Amended and Restated Code of Ethical Business Conduct
This Code of Ethical Business Conduct (“Code”) is intended as an overview of West’s guiding principles and not as a restatement of West’s policies and procedures.
West’s reputation as an ethical company is essential to our success. Our reputation needs to be managed and developed with the same care we extend to our clients. In carrying out the business of West, we deal with investors, clients, vendors, government officials, community leaders, the press and the general public. It is essential all of our dealings be legal and above reproach, and must not, in any way, compromise West’s interests, its policies or its reputation for the highest standards of business ethics.
We believe West directors, officers and employees should disclose any activity that may have the appearance of being unethical. In so doing, not only can we take appropriate disciplinary or legal action, but we may be able to take steps to prevent the situation that gives rise to the questioned activity.
Merely operating within the law is just the beginning of the ethical conduct we insist upon and expect. The following is a broad statement of West’s expectations regarding legal and ethical conduct. This statement is intended to be interpreted in the spirit of its intent and not literally, as it is virtually impossible to address every situation or condition that may arise.
In the event of any conflict between the Code and the certificate of incorporation or bylaws of the Company, including, without limitation, provisions related to business opportunities presented to members of the Board of Directors, the provisions set forth in the certificate of incorporation or bylaws, as applicable, shall control.
Each director and officer should be aware of the ethical practices of each of the people he or she manages. We must maintain an attitude within West unethical actions or the appearance of unethical actions are not acceptable. This Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must rely on each person’s good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.
Conflict of Interest:
All directors, officers and employees of West are expected to avoid any activity, investment, interest or association which interferes with or is reasonably likely to interfere with the independent exercise of his or her judgment when it is related to West’s interests. Directors, officers and employees of West have a duty of loyalty to West, and must therefore avoid any actual or apparent conflict of interest with West.
It is impossible to cover every possible conflict of interest, and at times it will not be easy to distinguish between proper and improper activity. However, the most common conflicts are:
- Having a financial interest, directly or indirectly, in any supplier, client or competitor of West. All interests of 1% or greater in a supplier, client or competitor should be fully disclosed.
- Engaging in a business transaction on behalf of West with a relative by blood or marriage, or with a firm where such relative is an officer or representative, without prior full disclosure and written clearance.
- Accepting any money, gifts of other than nominal value, unusual hospitality, loans or any other preferential treatment from any supplier, client or competitor of West.
In short, we cannot be influenced by improper personal considerations which might consciously or unconsciously affect our judgment regarding the best interests of West. If a director, officer or employee becomes aware of an actual or apparent conflict of interest, he or she should discuss it with the appropriate manager and disclose it to West’s General Counsel.
No director, officer or employee of West may:
- Take for himself or herself personally any business opportunity discovered through the use of West’s property, information or position;
- Use West’s property, information or position for personal gain; or
- Compete with West.
Employees, officers and directors owe a duty to West to advance its legitimate interests when the opportunity to do so arises.
Information About Competitors:
As a business that competes in the marketplace, we seek economic knowledge about our competitors. However, West officers, directors and employees shall not engage in illegal or improper acts to acquire a competitor’s trade secrets or customer lists. In addition, we will not hire a competitor’s employees for the purpose of obtaining confidential information about the competitor.
All directors, officers and employees should maintain the confidentiality of information entrusted to them by West, its business partners, suppliers, clients or others related to West’s business. Such information must not be disclosed to others, except when disclosure is authorized by West or legally mandated. Confidential information includes all nonpublic information that might be of use to competitors, or harmful to West or its clients if disclosed.
Dealing with Suppliers and Clients:
West’s overall view regarding its relations with suppliers and clients is simple. They must be treated as West expects to be treated – with fairness.
West strives to ensure it does not have or contribute to adverse human rights impacts (including modern slavery or human trafficking) within its business or through its supply chains. There is an ongoing commitment to engage only those suppliers that uphold the same principles as West. In the event suppliers fail to take steps to cease or prevent adverse human rights impacts, West will reconsider its business relationships with those suppliers.
Contributions to Political Parties, Candidates or Government Officials:
West’s policy is precise and specific. Contributions by a corporation to political parties or candidates involving federal offices in the United States are expressly forbidden by Federal law. West obeys the law. In addition, while political contributions to parties or candidates may be legal in some states and in some foreign countries, no West corporate funds may be used for such purposes without the express prior approval of the General Counsel of West. West is an active participant in the democratic process at the national, state and local levels within the parameters of the law. West also encourages all employees to participate in our political system by voting, speaking out on public issues, and becoming active in civic and political activities. It is important, however, that directors, officers and employees clearly distinguish their personal view from those of West, unless specifically authorized by West to speak on West’s behalf.
