Global Code of Ethics January 2009
www.dtz.com
Global Code of Ethics
Foreword Our Code of Ethics (the code) contains the standards of conduct that all employees of DTZ (the Company) and its subsidiaries, associates and affiliates regardless of legal jurisdiction must follow. It is your responsibility to familiarise yourself with the contents of this code and with any more detailed local policies that provide further guidance on code provisions. As a simple guide, you should ask yourself “How would my actions look if a less than friendly newspaper wrote about them?� While the code of ethics does not attempt to cover every possible ethical issue or scenario, it does describe the basic principles that form the guidelines of our conduct. We ask that individuals deal with potential issues with sensitivity and sound judgment, especially in situations that may involve or could result in illegal or inappropriate action. We understand that laws and regulations vary depending on region or country and expect everyone to comply with local authority. If a provision of this code of ethics is found to be unenforceable or invalid under an applicable law, only that particular provision of the code will become invalid. All other provisions of the code will remain in effect. DTZ owes much of its past success to sound ethical behavior in providing best-in-class service. Our future successes will continue to be driven by the integrity of each individual at the company. Our collective conduct should always reflect our brand and reputation and exemplify our passion for service excellence and success.
Paul T Idzik Group Chief Executive
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Contents Foreword
2
General Compliance with laws, rules, regulations and policies
4 4
Seeking guidance and reporting a code breach
4
How we enforce this code
5
Whistle-blowing
5
Integrity in the Company Health and safety
7 7
Drugs and alcohol in the workplace
7
Harassment/discrimination
7
Protection of Company assets
7
Risk management
8
DTZ brand awareness
8
Non-disparagement
8
Personal relationships
8
Conflicts of interest
8
Client conflicts
9
Personal conflicts
10
Data security
13
Integrity in the marketplace Professional ethical standards
14 14
Accurate and complete recording responsibility
14
Licensing
14
Money laundering
14
Fraud
15
Dealing in DTZ shares
16
General share dealing and confidentiality
16
International sanctions
16
Integrity in the community Environmental awareness
17 17
Community involvement
17
Summary
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DTZ
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Global Code of Ethics
General Compliance with laws, rules, regulations and policies Obeying the law is the cornerstone upon which our ethical standards are built. You are required to comply fully with all applicable laws, rules, regulations, governing acts and amendments and procedures affecting the conduct of our business. You are not expected to know the details of all laws, rules and regulations; however, you are expected to understand the laws, rules, regulations, policies and procedures that apply to your responsibilities and to know when to seek advice. Employees must comply with all applicable competition laws (including those which relate to, among other things, price discrimination, price fixing, restraint of trade and monopolies), which protect the free enterprise system and encourage vigorous, but fair competition. We do not condone and will not tolerate any activity that breaches applicable law.
Seeking guidance and reporting a code breach Steadfast ethical conduct is pivotal to the success of DTZ and its reputation. As a business, we must remain compliant with ethical and legal standards and it is the responsibility of everyone involved in our business to continue our record of ethical conduct. Where an employee has questions regarding the code, genuine concern regarding a policy, or feels a code breach has occurred, the issue will normally be raised through line management, your regional Risk and Compliance Officer or regional HR Leader. If you feel that there has been a potential code breach or are unsure of or uncomfortable with an action of DTZ or an employee of the Company, please report it immediately to your Line Manager. Where it is believed, however, that the manager is the source of the possible breach or that a group of managers are colluding in this malpractice, then please refer to the group whistle-blowing policy below. If you are not sure of the correct way to handle a particular situation, or are contemplating whether or not an action may be a code breach, start by asking yourself five questions: 1. Is it legal? 2. Does it comply with our policies? 3. Is it best for the Company as a whole? 4. Is it the right thing to do? 5. Would you be comfortable if such a situation were reported in the press? If the answer to any of these questions is ‘no’, or if you have further questions, do not hesitate to ask for help or guidance. Remember, you do not need to make a difficult decision alone.
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How we enforce this code The Company treats all reports of misconduct with sensitivity and with acute diligence. All reports of suspected breaches of the code will be promptly investigated and, if appropriate, corrective action taken. If legally required, it will be reported to the proper law enforcement agency or organisation.
