Code of Conduct
Insperity’s Code of Business Conduct and Ethics (the “Code”) is a guide to ethical decision-making. We are committed to honesty and integrity in all that we do, including how we relate to each other and others outside Insperity. The standards in the Code are based on laws to which we are all subject, as well as the values that define Insperity. This Code sets out basic principles to guide our directors, officers and employees in order 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 Insperity’s annual and quarterly reports and in other public communications made by us;
- Compliance with applicable governmental laws, rules and regulations;
- Prompt internal reporting of violations of the Code to an appropriate person or persons identified in this Code; and
- Accountability for adherence to the Code.
The standards in this Code may be further explained or implemented through policies, guidelines or changes to the Employee Handbook, which are available on our Intranet.
Each of us is personally responsible for making sure that our business decisions and actions comply 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 basic principles of legal and ethical conduct embraced by Insperity. Because it is not possible to include a complete list of legal or ethical questions you might face in the course of business, you must apply this Code using common sense and good judgment. When faced with difficult decisions, it may be helpful to keep these questions in mind:
- Is this the right thing to do even if it is not illegal or specifically addressed in this Code?
- How would I feel if the roles were reversed?
- Would I be uncomfortable with how others might view my actions?
- Would my actions cause embarrassment to Insperity or otherwise hurt its reputation?
When you have questions about the application of this Code to a situation, you should seek guidance from your immediate manager, your Management Team member or the General Counsel. If you are not comfortable approaching any of those individuals, then you should consider using the anonymous reporting tool described below in this Code under “Reporting Illegal or Unethical Behavior.”
In addition, all management personnel, officers and directors of Insperity have a responsibility to lead according to the standards in this Code, in both words and action. They are also expected to promote our open-door policy so that they are available to anyone with ethical concerns, questions or complaints.
This Code applies to all directors, officers and employees of Insperity. As a result, this Code not only sets expectations concerning how you should conduct yourself, it also sets expectations on how each of your colleagues at Insperity should conduct themselves. For this reason, each of us has a duty to report behavior on the part of others that appears to violate this Code or any of our other compliance policies. We will not retaliate against anyone who brings forth a matter in good faith or who participates in an investigation of any matter. We also provide a manner for you to report suspected violations anonymously. The details of this reporting process are set out below in this Code under “Reporting Illegal or Unethical Behavior.”
Compliance with Laws, Rules and Regulations
Insperity’s policy is to be a good corporate citizen. Wherever we do business, each of us is required to comply with 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 your private interests interfere, or might reasonably appear to interfere, with the interests of Insperity. In order for Insperity to carry out its business effectively, it must be assured of your loyalty. You must therefore refrain from entering into relationships that affect or might reasonably appear to affect your ability to make decisions objectively and in the best interest of Insperity. When faced with these situations, you should consider how your actions might be perceived and whether your colleagues or our management would be uncomfortable with that perception.
There are many different ways in which conflicts of interest arise. For example, personal financial interests, obligations to another organization 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 some common examples of conflicts of interest.
If you believe that you cannot avoid a conflict of interest in a given situation or you are reporting a potential conflict of interest of another individual, then you must bring this to the attention of and make full disclosure of the surrounding circumstances to your Management Team member, who must notify and consult with the General Counsel. If you are a director or an officer, then you must disclose the conflict of interest to the General Counsel. If you are the General Counsel, then you must disclose the conflict of interest to the Chief Executive Officer or the Chair of the Finance, Risk Management and Audit Committee of our Board of Directors.
Outside Employment and Directorships
You may not compete with Insperity directly or indirectly. You may not work for or receive compensation for services from any competitor, client, or vendor without the approval of your Management Team member, who must notify and consult with the General Counsel. In addition, without the appropriate level of approval as described under “Waivers and Approval Under the Code,” you may not accept a paid board of directors’ position for any organization, an unpaid board of directors’ position for any organization that is a competitor of or has business dealings with Insperity, or any board of directors’ position with a government agency.
Prior to making a request for approval, seriously consider whether your involvement with the outside business will interfere with your role at Insperity or could adversely affect Insperity’s interests. Even if you are granted approval, you must take appropriate steps to separate Insperity and non-Insperity activities. Your manager, Management Team member, and/or the General Counsel can assist you in determining what steps are appropriate.
This section of the Code does not apply to directors of Insperity who are not also employees (“Outside Directors”). Issues related to outside employment and directorships of Outside Directors are addressed by Insperity’s Board of Directors with reference to Insperity’s Corporate Governance Guidelines, applicable law and other relevant considerations.
