TeleTech Holdings, Inc. - EthicsPoint United... · TeleTech Holdings, Inc. From the Chairman and...

T e l e T e c h H o l d i n g s , I n c .

From the Chairman and Chief Executive Officer

Dear TeleTech Employee: TeleTech’s Code of Conduct sets forth the ethical and legal standards of business conduct that I expect from all of our em ployees, as well as anyone else acting on behalf of the Company. Our Code of Conduct has been reviewed and a pproved by the B oard of Directors, and has my full support. It em phasizes TeleTech’s commitment to its em ployees, clients and their cust omers, b usiness pa rtners, s hareholders, an d t he global communities in which we conduct business. Each of us has an obligation to take ownership in how TeleTech conducts its business. As a m ember of the TeleTech team, you must always con sider how your actions affect t he integrity and credibility of the Com-pany. Eve ry decision and/or act ion you take in connection with our business should evidence good judg-ment, and comply with the legal and ethical standards contained in our Code of Conduct. I expect you to take time to read, become familiar with, and understand how the Code of Conduct applies to your job. If you observe or know of conduct that may violate the principles of our Code of Conduct, it is your duty to report th is conduct as described in the Code of Con duct section entitled “Shared Responsibilities.” If you have any doubt as to the lawfulness or appropriateness of any proposed action, or questions or concerns about the Code of C onduct, you should see k advice from the appropriate compliance contacts or the Corporat e Compliance Officer. TeleTech has always tak en pride in providing a quality cu stomer care experience fo r ou r clien ts and th eir customers. We do so through practicing sound business, ethical, and legal judgments as outlined in this Code of Conduct. I a m confident that with your commitment to these standards we will continue our success into the future. Sincerely,

Ken Tuchman

Chairman and Chief Executive Officer

Code of Conduct

Table of Contents

T e l e T e c h H o l d i n g s , I n c . 2

Our Code of Conduct 3 You Are an Owner 13

What You Need To Do 3 Money 13

Information Security, Classification of

Purpose 4 Company Information, and Using

Code of Conduct Structure 4 TeleTech’s Global Network 13

Core Ethical Values 4 Information Security 13

Policies and Guidelines 5 Classification of Company Information 14

Who Must Follow the TeleTech Code of Conduct 5 Using TeleTech’s Global Network 14

Compliance Plan 6 Business Communications 14

Shared Responsibilities 6 Privacy 14

Compliance Contacts 7 Do-Not-Call Policy 15

Investigations and Discipline 8 Intellectual Property 15

Confidentiality, Retaliation, and False Reports 8 Copyrights, Trademarks, Service Marks 15

External Communications 16

TeleTech Code of Conduct 9 Media Requests 16

Investor Relations 16

How We Treat Each Other 9 Procurement 16

Discrimination & Harassment 9 Insider Information & Securities Trading 16

Health and Safety 9 Company Records and Records Retention 16

Violence in the Workplace 9 Whistle Blower Hotline 17

Drugs and Alcohol 10

Off-Duty Misconduct 10 Hiring Legal Counsel and Protecting the

Inspection of Personal Belongings 10 Attorney-Client Privilege 17

Community Activities 10

Political Activities 10 How U.S. and International Law Affect

Conflicts of Interest 11 Affect Our Business 17

Related Party Transactions 11 Antitrust and Unfair Competition Laws 17

Board Memberships 11 Transacting International Business 18

Employment Outside of TeleTech 11 Foreign Corrupt Practices Act 18

Family Members and Close Personal Relationships 11 Anti-Boycott Laws 18

Consensual Relationships 12 Trade Restrictions/U.S. Embargos 18

Business Gifts and Courtesies 12 Export Regulations 19

Investments and Other Financial Opportunities 12

How We Treat Others 19

How We Treat Clients and Their Customers 12 Protecting the Intellectual Property of Others 19

Confidential Information of Clients 13 Confidential Information—Former Employers

Fraud 13 And Other Third Parties 19

How We Treat Company Assets 13 Acknowledgement Form 20

Our Code of Conduct The Code of Conduct estab lishes th e standards th at ap ply to th e manner in wh ich you ar e to cond uct b usiness as a TeleTech employee, and reinforces TeleTech’s long-standing commitment to integrity and ethics in providing services and products to its customers. WHAT YOU NEED TO DO

1. Read the letter from Ken Tuchman, our CEO and Chairman; 2. Read, become familiar with, and understand how the Code of Conduct applies to your job; 3. Keep as a reference the contact information for the legal/risk management experts who can help you with any questions you may have about the Code of Conduct; and 4. Review and become familiar with the details of the policies, procedures, practices, and guidelines dealing with your work. To do this, you need to go to the Company’s intranet “OneSite” under the “Code of Conduct” tab. If you need a printed version of an y of our policies and guidelines, simply print one from “On eSite,” or con tact the appropriate compliance contact.

New employees will review the Code of Conduct within five (5) business days of th eir employment Employees are required to review the Code of Conduct bi-annually.

Important The Company may revise this Code of Conduct at any time without prior notice. You will be bound by the most current version of the Code of Conduct, which you may review at “OneSite” under the “Code of Conduct” tab. This document does not create a contract, express or implied, between TeleTech and any employee.

