Code of Conduct
IntroductionInsperity's Code of Business Conduct and Ethics (the "Code") is a guide to ethical decision-making. We are committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside the Company. While the standards in the Code are mainly based on laws to which we are all subject, in some cases they go beyond legal obligations. In this respect, the Code reflects the values that define Insperity and the principle that we must strive to avoid any circumstances that may give rise to even an appearance of impropriety. This Code sets out basic principles to guide the Company's directors, officers and employees and to promote.
- Honest and ethical conduct, including the ethical handling of actual and apparent conflicts of interest between personal and professional relationships;
- Full, fair, accurate, timely, and understandable disclosure in the Company's annual and quarterly reports and in other public communications made by the Company;
- Compliance with applicable governmental laws, rules and regulations; and
- The prompt internal reporting to an appropriate person or persons identified in this Code of violations of the Code.
The standards in this Code may be further explained or implemented through policy guidelines or changes to the Employee Handbook. This Code and related guidelines and Employee Handbook provisions are available on Insperity's intranet, as well as in our Corporate Human Resources and Legal Departments.
Each of us is personally responsible for making sure that our business decisions and actions comply at all times with the letter and spirit of this Code. Given the pace of changes in our business, no set of standards should be considered the final word in all circumstances. This Code outlines the broad principles of legal and ethical conduct embraced by Insperity. It is not a complete list of legal or ethical questions an employee might face in the course of business, and therefore, this Code must be applied using common sense and good judgment. When you have doubts about the application of a standard or where we have not addressed a situation that presents an ethical issue, you should seek guidance from your immediate supervisor, your Management Team member or from the General Counsel. In addition, each of us has a duty to report behavior on the part of others that appears to violate this Code or any other compliance policy or procedure of the Company.
All supervisory and management personnel, including all officers and directors of Insperity, have a special responsibility to lead according to the standards in this Code, in both words and action. Our supervisory and management personnel are also expected to adhere to and promote our open door policy. This means that they are available to anyone with ethical concerns, questions or complaints. We also maintain a confidential hot line that you can email those concerns, questions or complaints, the details of which are set out at the end of this Code. All concerns, questions and complaints will be taken seriously and handled promptly, confidentially and professionally. No retaliation will be taken against any employee for raising any concern, question or complaint in good faith.
The following standards of conduct will be enforced at all organizational levels. This Code is applicable to all employees, officers and directors of Insperity. Unless the context otherwise requires, in this Code we refer to such individuals as "employees." Anyone who violates these standards of conduct will be subject to prompt disciplinary action, up to and including termination.
Compliance with Laws, Rules and Regulations
It is Insperity's policy to be a good corporate citizen. Wherever we do business, employees of the Company are required to comply with all applicable laws, rules and regulations. This means following the spirit of the law and doing the right, ethical thing even when the law is not specific. The standards in this Code must of course be interpreted in light of the law and practices of the cities and states where we operate, as well as good common sense. If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. Reasons such as "everyone does it" or "it's not illegal" are unacceptable as excuses for violating our Code.
Conflicts of Interest
A conflict of interest occurs whenever our private interests interfere with the interests of Insperity. In order for Insperity to carry out its business effectively, it must be assured of its employees' loyalty. Employees must therefore refrain from entering into relationships that might impair their judgment as to what is best for Insperity. Even relationships that give the appearance of a conflict of interest should be avoided.
There are many different ways in which conflicts of interest arise. For example, personal financial interests, obligations to another company or governmental entity or the desire to help a relative or friend are all factors that might divide our loyalties. To clarify what we mean, we have set out below examples of the most common types of conflict of interest.
Employees who believe it is not possible to avoid a conflict of interest must bring this to the attention of, and make full written disclosure of the surrounding circumstances to, their immediate supervisor, who should in appropriate circumstances bring it to the attention of the General Counsel. Conflicts of interest involving directors or executive officers must be disclosed to the General Counsel. Conflicts of interest involving the General Counsel must be disclosed to the Chief Executive Officer or the Finance, Risk Management and Audit Committee.
- Outside Employment and Directorships Employees may not work for or receive compensation for services from any competitor, client, or vendor without the approval of the General Counsel. In addition, they may not serve on the board of directors of a for-profit company that is a competitor of or has business dealings with Insperity or of a governmental agency without Company Approval (as defined herein). This prohibition is not applicable to Directors who are not employees of the Company. Even where approval is granted, employees must take appropriate steps to separate Company and non-Company activities. The General Counsel will assist you in determining what steps are appropriate.