You may not have financial interests in any competitor, client, or vendor where this would influence, or reasonably appear to influence, your actions on behalf of Insperity. If there is any doubt about how an investment might be perceived, you should discuss it in advance with your manager, Management Team member or the General Counsel. The General Counsel must be notified if you and/or an immediate family member owns more than 3% of the stock of a competitor, client or vendor.
This section of the Code does not apply to Outside Directors. Issues related to investments of Outside Directors are addressed by Insperity’s Board of Directors with reference to Insperity’s Corporate Governance Guidelines, applicable law and other relevant considerations.
- Using Insperity’s Time and Assets for Personal Benefit
You may not use corporate property, information, or your position for personal gain. While engaging in business on Insperity’s behalf or while you are on Insperity’s premises, you may not perform or solicit non-Insperity work for a for-profit company
- Loans to Employees
Because loans or guarantees can also present conflicts of interest, Insperity will not provide you with a personal loan or guarantee your personal obligations. In addition, with respect to our directors and executive officers, such loans and guarantees by Insperity are prohibited by law.
- Gifts and Entertainment
The acceptance of gifts and entertainment by you or members of your family may present a conflict of interest. While you are permitted to accept unsolicited gifts, such as promotional items, gifts of perishable items (typically given around the holidays), or tickets to sporting events, you are prohibited from accepting anything that might reasonably appear to affect your judgment or that is accompanied by any express or implied understanding that you are in any way obligated to do something in exchange for the gift. Similarly, you may accept entertainment, but only insofar as it is reasonable in the context of the business at hand and facilitates Insperity’s interests. You are prohibited from soliciting gifts, gratuities or business courtesies for the benefit of any family member or friend. You may seek reimbursement for reasonable business expenses incurred in business entertainment pursuant to Insperity’s “Travel and Expense Policy.”
- Family Members and Close Personal Relationships
Insperity’s standards of conduct are not intended to intrude on your personal life. Situations may arise, however, where your relationships with family members and friends create conflicts of interest. A conflict would occur, for example, if you encouraged or directed Insperity to enter into a contract with a vendor or client that was owned or managed by or that employed your family member or close personal friend, unless you followed the procedures to appropriately disclose the potential conflict. You may not use your personal influence to affect negotiations or Insperity decision-making to favor a business that employs your family member or friend.
- Public Service
We encourage you to be active in the political and civic life of your community, 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 by or on behalf of Insperity. Your participation in or service to a community organization 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 organization is engaged in a negotiation with Insperity for goods or services or with respect to some other matter or is a client of Insperity. The law may require or permit you to abstain from any decision where these circumstances exist, depending on your position within Insperity and other factors. Before participating in such a decision, you should seek advice from legal counsel for the community organization and Insperity’s General Counsel. In any event, and even if you abstain from a decision, you should make clear to the responsible persons your role at Insperity.
You may not make any political contribution as a representative of Insperity. You must also avoid lobbying activities directed at any governmental body or public official as a representative of Insperity without the express approval of the General Counsel.
You owe a duty to Insperity to advance its legitimate interests when the opportunity to do so arises. You may not compete with Insperity or otherwise take for yourself, or for any other person or organization, the benefit of any business venture, opportunity or potential opportunity that you learn about through the use of Insperity property, information or position and that is in Insperity’s line of business without first obtaining the appropriate level of approval as described under “Waivers and Approval Under the Code.”
Securities Laws and Insider Trading
In the course of your duties, you may be exposed to information about Insperity or other companies that is not available to the general public. You are prohibited by law from trading in Insperity stock or other securities at any time that you are in possession of material, non-public information about Insperity. In addition, because Insperity is a trusted advisor to many businesses, you may also come into contact with material, non-public information about our clients or their partners. As a result, you would be similarly restricted in trading in any of their securities.
“Material” information is usually defined as any information that might influence a reasonable investor to buy, sell or hold stock. Common examples of such information include financial results, significant changes in prices, significant threatened claims or litigation, financial forecasts, possible mergers, acquisitions or divestitures, significant product developments and major changes in business direction. Federal law also prohibits you from using material, non-public information regarding Insperity or any other company to tip anyone else who might trade on the basis of that information.
Violation of the law may result in civil and criminal penalties, including fines or jail sentences. If you are uncertain about the legal rules governing purchases and sales of securities, please review Insperity’s “Policy on the Prevention of Insider Trading” and, if your questions persist, consult the General Counsel before trading.
