PACTERA TECHNOLOGY INTERNATIONAL LTD.
CODE OF BUSINESS CONDUCT AND ETHICS
Pactera Technology International Ltd. (the “Company”) is committed to conduct its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics. This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, the Company adheres to these higher standards.
This Code is designed to deter wrongdoing and to promote:
(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company will furnish to holders of the Notes (as defined below) and in public communications made by the Company;
(iii) compliance with applicable governmental laws, rules and regulations;
(iv) prompt internal reporting of violations of the Code; and
(v) accountability for adherence to the Code.
This Code applies to all of the directors, officers, employees and advisors of the Company or any of its subsidiaries or consolidated entities, whether they work for the Company on a full-time, part-time, consultative, or temporary basis (each an “employee” and collectively, the “employees”).
The Board of Directors of the Company (the “Board”) has appointed the head of the legal department of the Company as the compliance officer for the Company (the “Compliance Officer”). Any questions regarding the Code or any report of and violation of the Code shall be directed to the Compliance Officer. Any questions or violations of the Code involving an executive officer, which includes the Chief Executive Officer, Chief Financial Officer, Vice Presidents, Financial Controller and any other persons who perform similar functions for the Company (each, an “executive officer”), shall be directed or reported to any of the directors on the Board or the members of the appropriate committee of the Board, and any such questions or violations will be reviewed directly by the Board or the appropriate committee of the Board.
This Code was adopted by the Board and became effective on August 25, 2014.
- Conflicts of Interest
A. Identifying Conflicts of Interest
A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively. In general, the following should be considered conflicts of interest:
1. Competing Business. No employee may be concurrently employed by a business that competes with the Company or deprives it of any business.
2. Corporate Opportunity. No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company. If you discover a business opportunity that is in the Company’s line of business, through the use of the Company’s property, information or position, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.
3. Financial Interests.
(i) No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business entity if such financial interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employee’s working hours at the Company;
(ii) no employee may hold any ownership interest in a privately-held company that is in competition with the Company;
(iii) an employee may hold up to but no more than 1.0% ownership interest in a publicly traded company that is in competition with the Company;
(iv) no employee may hold any ownership interest in a company that has a material business relationship with the Company;
(v) no employee shall, without the prior report to the Compliance Officer and prior written consent of the Company, have any ownership interest in, or hold a position as an officer, director, employee or consultant of, any company that has a business relationship with the Company; and
(vi) an employee shall report to the Compliance Officer before any company in which such employee has any ownership interest or holds a position as an officer, director, employee or consultant enters into a business relationship with the Company.
If an employee’s ownership interest in a business entity described in clause (iii) above increases to more than 1.0%, the employee must immediately report such ownership to the Compliance Officer.
4. Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arm’s-length transactions with recognized banks or other financial institutions.
5. Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether for-profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether service in such position is still appropriate.
It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples. If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions:
• Is it legal?
• Is it honest and fair?
• Is it in the best interests of the Company?
B. Disclosure of Conflicts of Interest
The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board.
C. Family Members and Work
The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.
Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of your family” include your spouse or life-partners, brothers, sisters and parents, in-laws and children, whether such relationships are by blood or adoption.
- Gifts and Entertainment
The giving and receiving of gifts is common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and fair business decisions.
It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision. All gifts and entertainment expenses made on behalf of the Company must be in compliance with the Business Entertainment Expenses Standard Policy of the Company and must be approved in accordance with such policy (if required thereunder).
Employees may only accept appropriate gifts. We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over RMB200 must be submitted immediately to the administration department of the Company.
The Company’s business conduct is founded on the principle of “fair transaction.” Therefore, no employee may give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits.
B. Compliance with United States Foreign Corrupt Practices Act and Other Applicable Anti-bribery and Anti-corruption Laws
The United States Foreign Corrupt Practices Act (the “FCPA”), the United Kingdom Bribery Act and certain other anti-bribery and anti-corruption laws of China and other jurisdictions applicable to the Company (collectively, the “Compliance Regulations”) prohibits giving anything of value or making any illegal payments, directly or indirectly, to officials of any government or any political candidates in order to obtain or retain business. The Company has adopted an Anti-Corruption Program by which its employees must abide. A violation of the Compliance Regulations not only violates the Company’s Anti-Corruption Program but is also a civil or criminal offense under the Compliance Regulations which the Company is subject to after the Code becomes effective.
C. Political Contributions
Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contribution activities include:
(i) any contributions of Company funds or other assets for political purposes;
(ii) encouraging individual employees to make any such contribution; and
(iii) reimbursing an employee for any political contribution.