- Investments Employees of Insperity may not have financial interests in any competitor, client, or vendor where this would influence, or appear to influence, their actions on behalf of the Company. Notification to the General Counsel is required if an employee and/or an immediate family member owns more than 3% of the stock of a competitor, client or vendor. If there is any doubt about how an investment might be perceived, you should discuss it in advance with your immediate supervisor or the General Counsel.
- Using the Company's Time and Assets for Personal Benefit You may not perform non-Company work for a for-profit company or solicit that work on Insperity's premises or while working on Insperity's time, including any paid leave you are granted by the Company. Also, you are not permitted to make personal use of Insperity assets (including equipment, computers, telephones, materials, resources or proprietary information), which interferes with work duties or violates any company policy.
- Loans to Employees Loans to and guarantees of obligations of employees incurred for personal reasons can also present conflicts of interest. Such loans are prohibited by law in the case of the Company's directors and executive officers.
- Acceptance of Gifts and Entertainment The acceptance of gifts and entertainment by employees or members of their family may present a conflict of interest. While employees are permitted to accept gifts of nominal value, such as unsolicited promotional items, they are prohibited from accepting anything that might reasonably be deemed to affect their judgment or that is accompanied by any express or implied understanding that the recipient is in any way obligated do to something in exchange for the gift. Similarly, employees may accept entertainment, but only insofar as it is reasonable in the context of the business at hand and facilitates the Company's interests. Employees are prohibited from soliciting gifts, gratuities or business courtesies for the benefit of any family member or friend.
- Family Members and Close Personal Relationships Insperity's standards of conduct are not intended to intrude on our personal lives. Situations may arise, however, where our relationships with family members and friends create conflicts of interest. Employees who have family members or friends that work for businesses seeking to provide goods or services to the Company may not use their personal influence to affect negotiations.
- Public Service We encourage our employees to be active in the political and civic life of their communities, including charitable or educational activities. When doing so and making any public communication, you should clarify that your views are yours individually and are not being expressed as an employee of Insperity. Your participation in or service to the community may also at times place you in a situation in which a conflict of interest with Insperity could arise. This could occur, for example, where the community is engaged in a negotiation with the Company for goods or services or with respect to some other matter. The law may require or permit you to abstain from any decision where these circumstances exist, depending on your position within the Company and other factors. Before participating in such a decision, you should seek advice from legal counsel for the community and the General Counsel and should in any event make it clear to the responsible persons that you are an employee of Insperity. If you do abstain, you should make it clear that your action is to avoid a potential conflict of interest or the appearance of one.You may not make any political contribution as a representative of Insperity. You must also avoid lobbying activities or even the appearance of lobbying any governmental body or public official as a representative of Insperity without the express approval of the General Counsel.
Employees may not appropriate to themselves, or to any other person or organization, the benefit of any business venture, opportunity or potential opportunity that they learn about through the use of corporate property, information or position and that is in the Company's line of business without first obtaining Company Approval. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with Insperity directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Securities Laws and Insider Trading
In the course of their duties, employees may be exposed to information about Insperity or other companies that is not available to the general public. Federal law prohibits employees who possess material, non-public information about the Company to trade its stock or other securities. "Material" information is usually defined as any information that might influence a reasonable investor to buy, sell or hold stock. Common examples include financial results, financial forecasts, possible mergers, acquisitions or divestitures, significant product developments and major changes in business direction. Federal law also prohibits employees who possess material, non-public information from using it to tip anyone else who might trade on it.
Violation of the law may result in civil and criminal penalties, including fines or jail sentences. Employees who are uncertain about the legal rules governing purchases and sales of securities they wish to make should review Insperity's "Notice of Insider Trading" and, if questions persist, consult the General Counsel before trading.
Confidential and Proprietary InformationInformation is a valuable corporate asset. All employees have a duty to safeguard confidential and proprietary information about Insperity and information that our vendors, clients and worksite employees have entrusted to us. Generally speaking, confidential and proprietary information is information that has not been disclosed to the general public or that gives our business an advantage over our competitors or could expose us, our clients or worksite employees to harm or liability if disclosed. Common examples include patents, trademarks and trade secrets, as well as financial information, corporate strategy and information about our clients, worksite employees and vendors. Employees who are unsure about whether information should be treated as confidential or proprietary must consult with their immediate supervisor or the General Counsel. The obligation to preserve confidential information continues even after employment ends.
