Global Code of Business Conduct and Ethics

2© 2007 Hay Group. All Rights Reserved

Message from the chairman

Dear Colleagues:

The Hay Group Global Code of Business Conduct and Ethics (the “Code”) is our company’s statement of commitment to the highest standards of integrity and ethical behavior.

Acting with integrity in all we do will serve all stakeholders of the company, including our employees, owners, clients, vendors and communities. The scope of the Code is global. It applies to all Hay Group employees, associates, independent contractors and directors. Although the Code covers many subjects, it is intended to provide general guidance.

Compliance has been a part of Hay Group’s over 65 years of existence.

Compliance is a very important company policy and one that is directly related to our future success. By establishing a culture of compliance, we may avoid undue risk and potential liability, and maintain and increase the value of the company. Monitoring compliance helps us to improve quality of our service and our relationships with clients and colleagues.

Hay Group is dedicated to not only achieving compliance with the laws affecting our business, but exceeding legal standards.

If you have any questions after reading this Code, you may direct them to the Chief Compliance Officer, the General Counsel of Hay Group.

Chris R. Matthews

Chairman


Introduction

Always act with integrityThis Code of Business Conduct and Ethics (the "Code" or “Code of Conduct”) expresses the commitment of HG (Bermuda) Limited and its worldwide affiliates (collectively, “Hay Group”) to conduct business in accordance with all applicable laws, rules and regulations and the highest ethical standards.

All employees, associates, independent contractors and directors are expected to follow the Code. The Hay Group Whistleblower Policy is part of the Code.

Hay Group also expects our suppliers and vendors to abide by this Code.

This Code is not intended to cover all laws or policies nor every possible ethical issue that you may face. The Code should be read and treated as a supplement to: (i) the Hay Group Code of Ethics for Financial Professionals (September 2006); (ii) local company policies in effect from time to time; and (iii) various applicable professional codes of ethics that have the force of law in particular countries in which Hay Group operates. Each employee should read and become familiar with the Policy Guide, which is not part of the Code. Our managers must be the models of ethical behavior. The Hay Group Whistleblower Policy is part of the Code.

If you have questions about this Code or are unsure whether it applies in a specific situation, please ask your manager or the Chief Compliance Officer.


Compliance with laws, rules, and regulations

It is Hay Group’s policy to comply with all applicable laws, rules and regulations. Each of us must be dedicated to complying fully with the letter and spirit of the laws, rules and regulations that apply to our business. The Policy Guide provides guidance as to certain of the laws, rules and regulations that apply to Hay Group's activities.


Insider trading

Hay Group does not use confidential information for personal gain.

Insider trading is both illegal and against our policy. We do not buy or sell shares or help others to buy or sell shares of companies, based on important secret information before such information is made available to the public. Material inside information may include mergers, acquisitions, financial results, or management changes.

Anyone who is uncertain about the rules involving insider trading must consult with the Chief Compliance Officer before making any purchase or sale of shares or debt.


Insider trading – sample situations


Intellectual property

The single most valuable asset of Hay Group is our brand. We have established the goodwill of the Hay Group brand over our 65 years of acting with integrity as trusted advisors to clients. We protect our copyrights, trademarks and trade secrets zealously.

Hay Group respects the property rights of others, including their copyrights, trademarks, trade secrets, patents and know-how. Our employees understand that unauthorized copying of copyright protected works is not permitted, and may subject Hay Group and the individual employees to legal liability. We recognize that permission is required to use another person’s intellectual property.


Intellectual property – sample situations


Confidentiality and privacy

Hay Group employees often learn confidential, proprietary or private information about the firm, its clients, prospective clients and other third parties. Employees must maintain the confidentiality and privacy of all information so entrusted to them, except when disclosure is authorized or legally mandated.

Confidential or proprietary information includes, among other things, any non-public information concerning the firm, including its businesses, financial performance, results or prospects. It also includes any non-public information provided by a third party with the expectation that the information will be kept confidential and used solely for the business purpose for which it was disclosed. Employees must protect the privacy of other employees and clients.

Hay Group employees understand that we should not expect privacy when using the Hay Group computer systems, telecommunications, Internet access, and other equipment and services on the job. We acknowledge Hay Group reserves the right to inspect its facilities and property. Employees should refer to the policies set forth in the Policy Guide under Confidential or Proprietary Information.