- Fair Dealing
The Company strives to compete and to succeed through superior performance and products and without the use of unethical or illegal practices. Accordingly, the Company’s employees should respect the rights of, and should deal fairly with, the Company’s customers, suppliers, competitors and employees and should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or any material misrepresentation. For example, an individual should not:
(i) give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits;
(ii) spread rumors about competitors, customers or suppliers that the individual knows to be false;
(iii) intentionally misrepresent the nature of quality of the Company’s products; or
(iv) otherwise seek to advance the Company’s interests by taking unfair advantage of anyone through unfair dealing practices, including engaging in unfair practices through a third party.
- Protection and Use of Company Assets
Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.
To ensure the protection and proper use of the Company’s assets, each employee should:
(i) exercise reasonable care to prevent theft, damage or misuse of Company property;
(ii) promptly report the actual or suspected theft, damage or misuse of Company property;
(iii) safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and
(iv) use Company property only for legitimate business purposes.
- Intellectual Property and Confidentiality
1. All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while working at the Company shall be the property of the Company.
2. The Company maintains a strict confidentiality policy. During an employee’s term of employment, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.
3. In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company.
4. Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or employees.
5. An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.
6. Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.
- Accuracy of Financial Reports
Under the offering memorandum for the 8.0% senior secured notes due 2021 (the “Notes”) offered by BCP (Singapore) VI Cayman Financing Co. Ltd., the Company’s parent company, the Company is required to report its financial results and other material information about its business to the holders of the Notes as long as any of the Notes are outstanding. The Company also needs to report its financial results and other material information about its business to its shareholders as well as other parties as applicable, such as any lending banks. It is the Company’s policy to properly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.
Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:
(i) financial results that seem inconsistent with the performance of the underlying business;
(ii) transactions that do not seem to have an obvious business purpose; and
(iii) requests to circumvent ordinary review and approval procedures.
The Company’s senior financial officers and other employees working in the finance and accounting department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.
Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor:
(iv) to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);
(v) not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;
(vi) not to withdraw an issued report; or
(vii) not to communicate matters to the Company’s audit committee of the Board.
Employees with information relating to questionable accounting or auditing matters may also confidentially, and anonymously if they desire, submit the information in writing to the Company’s audit committee of the Board.
- Company Records
Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the holders of the Notes. The Company’s records are the source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with the Company’s record keeping policy. Contact the Compliance Officer if you have any questions regarding the record keeping policy.
- Compliance with Laws and Regulations; Insider Trading
Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets or foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to your position at the Company. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from the Compliance Officer.
Employees are prohibited from trading securities (including any Notes) while in possession of material nonpublic information, whether of the Company or other companies, and must comply with insider trading and any applicable laws regarding securities transactions and handling of confidential information. Insider trading is both unethical and illegal and will be firmly dealt with by the Company. Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees. Therefore, employees must use discretion when discussing work with friends or family members, as well as with other employees. The Company has adopted a Statement of Policies Governing Price-Sensitive Information and the Prevention of Insider Trading by which its employees must abide.
- Workplace Environment
A. Discrimination and Harassment
The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further information, you should consult the Compliance Officer.
B. Health and Safety
The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.
Each employee is expected to perform his or her duty to the Company in a safe manner, free of the influences of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.
- Violations of the Code; Protection Against Retaliation
All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.
If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work with you to investigate your concern. Any suspected violation of this Code involving an executive officer shall be directed or reported to any of our directors on the Board or to the appropriate committee of the Board. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company’s need to investigate your concern.
It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation. Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.
The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action up to and including termination of employment.
- Procedures for Reporting Concerns About Misconduct; Ombudsman
This section establishes “whistleblower” procedures for employees to report their concerns about serious misconduct occurring at the Company regarding:
(i) questionable accounting, internal accounting controls and auditing practices, including the attempted circumvention or violation of the Company’s material accounting controls or material accounting policies;
(ii) compliance with all material legal or regulatory requirements;
(iii) violations of this Code and any other policies and procedures of the Company; and
(iv) serious violations of the general spirit of integrity of being honest, fair and trustworthy that have not been specifically provided for in this Code or any other policies and procedures of the Company.
The Board has appointed the Compliance Officer as the Ombudsman of the Company (the “Ombudsman”). The Ombudsman is responsible for implementing the procedures in this section and shall receive, review, and determine whether to investigate and act on the concerns reported according to this section. The Ombudsman will function independently of management of the Company, and will not direct or influence policy or administrative decisions of the Company. However, the Ombudsman shall have open access to the members of management of the Company who may have appropriate expertise to assist the Ombudsman in its review and investigation. The Ombudsman shall be free in its discretion to engage outside auditors, counsel, or other experts to assist in the investigation and in the analysis of the results thereof. The Ombudsman shall be guided by the operating principles of independence, confidentiality, neutrality and understanding.