Insperity is committed to dealing fairly and honestly with its clients, vendors, competitors and employees, and each employee should endeavor to deal fairly with each of them. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
- Our Clients Doing business in an honest and fair manner with our clients means that we must earn and retain their business based on the quality of our services and our ability to fulfill our commitments. Employees may not offer clients any cash payments or any benefits or rewards that violate applicable law or our business practices or policies or that have more than nominal value without Company Approval. Reasonable business entertainment is permitted so long as it is not in violation of applicable law and it is reasonable in the context of the business at hand and facilitates the Company's interests.
- Our Vendors Doing business in an honest and fair manner with our vendors means that employees responsible for buying or leasing materials and services on behalf of the Company must do so objectively. We choose to deal with our vendors on the basis of the price, quality and desirability of their goods and services. Employees must not accept or seek out any benefit from a vendor or potential vendor that would even appear to compromise their judgment. In addition, it is against Company policy to require that vendors give up trade with our competitors or purchase our services in order to continue their relationship with us, unless there is a legitimate business purpose for doing so. Failure to adhere to this policy could also constitute a violation of antitrust laws.
- Our Competitors It is Insperity's policy to compete solely on the merits of our services. Accordingly, false or misleading statements or innuendo about our competitors or their services will not be tolerated. All comparisons of our services with those of our competitors must be accurate and factually supported.
- Our Employees Insperity recognizes that its employees are its most valuable resource. The Company values the contributions that each of its employees makes and is committed to treating every employee with respect. This includes preserving the confidentiality of employee records, refraining from unwarranted intrusions into employees' privacy and supporting to the greatest extent possible employees' aspirations in the workplace. However, all employees remain subject to all other Insperity policies and procedures, including but not limited to the "Use of Communications System" policy.
Employees are strictly forbidden from using any illegal or unethical methods to gather competitive information. This includes stealing proprietary information or trade secret information or attempting to induce disclosure of such information by past or present employees of other companies. Anyone with even the slightest concern about the legality of information they possess or the means by which it was gathered should consult with the General Counsel. Employees should treat information about our competitors with sensitivity and discretion.
Federal and state laws govern the ways in which Insperity may compete. The purpose of these laws (sometimes known as "competition" or "antitrust" laws) is to prevent interference with a competitive market system. Under these laws, companies or individuals may not enter into formal or informal agreements with other companies or individuals or engage in certain other activities that unreasonably restrict competition. Illegal practices can include, among others, price fixing, allocating clients or territories or unlawfully abusing a dominant market position.
In contacts with competitors, employees are generally prohibited from discussing competitively sensitive information, such as pricing policies, contract terms, costs, marketing and product plans, market surveys and other proprietary or confidential information. Such discussions or any collaboration with a competitor about competitively sensitive matters can be illegal. While discussions of some sensitive information may, under certain circumstances, be permissible, no such discussions with competitors should take place without prior approval of the General Counsel. Employees are required to report promptly to the General Counsel any instance in which a competitor has raised any of these topics or otherwise suggested collaboration with respect to any of them.
Protection and Proper Use of Company Assets
Insperity's success requires a commitment on the part of all of its employees to the proper allocation and use of its assets, tangible and intangible. Theft, carelessness and waste have a direct impact on Insperity's profitability. For these purposes, the Company's assets include equipment, supplies, real estate, tools, funds, computer systems and equipment, computer software, computer data, vehicles, records or reports, designs, databases, marketing and service information, non-public information, client and worksite employee information, intellectual property or other sensitive information or materials and telephone, voice mail or email communications, as well as Company funds in any form. We have a duty to protect the Company's assets from loss, damage, misuse, theft or sabotage. We must also ensure the efficient use of the Company's assets. The Company's assets are to be used for business purposes only. Management must approve any use of Insperity assets or services that is not solely for the Company's benefit, other than incidental personal use that does not create any additional costs for the Company, interfere with work duties or violate any company policy.
Accurate Books and Records
Federal law requires Insperity to make sure that its books and records accurately and fairly represent transactions and dispositions of our assets in reasonable detail. In all of our operations, it is a violation of company policy, and possibly illegal, for any employee to cause our books and records to be inaccurate in any way. Employees must never create or participate in the creation of records that are misleading or artificial. Employees are expected to cooperate fully with our internal and independent auditors. In particular, all employees must strictly respect the following requirements.
- Access to Company Assets, Transactions on Management's Authorization Access to Company assets is permitted only in accordance with management's general or specific authorization and transactions must be executed only in accordance with management's general or specific authorizations. Transactions involving Insperity must be recorded to permit preparation of our financial statements in conformity with generally accepted accounting principles and related requirements and to maintain accountability for Insperity's assets.