Confidentiality and privacy – sample situations


Personal conflicts of interest

A personal conflict of interest occurs when an individual's private interest interferes with the interests of Hay Group. An employee must never use or attempt to use his or her position at the firm to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, from any person or entity. Hay Group’s interest must come before the personal gain of our employees. We seek to avoid even the appearance of a conflict of interest.

Any employee who is aware of a transaction or relationship that might give rise to a conflict of interest should discuss the matter promptly with the appropriate Human Resources Department or the Chief Compliance Officer.


Personal conflicts of interest – sample situations


Corporate opportunities

Employees owe a duty to Hay Group to advance Hay Group's legitimate business interests when the opportunity to do so arises. Employees are prohibited from taking for themselves or for a third party any business opportunity that arises through the use of corporate property, information or position, unless Hay Group has already been offered the opportunity and rejected it. Employees are prohibited from using Hay Group property, information or position for personal gain or competing with Hay Group for business.

SAMPLE


Integrity and fair dealing

Hay Group acts with integrity at all times by being honest, by following the law, and by treating others fairly and respectfully. Our reputation and success depend on fair dealing. Hay Group does not seek competitive advantage through illegal or unethical business practices, such as antitrust or unfair competition law violations.

Each employee must deal fairly with all of our stakeholders, including Hay Group’s clients, employees, and service providers, as well as our competitors.

We do not offer or give money or gifts to any government official or political party or candidate for an illegal purpose. We do not violate our clients’ policies that do not permit the giving of gifts.

No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

Hay Group recognizes that information about competitors, customers and suppliers is a valuable asset. We obtain such information legally. We do not seek such competitive information from the current or former employees of our competitors.


Integrity and fair dealing – sample situations


Equal employment opportunity and harassment

Hay Group has concern for the personal dignity and individual worth of every employee. Harassment is not tolerated.

Hay Group treats all applicants and employees by their qualifications, achievements and demonstrated skills without regard to age, race, color, gender, religion, disability, national origin, veteran status, marital status or sexual orientation. We afford equal opportunity in regard to each individual's terms and conditions of employment and in regard to any other matter that affects the working environment of the employee. We promote diversity in our employment practices. Please refer to the Policy Guide.

SAMPLE


Protection and proper use of company assets

All employees must protect Hay Group's assets and ensure their efficient use. All Hay Group assets should be used for legitimate business purposes only. Any personal use of Hay Group assets must be incidental and insignificant in cost and time. Hay Group has a records management policy with which all employees must comply. We must preserve, and not change, hide or destroy any records that are subject to an investigation or which may be used in any official proceeding. Please refer to the Policy Guide.

SAMPLE SITUATION


Environment, safety, and health

Hay Group is committed to providing a healthy and safe place to work. We are committed to promoting practices that protect the environment. We believe in being good stewards of the world in which we work and live. We expect our employees to report to work free from the influence of any substance that could impair them from the safe and effective performance of their jobs.

SAMPLE SITUATION


Compliance and reporting

Employees must try to identify and raise potential issues before they lead to problems. Any employee who becomes aware of any existing or potential violation of this Code must promptly notify the Chief Compliance Officer. Employees may report suspected violations of law or this Code anonymously. Hay Group will take appropriate disciplinary or preventive action to address any reported existing or potential violation of this Code. Hay Group will not retaliate against any person who reports suspected violations of law or this Code. It is a violation of this Code to submit a report that is known to be false. Any questions relating to how this Code or the policies in the Policy Guide work should be addressed to the Chief Compliance Officer. Refer to the Policy on Reporting Suspected Violations of Law or Company Policy.

SAMPLE SITUATION


Audit function organizational chart


Violations template

If you are aware of any conduct that may be in violation of the Code, please see the Whistleblower Policy attached below

− We will keep all information as confidential as possible during the course of our investigation

− Retaliation is not tolerated

Reporting Suspected Violations of Law or Company Policy (Whistleblower Policy) Procedure The Company has developed these procedures to fulfill its responsibilities and to ensure that any complaints concerning suspected violations of law or Company policy, including our Code of Conduct, are promptly and effectively addressed. The term “Hay Group” or the “Company” as used in this Policy shall mean HG (Bermuda) Limited and its global subsidiaries and affiliates. Definitions 1. “Accounting Matters” includes, without limitation, (i) fraud, deliberate error or

misrepresentation in the preparation, evaluation, review or audit of any financial statement of the Company, (ii) fraud, deliberate error or misrepresentation in the recording and maintaining of financial records of the Company, (iii) deficiencies in or noncompliance with the Company’s internal accounting controls, (iv) misrepresentations or false statements to or by a senior officer or accountant regarding a matter contained in the Company’s financial records, financial reports or audit reports, (v) deviation from full and fair reporting of the Company’s financial condition.

