C2 Portfolio Essential's (C2) Code of Business Conduct and Ethics (the “Code”) is a
guide to ethical decision-making. We are committed to uncompromising
integrity in all that we do and how we relate to each other and to persons outside the Company.
While the standards in the Code are mainly based on laws to which we are all subject, in some cases
they go beyond legal obligations. In this respect, the Code reflects the values that define C2 and the
principle that we must strive to avoid any circumstances that may give rise to even an appearance of impropriety.
This Code sets out basic principles to guide the Company's directors, officers and employees and to promote:
The standards in this Code may be further explained or implemented through policy guidelines or changes to
the Employee Handbook.
Each of us is personally responsible for making sure that our business decisions and actions comply at
all times with the letter and spirit of this Code. Given the pace of changes in our business, no set of
standards should be considered the final word in all circumstances. This Code outlines the broad principles
of legal and ethical conduct embraced by C2. It is not a complete list of legal or ethical questions an employee
might face in the course of business, and therefore, this Code must be applied using common sense and good judgment.
When you have doubts about the application of a standard or where we have not addressed a situation that presents an
ethical issue, you should seek guidance from your immediate supervisor, your Management Team member or from
C2's President. In addition, each of us has a duty to report behavior on the part of others that appears to violate
this Code or any other compliance policy or procedure of the Company.
All supervisory and management personnel, including all officers and directors of C2, have a special responsibility
to lead according to the standards in this Code, in both words and action. Our supervisory and management personnel are also
expected to adhere to and promote our open door policy. This means that they are available to anyone
with ethical concerns, questions or complaints. We also maintain a confidential hot line that you can e-mail
those concerns, questions or complaints, the details of which are set out at the end of this Code. All concerns,
questions and complaints will be taken seriously and handled promptly, confidentially and professionally.
No retaliation will be taken against any employee for raising any concern, question or complaint in good faith.
The following standards of conduct will be enforced at all organizational levels. This Code is applicable to all employees,
officers and directors of C2. Unless the context otherwise requires, in this Code we refer to such individuals as
“employees.” Anyone who violates these standards of conduct will be subject to prompt disciplinary action, up
to and including termination.
Compliance with Laws, Rules and Regulations
It is C2's policy to be a good corporate citizen. Wherever we do business, employees of the
Company are required to comply with all applicable laws, rules and regulations. This means following
the spirit of the law and doing the right, ethical thing even when the law is not specific. The standards
in this Code must of course be interpreted in light of the law and practices of the cities and states
where we operate, as well as good common sense. If a law conflicts with a policy in this Code, you must
comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with
the Code. Reasons such as “everyone does it” or “it's not illegal” are unacceptable as excuses for violating our Code.
Conflicts of Interest
A conflict of interest occurs whenever our private interests interfere with the interests of C2. In order for
C2 to carry out its business effectively, it must be assured of its employees' loyalty. Employees must therefore
refrain from entering into relationships that might impair their judgment as to what is best for C2. Even relationships
that give the appearance of a conflict of interest should be avoided.
There are many different ways in which conflicts of interest arise. For example, personal financial interests,
obligations to another company or governmental entity or the desire to help a relative or friend are all factors
that might divide our loyalties. To clarify what we mean, we have set out below examples of the most common types
of conflict of interest.
Employees who believe it is not possible to avoid a conflict of interest must bring this to the attention of,
and make full written disclosure of the surrounding circumstances to, their immediate supervisor, who should in
appropriate circumstances bring it to the attention of the President of C2.
Outside Employment and Directorships
Employees may not work for or receive compensation for services from any competitor, client,
or vendor without the approval of C2's President. In addition, they may not serve on the board
of directors of a for-profit company that is a competitor of or has business dealings with C2 or
of a governmental agency without Company Approval (as defined herein). Even where approval is granted,
employees must take appropriate steps to separate Company and non-Company activities. C2's President
will assist you in determining what steps are appropriate.
Investments
Employees of C2 may not have financial interests in any competitor, client, or vendor where this
would influence, or appear to influence, their actions on behalf of the Company. Notification to
C2's President is required if an employee and/or an immediate family member owns more than 3% of
the stock of a competitor, client or vendor. If there is any doubt about how an investment might be
perceived, you should discuss it in advance with your immediate supervisor or C2's President.
Using the Company's Time and Assets for Personal Benefit
You may not perform non-Company work for a for-profit company or solicit that work on C2's
premises or while working on C2's time, including any paid leave you are granted by the Company.