Payments to Government Personnel:
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.
Accuracy of West’s Records:
All official records showing the conduct of West’s business must be accurate and complete in all material respects. All those involved in the preparation of such materials should consider the accuracy of the records of critical importance, and should understand West does not maintain, nor does it countenance, any off-the-books funds for any purposes. It is the policy of West to fully and fairly disclose the financial condition of West in compliance with applicable accounting principles, laws, rules and regulations. All books and records of West shall be kept in such a way as to fully and fairly reflect all West transactions in accordance with generally accepted accounting principles.
There must be full, fair, accurate, timely and understandable disclosure in reports and documents filed with governmental agencies and in other public communications made by West, as well as in documents prepared for our equity and debt holders.
Retention of Records:
Disposal or destruction of West records and files should comply with company policy. In addition, when litigation or a government investigation is pending or imminent, relevant records must not knowingly be destroyed until the matter is closed.
Federal law and the Securities and Exchange Commission’s regulations prohibit the use of “inside” (i.e., material nonpublic) information when trading in West’s securities. The Insider Trading and Securities Fraud Enforcement Act of 1988 imposes significant criminal and civil penalties for insider trading.
Examples of such information include possible acquisitions, mergers, stock splits, dividends, earnings, new contracts, new products or discoveries, major management changes, expansion plans, data which may be proprietary, or data which has not yet been disclosed to the investment public and other important corporate developments. As a result of these regulations, West personnel should follow the West Insider Trading Policy located on West’s intranet.
Dealings with Clients:
West’s business is built upon the principle of effective, courteous management of client contacts. West treats all clients and their consumers with dignity and respect.
West’s employees have been, and will continue to be, the key to our success. West strongly supports and recognizes its responsibility to provide equal employment opportunities to all qualified individuals. West places a high value on diversity. West strongly believes all people are unique and valuable, and should be respected for their individual abilities.
In support of this goal, West has established a company policy regarding discrimination or harassment on the basis of race, gender, age, color, religion, disability status, veteran status, sexual orientation, marital status or ethnic, national or any other characteristic protected by law. This policy applies to all personnel relationships, including but not limited to: promotions, transfers, training, job assignments, job stations, hours of work, rates of pay, working conditions, terminations, and all terms and conditions of employment.
Legal Conduct and Compliance with this Code:
West’s policy is that all of its directors, officers and employees shall conduct business on behalf of West in full compliance with the laws of the many jurisdictions in which West may conduct business. Accordingly, the provisions of the present Code are not intended as a substitute for applicable national laws and regulations and the scope of the Code’s application shall be limited to the extent incompatible with such laws and regulations. Under the laws of certain countries in which the Company has a presence, legal conduct and compliance with this Code may require further adaptations and directors, officers and employees should refer to the appropriate country annex that addresses such matters.
Any director, officer or employee who acquires knowledge of a violation of a law or this Code, or has cause to believe that a law or this Code has been violated, must immediately report this situation to the General Counsel, the Chief Executive Officer, the Chief Financial Officer or outside legal counsel for West. If you wish to remain anonymous, you may report a violation of this Code by calling the Telephone Hotline at 800-480-9503. The Telephone Hotline is answered by an independent company and is available 24 hours a day every day. No director, officer or employee who reports such a situation, in good faith, shall be penalized for his or her reporting of any violation or suspected violation of a law or this Code. To the fullest extent possible, the identity of a person making a report will be kept confidential. If a West person believes he or she is being treated unfairly because of reporting a violation or potential violation, this should be brought to the immediate attention of the General Counsel or a Vice President of Employee Relations of West.
Any employee who ignores or violates any of West’s ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action. However, it is not the threat of discipline that should govern your actions. West expects you to share its belief that a dedicated commitment to ethical behavior is the right thing to do and is good business.
Violations of this Code will result in disciplinary action that may include termination, referral for criminal prosecution and reimbursement to West for any losses or damages resulting from the violation. As with all matters involving investigations of violations and discipline, principles of fairness and dignity will be applied pursuant to the procedures developed and used by West’s Employee Relations Department.
Any waivers of this Code for directors or executive officers must be approved by the Board of Directors of West and must be promptly disclosed (with reasons for the waiver) as required by applicable law and our contractual requirements.
Foreign Hotline Numbers:
United Kingdom: 0-808-189-3366