The initial Ombudsman is:
Telephone: +1 (425) 658-0874(International) / +86(10) 5987-5773(China)
Fax: +1 (425) 224-2752(International) / +86(10) 5987-5050(China)
Email: firstname.lastname@example.org / Corporate_Legal@pactera.com
The Company will not tolerate punishment or unfair treatment of any employee who reports concerns in good faith or who participates in an investigation of any such reports. If, after investigation, the reported concerns cannot be confirmed or do not have substance, no action will be taken against the employee if the concern was raised in good faith. As investigations are costly and potentially damaging, if an employee raises a concern that is determined to have been made maliciously or without reasonable basis, the Company may take appropriate action against the employee.
The Company recognizes that some employees may want to raise a concern in confidence under this Code. Confidentiality of the identity of such employee and any confidential information provided thereby will be maintained to the extent possible. However, in some circumstances it may be obvious who has raised the concern or filed a report, or the investigation itself may lead to a point where a statement is required or the individual is called upon to provide evidence. In circumstances where finding the truth is hindered by maintaining complete confidentiality or where it may be required under law or regulation, the Company cannot guarantee the confidentiality of the reporting employee or the relevant confidential information.
The Company encourages employees not to make anonymous reports as it can hinder or complicate investigations and possibly prevent appropriate action from being taken. However, if an employee believes there is no other way to report his or her concern, the employee may do so.
C. Making a Report
The Company recognizes that employees are often the first to notice that there may be something wrong within the Company. Most concerns are of a relatively minor nature and can be, and should be, resolved through normal channels. Employees wishing to raise a specific concern are encouraged to directly and openly discuss their concern first with their direct supervisor, manager or senior executive, as this is the fastest and preferred way to resolve any issues and the best way to ensure a good and open work environment. If a specific procedure is in place locally, employees can also make reports via such procedure. Because the Company recognizes that employees may not express their concerns due to feelings of disloyalty to colleagues, or fear or punishment or unfair treatment, the Company wants to make it clear that employees can raise serious concerns without such fear.
If an employee does not feel comfortable raising concerns with his or her supervisor, manager or senior executive, or via the procedures in place locally or within the business, the employee may go to the local human resources, internal audit or legal departments.
If the employee does not feel comfortable raising concerns using one of the methods described above, or the report has not been dealt with satisfactorily, the reporting employee can raise the issue with the Ombudsman.
If the allegations pertain to the Company’s Ombudsman or the report has not been dealt with satisfactorily by the Ombudsman, the reporting employee may report directly to the Chief Executive Officer of the Company.
If the allegations pertain to the Chief Executive Officer, the reporting employee may report directly to any of the directors of the Board or to the appropriate committee of the Board.
Employees may raise concerns in a face-to-face meeting, or by telephone, letter, fax or email. All reports should provide background and the reason for the concern, together with names, dates, places and as much other information as possible. The Company will arrange for ways to report in an employee’s native language if so desired.
Employees should avoid any form of external communications regarding any reports unless internal investigations have been completed and all internal alternatives have been exhausted.
Employees who make a report will not be expected to prove the truth of their allegations, but they should be able to demonstrate that there are sufficient grounds to have a reasonable belief that something is wrong. Employees are encouraged to raise their concerns at the earliest possible stages so that timely action can be taken.
D. Management Responsibility
Management at all levels must handle all reports seriously, confidentially and promptly. All evidence and documentation should be preserved. The manager or department to which the report was initially made must promptly inform the Ombudsman of the report and management’s recommendation on how to proceed. Unless the report was made anonymously, and unless otherwise inappropriate, the employee making the report will be informed of the status of the report.
- Waivers of the Code
Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board.
This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance Officer. We expect all employees to adhere to these standards. Each employee is separately responsible for his or her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment.
CERTIFICATION OF COMPLIANCE
TO: Compliance Officer
RE: Code of Business Conduct and Ethics of Pactera Technology International Ltd.
I have received, reviewed, and understand the above-referenced Code of Business Conduct and Ethics (the “Code”) and hereby undertake, as a condition to my present and continued employment at or association with Pactera Technology International Ltd. and/or any of its affiliated entities (collectively, the “Company”), to comply fully with the Code. I confirm my understanding that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.
I hereby certify that I have adhered to the Code during the time period that I have been associated with the Company.
I agree to adhere to the Code in the future.