Whistle-blowing The term whistle-blowing is most commonly used to describe when an employee (or ex-employee) discloses actual or perceived wrong-doing within an organisation. It is important that the employee’s concerns about illegal or unethical activities can be raised without fear of victimisation and that the organisation is alerted to possible malpractice early so that it can be investigated and appropriate actions taken. A whistle-blowing procedure allows employees to raise concerns with management about the conduct of others, which they consider to be in some way a contravention of our Code of Ethics. Employees should invoke the whistle-blowing policy where they have genuine concerns about any of the following: -- Fraud, theft, corruption or bribery -- Harassment/bullying or discrimination of any kind -- Abuse of position or authority -- Endangering health and safety -- Damage to the environment -- Unauthorised communication of sensitive Company information to the media -- Any misrepresentation of the true state of affairs of the Company (including any
financial irregularity) -- A criminal offence -- Failure to comply with any legal obligation or -- The deliberate concealment of any of the above.
The whistle-blowing procedure is: 1. As soon as you are aware of any situation or matter referred to above, you should discuss the matter with your immediate line manager. 2. Where an employee feels either unable, for whatever reason, to raise the issue through normal line management channels (i.e. the employee believes that the line manager is the source of the possible malpractice or that they will be in any way victimised by raising such a concern), or the employee is not satisfied with the response received from line management, then the employee should contact any of the following to raise their concern: -- Your regional Human Resources Leader, or -- Andrew Fields, the Group Risk Management and Compliance Director, Tel +44 (0)20 3296 3541, email andrew.fields@dtz.com, or -- Philip Cook, the Company Secretary, Tel +44 (0)20 3296 3445, email philip.cook@dtz.com, or -- The dedicated 24/7 whistle-blowing hotline, which can be contacted on +44 (0)203 291 2374.
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3. It is important that you raise any of the matters referred to above promptly in order to assist DTZ to uphold its high standards. 4. On notification of a matter covered under this policy, the person who has been notified will immediately report it to the Group Risk Management and Compliance Director, who will maintain a record of all such events and how they have been investigated and resolved. 5. Subject to any legal constraints, the employee will normally be kept informed of the progress of the investigation, the outcome of the investigation and what, if any, action has been taken. There may also be circumstances where this may not be appropriate, for example, where disciplinary proceedings or other action of a confidential nature are being taken. 6. Obstruction of an investigation is a serious disciplinary offence. Any employee who obstructs such an investigation is likely to be subject to disciplinary proceedings. The objective of the whistle-blowing procedure is to provide a process to enable individuals to raise genuine concerns. The Company will take all reasonable steps to ensure that the identity of any employee who raises a concern under this procedure remains confidential and they are not victimised or suffer any detriment as a result of initiating the whistle-blowing. Provided an employee has acted in good faith and in belief that what is being reported is true, an employee reporting incidents will be protected from any recrimination as a result of making their report. It may be, however, that the complainant has themselves been involved in wrongdoing. In such a situation, the employee would have to answer for their actions and should not expect immunity from disciplinary/criminal proceedings. In such circumstances, however, the fact that the employee raised the concern would be taken into account.
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Integrity in the Company Health and safety DTZ regards the maintenance of high standards of health and safety as a critical factor in the successful management of our global business operation. As such we consider our workforce as our greatest asset and we are committed to continuously improving the safety and well-being of all the people who work with us, as well as all those other people who come into contact with our operations. It is the Company’s policy to provide employees with a safe and healthy workplace. The Company is committed to complying with all applicable safety and health laws and regulations and to ensure that employees are competent to carry out their duties safely. To support this policy employees must abide by all health and safety rules, regulations and practices and must assume responsibility for taking proper precautions to protect themselves, their fellow employees and the wider community in which we do business. We ask that employees report unsafe or unhealthy conditions immediately to enable us to solve them in a timely manner. Additionally, our business facilities will be subject to regular health and safety audits to help ensure compliance with all applicable laws and regulations.
Drugs and alcohol in the workplace Employees are required to report to work fit to perform their jobs. Inappropriate use of alcohol or the use of any non-prescription drugs or controlled substances on Company premises or while on Company business is prohibited.
