IHS Inc.: Business Code of Conduct
IHS Inc.: Business Code of Conduct
IHS Inc.: Business Code of Conduct
Letter
from the
CEO
The IHS Core Values Integrity, Respect, Accountability, Teamwork and Innovation reect our commitment to operate at the highest ethical standards. Our Values, along with our IHS Business Code of Conduct, help us ensure that we operate ethically, act within applicable laws and continue to behave as a responsible corporate citizen in the communities we serve. Responding to our rapidly evolving global footprint, we have revised the IHS Business Code of Conduct. Our Code provides guiding principles on how to appropriately conduct business. It has been revised to help you nd the information you need quickly and easily. All colleagues should review the revised Code and continue to refer to it when doing business on behalf of IHS. I encourage you to discuss any questions or concerns you may have about the Code or a particular activity at IHS with your leader or other IHS representatives listed in this document. If you prefer, you may also make a report to our Code of Conduct Hotline either by telephone or online at www.ihshotline.ethicspoint.com. Our leadership team is committed to fostering an environment that supports open communication and trust. IHS will treat reports of suspected violations condentially. No one reporting a suspected violation in good faith will be subject to retaliation for making such a report. Thank you for your continued dedication to IHS and for your commitment to upholding the standards in our Code. Together, we will be the very best!
Our Values
Teamwork
We promote and support a diverse yet unied team. We work together to meet common goals while striving to achieve excellence in all we do, creating company, team and individual professional success.
Respect
We honor the rights and beliefs of our fellow colleagues, our customers, our shareowners, our partners and our community. We treat everyone with the highest degree of dignity, equality and trust.
Accountability
We identify and accept our individual and team responsibilities. We make clear our commitments and meet them. We take responsibility for our performance in all of our decisions and actions.
Integrity
We employ the highest ethical standards, demonstrating honesty and fairness in every action that we take - recognizing there is no right way to do a wrong thing.
Innovation
We look for opportunities to leverage our skills, technology and each other to deliver new value in new ways. We are creative and entrepreneurial in bringing value to our customers, colleagues, shareholders, partners and community. We anticipate change and welcome the opportunities that arise as a result.
Table of Contents
Introduction.................................... 6
Our Shared Commitment.............................. 7 Our Managers Responsibilities..................... 7
Introduction
We are IHS. As such, each of us makes a valuable contribution to maintaining our Companys
reputation as the leader in insight and information. We further this goal by upholding IHSs values as we interact with our Companys stakeholders. This requires that we act with integrity and accountability towards our fellow colleagues, customers, suppliers, other business partners, governments and communities. Our Code is the cornerstone of our commitment to acting ethically and in compliance with the law. It serves as a guide for ethical decision-making, providing information regarding the most common ethical and legal dilemmas we may face when conducting work on behalf of IHS. Although our Code is comprehensive, it does not cover every situation that may arise. Therefore, it may be necessary to reference individual policies, procedures or guidelines in order to obtain more detailed information.
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REPOrT CONcErNS
Handling of Reports
All reports will be investigated promptly and appropriate action will be taken. These reports will be kept condential to the fullest extent allowed by local law and consistent with the resolution of the issue. If the reported conduct is determined to be a violation of our Code, Company policy or the law, the individuals involved will be subject to disciplinary action, up to and including termination of employment. In addition, misconduct may be reported to the proper authorities, which may lead to civil and/or criminal prosecution. When required by local law, individuals named in a report will be provided an opportunity to access the information reported and make corrections, in the event the information reported is incorrect.
If you need help or would like to voice a concern, your manager is likely the best person to speak to because he or she knows your department and your work situation. However, you are also encouraged to contact any of the following resources when seeking assistance:
A regional Human Resources representative An attorney working in the Legal Department The head of Internal Audit IHSs Chief Compliance Officer The global head of Human Resources IHSs General Counsel IHSs CEO Our Business Code of Conduct Hotline Our Business Code of Conduct Hotline is a third-party telephone and internet-based service that is available 24 hours per day, seven days per week. When local law allows, calls to the Business Code of Conduct Hotline may be placed anonymously. Please see our Business Code of Conduct Hotline Policy our or Hotline providers website at www.ihshotline.ethicspoint.com for additional information about submitting a report.