Also, you are not permitted to make personal use of C2 assets (including equipment, computers,
telephones, materials, resources or proprietary information), which interferes with work duties
or violates any company policy.
Loans to Employees
Loans to and guarantees of obligations of employees incurred for personal
reasons can also present conflicts of interest.
Acceptance of Gifts and Entertainment
The acceptance of gifts and entertainment by employees or members of their family
may present a conflict of interest. While employees are permitted to accept gifts
of nominal value, such as unsolicited promotional items, they are prohibited from
accepting anything that might reasonably be deemed to affect their judgment or that is accompanied
by any express or implied understanding that the recipient is in any way obligated do to something
in exchange for the gift. Similarly, with the agreement of C2's President, employees may accept entertainment,
but only insofar as it is reasonable in the context of the business at hand and facilitates the Company's
interests. Employees are prohibited from soliciting gifts, gratuities or business courtesies for the benefit
of any family member or friend.
Family Members and Close Personal Relationships
C2's standards of conduct are not intended to intrude on our personal lives.
Situations may arise, however, where our relationships with family members and
friends create conflicts of interest. Employees who have family members or friends that
work for businesses seeking to provide goods or services to the Company may not use their
personal influence to affect negotiations.
Public Service
We encourage our employees to be active in the political and civic life of their communities,
including charitable or educational activities. When doing so and making any public communication,
you should clarify that your views are yours individually and are not being expressed as an employee of C2.
Your participation in or service to the community may also at times place you in a situation in which a
conflict of interest with C2 could arise. This could occur, for example, where the community is engaged
in a negotiation with the Company for goods or services or with respect to some other matter. The law may
require or permit you to abstain from any decision where these circumstances exist, depending on your
position within the Company and other factors. Before participating in such a decision, you should seek
advice from legal counsel for the community and C2's President and should in any event make it clear
to the responsible persons that you are an employee of C2. If you do abstain, you should make it clear that
your action is to avoid a potential conflict of interest or the appearance of one.
You may not make any political contribution as a representative of C2. You must also avoid lobbying
activities or even the appearance of lobbying any governmental body or public official as a representative
of C2 without the express approval of C2's President.
Corporate Opportunities
Employees may not appropriate to themselves, or to any other person or organization, the benefit of
any business venture, opportunity or potential opportunity that they learn about through the use of
corporate property, information or position and that is in the Company's line of business without first
obtaining Company Approval. No employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with C2 directly or indirectly. Employees, officers and directors
owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
Confidential and Proprietary Information
Information is a valuable corporate asset. All employees have a duty to safeguard confidential and proprietary
information about C2 and information that our vendors, clients and worksite employees have entrusted to us.
Generally speaking, confidential and proprietary information is information that has not been disclosed to
the general public or that gives our business an advantage over our competitors or could expose us, our
clients or worksite employees to harm or liability if disclosed. Common examples include patents,
trademarks and trade secrets, as well as financial information, corporate strategy and information about
our clients, worksite employees and vendors. Employees who are unsure about whether information should be
treated as confidential or proprietary must consult with their immediate supervisor or C2's President. The
obligation to preserve confidential information continues even after employment ends.
Fair Dealing
C2 is committed to dealing fairly and honestly with its clients, vendors, competitors and employees,
and each employee should endeavor to deal fairly with each of them. No one should take unfair
advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation
of material facts, or any other unfair-dealing practice.
Our Clients
Doing business in an honest and fair manner with our clients means that we must earn and retain
their business based on the quality of our services and our ability to fulfill our commitments.
Employees may not offer clients any cash payments or any benefits or rewards that violate applicable
law or our business practices or policies or that have more than nominal value without Company Approval.
Our Vendors
Doing business in an honest and fair manner with our vendors means that employees responsible for buying or
leasing materials and services on behalf of the Company must do so objectively. We choose to deal with our
vendors on the basis of the price, quality and desirability of their goods and services. Employees must not
accept or seek out any benefit from a vendor or potential vendor that would even appear to compromise their
judgment. In addition, it is against Company policy to require that vendors give up trade with our competitors
or purchase our services in order to continue their relationship with us, unless there is a legitimate business
purpose for doing so. Failure to adhere to this policy could also constitute a violation of antitrust laws.
Our Competitors
It is C2's policy to compete solely on the merits of our services. Accordingly, false or misleading statements or
innuendo about our competitors or their services will not be tolerated. All comparisons of our services with those
of our competitors must be accurate and factually supported.
Employees are strictly forbidden from using any illegal or unethical methods to gather competitive information.