Harassment/discrimination DTZ is committed to ensuring that all employees are valued and treated with dignity and respect while at work, irrespective of their race, nationality, creed, colour, religion, sexual orientation, gender, marital status, trade union membership, social or economic class, political opinion, age or disability. The Company is committed to creating an environment of positive working relationships. Harassment, bullying, discrimination and victimisation are harmful to employees, employers and clients. These actions directed towards an individual or group of individuals can produce negative results such as fear, stress, anxiety, and can lead to illness, accidents, absenteeism, poor performance, an apparent lack of commitment and people leaving employment. It can therefore impact badly on safety, organisational effectiveness and business success. The organisation will not tolerate acts or behaviour that breach this policy and any instances of such behaviour will be taken seriously, be fully investigated and be subject to disciplinary procedures if appropriate.
Protection of Company assets Employees are expected to preserve and protect all Company assets and to promote their efficient use for legitimate and approved business purposes. Your obligation to protect Company assets includes DTZ’s proprietary information and intellectual property, such as trade secrets, copyrights, business plans, and unpublished databases and records. All Company assets are the property of DTZ and must be returned to DTZ upon an employee’s departure from the Company for any reason, unless written approval by senior management has been obtained. Line managers are responsible for ensuring the return of all such tangible assets. Client lists, information (i.e. computer/electronic files, paper records etc) and intellectual property are the property of DTZ. Employees should refer to their individual employment contract which may outline additional requirements.
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To better protect Company assets, provide excellent service and ensure a safe workplace, it may be necessary to monitor employee activities and Company systems. As permitted by law, we reserve the right to inspect, monitor and record the use of all Company property, systems, and facilities, with or without notice, and to search any and all Company property including computer files and programmes at all times.
Risk management All employees are responsible for understanding the DTZ risk management policies that are applicable to their job. Maintaining compliance with DTZ risk management policies and associated procedures is mandatory.
DTZ brand awareness The DTZ name, brand identity, and Company logo are precious and powerful assets that represent a well-respected reputation that has been built over many years and the hard work of all Company employees. Our brand is a reflection of our ethical and professional business practices. At no time should rights to use our brand in any manner be granted to a third party except with appropriate approval and in accordance with our Company branding policies. The use of DTZ branding for a third party must adhere to our DTZ branding policies.
Non-disparagement All employees at DTZ have an obligation to loyally support the Company. It is considered inappropriate for any employee to participate in voluntary or gratuitous negative commentary about the Company, or in any way disparage the Company’s reputation. This includes disparaging the reputation of Company employees to any outside party. If the Company is damaged by such negative activity of an individual, we may have the legal right to investigate the incident to determine which parties were involved. This could result in both disciplinary action by the Company and legal ramifications. Our non-disparagement policy is not intended to prevent debate or the use of professional constructive criticism within the Company, and employees are encouraged to provide constructive criticism to management for valid business purposes and for the betterment of the Company.
Personal relationships In order to ensure we minimise the risk of compromising our professional standards, it would be inappropriate for employees to have personal relationships beyond friendship with those who are subject to their supervision or with whom they have a reporting relationship. Under no circumstances should an employee supervise, review or influence the job evaluation, pay or benefits of their spouse, partner or any member of their immediate family who is also an employee of the Company.