Non-Retaliation
Our Company does not permit acts of retaliation against those who make a report in good faith. Making a report in good faith means that you provide all of the information you have regarding the issue and believe the report to be true. In addition, you will not face retaliation for participating in an investigation of a report.
CO-WOrKErS
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Employee Information
During the course of our employment, we have entrusted IHS with our personal information. We each have a duty to protect this information by following all applicable data privacy laws and procedures that are in place in the locations where we do business. This means we may not access another colleagues personal information without specic authorization and a legitimate business-related need. In addition, we may not share this information with anyone, either inside or outside our Company, who does not have a business need to know it. At all times, we must properly protect all such data in our possession . Many countries have their own legal requirements governing the use of personal information. See our Personal Information Privacy Policy for more information. If you have additional questions or concerns, contact our Corporate Compliance Department or anyone else listed in Where to Seek Help and Report Concerns.
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SHArEHOLDErS
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Outside Positions
Conicts of interest also commonly arise when we accept outside employment. Under no circumstance may we may take an outside position with a company that is an IHS customer, supplier or competitor. In addition, we may not accept outside employment or engage in any outside business activities if doing so could compete with IHSs business or interfere with our ability to perform our work for IHS. Please note that an actual or apparent conict of interest may arise when we are involved in a business transaction where the company we are negotiating with or directing business to employs an individual with whom we have a personal relationship. In this case, you must work with your manager and our Corporate Compliance Department to address the situation.
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Advantageous Opportunities
We may not accept or pursue business or personal opportunities that arise by way of our position at IHS or through the use of IHS property or information. This includes: Business or investment opportunities, unless and until our Company has had an opportunity to evaluate them and has chosen not to pursue them. Opportunities to purchase for personal use goods or services offered by our Companys suppliers on terms other than those available to the general public or established by Company policy. In addition, we may not have a personal interest in a transaction involving IHS, or an IHS customer or supplier. Finally, at no time may we compete in any line of business of IHS, regardless of the manner in which the opportunity to do so arises.
Employment of Relatives
In order to avoid a conict of interest, including the appearance of favoritism, we may not work directly for, work in the same chain of command as, supervise or make employment decisions about an immediate family member. In addition, we may not hold a position where we have access to condential information regarding an immediate family member, such as payroll records or personnel information. Conict of interest situations may not always be obvious or easy to resolve. You should report situations that involve actual or potential conicts of interest to your manager, our Corporate Compliance Department or anyone else listed in Where to Seek Help and Report Concerns. For additional information, see our Conicts of Interest Policy.
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Company Assets
By working for IHS, we have made a commitment to each other, our Company and our shareholders to use our Companys assets appropriately. We are each responsible for taking care when using IHS property, making sure our use promotes a legitimate business purpose. At all times, we are obligated to protect IHS property from theft, damage, loss and misuse. Any actual or suspected theft, damage, loss or misuse should be immediately reported to anyone listed in Where to Seek Help and Report Concerns.
Information
Condential and Proprietary Information IHSs condential and proprietary information is one of our Companys most valuable assets. Protecting this information plays a vital role in our continued growth and ability to compete. The denition of condential and proprietary information includes all non-public information that might be useful to competitors or that could be harmful to our Company, its customers, or its suppliers if disclosed. Some common examples are as follows: Trade secrets Business research New product plans, objectives and strategies, records and databases Personnel information, such as salary and benefits data and medical information Customer, colleague and supplier lists Unpublished financial or pricing information All IHS condential and proprietary information must be held in strict condence, except when disclosure is authorized by our Company or required by law. This means that we may never reveal this information to outside parties or to fellow colleagues that do not have a business need to know it. When it is necessary to disclose IHS condential or proprietary information to third parties for proper business purposes, a condentiality agreement in a form approved by our Legal Department must be signed before the information is disclosed.