Confidential and Proprietary Information
Information is a valuable corporate asset. All of us have a duty to safeguard confidential and proprietary information about Insperity and information that our clients, worksite employees and vendors have entrusted to us. Generally speaking, confidential and proprietary information is information that has not been disclosed to the general public that gives our business an advantage over our competitors or that could expose us, our clients, worksite employees or vendors to harm or liability if disclosed. Common examples include financial information, corporate strategy and other sensitive information about our clients, worksite employees and vendors, as well as trade secrets. More examples can be found in Insperity’s “Confidentiality Policy.” If you are unsure about whether information should be treated as confidential or proprietary, please consult with your manager, Management Team member, or the General Counsel. Your obligation to preserve confidential information continues even after your employment ends. For additional information regarding confidentiality, please refer to the “Confidentiality Policy” and the “Confidentiality of Sensitive Personal Information Policy.”
Insperity is committed to dealing fairly and honestly with its clients, vendors, competitors and employees, and each of us 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. You may not offer clients any cash payments or any benefits or rewards outside the normal course of our business that violate applicable law or have more than nominal value without first obtaining the appropriate level of approval as described under “Waivers and Approval Under the Code.”
- 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 Insperity 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 reasonably appear to affect their judgment or that is intended to result in favored treatment. In addition, it violates Insperity 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
Insperity’s policy is to compete solely on the merits of our services. Accordingly, you should not make false or misleading statements about our competitors or their services. All comparisons of our services with those of our competitors must be accurate and factually supported.
You 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. You 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, you 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. In addition to potentially being harmful to Insperity, 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. You 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 Insperity’s Assets
Insperity’s success requires a commitment on the part of each of us to properly protect, allocate and use the company’s assets. Theft, carelessness and waste have a direct impact on Insperity’s profitability. For these purposes, Insperity’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 information, worksite or corporate employee information, intellectual property or other sensitive information or materials and telephone, voice mail or e-mail communications, as well as Insperity’s funds. We have a duty to protect Insperity’s assets from loss, damage, misuse, theft or sabotage. We must also ensure the efficient use of Insperity’s assets. Insperity’s assets are to be used for conducting Insperity’s business. Any personal use of Insperity assets (such as equipment, computers, cell phones, materials, resources or proprietary information), must comply with 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 violates company policy, and is possibly illegal, for you to cause our books and records to be inaccurate in any way. You must never create or participate in the creation of records that are misleading or artificial or provide false or misleading supporting documentation, including documentation related to business expenses. Insperity will not condone any undisclosed liabilities or unrecorded bank accounts or assets established for any purpose. You are expected to cooperate fully with our internal and independent auditors. In particular, you must strictly respect the following requirements:
- Access to Insperity’s Assets, Transactions on Management’s Authorization
Access to Insperity’s assets is permitted only in accordance with management’s general or specific authorization and transactions (including contracts with clients, vendors and other third parties) 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.
- Proper Payments
You may not seek or authorize payment of Insperity funds knowing that any part of the payment will be used for any purpose other than the
- 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.
Full, Fair, Accurate, and Understandable 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 compliance with all requirements applicable to its public disclosures. We have implemented disclosure controls and procedures designed to ensure that information required to be disclosed in Insperity’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 in all material respects.
Each of us who has responsibility for, or otherwise participates in, the preparation of periodic reports filed with the Securities and Exchange Commission or other public disclosures should exercise diligence and care to do our part in helping make sure that the reports and other communications contain disclosure that is full, fair, accurate, timely and understandable in all material respects and in compliance with Insperity’s disclosure controls and procedures. This standard applies not only to regular participants in the process for preparing periodic reports and public communications, but also to those 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.
Our principal executive officer and senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by Insperity with the Securities and Exchange Commission. As a result, our principal executive officer and all of our senior financial officers are subject to the following specific provisions:
- Our principal executive officer and each senior financial officer shall promptly bring to the attention of Insperity’s Disclosure Committee any material information of which he or she may become aware that could affect the disclosures made by Insperity in its public filings or otherwise assist management in fulfilling its responsibilities.
- Our 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 Insperity’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 Insperity’s financial reporting, disclosures or internal controls.
- Our 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 Insperity and the operation of its business, by Insperity or any agent thereof, or of violation of this Code or of these additional procedures.
- Our principal executive officer and each senior financial officer shall promptly bring to the attention of the General Counsel, the Finance, Risk Management and Audit Committee and the 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 Prohibition against Harassment
Insperity provides equal employment opportunities to all employees and applicants. Moreover, Insperity’s policy is 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, management is committed to vigorously enforcing this policy against harassment, including but not limited to sexual harassment, at all levels within Insperity. For additional information, please refer to the “Equal Employment Opportunity” Policy and the “Anti-Harassment Policy.”