3 T e l e T e c h H o l d i n g s , I n c . 3

TeleTech Code of Conduct Responsibility – Opportunity – Integrity

Purpose

The TeleTech Code of Conduct sets for th the ethical and legal principles of business conduct that you are to use as a guide in your decision-making. Each of us has a personal responsibility to uphold the standards of ethics, integrity, and conduct established by the Code of Conduct. Ethical behavior and compliance with the Code of Conduct are conditions of employment.

Code of Conduct Structure

This Code of Conduct is divided into 6 major sections:

1. Core Ethical Values 2. How We Treat Each Other 3. How We Treat Clients and Their Customers 4. How We Treat Company Assets 5. How U.S. and International Law Affect Our Business 6. How We Treat Others

The Code of Conduct drives TeleTech’s business and the policies, guidelines, and other standards that support our core ethical values.

Core Ethical Values

Our Company’s reputation as a good corporate citizen is driven primarily by our commitment to legal and ethical stan-dards and how well we support our core ethical values. TeleTech’s core ethical values are that each of our employees will:

• Conduct business as if you are the owner. • Respect all individuals. • Create a safe and secure workplace.


Code of Conduct

Core Ethical Values

Corporate Policies

Departmental/Business Unit Policies

Employee Handbook – Policies and Guidelines

Methods, Procedures, Daily Administrative Instructions

• Act with honesty, integrity, and fairness. • Abide by all applicable and enforceable laws and regulations. • Maintain a steadfast commitment to equal opportunity. • Be receptive to open, honest communication, and feedback. • Promote effective teamwork and quality of operations. • Promote and keep a work environment that fosters each of our core ethical values.

Living by these values is critical to our success. Although we are in business to make a profit, we will not do so at the sacrifice of our core ethical values.

Policies and Guidelines

In addition to t he Code of Conduct, the Company and, when necessary, individual departments/business units, have developed specific policies and guidelines for particular areas of legal and ethical compliance, and for operational and management practices. Please refe r to these policies and guidelines for more detail. The Code of Conduct and the policies and guidelines may be found on the Company Intranet “OneSite” “Code of Conduct” tab or may be ob-tained from any of the compliance con tacts. You have the resp onsibility to become familiar with al l policies and guidelines dealing with your work. The policies described below are general descriptions of certain policies concern-ing key ris k a reas; they are not exha ustive and not incl usive. T he Com pany doe s not e xpect e very em ployee to memorize all of the Code of Conduct’s pol icies word for word, but we do expect that each employee will bec ome familiar with the core ethical values and policies and guidelines applicable to his or her job. If you have any questions about whether a policy or guideline is applicable to your job, consult the appropriate com-pliance contacts (see page 7). Who Must Follow the TeleTech Code of Conduct All employees must read, follow, and support TeleTech’s Code of Conduct. The Code of Conduct applies to all offi-cers and members of the Board of Directors of TeleTech, as well as TeleTech’s subsidiaries, partnerships, and joint ventures wh ere TeleTech exercises m anagement con trol or h as a m ajority o wnership po sition of m ore th an 50% (collectively referred to as the “Company” or “TeleTech”). The Code of Conduct also applies to others representing the Company such as temporary service workers, agents, consultants, vendors and independent contractors. TeleTech conducts business in more than seventeen countries around the world. Our employees are citizens of many different countries. As a result, our operations are subject to the laws of many countries, provinces, states, munici-palities, and organizations such as the European Union. An important challenge for all o f us is to understand how these laws m ay apply to our operations. TeleTech Hold-ings, Inc., the parent company, is a c orporation organized in the United States. T he laws of the United States fre-quently extend to the operations of TeleTech and its affiliates throughout the world as well as to the business activi-ties of TeleTech employees wherever they live and work. Other countries may also apply their own laws outside of their borders to their own citizens and to corporations that are organized under their laws, such as TeleTech subsidi-aries or other affiliates. In the policies that follow, the references to the laws of the United States and the other countries where we do busi-ness reflect that our global Company is regulated by many different laws at the same time. In some instances, there may be a c onflict between the applicable la ws of two or more countries. When you encounter such a conflict, you should contact the law department to und erstand how to reso lve that conflict p roperly. Further, some of the provi-sions in the Code of Conduct may not apply pursuant to the local laws that exist where you are employed.


Compliance Plan TeleTech’s Compliance Plan supports the implementation and ongoing administration of the Code of Conduct. Our Compliance Plan also discusses employee education, policy development, issue resolution, and compliance assess-ment. T he Risk Management Executive Council (RMEC) administers the Compliance Plan. The RMEC is com -prised of o ur general counsel, chief financial officer, chief information of ficer, head o f human resources, head of operations, head of TeleTech OnDemand, and the corporate compliance officer. The corporate compliance officer provides day-to-day oversight of the Compliance Plan, with assistance from the law department, site compliance con-tacts, regional risk management directors, and human resources. Details of the Compliance Plan can be found under the “Code of Conduct” tab on “OneSite.”

Shared Responsibilities One of the most important responsibilities each of us has as a TeleTech employee is the obligation to raise a conce rn about a possible violation of TeleTech policy or the law. Sometimes it may see m difficult to raise such a con cern. Some of us may even feel it is a breach of personal ethical standards to do so. If you experience that sense of con-flict, it’s important to remember the tremendous harm that not raising a concern can cause, including.