Conflicts of interest Our reputation depends on the actions and integrity of our employees. It is imperative that employees avoid activities or relationships that may impair, or appear to impair, the ability to make objective and fair business decisions when performing business duties. There are two main areas of conflict covered under this code:
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The first relates to client conflicts whereby we are unable to, or can be perceived as being unable to offer impartial advice to one client due to existing obligations to another client. The second relates to personal conflicts, whereby personal relationships, interests and commitments prevent an employee, or are perceived to prevent an employee, from acting impartially. Further guidance on the nature of client conflicts and personal conflicts are outlined below:
Client conflicts It is the Group’s policy that we shall not act for a client in a case where our advice to that client might be thought to be tainted by conflict. DTZ has adopted the following definition of a conflict of interest, based on the Royal Institution of Chartered Surveyors (RICS) definition: “A conflict of interest arises where a professional person, or firm, is unable, or may be perceived as unable, to give full, proper and unbiased advice to a client because: -- We are acting for the interests of another business -- We have other obligations or pressures that detract us from or affect our relationship with the client -- We owe conflicting duties to different clients on the same or related transaction.” If DTZ believes that we will be seen as unable to provide proper, unbiased and impartial advice to a client then a potential conflict situation exists. In circumstances where a potential conflict situation exists, and especially when a DTZ director believes that DTZ can provide the service in a proper, unbiased and impartial manner, without fear of being tainted by conflict, then disclosure of the potential conflict situation to both parties is required and specific written client confirmation that they are happy for us to act in these circumstances is obtained. Mechanisms to manage a conflict of interest will often require us to set up and maintain appropriate ‘information barriers’ (sometimes referred to as Chinese Walls) should DTZ be acting for conflicting clients. There are two levels of barriers that we could deploy depending on the sensitivity of the case or at the behest of the client:
1. Basic information barriers In all cases involving a conflict situation, we structure and manage engagements to ensure that: -- Each of the parties concerned is serviced by a different director
-- Professional staff only deal with one of the parties concerned (unless specific arrangements are agreed with all relevant parties)
-- Staff dealing with one party do not have access to information, including electronic files, relating to the other party and
-- Staff are under instruction not to discuss client related matters with DTZ personnel working with other parties and not to conduct conversations about the client’s affairs where these might be overheard by other DTZ personnel. Particular care should be taken over the use of mobiles and BlackBerries and a clear desk policy should operate at all times.
The basic barrier should normally constitute a sufficient level of separation that would be acceptable to a client. DTZ
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Directors are responsible for determining whether, in particular circumstances, enhanced information barriers (additional to those outlined above) should be applied. These will be appropriate where there is a higher degree of sensitivity in the circumstances of an engagement. Reference to the Group Risk and Compliance Director should be made in the case of particularly complex requirements. 2. Enhanced information barriers -- Physical separation of engagement teams, for example location in geographically separate offices, office space subject to separate access controls or secure project rooms on or off site
-- Increased security over access to files and working papers, including for example, increased levels of password encryption, physical and electronic quarantining of existing files and working papers
-- No shared secretarial support or more secure segregated use of infrastructure services
-- Use of a private user group email system or confidential electronic data rooms
-- Appointment of a single senior business director independent of both engagement teams to review the conduct of each of the engagements on a regular basis and to deal with any contentious issues
-- When we have been instructed on a confidential job (for example M&A), we should always activate the information barrier relating to non-discussion from the beginning of every engagement as the teams will not necessarily be aware of a conflicting situation.
Personal conflicts Outside employment or activities Whilst the Company encourages employees to participate in activities outside of their employment with DTZ, it is important that full-time employees owe their work commitment to DTZ and therefore do not receive external sources of remuneration or assume significant positions outside DTZ. All employees are required to advise of the existence of any current or proposed paid external appointment or any invitation to accept an external appointment as a director or in a senior management position (whether paid or not) of a non-DTZ organisation. Individual employment contracts may place certain obligations with regards to outside employment on individuals. In instances where outside employment is sought this must be discussed with your Country Managing Director who must provide prior written approval of your activities. DTZ reserves the right to reject, at its sole discretion, any request for approval of any outside employment. Additionally, if an immediate family member is employed by a business that is itself a direct competitor with DTZ, this circumstance must be disclosed, as soon as practical, to your Country Managing Director. An immediate family member is the employee’s parents, spouse, partner or any dependents. In all circumstances, employees may not use any internal information regarding any of DTZ’s customers, suppliers, assets, facilities, materials, or services for outside, personal activities unless specifically authorised.
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Property investments Employees must avoid conflicts of interest or the appearance of conflicts of interest in their outside investments and business endeavours. As such, ownership or the intent to invest in commercial property (including mixed use property, land or multiple residential properties) must be disclosed to your country Managing Director. Ownership in other businesses Employees have a general permission to buy or sell shares or other securities unless they come into the following categories: -- A company that we contract to supply services to DTZ clients -- A business that operates in the property or construction sectors -- A client of DTZ, on which they are working
In respect of all of the above, disclosure should be made to the Country Managing Director in accordance with local Declaration of Outside Interest procedures. Country Managing Directors will be required to disclose conflicts to their Regional Managing Director/CEO. Further guidance for dealing with conflicts in each of these categories is outlined below. These restrictions do not apply if the investment is made through independent pooled investment vehicles, such as investment or unit trusts, where the employee has no influence on investment decisions. Any such dealing will always be subject to the provisos under the section in this code relating to general share dealing and confidentiality, page 15. Conflict type Code provision
Conflict resolution
A company that we contract to supply services to DTZ clients
Employees and their immediate family members must not own a significant financial interest in a company in this category that may unduly influence their decision to select or appoint a supplier to provide services to a DTZ client.