2. “Complaints” include any adverse information provided to the Company, whether in the

form of a concern, a demand for remedial action, or a report of a suspected violation of any law or Company policy, including but not limited to, Accounting Matters.

3. “Violation” means any act or omission by an employee that is against the law or

Company policy.

Submission of Complaints 1. An employee who has a good faith belief that a violation of law or Company policy may

occur, is occurring or has occurred, has a duty to report it under this Policy, except in those countries whose laws prohibit the placement of such a duty on employees.

2. An employee may submit a Complaint to the General Counsel or through the customary

internal channels, namely, to the persons identified for that purpose in the applicable Company policies, or to the employee’s manager or the country General Manager, except where such individuals are the subject of the Complaint, then to the General Counsel. For clarity, all suspected Violations of U.S. criminal laws must be reported to the General Counsel.

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3. Complaints, including Complaints by non-employees, may be submitted to the General Counsel of Hay Group in any of the following ways:

- Telephone: a U.S. toll-free number (1-800-718-4429) is available at all times

(the “Compliance Hotline”), or directly to the General Counsel at 215-861-2475;

- E-Mail: e-mail Complaints may be forwarded to the General Counsel of Hay

Group ([email protected]); and

- Mail: Complaints may be mailed directly to the General Counsel at the address below or submitted to any Hay Group office in a sealed envelope, which envelope shall be forwarded unopened to the General Counsel, by interoffice mail, regular

mail or other means of delivery, addressed as follows:

Private and Strictly Confidential Attention: General Counsel Hay Group, Inc. 100 Penn Square East Philadelphia, Pennsylvania 19107-3388, USA

Complaints should contain as much specific information as possible. Anonymous Complaints are permitted.

Treatment of Complaints 1. Upon receipt of a Complaint by the General Counsel, the General Counsel will (i)

determine whether the complaint pertains to Accounting Matters, and (ii) when possible, acknowledge receipt of the Complaint to the sender.

2. Assessment, investigation and evaluation of Complaints shall be conducted by, or at the

direction of the General Counsel or the Audit Committee. 3. Complaints relating to Accounting Matters will be reviewed under Audit Committee

direction and oversight by the General Counsel, Internal Audit or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the extent possible, consistent with the need to conduct an adequate review.

4. The General Counsel shall inform the Audit Committee of all Complaints received by

the General Counsel, with an initial assessment concerning each Complaint. The General Counsel shall have the ability to consult with any member of management who is not the subject of the alleged Violation and who may have appropriate expertise or

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knowledge to assist with the investigation.

5. All Complaints and all related data shall be collected and managed in accordance with all applicable data protection and privacy laws.

6. The General Counsel shall report to the Audit Committee periodically about the process

for receiving Complaints, so that the Committee can ensure that the process is satisfactory in its efficiency, accuracy, and timeliness, protection of confidentiality, and effectiveness. Legal or other requirements may not allow for complete anonymity.

7. Prompt and appropriate corrective action will be taken when and as warranted in the

judgment of the Audit Committee. 8. The Company will not discharge, demote, suspend, threaten, harass, retaliate or in any

manner discriminate against any employee based upon any lawful actions taken by such employee with respect to any good faith reporting of Complaints.

9. The Company may take disciplinary action against any employee who violates this

Policy, acts in bad faith or misuses this Policy. Compliance with local laws Where required by the applicable local law: 1. Scope: Complaints from employees shall be limited to Accounting Matters and other

substantial misconduct that affect the vital interests of the Company, and must describe all facts as “alleged.”

2. Notice: The person to whom the Complaint is made shall provide prompt written

notice to the person alleged to have violated this Policy, unless doing so would pose a substantial risk to the evidence gathering process or for other legitimate interests of the Company.

3. Deletion: Complaints determined to be unfounded shall be promptly closed and

related data deleted permanently. Personal data must be deleted two months after the close of a Complaint, unless the investigation remains open or disciplinary action has been taken against an unfounded Complaint.

4. Translation: Translations shall be made of this Policy and related communications to

the employees. 5. Notification: The local data protection authority or other authority shall be notified of

this Policy and the Company shall notify and coordinate with the applicable works council concerning this Policy.

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