- Accurate Books All Company books and records must be true and complete. False or misleading entries are strictly prohibited, and the Company will not condone any undisclosed liabilities or unrecorded bank accounts or assets established for any purpose.
- Proper Payments No employee may authorize payment of Company funds knowing that any part of the payment will be used for any purpose other than the purpose described in the documents supporting the payment.
- Appropriate Controls Administrative and accounting controls must be maintained to provide reasonable assurance that Insperity is in compliance with the above requirements and that financial and other reports are accurately and reliably prepared, and fully and fairly disclose all required or otherwise material information.
Complete, Fair, Accurate and Timely Disclosure
Insperity is publicly owned and its shares are listed for trading on the New York Stock Exchange. As a result, Insperity is obligated to file reports with and furnish information to the Securities and Exchange Commission and to make various other disclosures to the public. Insperity is committed to the letter and spirit of full compliance with all requirements applicable to its public disclosures. The Company has implemented disclosure controls and procedures to assure that information required to be disclosed in the Company's public filings is recorded, processed, summarized and reported within the time periods required and that its public disclosures are timely, compliant and otherwise full, fair, accurate and understandable.
Employees who have responsibility for, or otherwise participate in, the preparation of periodic reports filed with the Securities and Exchange Commission or other public disclosures should exercise diligence and care to do their part in helping make sure that the reports and other communications contain disclosure that is timely and understandable and is fair, complete and accurate in all material aspects and in compliance with the Company's disclosure controls and procedures. This applies not only to those employees who are regular participants in the process for preparing periodic reports and public communications, but also to those other employees from whom information is sought with respect to particular operations and activities. Even though the determination of what disclosures are necessary to satisfy legal and other requirements may be the responsibility of others, persons providing information in connection with the disclosure process should always do so accurately and candidly.
The principal executive officer and the senior financial officers of the Company are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the Commission. As a result, the principal executive officer and all senior financial officers of the Company are subject to the following specific provisions:
- The principal executive officer and each senior financial officer shall promptly bring to the attention of the Disclosure Committee any material information of which he or she may become aware that could affect the disclosures made by the Company in its public filings or otherwise assist management in fulfilling its responsibilities.
- The principal executive officer and each senior financial officer shall promptly bring to the attention of the Disclosure Committee and the Finance, Risk Management and Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
- The principal executive officer and each senior financial officer shall promptly bring to the attention of the General Counsel, Finance, Risk Management and Audit Committee and Chief Executive Officer (if applicable) any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of this Code or of these additional procedures.
- The principal executive officer and each senior financial officer shall promptly bring to the attention of the General Counsel, Finance, Risk Management and Audit Committee and Chief Executive Officer (if applicable) any material transaction or relationship that arises and of which he or she becomes aware that reasonably could be expected to give rise to an actual or apparent conflict of interest.
Equal Employment Opportunity and Harassment
Insperity provides equal employment opportunities to all employees and applicants without regard to race, color, religion, sex, sexual orientation, national origin, age, disability, military status, marital status or status as a Vietnam-era or special disabled veteran in accordance with applicable federal and state laws. In addition, Insperity complies with applicable state and local laws governing nondiscrimination in employment in every location in which the Company has facilities. This policy applies to all terms and conditions of employment, including, but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer, leaves of absence, compensation and training.
It is the policy of Insperity to maintain a working environment which encourages mutual respect, promotes respectful and congenial relationships between employees and is free from all forms of harassment of any employee or applicant for employment by anyone, including supervisors, co-workers, vendors, or clients. Harassment in any manner or form is expressly prohibited and will not be tolerated by Insperity. Accordingly, Company management is committed to vigorously enforcing this policy against harassment, including but not limited to sexual harassment, at all levels within the Company.
Health and Safety
Insperity strives to provide its employees with a safe and healthy work environment. We are all responsible for helping to achieve this goal by following safety and health rules. Employees must learn the safety procedures applicable to their jobs and abide by them.
Payments to Government Personnel
Practices that are considered acceptable in the commercial business environment, such as providing meals, transportation, entertainment or other things of value, may violate certain local, state or federal laws when we are dealing with governmental agents. Employees must not give anything of value to governmental agents if this could be interpreted as an attempt to obtain favor on behalf of the Company. Consult the General Counsel if there is any uncertainty about permitted interactions with governmental agents.