• Serious damage to the health, safety, and well-being of yourself, your fellow employees, the Company as a whole, our customers, and the communities in which we operate

• The loss of confidence in TeleTech – by customers, share owners, governments, and neighbors • Huge fines, d amage award s, and other financial p enalties ag ainst th e Co mpany; fin es an d/or prison sen -

tences for individual employees Those are the reasons the Company requires that employees not be silent when they have a policy concern. The point of raising a concern is not to get a friend in trouble, but to protect a colleague or neighbor from potential harm.


Compliance Contacts The Company offers you many ways to get answers to your questions about ethical issues and to raise any concern about what might be a violation of the Code of Conduct to:

• Your supervisor or manager, • Your local compliance contact, or • Corporate compliance officer

Generally, your supervisor or manager or local compliance contact will be in the best position to resolve the issue quickly. If after raising an ethics concern the issue is not resolved, or you would like to raise a concern anonymously, raise it with one of the other contacts listed below:

You can raise your concern orally or in writing, and if you prefer, you can do it anonymously. The whole idea is to speak up. Ask questions. Get answers. Bring the concern into the open so that any problems can be resolved quickly and more serious harm prevented Early identification and resolution are critical!

We Hear You

• Employee Hotline U.S. & Canada Website

1-888-788-0032 http://www.teletechwehearyou.com

Corporate compliance officer

303-397-8100

Incident Reporting Hotline numbers:

• Safety, Incident Security, Bomb Threat, Disaster, Work Place Violence Threat:

• Claims Reporting:

1-888-788-0032 [email protected]

Media Relations

303-397-8100 or [email protected]

Investor Relations

303-397-8100 or [email protected]


Investigations and Discipline The Company seriously views alleged violations of the Code of Conduct and will take action to investigate such alle-gations to determine if a violation has occurred. Based upon its findings, the Company will take immediate and cor-rective action if appropriate. Any employee found to have engaged in a violation of TeleTech’s Code of C onduct will be subject to d iscipline, up to an d including termination. Immediate and app ropriate steps will also be taken if any non-employee (such as an agent, vendor, supplier, or consultant) is found to have engaged in an activity that vio-lates the Code of Conduct. The Company expects every employee to fully cooperate with any investigation into an alleged violation of the Code of Conduct. Failure to cooperate, failure to be truthful, or attempting to impede an in-ternal investigation may lead to disciplinary action, up to and including termination. Disciplinary action may also be taken against supervisors or other management who condone, permit, or fail to report any violation of the Code of Conduct.

Confidentiality, Retaliation, and False Reports To the fullest extent possible and consistent with the need for a tho rough investigation, the Company will striv e to keep confidential reports of violations or suspected violations of the Code o f Conduct. Retaliation against an em -ployee who, in good fai th, reports a sus pected violation is st rictly prohibited. Pu rposely making false reports is a violation of the Code of Conduct and, accordingly, any employee found to have engaged in this type of activity may be subject to disciplinary action, up to and including termination.


TeleTech Code of Conduct How We Treat Each Other People are our most important asset. T he way employees treat one another, as w ell as o thers outside the Company, in large part defines our culture and enables our success. We will treat each ot her with dignity, respect, and fairness, and recognize the value of different cultures, backgrounds, and viewpoints. This will make us a stronger, better Company.

Discrimination and Harassment

We are committed to maintaining a work environment based on mutual respect. One that is free from discrimination or harassment, including intimidating, hostile, or offensive conduct. Discrimin ation and harassment based on ethnicity or national origin, race, color, gender, religion, sexual orientation, disability, age, veteran status, or other category protected by law is strictly prohibited. Inappropriate or unwelcome sexual behavior is strictly prohibited. The Company does not permit advances, requests for sexual favors, or other verbal, written, visual, or physical conduct of a sexual nature. Harassing or discr iminating conduct may occur on or o ff TeleTech premises and during work o r non-working hours. Harassment or d iscrimination is proh ibited whether committed by or ag ainst subordinates, managers, supervisors, co -workers, or non-employees, including vendors, clients, or their customers. A violation can occur even when the conduct does not rise to the level of unlawful discrimination or harassment. Noth-ing in the Code of Conduct is designed or intended to limit TeleTech’s authority to discipline or take remedial action for conduct that is, in TeleTech’s sole discretion, determined to be unacceptable. If you bel ieve that you are bei ng or have been subjected to di scrimination o r harassment, or you become aware that someone else has, you must immediately contact one of the compliance contacts on page 7. Health and Safety

The Company is committed to promoting the health and safety of its employees, contractors, visitors, and clients, and to providing a safe and secure workplace. Employees are expected to:

• Comply with all applicable and enforceable environmental, health, and safety laws and regulations; • Implement all work practices taught in training classes to protect the environment and prevent personal

injury or property loss; and • Immediately report any environmental, health, or safety problems.

Reports of any actual or potential environmental, health, or safety problems, or any questions about employees’ respon-sibilities should be immediately directed to the appropriate compliance contact.

Violence in the Workplace The Company prohibits violence, threats of violence, and intimidation, and will take all appropriate actions in response to employees who violate this policy, including appropriate disciplinary measures. This prohibition includes threatening language, both verbal and written, threatening gestures, actual physical fighting, pushing, shoving, or brandishing weap-ons. Firearms and/or weapons of any kind are prohibited in the workplace, in TeleTech vehicles or in any vehicle while on Company business, in an employee’s possession while on company property (this includes the parking lots), or in an employee’s possession while performing work duties off the Company’s premises. All e mployees must adhere to th is policy and report any infraction to the appropriate compliance contact.