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Intellectual Property We are also obligated to safeguard our Companys proprietary intellectual property, even if public, which includes our trademarks, patents, copyrights and inventions. Please note that IHS owns the copyright in works and the patent rights in innovations that we develop during the course of our employment. Our obligation to protect this information continues even after our employment ends. At that time, we must return all condential and proprietary information in our possession. For additional information about protecting intellectual property, see our Intellectual Property Policy and our Employee Condentiality and Innovations Agreement. Third-Party Information Just as we must act to protect the condential and proprietary information that belongs to IHS, we must also protect any such property belonging to others. Each of us must take care to avoid infringement of non-IHS intellectual property by avoiding any unauthorized use of a protected invention, identier (such as a name or logo) or work (such as a photograph, printed materials or software). You may never knowingly make use of that information without obtaining prior permission from its owner. If you have any questions, contact our Legal Department or anyone else listed in Where to Seek Help and Report Concerns.
Accurate Records
We must each do our part to make certain that the nancial documents our Company discloses to the public are full, fair, accurate, timely and understandable. We can assist in this process by making sure that the data or information that we submit in Company recordsincluding personnel, time and expense recordsis accurate and complete. Those of us whose job duties involve recording this data must make sure we do so in compliance with our Companys system of internal controls and all applicable accounting requirements. In addition, we may only engage in legitimate and authorized business transactions. To do so, we must make sure we: Make accurate representations on behalf of our Company, whether verbally or in writing Characterize Company transactions appropriately Never hide Company funds or create undisclosed or unrecorded fund accounts If you have accounting, recordkeeping or auditing concerns, you are encouraged to contact our Chief Accounting Ofcer or anyone listed in Where to Seek Help and Report Concerns. Please keep in mind that you will be protected from retaliation as a result of making a good faith report. For additional information, please see our Disclosure Policy.
Reputation
In order to ensure that our communications with the media, investors and investment analysts is complete, comprehensive and accurate, only designated Company spokespersons may make statements to these groups on our Companys behalf. If a media representative, investor, or analyst contacts you about an IHS matter, do not comment. Instead, refer the caller to our Investor Relations Department or an authorized spokesperson. For additional information, please see our Disclosure Policy.
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Records Retention
Properly maintaining and destroying records is an important aspect of keeping accurate business records. We must retain all IHS records in conformity with the guidelines set forth by our Company, as well as local laws. These guidelines and laws dictate the length of time to keep business records, as well as the way in which they are to be destroyed. If you are notified by our Legal Department that the records you possess are relevant to an anticipated or pending litigation, investigation or audit, follow the guidelines set forth in that notication. Do not destroy documents in anticipation of such a notication, and do not alter, conceal or destroy any covered document unless our Legal Department instructs that you may do so. Further, if you receive a subpoena or request for information from a third party, submit the document to our Legal Department immediately, before taking or promising any action.
Insider Trading
While working on behalf of IHS, we may become aware of material non-public information about our Company or other companies. Material non-public information (also known as inside information) is information about a company that is not known to the general public which could inuence a typical investors decision to buy, sell or hold that companys securities. In general, we should always assume that the non-public information we have knowledge about through our employment is material. This information should be considered nonpublic until it has been effectively disclosed to the public and a reasonable waiting period has passed in order to allow it to be absorbed by the marketplace. Additionally, we may never share inside information with anyone outside our Company or use this information for our own benet. Even within the Company, we must not share inside information with anyone who does not have a need to know it. In particular, we may not use inside information to trade in securities, or provide a related tip to a family member, friend or any other person. This action is contrary IHS policy and may also be a violation of securities laws. For more information about insider trading, please see our Insider Trading Policy. Prior to engaging in any securities transaction, make sure to consult all related policies issued by IHS and, if necessary, contact our Legal Department with any questions you may have.