This includes stealing proprietary information or trade secret information or attempting to induce disclosure of
such information by past or present employees of other companies. Anyone with even the slightest concern about the
legality of information they possess or the means by which it was gathered should consult with C2's President.
Employees should treat information about our competitors with sensitivity and discretion.
Our Employees
C2 recognizes that its employees are its most valuable resource. The Company values the
contributions that each of its employees makes and is committed to treating every
employee with respect. This includes preserving the confidentiality of employee records,
refraining from unwarranted intrusions into employees' privacy and supporting to the greatest
extent possible employees' aspirations in the workplace.
Competition Restrictions
Federal and state laws govern the ways in which C2 may compete. The purpose of these laws
(sometimes known as “competition” or “antitrust” laws) is to prevent interference with a competitive market system.
Under these laws, companies or individuals may not enter into formal or informal agreements with other companies or
individuals or engage in certain other activities that unreasonably restrict competition. Illegal practices can include,
among others, price fixing, allocating clients or territories or unlawfully abusing a dominant market position.
In contacts with competitors, employees are generally prohibited from discussing competitively sensitive
information, such as pricing policies, contract terms, costs, marketing and product plans, market surveys
and other proprietary or confidential information. Such discussions or any collaboration with a competitor
about competitively sensitive matters can be illegal. While discussions of some sensitive information may,
under certain circumstances, be permissible, no such discussions with competitors should take place without
prior approval of C2's President. Employees are required to report promptly to C2's President any
instance in which a competitor has raised any of these topics or otherwise suggested collaboration with respect
to any of them.
Protection and Proper Use of Company Assets
C2's success requires a commitment on the part of all of its employees to the proper allocation
and use of its assets, tangible and intangible. Theft, carelessness and waste have a direct
impact on C2's profitability. For these purposes, the Company's assets include equipment,
supplies, real estate, tools, funds, computer systems and equipment, computer software, computer
data, vehicles, records or reports, designs, databases, marketing and service information, non-public
information, client and worksite employee information, intellectual property or other sensitive information
or materials and telephone, voice mail or e-mail communications, as well as Company funds in any form.
We have a duty to protect the Company's assets from loss, damage, misuse, theft or sabotage. We must also
ensure the efficient use of the Company's assets. The Company's assets are to be used for business purposes
only. Management must approve any use of C2 assets or services that are not solely for the Company's benefit,
other than incidental personal use that does not create any additional costs for the Company, interfere
with work duties or violate any company policy.
Accurate Books and Records
Federal law requires C2 to make sure that its books and records accurately and fairly represent
transactions and dispositions of our assets in reasonable detail. In all of our operations,
it is a violation of company policy, and possibly illegal, for any employee to cause our books
and records to be inaccurate in any way. Employees must never create or participate in the creation
of records that are misleading or artificial. Employees are expected to cooperate fully with our
internal and independent auditors. In particular, all employees must strictly respect the following requirements.
Access to Company Assets, Transactions on Management's Authorization
Access to Company assets is permitted only in accordance with management's general or specific
authorization and transactions must be executed only in accordance with management's general
or specific authorizations. Transactions involving C2 must be recorded to permit preparation of
our financial statements in conformity with generally accepted accounting principles and related
requirements and to maintain accountability for C2's assets.
Accurate Books
All Company books and records must be true and complete. False or misleading entries are
strictly prohibited, and the Company will not condone any undisclosed liabilities or
unrecorded bank accounts or assets established for any purpose.
Proper Payments
No employee may authorize payment of Company funds knowing that any part of the payment will be
used for any purpose other than the purpose described in the documents supporting the payment.
Appropriate Controls
Administrative and accounting controls must be maintained to provide reasonable assurance
that C2 is in compliance with the above requirements and that financial and other reports
are accurately and reliably prepared, and fully and fairly disclose all required or otherwise
material information.
Equal Employment Opportunity and Harassment
C2 provides equal employment opportunities to all employees and applicants without regard to race, color,
religion, sex, sexual orientation, national origin, age, disability, military status, marital status
or status as a Vietnam-era or special disabled veteran in accordance with applicable federal and state laws.
In addition, C2 complies with applicable state and local laws governing nondiscrimination in employment
in every location in which the Company has facilities. This policy applies to all terms and conditions of
employment, including, but not limited to, hiring, placement, promotion, termination, layoff, recall, transfer,
leaves of absence, compensation and training.