Drugs and Alcohol The Company is committed to providing and maintaining a safe and productive work environment. Therefore, it main-tains a substance-free workplace policy. You may not manufacture, distribute, pur chase, sell, process, or use illegal drugs (including drug paraphernalia) or alcohol while on company premises, prior to or while driving on company busi-ness, or during meal and break periods or on-call time. In addition, you may not report for work or drive on Company business after using any illegal drugs, alcohol, or over-the-counter or prescription medication that impairs your ability to safely perform your duties. Notify your supervisor immediately if you are using medication that might affect your work. The use of alcohol at busines s dinners or events attended by employees as part of the normal course and scope of their employment is acce ptable as long as it is consumed responsibly. Employees s hould always e xercise good judgment when consuming alcohol at su ch events and it is in TeleT ech’s sole discretion to dete rmine whether an employee has consumed more than a reasonable amount. You are responsible for ensuring you have safe transportation from an event at which alcohol is served. Off-Duty Misconduct If you engage in off-duty misconduct, you may pose a r isk of harm to other employees or the Company’s reputation. Since employees handle confidential client and customer information, any employee convicted of theft related offences could present a risk to the business. Pursuant to local laws, you must report to your supervisor within 24 hours of, or by the following business day after, (1) your conviction of any criminal offense such as theft, shop lifting, fraud, forgery, assault or child abuse; or (2) any off-duty misconduct involving harm or the risk of harm to others. Your supervisor, together with the security department, human resources, the corporate co mpliance officer, and the law department will d etermine if the nature and severity of any off-duty misconduct requires employment action.

Inspection of Personal Belongings In order to prom ote a safe a nd secure workplace, the Company reserves the right to inspect an employee’s personal be-longings, as well as any property in their possession, subject to any applicable local laws. If you bring personal property into the workplace, you should have no expectation of privacy concerning your personal property or its contents. We also reserve the right to inspect lockers, desks, personal vehicles on company property, packages, lunch boxes, contain-ers, articles of clothing, and other items brought onto company property.

Community Activities, Solicitation, and Distribution The Company and its employees frequently contribute to the economic and social well being of local communities. You are encouraged to become involved and participate in activ ities that support your l ocal community. If you wish to use Company resources to support nonprofit, nonpolitical, or charitable organizations, you must first contact the appropriate compliance contact.

Political Activities Because U.S. law and the laws of many state and local governments forbid companies from contributing to political can-didates or parties, contributing money or t ime on behalf of TeleTech and any use of TeleTech’s name or resources to support political parties or candidates must be approved in advance by the law department. Further, employees are pro-hibited from seeking reimbursement from the Company for any political contributions.


Conflicts of Interest Every employee has a legal and ethical responsibility to make decisions and act in the best i nterests of th e Company. The decisions you make and the actions you take are a reflection on the Company as a whole. Your personal interests or relationships with v endors, clien ts, co mpetitors, or other ou tside parties sho uld n ever affect yo ur judgment wh en acting on behalf of TeleTech. O ur continued success depends upon the loyalty of eac h employee throughout his/her employment. In order to avoid a situation that could cause, or appear to cause, a conflict of interest, you must disclose to the appro-priate compliance contact listed in the “Compliance Contacts” section of the “Code of Conduct,” any family, business, or clo se personal relationship you have that has a conn ection with current o r potential clients, vendors, competitors, employers, or business associations. If you h ave any questions on whether a co nflict of interest might exist, ask the question and disclose information to the appropriate compliance contact. You will find instructions and approval forms in “Law/Risk Management” tab on “OneSite.”

Related Party Transactions All employees must disclose to t he corporate compliance officer any potential or actual related party transactions. A related party transaction is when an employee or a member of the employee’s immediate family has entered, or is about to enter, into any transaction with a company that has made or received payments to/from TeleTech for any property or services. “Immediate family” includes your spouse, parents, children, siblings, fathers- and mothers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and close personal relationships.

Board Memberships As long as you r ability to perform your job with TeleTech is not compromised, the Company supports your member-ship on the board of directors or advisory board of community or nonprofit organizations. You must disclose your role on any community or nonprofit board of directors to the compliance officer. Prior to assuming a position as a member of any board of directors or advisory board of a for-profit organization, you must receive approval from TeleTech’s law department. The law department will determine whether such board repre-sentation presents a conflict of interest with TeleTech. You may not serve on the board of directors and/or an advisory board of any TeleTech competitor. You will be responsible for determining your financial liability, as well as ensuring you are properly protected, when serving on any board of directors or advisory board.

