Code of Business Conduct and Ethics
I. Introduction
HireRight Partnership, L.P. and its direct and indirect subsidiaries (collectively, the “Company”) requires the highest standards of professional and ethical conduct from its employees, officers, and directors, as well as contractors while working on the Company’s business (collectively, “Covered Persons”). If you are a Covered Person, this Code of Business Conduct and Ethics (the “Code”) is addressed to you.
Our reputation for honesty and integrity is key to the success of our business. The Company intends that its business practices will comply with the laws of all the jurisdictions in which it operates and that honesty, integrity, and accountability will always characterize the Company’s business activity. No Covered Person may pursue the Company’s business through violations of laws or regulations or unscrupulous dealings.
This Code reflects the Company’s commitment to its values, which promote a culture of honesty, integrity, and accountability, and outlines the basic principles and policies with which all Covered Persons are expected to comply. Therefore, we expect you to read this Code thoroughly and carefully.
In addition to following this Code in all aspects of your business activities, you are expected to seek guidance in resolving any uncertainties regarding compliance issues, whether with the letter or the spirit of the Company’s policies and applicable laws. Cooperation with this Code is essential to the continued success of the Company’s business and the cultivation and maintenance of our reputation as a good corporate citizen. Misconduct is never justified, even where sanctioned or ordered by an officer or other individual in a position of higher management. No individual, regardless of stature or position, can authorize actions that are illegal, or that jeopardize or violate Company standards or our values.
This Code sets forth general principles of conduct and ethics and is intended to work in conjunction with our other specific policies and procedures below (some of which may only apply to some of the Covered Persons):
Anti-Corruption Policy
Gifts, Entertainment, and Other Gratuities to or from Third Parties Policy
Related Party Transaction Policy
You should refer to those policies and procedures for more detail in the specified context. This Code cannot, and is not intended to, address all ethical complexities that may arise during the course of employment or association with the Company. There will be occasions in which circumstances not covered by policy or procedure arise and judgment must be exercised. In such circumstances, the Company encourages common sense decision-making, and consultation with your direct People Leader, a member of the Human Resources Department, or the Law Department.
To report fraud, theft, suspected criminal activities or a material breach of a policy set forth herein, you should use our Ethics and Compliance Hotline, the link to which is available for employees on our intranet site, Compass. If you do not have access to Compass, you can instead report to our Law Department compliance team at compliance@hireright.com. The Ethics and Compliance Hotline is monitored by a member of our Law Department compliance group. You may also report any complaint confidentially, as allowed by law, to your direct People Leader, a member of the Human Resources Department or any member of the Law Department. Likewise, nothing in this Code prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Law Department to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures.
II. Conflicts of Interest
A conflict of interest occurs when your private interest interferes, appears to interfere or is inconsistent in any way with the interests of the Company. For example, conflicts of interest may arise if:
You cause the Company to engage in business transactions with a company that you, your friends or your relatives control without having obtained the appropriate prior approvals required. (See also “Related Party Transactions” below).
You compete with, rather than help, the Company or make a business decision not on the basis of the Company’s interest but rather for your own personal advantage.
You take actions, or have personal or family interests, that may make it difficult to perform your work (or discharge your duties and obligations) effectively.
You, or any of your family members or affiliates, receive improper personal benefits other than gratuities and payments received or provided in compliance with the guidelines set forth in “Business Gifts and Entertainment” below and the Company’s “Anti-Corruption Policy”.
A conflict of interest may not be immediately recognizable, so potential conflicts must be reported immediately to the Chief Financial Officer, member of the Law Department, or your direct People Leader. You may also file a report directly as set forth above. If the concern requires confidentiality, including keeping particular individuals anonymous, then this confidentiality will be protected, except to the extent necessary to conduct an effective investigation or as required by applicable law, regulation, or legal proceedings.
III. Related Party Transactions
The Company has adopted a policy that requires the review and approval of any transaction, arrangement, or relationship with the Company in which any Related Party had, has or will have a direct or indirect material interest. For these purposes, a “Related Party” includes any director (or director nominee) or executive officer of the Company, any principal owner of more than 10% of the voting interest of the Company, any immediate family member of the foregoing and any entity in which any of the foregoing persons is employed or is a partner or principal or in which that person can significantly influence the management or operating policies of the Company. Before entering any such transaction, arrangement, or relationship, the Chief Financial Officer must be notified of the facts and circumstances of the proposed transaction, arrangement, or relationship. If the Chief Financial Officer determines that a transaction, arrangement, or relationship is indeed a related party transaction, then such transaction will be sent to the Company’s Board of Directors or committee with delegated authority for review and approval. Only those transactions that are in, or not inconsistent with, the best interests of the Company as determined by the Board of Directors or committee with delegated authority in good faith shall be approved. For more detail, please see the Company’s Related Party Transactions Policy.