Exceptions may apply where such an interest has been fully disclosed to the company and authorisation has been given.
A business that operates in the property or construction sectors
Employees and their immediate family members must not own a significant financial interest in any business in this category.
Exceptions may apply where such an interest has been fully disclosed to the company and authorisation has been given.
As a guide for purpose of determining the necessity of disclosure, ownership in such a business entity shall be deemed significant if the total interest of the employee or immediate family member represents: -- More than ÂŁ25,000 (or local currency equivalent) investment in the business, or -- Represents more than 1% of the outstanding securities of that business
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Conflict type
Code provision
Conflict resolution
A client of DTZ
Employees must be conscious of the threat to independence should they be asked to work on clients in which they or an immediate family member own shares or has any financial interest.
In circumstances where employees or immediate family members have shares or a financial interest in a client they have been asked to work with, this must be disclosed. Subject to the nature of the investment, it may be required that the employee cease to work for that client or can continue to work for the client, subject to their shareholding in that client being ‘frozen’ for the period that the employee works with that client
Prior employment obligations The Company understands that new or prospective employees may have continuing or contractual obligations to prior employers; all continuing responsibilities must be disclosed prior to an employee’s start date or as soon as practical thereafter. DTZ reserves the right to decide if the disclosed obligations are a conflict to DTZ business. Gifts The purpose of business entertainment and gifts in a commercial setting is to create goodwill and working relationships, not to gain unfair advantage with clients. At times, it may be appropriate to exchange modest gifts or entertainment with a business partner; however, no gift or entertainment should ever be offered, given, provided, or accepted by you or a family member that can result in negative action or an unfair advantage. All gifts should be consistent with our customary business practices and at no time should employees exchange cash or a cash equivalent with any client or outside Company. Employees should be aware of potential local tax reporting obligations in relation to receipt of gifts. As a general rule, employees should use good judgment and common sense when dealing with this extremely sensitive ethical situation, and: -- Gifts of nominal value may be accepted or provided on an infrequent or occasional basis, such as during the holiday season, as a reasonable business courtesy -
Employees should use good judgment in accepting any gift with a value of more than GBP100.00 (or equivalent in local currencies). In circumstances where such gifts are received, this must be declared to the Country Managing Director or regional risk and Compliance Officer to ensure that the gift is appropriate and then potentially be returned
-- Routine business-related entertainment, such as business lunch or dinner, sports outings, or cultural events, is generally accepted under this policy. Employees must refrain from accepting, offering, making or promising to make any illegal, improper, or questionable payment or commitment of personal or Company funds or other valuable consideration to clients, vendors, government officials, or other entities or individuals anywhere for the purpose of obtaining or retaining business or securing improper advantage, directly or indirectly.
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Data security Clients and employees have a right to privacy and to the security of their personal information. This is underpinned by both legislation and regulation worldwide which prescribes obligations on firms in their handling of personal data. DTZ respects and preserves this right. Information security As an employee, you are required to be familiar with and adhere to DTZ’s policy (including any local policies where appropriate) covering passwords, email usage, electronic diary usage, internet and intranet use, equipment usage, wireless networks, application programmes, security and termination of employment. Violation of the policy may result in disciplinary and legal processes against the employee. Data protection DTZ takes its responsibilities regarding the use of personal information that we collect, maintain and process in the course of our business extremely seriously. DTZ seeks to ensure that we comply with relevant data protection legislation in force at any time and that our clients and employees feel confident by the manner in which we handle their information. Most breaches of client confidentiality and loss of personal information are unintentional and it is therefore important that all employees remain conscious of not disclosing confidential information either internally and externally, without the client’s or the individual’s consent.
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Integrity in the marketplace Professional ethical standards As a client-driven business, our professionalism and integrity must never be called into question. DTZ complies with all local professional standards in the countries in which we do business. We respect the sensitivity and confidentiality of our clients’ information to the highest regard. At no time do we disclose client information outside of DTZ, unless authority has been granted by our client to do so.
