of this Code under “Reporting Violations”.
Vendor must conduct its business activities in compliance with laws and regulations, including laws that are applicable to government entities and entities receiving federal funds. Vendor must have policies and procedures in place to prevent, detect and respond to compliance violations, including violations of this Code. Vendor must take appropriate action against any Vendor Personnel who has been found to have violated the law or Vendor’s policies.
Vendor shall comply with all privacy and data protection laws applicable to it. Information relating to Broadridge or its clients or other confidential or proprietary information provided to or accessed by Vendor (“Broadridge Information”) must be treated as confidential and not disclosed to anyone except to the extent Vendor is authorized under its contract with Broadridge to disclose such information to such person. Vendor must have good physical, technical and administrative security, protecting documents and information, limiting access to facilities, systems and datacenters, and following proper disposal methods. Vendor must immediately report any data security breaches involving Broadridge Information to Broadridge.
Vendor’s interactions with Broadridge and all aspects of Vendor’s services to Broadridge must be free from discrimination, libel, slander or harassment. Broadridge does not discriminate based on age, race, sex, sexual orientation, color, creed, religion, national origin, lawful alien status, non-job related physical or mental disability, marital status, veteran's status, gender identity or expression or any other basis prohibited by law, and expects Vendor to comply with all non-discrimination laws applicable to it.
Conflicts of interest between Vendor and Broadridge, or the appearance thereof, should be avoided. When an actual, potential or perceived conflict of interest occurs, that conflict must be disclosed, in writing, by Vendor to a person in authority at Broadridge other than the person who has the relationship with Vendor. If Vendor has concerns about any situation, contact Broadridge as provided in the Section on "Reporting Violations."
Broadridge conducts its business ethically with zero tolerance for corruption or bribery. Broadridge never accepts, requests, or offers anything of value, such as cash, gifts, discounts or contributions, to obtain or retain business, influence a decision or gain an advantage. Vendor must conduct its business consistent with this approach.
Vendor must comply with anti-bribery and anti-corruption laws wherever it does business. Vendor must not accept, request, or offer anything of value to obtain or retain business, influence a decision or gain an advantage for, or in connection with its relationship with, Broadridge.
Vendor must comply 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. Vendor must not participate in any international boycott that is not sanctioned by the U.S. government. Vendor must screen employees and third parties for sanctions. Vendor must have procedures to prevent money laundering, including vigilantly monitoring financial transactions, carrying out due diligence to know its customers, looking for suspicious transactions, screening third parties and only doing business with reputable individuals and legitimate companies.
Broadridge discourages Vendor from providing gifts, meals, entertainment or other business courtesies to Broadridge associates. Exchanging gifts can create conflicts of interest. Other than modest gifts exchanged in the normal course of business – including travel or entertainment – Broadridge does not give gifts or receive gifts from Broadridge's vendors. This restriction applies to family members as well. If a gift is substantial, prior approval from Broadridge’s senior management, who does not have the business relationship with Vendor, is required. Under no circumstances will Vendor offer cash as a gift or other payment to a Broadridge employee.
Vendor must not make any contributions to political candidates on Broadridge’s behalf.
Broadridge will investigate allegations of Vendor FWA, as applicable to Vendor’s relationship with Broadridge, and, where appropriate, take corrective action. The federal False Claims Act and similar state laws make it a crime to present a false claim to the government for payment. These laws also protect “whistleblowers” – people who report non-compliance or fraud, or who assist in investigations – from retaliation. This Code prohibits retaliation of any kind against individuals exercising their rights under the federal False Claims Act or similar state laws.
Mistakes should never be covered up and should be immediately and fully disclosed to Broadridge and corrected. Falsification of any Broadridge, client or third-party record is prohibited. The act of deception intended to result in financial or personal gain or a benefit for Vendor is fraud and must be immediately reported to Broadridge, prevented and stopped.
It is usually illegal to buy or sell securities using material information not available to the public. Persons who give such undisclosed "inside" information to others may be as liable as persons who trade securities while possessing such information. Securities laws may be violated if any Vendor Personnel, or any relatives or friends thereof, trade in securities of Broadridge, or any of its clients or vendors, while possessing "inside" information. If Vendor is aware of material, non-public information relating to Broadridge or its business, then Vendor and Vendor Personnel are prohibited from buying or selling Broadridge securities, or engaging in any other action to take advantage of that information, including passing that information on to others.
Broadridge expects Vendor to support sound environmental management principles and reduce Vendor’s impact on the environment within which Vendor operates. Vendor must comply with all laws relating to the protection of the environment which relate to Vendor’s business. Vendor must also have a written sustainability/environmental policy appropriate to the size and nature of Vendor’s operations.
Broadridge expects vendors to respect the human rights of their personnel and to comply with all relevant laws relating to human rights. Vendor must not be involved in any form of human trafficking and must prohibit the use of all types of forced labor and slavery.
Vendors must not employ anyone against their will or force them to work involuntarily. Employees must be free to leave employment following reasonable notice. Employees are only required to hand over government issued identification, passports or work permits for identity and right-to-work verification purposes and not for purposes of prohibiting the employees from leaving employment. Vendors must allow workers to openly communicate with management regarding working conditions without fear of reprisals of any type. Employees must have the right to associate freely and seek representation. Vendors must adhere to all applicable federal, state and/or international minimum labor standards and fair employment practices, including but not limited to practices related to hiring, termination, equal pay, discrimination, harassment, retaliation and worker safety.
Vendor must ensure that Vendor Personnel adhere to the principles under this Code and that Vendor itself has a code of conduct with its vendors materially consistent with this Code.
BR retains the right to audit Vendor to ensure compliance with this Code. A material violation of this Code will be deemed a material violation of Vendor’s contract with Broadridge and may result in termination of such contract.
Options to report violations include the following:
Broadridge Ethics Hotline at (201) 714-3500 or (800) 669-0661,
or via email at firstname.lastname@example.org (reporting can be done anonymously)
Write, with relevant information, to
Mark D. DiGidio, Director of Compliance
2 Gateway Center
Newark, NJ 07102
Contact the Legal Department at (201) 714-3095
Mark DiGidio, Director of Compliance
or an attorney designated to handle ethics matters
Contact the Audit Committee of Broadridge’s Board of Directors by:
Writing, with relevant information, to
Broadridge Board Audit Committee
72 Van Reipen Avenue, PMB #340
Jersey City, NJ 07306-2806, or
By leaving a message for a return call at (201) 714-3399, or
by sending an email to Broadridge.Audit.Committee@broadridge.com.
Questions about this Code can be directed to the Legal Department at (201) 714-3095 to Mark DiGidio, Director of Compliance, or to an attorney designated to handle ethics matters.
Updated as of September 21, 2021