IV. Confidentiality
Covered Persons must protect the confidentiality of information entrusted to them by the Company, or that otherwise comes into their possession, during the course of their employment or while carrying out their duties and responsibilities, except when disclosure is authorized by the Company or legally mandated. The obligation to preserve confidential information continues to apply to Covered Persons even after they leave the Company.
Confidential information encompasses proprietary information of the Company, such as business and marketing plans; information that suppliers and customers have entrusted to the Company; personal information about any individual, including subjects of background reports; and all nonpublic information that may be of use to competitors or may otherwise be harmful to the Company or its key stakeholders, if disclosed. Financial information is of special sensitivity and should under all circumstances be considered confidential, except where its disclosure is approved by an executive officer of the Company or the Board of Directors or when the information has been publicly disseminated.
V. Protection and Proper Use of Company Assets
All Covered Persons should promote and ensure the efficient and responsible use of the Company’s assets and resources. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incidents of fraud or theft should be immediately reported for investigation.
Company assets, such as our proprietary information, funds, materials, supplies, products, equipment, software, facilities, and other assets owned or leased by the Company or that are otherwise in the Company’s possession, may only be used for legitimate business purposes and must never be used for illegal purposes.
VI. Corporate Opportunities
When carrying out their duties and responsibilities, all Covered Persons owe a duty to the Company to advance its legitimate interests. Except as provided in the Company’s governing documents, Covered Persons are prohibited from (i) taking for themselves opportunities that arise through the use of corporate property, information, or position, (ii) using corporate property, information, or position for personal gain and (iii) competing with the Company.
VII. Fair Dealing
Each Covered Person, in carrying out his or her duties and responsibilities, should endeavor to deal fairly with each other and the Company’s customers, suppliers and competitors. The Company abides by all laws and regulations that promote fair and open competition among companies, including the U.S. anti-trust laws, the European Union competition laws, and similar national laws in countries in which we operate.
VIII. Business Gifts and Entertainment; Anti-Corruption Policy
Business gifts and entertainment are often customary courtesies designed to build goodwill among business partners and customers. However, issues may arise when such courtesies compromise, or appear to compromise, the recipient’s ability to make objective and fair business decisions. Offering or receiving any gift, gratuity, or entertainment to obtain an improper advantage, induce the breach, or reward a past breach, of a duty owed to an employer or principal is prohibited. For more detail, please see our policies entitled “How do we prevent corruption?” and “How do we prevent gifts to our Team Members from undermining their responsibilities to us?”
Strict rules apply when the Company does business with governmental agencies and officials, whether in the U.S. or in other countries. We strive to comply fully with applicable anti-corruption laws of the countries in which we do business, and we have adopted policies to ensure such compliance. We also prohibit the use of Company funds or assets, or client funds or assets to make political contributions without first receiving written approval from the Law Department. Further, no Company funds or other assets may be contributed directly or indirectly to any political party or to the campaign for or against any candidate for political office if prohibited by applicable law or to achieve an improper purpose under applicable law. Please see our Anti-Corruption Policy for additional detail.
IX. Compliance with Laws, Rules, and Regulations
Compliance with both the letter and spirit of all laws, rules, and regulations applicable to the Company is critical to our reputation and continued success. All Covered Persons must respect and obey the laws of the jurisdictions in which the Company operates and avoid even the appearance of impropriety. Covered Persons who fail to comply with this Code and applicable laws will be subject to disciplinary measures, up to and including discharge from the Company.
X. Compliance and Contact Details
1. Reporting and Ethics Line
The Company proactively promotes ethical behavior and encourages Covered Persons promptly to report evidence of illegal or unethical behavior, or violations (or possible violations) of this Code by filing a report on the Ethics and Compliance Hotline, the link to which is available for employees on our intranet site, Compass. If you do not have access to Compass, you should email our Law Department compliance team at compliance@hireright.com. The Ethics and Compliance Hotline is monitored by a member of our compliance group who reports violations to the appropriate Company personnel, or the Board of Directors. You may also report any complaint confidentially, as allowed by law, to your direct People Leader or any member of the Law Department.
Once a report is made and received, the Company will investigate promptly and all Covered Persons are expected to cooperate candidly with relevant investigatory procedures. Appropriate remedial action may be taken, based on the outcome of such investigation, including reassignment, demotion, and dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.
The Company has a no-tolerance policy for retaliation against persons who raise good faith compliance, ethics, or related issues. However, it is unacceptable to file a report knowing it to be false.
2. Waiver
Any waiver of this Code for any executive officer or director will be made only by the Board of Directors.