Employment Outside of TeleTech If you are employed or considering employment, or becoming an officer, outside of TeleTech, it is important that you: (1) always devote your best efforts to TeleTech and not allow outside employment to interfere with you r ability to do so, (2) are not e mployed by a company that competes with TeleTech or a TeleTech client, (3) are not employed by a company that is a customer or a vendor for TeleTech, and (4) do not use TeleTech’s resources for any outside employ-ment activity. You must receive written appr oval from the corporate com pliance officer prior to acc epting any outside employment arrangement. If you have any questions on whether a c onflict of interest might exist, contact the appropriate compli-ance contact. Family Members and Close Personal Relationships The Company supports the employment of family members, as lon g as t heir employment does not in terfere with the Company’s best interests. In order to avoid a co nflict of interest, you must remove yourself from being in a position where y ou c ould i nfluence t he hire, t ermination, di scipline, e valuation, promotion, o r compensation of a rel ative o r someone with whom you have a close personal rel ationship. You must al so disclose to the appropriate compliance contact any conflicts of interest that arise when the Company is considering doing business or competing with compa-nies for which a family member works, or has an ownership interest in.


Consensual Relationships Consensual relationships between Company employees or between a Company employee and an employee of a ven-dor or client are discouraged. Such relationships may at some point lead to complications and significant difficulties for all concerned – the involved employees, the supervisors/managers, co-workers, vendors/clients and the Company. To avoid issues of favoritism, discrimination, poor morale, confidentiality, and conflicts of interest, it is not appropri-ate for you to have a consensual relationship with anyone you supervise, anyone with whom you have a reporting rela-tionship, or if you are in a role that affects the terms and conditions of that individual’s employment. Upon being in-formed or learning of the existence of this type of relationship, the Company may take all steps that it deems appropri-ate, including but not limited to, moving either party to a different department or job, or, if necessary, terminating ei-ther party’s employment.

Business Gifts and Courtesies At tim es, business courtesies s uch as gifts, m eals, trav el, or en tertainment m ay b e exten ded to bu ild relationships, celebrate successes, and foster goodwill in the business environment. The giving and receiving of business courtesies can easily create conflicts of interest or the appearance of a conflict of interest with business relationships. Business courtesies extended to or offered by TeleTech employees must never affect the business decisions of the gift giver or recipient. The exchange of gifts, favors, and social amenities is acceptable if they can clearly be related t o a business purpose and are considered as customary in a normal business relationship. Entertainment of guests, employ-ees, or customers involving “adult entertainment” is not suitable for business purposes. Cultural practices should be considered when determining what is app ropriate in ex tending business courtesies in in-ternational settings. When giving business courtesies ou tside of the United States, empl oyees are required to fully comply with the U .S. Foreign Corrupt Practices Act (see page 18) and the Canadian Corruption of Foreign Officials Act. It is never appropriate to offer or receive a business courtesy that may be considered extravagant or that may create the perception of influencing business decisions. If you work with governmental entities, you are prohibited from giving or receiving business gifts or courtesies of any kind. As a guideline, employees should only give or acce pt gi fts of nominal value, not exceeding the U.S. equivalent of $100 per recipient, unless you receive prior approval from the appropriate compliance contact. Wherever possible, gifts given should include the TeleTech logo. The most current taxation guidelines in the country where you are em-ployed must be followed with respect to reporting of these items.

Investments and Other Financial Opportunities Any financial investment that places you in a position that influences your independent judgment while working at TeleTech is a conflict of interest. "Financial investment” includes owning stock, accepting options to purchase stock, or pursuing other ownership interests in a company. If you have any questions about whether a financial investment could be considered a conflict of interest, consult with the appropriate compliance contact. How We Treat Clients and Their Customers The success of our Company is dependent on our ability to satisfy clients and their customers by providing them with quality services and competitive rates. It is equ ally important for each of us to treat our clients and their customers with honesty and integrity and only make promises that we are confident we can meet. Our business is highly com-petitive and, consequently, TeleTech is someti mes required to aggressively market our services. However, we must never use illegal methods to acquire or solicit business.


Confidential Information of Clients TeleTech routinely receives confidential and/or proprietary information from third parties, such as clie nts and their customers, as well as our business partners and others with whom we do business. You must handle such confiden-tial and/or proprietary i nformation ap propriately and in accorda nce wi th our obligations under a pplicable and e n-forceable law and client contracts.

Fraud TeleTech does not tolerate fraudulent behavior from its employees or other users (e.g. independent contractors, alli-ance partners), together “users”. Any user found to be engaged in fraudulent activity will be subject to disciplinary action, up to and including, in the case of employees, termination and referral of the fraudulent activity to appropriate law enforcement officials. Similar disciplinary action will apply to management if it is determined that a supervisor or manager knew about or perpetuated the fraud by a user. If you disclose your personal password to another em-ployee and fraud is committed, you will be held responsible and will be subject to disciplinary action, up to and in-cluding termination. TeleTech expects all users to be aware of and report suspected fraudulent activity. Failure to cooperate, giving false information, or failure to provide the Company with information you have about an investigation involving fraud will subject you to d iscipline, up to and in cluding term ination. Frau d should be repo rted throug h We Hear You, onlineteletechwehearyou.com , phone at 1-888-788-0032 or to your compliance contact.

How We Treat Company Assets

You are an Owner To en able you to carr y out your job duties, t he C ompany en trusts you w ith C ompany assets, lik e tech nology, f i-nances, equipment, and information. An overriding principle is th at you use the Company’s assets only for legiti-mate business purposes and t hat you treat Com pany assets with the same care as if t hey are your own. You a re ex-pected to safeguard and protect Company assets from misuse, damage, theft, contamination, and use by unauthorized users. You must gain approval from the appropriate management to spend money or commit the Company to business deal-ings by following the appropriate procurement policies and processes described in the “Global Signature Authority Policy” within the law and risk management tab on “OneSite.”