The Foreign Corrupt Practices Act generally prohibits giving money or anything of value to foreign government officials, foreign political parties or candidates for foreign political office for the purpose of influencing such persons or a foreign government. This includes making any payments through intermediaries, such as sales representatives or consultants. Before making any payment or giving anything of value to a foreign official, employees should consult with the General Counsel. Violations of the FCPA can result in stiff civil and criminal penalties for both the Company and the individuals involved.
Commercial bribery of any nature is a violation of Insperity policy and is illegal under state and federal law. Employees are strictly prohibited from offering any form of bribe, kickback or inducement to any person.
Government InvestigationsInsperity will cooperate fully with any governmental investigation. Any employee who reasonably believes that a government investigation or inquiry may be threatened or under consideration with respect to any of the Company's operations or practices should so notify the General Counsel and provide the basis for such belief. Routine dealings with the government, such as our tax audits and environmental inspections, are not covered by this standard.
Waivers of and Approval Under the Code of Business Conduct and Ethics
Any request for a waiver of any standard in this Code may be granted only by an employee's Management Team member and must be notified in advance to the General Counsel. Only the Board of Directors of the Company or a designated committee of the Board may make waivers involving any of the Company's executive officers or directors, and all waivers granted to executive officers and directors will be disclosed to the Company's shareholders. All personnel should be aware that the Company generally will not grant such waivers and will do so only when good cause is shown for doing so. The Board of Directors shall be provided notice of any waiver granted.
Unless otherwise specified in this Code, "Company Approval" means the approval of an employee's Management Team member or, for officers and directors, the approval of the Finance, Risk Management and Audit Committee of the Board of Directors.
Reporting Illegal or Unethical Behavior
Any suspected or actual violations of this Code, any applicable law, rule or regulation, our contractual undertakings or any other unethical behavior should be reported immediately to your immediate supervisor, appropriate Management Team member, the General Counsel or the Finance, Risk Management and Audit Committee of the Board of Directors.
Insperity will not retaliate against any employee for reporting suspected violations of laws, regulations or company policies. This means that Insperity will not terminate, demote, transfer to an undesirable assignment, or otherwise discriminate against an employee for calling attention to suspected illegal or unethical acts. This protection extends to anyone giving information in relation to an investigation. However, Insperity reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to the Company or has acted improperly.
How to Contact the Finance, Risk Management and Audit Committee
The Finance, Risk Management and Audit Committee of the Board of Directors has created a process for employees to use to transmit complaints to the committee about accounting, internal controls or auditing matters. This includes the confidential or anonymous submission of concerns regarding questionable accounting and auditing matters. If you wish to raise a question or concern or report a violation to the Finance, Risk Management and Audit Committee, you should go to www.ethicspoint.com or call the Ethicspoint toll-free hotline at 1-866-384-4277.
Audits; Investigations; Disciplinary Action
Insperity will conduct periodic audits of compliance with this Code. Allegations of potential wrongdoing will be investigated by the proper corporate official and, upon the advice of the General Counsel, will be reported to the Board of Directors (or the Finance, Risk Management and Audit Committee) and to the relevant authorities. All employees are required to cooperate fully with any internal or external investigation. Employees must also maintain the confidentiality of any investigation and related documentation, unless specifically authorized by the General Counsel to disclose such information.
Appropriate disciplinary penalties for violations of this Code may include counseling, reprimand, warning, suspension with or without pay, demotion, salary reduction, termination and restitution. Disciplinary action may also extend to a violator's supervisor insofar as the Company determines that the violation involved the participation of the supervisor or reflected the supervisor's lack of diligence in causing compliance with this Code. Any person who takes any action whatsoever in retaliation against any employee who has in good faith raised any question or concern about compliance with this Code will be subject to serious sanctions, which may include termination.
Employees are reminded that the Company's document retention policies strictly prohibit the destruction or alteration of documentation undertaken with the intent to obstruct any pending or threatened investigation or proceeding of any nature or in contemplation of a proceeding.
Where to Turn for AdviceEmployees who have questions about this Code of Business Conduct and Ethics should turn to their immediate supervisors in the first instance and then to their Management Team member. Insperity's open door policy gives employees the freedom to approach any member of management with ethical questions or concerns without fear of retaliation. The Company has also established a hot line, which can be accessed by email (www.ethicspoint.com). Employees who use the hot line are guaranteed confidential treatment. All employee communications made in good faith will be treated promptly and professionally and without the risk of retaliation or retribution.