Accurate and complete recording responsibility We all have a responsibility to provide full, accurate, timely and understandable information regarding our Company and our clients. No false, misleading or artificial entries may be made on DTZ’s records, including financial records, or those we maintain for clients. All employees must create accurate records that reflect the true nature of all transactions and must resolve discrepancies in any record and make appropriate corrections. All employees must help ensure that reporting of any business information of whatever kind (financial or otherwise) and in whatever form (electronic, paper or otherwise) is accurate, complete, and timely.
Licensing In certain territories it is a requirement for DTZ and/or our employees to be properly licensed by local governments in order to provide real estate and financial services business. Our employees will not knowingly perform services in any jurisdiction where we have not been properly licensed to do so. Real estate Employees in positions that require a real estate/broker’s license(s) are responsible for obtaining and maintaining the appropriate license(s). Financial services Financial services activity typically requires licensing by the supervisory and regulatory authority which oversees such activity in the jurisdiction in which DTZ conducts business. DTZ is a global organisation and is therefore subject to a multitude of regulations pertaining to financial services activity. DTZ employees must not knowingly perform such activity unless we have clarified with Group Risk and Compliance that we have the appropriate authorisations to undertake the activity. Undertaking financial services activity without proper authorisation is a criminal offence in most jurisdictions and will also result in regulatory sanction. The senior management of offices that require a license(s) is responsible for obtaining and maintaining the appropriate license(s). Group Risk and Compliance must be kept informed of any applications for a license.
Money laundering Money laundering is the process by which the proceeds of crime are converted into assets which appear to have a legitimate origin, so that they can be retained permanently or recycled to fund future crimes. DTZ must mitigate the risk of being involved in any aspect of money laundering. International legislation creates the following broad criminal offences: -- It is an offence for any person to provide assistance to a money launderer to
obtain, conceal, retain or invest funds if that person knows or suspects - or, in the case of terrorist activities, should have known or suspected - that those funds are the proceeds of criminal conduct
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-- It is an offence for any person to fail to report knowledge or suspicion of
the laundering of the proceeds of drug trafficking or terrorist activity, where that person’s knowledge or suspicion is acquired in the course of their trade, profession or business -- It is an offence for any person to disclose to any other person information which
is likely to prejudice an investigation or proposed investigation (‘tipping off’).
Failure to comply with the relevant legislation and regulations is a criminal offence punishable by a fine or imprisonment or both – levied at the employee, not on the Company. DTZ has developed seven anti-money laundering (AML) principles to provide a framework around which we achieve compliance with local legislation. Each region must implement its own procedures and controls to operate in accordance with these seven principles. DTZ’s AML principles are: 1. Senior management is responsible for each of their respective countries to ensure that appropriate AML controls are in place 2. Appropriate AML checks must be completed before we undertake a client engagement 3. There must be a process in place for when a client fails an AML check 4. There needs to be a process in place to deal with suspicious transactions 5. Evidence of AML checks should be kept 6. AML training should be provided to all relevant staff 7. We should ensure that processes are in place to monitor compliance with AML processes. Reporting suspicions There are requirements in each country for suspicions to be reported to the local law enforcement agency (or other agency). Advice should always be obtained from DTZ’s Money Laundering Reporting Officer, Ahmed Makele (Tel +44 (0)20 3296 3521, email ahmed.makele@dtz.com) on the appropriate means to report suspicion to your local law enforcement agency.
Fraud DTZ requires all staff at all times to act honestly and with integrity and to safeguard the Company reputation and assets for which they are responsible. DTZ will not tolerate any level of fraud or corruption. DTZ is committed to ensuring that opportunities for fraud and corruption are reduced to the lowest possible level of risk. Fraud is used to describe such acts as deception, bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. ‘Fraud’ is usually used to describe depriving someone of something by deceit, which might either be straight theft, misuse of funds or other resources, collusion with vendors to distort market prices or more complicated crimes like false accounting and the supply of false information. DTZ’s definition of fraud is any intentional act committed to secure an unfair or unlawful gain to either the employee or a third party. Each reported fraud or suspicion of a fraud must be escalated and reported to the relevant Country Managing Director. Should an employee feel unable to communicate through normal line management reporting lines, please refer to the group whistle-blowing policy, which provides for the ability to notify senior management outside the normal reporting line.