Money The Company p rovides fu nds to employees authorized t o expend m oney fo r such t hings as t ravel, expenses, pur-chases, services, equipment, leases, and re ntals. The Co mpany also provides funds for investments and o perations through a f ormal budget process. Ty pically, employees are rei mbursed for authorized expenditures through an Ex-pense Voucher, found on “OneSite.” Em ployees may receive advance cash payments to cover authorized expenses. The Company does not provide loans to employees. Em ployees are prohibited from making or accepting personal loans from employees or others (such as cl ients, vendors, consultants, and independent contractors) under their con-trol or supervision. Information Security, Classification of Company Information, and Using TeleTech’s Global Net-work

Information Security It i s important that Company information, in any form, including paper, digital media, and electronic communica-


tions, be protected to assure: (1) that it is available when it is needed, (2) that it has not been altered, and (3) that certain information be kept confidential. Also, since TeleTech r outinely receives confidential and/or proprietary information from third parties, such as clients and their customers, as well as our business partners and others with whom we do business, you must make sure that you handle such information to keep it confidential. To ensure that you are properly handling, creating, classifying, distributing, and disposing of the information, please refer to the details set forth in the Privacy Policy and the Information Security Policy.

Classification of Company Information Company information is classified into three categories: (1) public non-confidential, (2) proprietary and confidential, and (3) privileged and confidential information. As a general matter, proprietary and confidential information should not be disclosed to any third parties without an applicable, and law department approved, non-disclosure/confidentiality agreement (“NDA”) or other contract that protects the confidentiality. Even if an NDA is in place, proprietary and con-fidential information shoul d only be disclosed as abs olutely necessary to acco mplish the purpose of the discl osure. You should err on the side of non-disclosure if you have any doubt. Attorney-client privileged information may only be disclosed when approved by the law department. Further, make sure that you properly mark any Company informa-tion that is confidential. If you have any questions about the appropriate handling and disclosure of information, con-tact the law department.

Using TeleTech’s Global Network While in the course and scope of doing your job, you use the TeleTech Global Network (“Global Network”). Use of the Global Network is for legitimate, business purposes only and you must comply with all policies and guidelines out-lined in the Information Security Policy. Although the Global Network is intended for business use, TeleTech permits incidental a nd l imited pers onal use provided t hat suc h use is reason able and do es not in terfere with you r work. TeleTech may monitor your activity on the Global Network and access data on Company provided equipment without prior notification, in accordance with applicable and enforceable domestic and international privacy regulations. Since that is the case, you should not have any expectation of privacy for any data maintained or utilized on the Global Net-work. In general, you may not use the Global Network for:

• Accessing, transmitting, or storing prohibited material (such as pornography, online gaming, or gambling) • Posting m essages th at relate to co nfidential an d propr ietary Co mpany bu siness informatio n, personal

information about yourself or others on the Internet, for example, blogging • Writing or displaying defamatory language or images about clients, customers, vendors, or employees

Business Communications Further, when communicating wi th employees or third-parties b y an y mean s (such as letters, telep hone, vo icemail, email, or I nstant Messaging) the Company expects that you should be guided by the overriding principles of profes-sionalism and courtesy. Every effort should be made to ensure your communications are not offensive to others, in-cluding employees, clients, customers, and members of the community. As you write a document always consider tone and language – ask yourself – if this message were published in the newspaper, would you be embarrassed? Privacy TeleTech expects employees and others (such as independent contractors and alliance partners) to protect the confiden-tiality of i nformation about employees and our clients. This information may include, among other information, per-sonnel files, contract records, and operations information. As a result, employees and others must: (1) prevent disclo-sure of private or proprietary in formation about employees or clients; (2) apply, where necessary, the appropriate pro-tective measures requ ired by the laws or regulations of those countries in which TeleTech operates; and (3) support


privacy requirements placed on TeleTech in client contracts. If you have any questions about the applicability of any privacy law or requirement to information that you have, please contact the appropriate compliance contact. Do-Not-Call Policy The Company strives to adhere to all applicable and enforceable federal and state laws and regulations governing tele-phone solicitation and the protection of te lephone consumers. Toward this end, TeleTech has implemented a Do-Not-Call Policy and associated training programs to provide the guidelines necessary to follow all a pplicable and enforce-able federal and state Do-Not-Call laws. If you have any questions about the applicability of the Do-Not-Call Policy to any campaigns, business opportunities, operations, or methods of work, please contact the law department.

Intellectual Property Intellectual property is considered one of the Company’s most valuable assets. Intellectual property includes materials, inventions, or ideas that are copyrighted, trademarked, or patented. Trade secrets are also considered intellectual prop-erty and include information that provides the Company with a co mpetitive advantage. Examples of trade secrets i n-clude:

• Ideas and inventions • Technology designs, research, or code • Marketing plans • Business strategies and plans • Customer lists • Databases • Organizational charts • Processes • Areas of specialized knowledge, training, or experience • Specially developed customer information and sales practices • Financial and pricing information

Intellectual property is considered TeleTech confidential and proprietary information and should be identified and han-dled in accordance with the Classifications and Use Guidelines of the Information Security Policy. Contact the law department if you have any questions regarding TeleTech intellectual property. The Company owns all intellectual property that you create, develop, write, or conceive in the course of your employment.