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 dealing with governmental agents. You must not give anything of value to governmental agents if this could be interpreted as an attempt to obtain favor on behalf of Insperity. Consult with the General Counsel if there is any uncertainty about permitted interactions with governmental agents.
The Foreign Corrupt Practices Act (“FCPA”) 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, you should consult with the General Counsel. Violations of the FCPA can result in stiff civil and criminal penalties for both Insperity and the individuals involved.
Commercial bribery of any nature is a violation of Insperity policy and is illegal under state and federal law. Insperity strictly prohibits offering any form of bribe, kickback or illegal inducement to any person.
Insperity will appropriately respond to any governmental investigation. If you reasonably believe that a governmental investigation or inquiry may be threatened or under consideration with respect to any of our operations or practices, then you are encouraged to notify the General Counsel, but are not required to do so. 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
Any request for a waiver of any standard in this Code, including but not limited to the conflicts of interest standards, may be granted only by an employee’s Management Team member, who must notify and consult in advance with the General Counsel. If you are an officer or director, then approval of the Finance, Risk Management and Audit Committee is required. All personnel should be aware that Insperity generally will not grant such waivers and will do so only when good cause is shown. All waivers granted to executive officers and directors will be disclosed to Insperity’s shareholders if required by applicable law. Our Board of Directors shall be provided notice of any waiver granted to Insperity’s executive officers or directors.
Reporting Illegal or Unethical Behavior
You should promptly report any suspected or actual violations of this Code, any applicable law, rule or regulation, our contractual undertakings or any other unethical behavior to your immediate manager, your Management Team member, the General Counsel, the Finance, Risk Management and Audit Committee, or to Ethicspoint. Insperity has entered into an agreement with Ethicspoint so that employees can report any such suspected or actual violations anonymously and confidentially at www.ethicspoint.com or by calling the Ethicspoint toll-free hotline at 1-866-384-4277. If you want to make an anonymous report, you can do so by not identifying yourself. When you file a report via Ethicspoint, a copy of the report is automatically provided to the Chair of the Finance, Risk Management and Audit Committee of our Board of Directors and the Office of the General Counsel. Ethicspoint also allows us to follow-up with any questions via Ethicspoint, allowing you to maintain your anonymity if you choose to do so.
Nothing in this Code or any other Insperity policy restricts you from reporting any suspected violation of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Equal Opportunity Commission, the Department of Justice, the Securities and Exchange Commission, U.S. Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.
Maintaining Confidentiality of Reports and Prohibition against Retaliation
All reports made in good faith will be taken seriously and addressed promptly and professionally. All persons responding to concerns or reports should maintain anonymity and confidentiality to the extent reasonably possible.
Insperity will not retaliate against any employee for asking any questions or reporting suspected violations of laws, regulations or Insperity policies. This means that Insperity will not terminate, demote, transfer to an undesirable assignment, or otherwise discriminate against an employee for calling attention to acts that an employee reasonably suspected were illegal or unethical. 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 us or has acted improperly.
How to Contact the Finance, Risk Management and Audit Committee
The Finance, Risk Management and Audit Committee has created a method for you to transmit complaints, including on a confidential and anonymous basis, to the committee about questionable accounting, internal controls or auditing matters. If you wish to raise a question or concern or report a suspected 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.
Investigations; Disciplinary Action
Allegations of potential wrongdoing will be investigated by the proper corporate official and, upon the advice of the General Counsel, will be reported to our Board of Directors (or the Finance, Risk Management and Audit Committee of our Board of Directors) and if appropriate, to the relevant authorities. Each of us is required to cooperate fully with any internal or external investigation. You must also maintain the confidentiality of any investigation conducted by us.
Anyone who violates these standards of conduct will be subject to prompt disciplinary action, up to and including termination. Appropriate disciplinary action for violations of this Code may include counseling, reprimand, warning, suspension with or without pay, demotion, compensation reduction, termination and restitution. Disciplinary action may also extend to a violator’s manager insofar as Insperity determines that the violation involved the participation of the manager or reflected the manager’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 disciplinary action, which may include termination.
Employees are reminded that Insperity’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 Advice
Employees who have questions about this Code of Business Conduct and Ethics should turn to their immediate managers in the first instance and then to their Management Team member or the General Counsel. Insperity’s open door policy gives employees the freedom to approach any member of management with ethical questions or concerns without fear of retaliation.
Date Last Reviewed: November 1, 2017
Date Last Modified: November 1, 2017