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Investigations will be carried out into all cases of actual or suspected fraud discovered or reported. Each incidence of fraud must be reported immediately by the Country Managing Director to the Group Risk Management and Compliance Director. The Group Risk Management and Compliance Director will determine whether Group involvement is required in the management of the fraud. Appropriate legal and/or disciplinary action will be taken against the perpetrators of the fraud. Results and learning from investigations of frauds will be used to improve the control environment.
Dealing in DTZ shares All employees must obtain the written permission of the Group Chief Executive or Group Finance Director prior to dealing in DTZ Holdings plc shares. Permission, once given, should be acted upon within seven days. Additionally: -- Employees who are on the Closed List are prohibited from dealing in DTZ
shares during ‘Closed Periods’ and
-- Any share dealing being undertaken by Executive and Non-Executive Directors
of DTZ Holdings plc, must be approved by the Company Chairman. In the instance of the Company Chairman transacting in DTZ shares, this must be approved by the Chief Executive Officer.
In all instances, such dealing will be subject to the provisos in this code relating to general share dealing and confidentiality see below:
General share dealing and confidentiality DTZ recognises and abides by all applicable laws prohibiting the use of ‘material inside information’ when trading or recommending securities. These laws apply to all employees, affiliates, consultants, vendors and family members of those listed who have non-public information about any Company’s performance ascertained through the conduct of our business. Breaches of insider trading laws are met with the most serious of repercussions on the individual both by the Company and authorities of the law, which could lead to fines and potential imprisonment. The following are examples of insider trading breaches: -- You may not buy or sell shares or the debt of DTZ if you are in possession of
material, non-public information
-- You may not trade securities or debt of companies whom you may have learned
inside, material information about while in the course of your duties at DTZ
-- You may not pass along such information to others who might make an
investment decision based on your inside, material information.
Anyone who uses non-public material information for personal benefit or discloses to others without valid business purpose violates the Company’s interests and will be subject to disciplinary action as well as law enforcement ramifications. Please note that these breaches listed above are examples of such behaviour. There are many more actions forbidden in regards to insider trading that all employees should be aware of including the examples listed above. The Group Risk and Compliance Department should be used as a resource for guidance to keep you from breaching this policy and insider trading laws. If you are unsure about this subject please contact Group Risk and Compliance.
International sanctions We will not engage in business with any government, entity, organisation or individual where doing so is prohibited by international sanctions or regulations. A
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global sanctions list is maintained by the Group Risk and Compliance Department and advised to Country Managing Directors on a periodic basis. As a Company, we must also comply with all anti-boycott laws and report to the Group Risk and Compliance Director any request to participate in an international boycott (which means a boycott of a country or businesses within a country).
Integrity in the community Environmental awareness DTZ recognises that its business activities have direct or indirect impacts on the environment and as such it is our policy to undertake our business activities in a manner sensitive to the environment, to conserve natural resources, reduce waste and to prevent pollution to land, water and air. We also regard the promotion of an environmental management strategy as a key element in operating a successful business, and that by doing so we can help to reduce environmental impacts from our operations as well as to create opportunities for providing positive benefits to the environment. As a Company, we will comply with all environmental laws and regulations as they relate to our operations and those of our clients. Employees at all levels must recognise that they have an important part to play in the success of this commitment, by complying with all relevant Company environmental procedures and guidelines and taking all necessary care to prevent harm to the environment. Employees are also required to report any environmental incidents or conditions that may have a negative environmental impact immediately to enable us to resolve them in a timely manner.
Community involvement Where appropriate, DTZ strives to support community programs and charitable organisations. Employees are encouraged to support community charity, political organisations and causes of their choice, as long as they do not represent your views and actions as those of DTZ. Employee’s charitable and political choices are to be respected and at no point should an employee attempt to coerce another to support a cause contrary to his or her personal beliefs.
Summary We want all employees to ask questions and raise concerns about compliance and ethical behavior. If you become aware of a possible breach, you have the responsibility to report that information, as soon as practicable, as a requirement of your employment with the Company. If you do not know whether something is a problem, please consider this code as a set of guidelines for which we all should conduct business.
DTZ’s Code of Ethics can be found on our Company’s website at: http://www.dtz.com
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