Copyrights, Trademarks, Service Marks All written works created by the Company, such as m anuals, train ing materials, m arketing materials, templates, and client presentations, are TeleTech intellectual property and should be imprinted with the co pyright (©) d esignation in accordance with the Company Style Guide found on the OneSite. Indi viduals needing information about c opyrights should contact the law department. All Company trademarks and service marks are also TeleTech intellectual property and should be referenced and used correctly. The marks should contain the appropriate designation ®, TM, or SM in accordance with the “Style Guide” located on “OneSite”. Contact the law department if you have any questions on the proper use of trademarks and ser-vice marks.


External Communications TeleTech will disseminate information to the media and the public in a professional, accurate, and coordinated man-ner. F or this reason, communications with individuals outside o f the Company are t o be handled in the following manner: Media Requests: All media inquiries should be d irected to the media relations department. You should no t comment to any media about TeleTech operations or clients. Immediately contact the Media Relations department at [email protected] with any media inquiries, communications, or articles about TeleTech. Investor Relations: All information requests from current or potential investors or requests for financial information should be directed to the investor relations department. You should not attempt to answer these information requests. Instead, contact the investor relations department at [email protected] about any financial or investor requests.

Procurement Only certain individuals are authorized to sign contracts or to make purchasing decisions on behalf of the Company as described in the Global Procurement Policy found on “OneSite.” Additionally, the Company is committed to partici-pation in the success of minority and women-owned businesses in our communities and will provide opportunities for these enterprises to earn our business. This philosophy supports our strateg y to ensure that our suppliers reflect our diverse customer base and is consistent with our commitment to be a good corporate citizen. Beca use the C ompany has negotiated certain contracts with vendors for discounts on high-volume purchases – such as travel, office supplies, cell-phone service, and l ocal and long-distance telephone services – you must justify to your supervisor the selection of alternative vendors before purchasing products and services from them. No employee or vendor may sign contracts or conduct business with vendors or suppliers who violate applicable and enforceable laws.

Insider Information and Securities Trading Insider trading is against the law and a conviction can result in significant fines and prison time. If you have access to insider proprietary information about Company operations or the operations of one of TeleTech’s clients, and use that information to engage in a securities transaction or give that information to an individual who reacts to it by enga ging in a securities transaction, you can be held liable under insider trading laws. You also are in violation of this policy if you or a member of your immediate family engages in a securities transaction while possessing proprietary informa-tion about the Company or one of TeleTech’s clients. If you have questions contact the law department.

Company Records and Records Retention Employees, stockholders, creditors, customers, clients, and government entities all rely upon the accuracy of the Com-pany’s records. The success of TeleTec h i s also de pendent on the relia bility and accuracy of its business rec ords. Each employee must ensure that company records and reports are co mplete and accurat e. These responsibilities in -clude not only efforts to prevent or deter fraud, but also the detection of fraudulent reporting, misappropriation of as-sets, and/or other unethical business practices. All financial records and reports must correctly reflect transactions a nd events and must be presented in conformity with the Company’s accounting principles and system of internal controls. All entries, regardless of transaction size, in Company books, records, invoices, reports, or accounts must not contain misleading or false information.


The Records Retention Policy provides guidelines as to ho w to store and when it is appropriate to destroy Company recorded information. The Company produces vast amounts of recorded information and, for the most part, this infor-mation is recorded on paper or electronically. Eve ry employee and other custodian of the Company’s records must fol-low the requirements and guidelines of the Records Retention Policy, which can be found under the “Code of Conduct” tab on “OneSite.” The R ecords Retention Policy provides guidelines as t o how to store and when it is appropriate to destroy Company recorded information.

Whistle–Blower Hotline In compliance with the U.S. Sarbanes-Oxley Act of 2002, the Company’s Audit Committee has established a “Hotline” to receive complaints or concerns from employees and third parties about Company financial or audit practices (1-888-788-0032), or our Website teletechwehearyou.com. T he Hotline permits employees and third parties to remain anony-mous if they choose when reporting complaints or concerns to the Company.

Hiring Legal Counsel and Protecting the Attorney-Client Privilege Only the law department can select, hire, and consult outside legal counsel or so licitors. Contact the law department if you have any questions or concerns about a legal matter involving the Company. The Attorney-Client Privilege or Work Product Doctrine protects certain legal communications involving the Company. All em ployees must keep all written and verbal communications with Company attorneys and solicitors (both in-house and outside counsel) confidential and must not share such communications with another employee or third party or opposing party in a litigation matter with-out the written consent of an attorney or solicitor in the law department.

How U. S. and International Law Affect Our Business

Antitrust and Unfair Competition Laws Antitrust and unfair competition laws preserve and foster fair and honest competition within the free enterprise system. Antitrust and unfair competition laws make illegal any agreement or understanding, express or implied, written or oral, that unreasonably restricts competition or interferes with the ability of the free market system to function properly. Un-der these laws, neither good intentions nor customer or consumer benefits justify or excuse violations. Communications with competitors should be avoided unless they concern a true customer-supplier relationship, other legitimate business venture, or permitted trade association activities. Employees must not engage in any communications with competitors that could result in price-fixing, bid-rigging (including complimentary bidding), allocation of customers or markets, boy-cotts of certain customers or suppliers, or production limits to restrain trade. TeleTech’s policy is to fully comply with both the letter and spirit of the antitrust and competition laws of the countries where it operates. Any employee who has a question about the potential antitrust or anti-co mpetitive implications of a discussion or action must consult with the law department before any such discussion or action takes place.