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CUSTOMErS
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Competition
In order to compete fairly, we must also follow the antitrust and competition laws in place in the countries where we do business. These laws are designed to preserve a level playing eld for businesses by prohibiting certain formal and informal agreements and practices that restrain trade. To comply with these laws, we may not engage in discussions with competitors that may restrain trade, such as price xing, bid rigging, or dividing or allocating markets, territories or clients. Antitrust and competition laws also prohibit entering into certain formal or informal agreements with suppliers, distributors or customers that may restrict competition. These agreements often involve tying products, xing resale prices or refusing to sell to particular clients or buy from particular suppliers. Exercise particular caution when discussing any of these topics,
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GLOBAL COMMUNITY
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Anti-Boycott
Due to our global operations, we must be alert for illegal boycott requests. A boycott is a term used to describe situations where one person, group or country refuses to do business with certain persons, groups or countries as a means of protest. As a U.S. public company, we may not participate in or promote foreign boycotts that the United States does not support, such as the Arab League Boycott of Israel. This means that we may not agree to a contract, document or verbal request containing language that could be interpreted as an attempt to enforce an unsanctioned boycott. In addition, we may not refuse to consider a business opportunity with a boycotted country based upon boycott reasons alone. Requests for boycott cooperation may be difcult to identify, but they commonly appear in contracts, letters of credit or bid or proposal materials. It is important to note that anti-boycott provisions apply to both interstate and foreign commerce activities, as well as to transactions that occur entirely outside of the United States.
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If you receive a request to participate in any way in a boycott that is not required by the United States, immediately report it to our Corporate Compliance Department or our Legal Department, even if you refuse to participate or do not respond. If you have any questions about boycotts, please contact our Corporate Compliance Department, our Legal Department or reference our Import and Export Policy for more information.
Environment
As a multinational Company, we have a responsibility to one another and our local communities, as well as our global community, to protect the environment. This means that we should act in a manner that has the least negative impact on the environment surrounding us and the resources we use, including the land, air and water we share, and the ofces and communities in which we operate. In particular, we should strive to have a positive benet on our environment by following appropriate restorative and sustainable measures. In addition, we should work to meet or exceed the requirements set forth by the environmental laws, rules and regulations that apply to our business. This means we should strive to perform our job duties in a resource efcient and responsible manner, report potential environmental issues and seek advice regarding how to comply with environmental laws and regulations whenever necessary.
Corporate Sustainability
As IHS continues to focus on driving long-term, sustainable and protable growth, the environments and communities in which we live and operate must also be successful. To help ensure this success, we must conduct our business with corporate sustainability efforts in mind. IHS Corporate Sustainability is built upon three pillars: Philanthropy, Community, and Environment.
Philanthropy
IHS is committed to its colleagues, customers, communities and future generations. As such, our Company encourages each of us to engage in community outreach activities. One way we may wish to accomplish this is by giving our personal time and funds to support the charitable and political causes of our choice. Although this activity is permissible, we cannot use Company resources or the IHS name when making contributions to or involving ourselves in charitable, philanthropic or political activities without rst ensuring that our actions adhere to our Corporate Philanthropy Policy. If you have any questions, please contact our Corporate Communications Department.
Community
IHS is committed to our colleagues, customers, communities and future generations, and we encourage colleagues to engage in community outreach activities. We believe in giving back to the communities where our colleagues work and live through volunteer efforts and team-driven community improvement initiatives. As with Philanthropy, we cannot use Company resources or the IHS name when participating in charitable, philanthropic or political activities without rst ensuring that our actions adhere to our Corporate Philanthropy Policy.
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Waivers
Amendements
Any waivers of the provisions in this Code for executive ofcers or directors may only be granted by the Board of Directors or a Committee thereof and will be promptly disclosed to our Companys shareholders. Any waivers of this Code for other colleagues may only be granted by our Legal Department. Amendments to this Code must be approved by the Board of Directors or a Committee thereof and will be promptly disclosed to our Companys shareholders when doing so is required by law or regulation.
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