It is the policy of C2 to maintain a working environment which encourages mutual respect, promotes respectful
and congenial relationships between employees and is free from all forms of harassment of any employee or
applicant for employment by anyone, including supervisors, co-workers, vendors, or clients. Harassment in any
manner or form is expressly prohibited and will not be tolerated by C2. Accordingly, Company management is
committed to vigorously enforcing this policy against harassment, including but not limited to sexual harassment,
at all levels within the Company.
Health and Safety
C2 strives to provide its employees with a safe and healthy work environment.
We are all responsible for helping to achieve this goal by following safety and health rules.
Employees must learn the safety procedures applicable to their jobs and abide by them.
Payments to Government Personnel
Practices that are considered acceptable in the commercial business environment, such as providing meals,
transportation, entertainment or other things of value, may violate certain local, state or federal
laws when we are dealing with governmental agents. Employees must not give anything of value to governmental
agents if this could be interpreted as an attempt to obtain favor on behalf of the Company. Consult C2's
President if there is any uncertainty about permitted interactions with governmental agents.
The Foreign Corrupt Practices Act generally prohibits giving money or anything of value to foreign
government officials, foreign political parties or candidates for foreign political office for the
purpose of influencing such persons or a foreign government. This includes making any payments through
intermediaries, such as sales representatives or consultants. Before making any payment or giving anything
of value to a foreign official, employees should consult with C2's President. Violations of the FCPA
can result in stiff civil and criminal penalties for both the Company and the individuals involved.
Commercial bribery of any nature is a violation of C2 policy and is illegal under state and federal law.
Employees are strictly prohibited from offering any form of bribe, kickback or inducement to any person.
Government Investigations
C2 will cooperate fully with any governmental investigation. Any employee who reasonably believes that
a government investigation or inquiry may be threatened or under consideration with respect to any of
the Company's operations or practices should so notify C2's President and provide the basis for such belief.
Routine dealings with the government, such as our tax audits and environmental inspections, are not covered
by this standard.
Waivers of and Approval Under the Code of Business Conduct and Ethics
Any request for a waiver of any standard in this Code may be granted only by C2's President.
All employees should be aware that the Company generally will not grant such waivers and will do
so only when good cause is shown for doing so.
Unless otherwise specified in this Code, “Company Approval” means the approval of C2's President.
Reporting Illegal or Unethical Behavior
Any suspected or actual violations of this Code, any applicable law, rule or regulation, our
contractual undertakings or any other unethical behavior should be reported immediately to your
immediate supervisor, appropriate Management Team member, and C2's President. C2 will not retaliate
against any employee for reporting suspected violations of laws, regulations or company policies.
This means that C2 will not terminate, demote, transfer to an undesirable assignment, or otherwise
discriminate against an employee for calling attention to suspected illegal or unethical acts.
This protection extends to anyone giving information in relation to an investigation. However, C2
reserves the right to discipline anyone who knowingly makes a false accusation, provides false
information to the Company or has acted improperly.
Audits, Investigations, Disciplinary Action
C2 will conduct periodic audits of compliance with this Code. Allegations of potential wrongdoing
will be investigated by the proper corporate official and C2's President. All employees are
required to cooperate fully with any internal or external investigation. Employees must also maintain
the confidentiality of any investigation and related documentation, unless specifically authorized by
C2's President to disclose such information.
Appropriate disciplinary penalties for violations of this Code may include counseling, reprimand,
warning, suspension with or without pay, demotion, salary reduction, termination and restitution.
Disciplinary action may also extend to a violator's supervisor insofar as the Company determines
that the violation involved the participation of the supervisor or reflected the supervisor's lack
of diligence in causing compliance with this Code. Any person who takes any action whatsoever in retaliation
against any employee who has in good faith raised any question or concern about compliance with this Code
will be subject to serious sanctions, which may include termination.
Employees are reminded that the Company's document retention policies strictly prohibit the destruction or
alteration of documentation undertaken with the intent to obstruct any pending or threatened investigation
or proceeding of any nature or in contemplation of a proceeding.
Where to Turn for Advice
Employees who have questions about this Code of Business Conduct and Ethics should turn to their
immediate supervisors in the first instance and then to their Management Team member. C2's open door
policy gives employees the freedom to approach any member of management with ethical questions or
concerns without fear of retaliation. The Company has also established a hot line, which can be accessed by phone at 1-877-261-0170 or
by e-mail at
(ethics@c2portfolio.com). Employees who use the hot line are guaranteed confidential treatment.
All employee communications made in good faith will be treated promptly and professionally and without the
risk of retaliation or retribution.