Transacting International Business All TeleTech officers, employees, agents, and affiliates must comply with (1) all laws of the international jurisdictions in which the Company operates (except where prohibited by United States law), and (2) all applicable and enforceable laws of the United States that have application outside the United States territory, in cluding U.S. export control laws, anti-boycott laws, trade embargo laws, and the Foreign Corrupt Practices Act (“FCPA”). Violations of the FCPA and the other U.S. laws applicable to international transactions may result in criminal, civ il, and/or administrative sanc-tions.

Foreign Corrupt Practices Act All employees are required to comply fully with th e FCPA, which prohibits the bribery of foreign government offi-cials, political party officials or candidates, or political parties. Th e FCPA defines a bribe as an ything of value (i.e., cash or non-cash items) given or offered for the purpose of influencing an act or decision to obtain, retain, or direct business. Bribes, kickbacks, or giving anything of value in an attempt to in fluence the action or inaction of a public official is strictly p rohibited. Th is prohibition ex tends to payments to con sultants, ag ents, or oth er in termediaries wh en the payor knows or has reason to believe that some part of the payment or “fee” will be used to bribe or otherwise influ-ence a public official. If an employee in volved in international operations is co nfronted wi th a demand for a bribe from a nyone, the em-ployee must report the demand immediately to his or her supervisor and to the law department. The FCPA also requires TeleTech to maintain (1) accurate books and records and (2) a system of internal accounting controls with respect to both domestic and international transactions and asset transfers.

Anti-boycott Laws The U.S. anti-boycott laws proh ibit the Company from supporting boycotts imposed against countries friendly to the United States. The anti-boycott laws prohibit the Company or any of its employees from refusing to do business with anyone based upon race, national origin, religion, or gender, and from providing information about such matters to customers and potential customers. United States law requires that requests to participate in a boycott be reported promptly to the U.S. government. Em-ployees who have questions related to a proposed transaction that may be affected by the U.S. an ti-boycott laws must consult with the law department before proceeding with the transaction.

Trade Restrictions/U.S. Embargoes

The United States from time to time restricts or proh ibits trade and other commercial dealings between U.S. citizens (including U.S. persons, U.S. incorporated companies, al ien residents in the U.S., and in some in-stances foreign-based affiliates o f U.S. companies) and certain countries, including residents and citizens of those countries. The Company requires that all employees adhere to the letter and spirit of U.S. restrictions and prohibitions on trade with other countries.

The countries that are the ta rget of U.S. restrictions or prohibitions can change frequently, as can t he restrictions and prohibitions themselves. Therefore, it is imp erative that employees seek advice from the law department on transac-tions that may involve any country subject to U.S. restrictions or prohibitions on trade.


Export Regulations The United St ates regu lates the expo rt of goods, serv ices, and tech nology t o fo reign cou ntries. Th e definition of “export” is very broad, and can include, for example, a co nversation with a citizen of another country even where the conversation takes place entirely within the United States. Employees involved in export transactions must ensure that all in formation prov ided in connection with the export is accurate and truthful. Employees also must ensure that a regulation or specific export license covers the export in ques-tion. This requirement applies to exports of goods and services as well as technology. You must be alert to situations in which inaccurate or fraudulent information may have been furnished to the Company regarding the ultimate destination or use of the goods, services, or technology to be exported. Questions about whether a situation involves an “export” or the accuracy of information being provided to the Company regarding the ultimate destination or use of goo ds, services, or technology that TeleTech exports should be directed to the law department.

How We Treat Others We will only conduct business where the business environment is such that operating in an ethical, legal manner is pos-sible. This applies to relationships with clients, customers, contractors, government representatives, partners, and ven-dors. This Code of Conduct applies to those acting on behalf of the Company, whether external advisors, contractors, sub-contractors, consultants, sales consultants, temporary service workers, jo int ventures, and alliances or others. We expect all third parties employed by the Company to abide by this Code o f Conduct. The Company buys the services of temporary service workers and independent contractors. T hese individuals are not Company employees and do not receive bonuses, performance appraisals, company credit cards, business cards, station-ery, name plates or picture ID cards, nor are they placed on performance plans or in supervisory positions. In addition, temporary service workers should not be i ncluded in Company events, reward and recognition programs, etc., as t his may create the appearance that they ar e regular employees. On occasion, temporary service workers or i ndependent contractors may receive a picture ID card or company credit card when these items are required for them to do their jobs.

Protecting the Intellectual Property of Others Our policy respects the intellectual property of others. That means that in your work you must not engage in unauthor-ized use of or copy the intellectual property of another company or person.

Confidential Information – Former Employers and Other Third Parties You must not, during your employment with TeleTech, improperly use or disclose to TeleTech or any TeleTech em-ployee, agent, or contractor any confidential or private information belonging to your former employer or to an y other party to whom you owe a duty of nondisclosure. Questions should be referred to your compliance contact.


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