ETHICS AND INTEGRITY POLICY

I. Your Personal Commitment To Ethical Conduct.

TSD expects the highest standard of ethical conduct and fair dealing from its employees. Our reputation is our most valuable asset, and we must continually earn the trust, confidence and respect of our customers and our community.

This Policy provides general guidance on the ethical principles that we all must follow. Every employee must read and understand this Policy. However, no one Policy can anticipate all situations. We must all depend on the basic honesty and good judgment of every individual and be cognizant of the way others see us and may interpret our actions.

If you have any questions about this Policy, it is your responsibility to consult your Call Center Manager, Human Resource Manager, or the Chief Administrative Officer. Exceptions to this Policy may be made only in writing by TSD’s President and Chief Executive Officer.

 

II. Compliance with Laws and TSD Policies.

All TSD-related activities are to be conducted in compliance with the letter and spirit of applicable laws and TSD policies. Employees are responsible for familiarizing themselves with all applicable laws, rules, regulations and TSD policies affecting their work. Employees should have a basic understanding of the issues covered by each policy and a detailed understanding of all policies that apply to their jobs.

 

III. Conflicts of Interest.

Employees must avoid any situation that does or may involve a conflict between their personal interests and the best interests of TSD. To this end, employees must scrupulously avoid even the appearance of a conflict between personal interests and those of TSD.

TSD does not seek to gain any improper advantage through the use of gifts, entertainment, gratuities and other courtesies. Similarly, TSD does not want the impartial judgment of its employees compromised through the receipt of such courtesies. The giving or acceptance of cash; gifts of more than nominal value; excessive entertainment; discounts or other benefits other than those generally available to the public or all TSD employees; and most loans from present or prospective competitors, customers, suppliers, partners, licensees or other outside concerns that do or seek to do business with TSD are prohibited. In addition; gifts, entertainment, gratuities and other courtesies should be offered or accepted only to the extent such are ordinary and customary; reasonable in the context; not lavish as measured by reasonable standards in the business community; properly reflected on TSD’s financial records; consistent with all applicable laws and policies of TSD; and could not reasonably be construed as a bribe or payoff or perceived as influencing an employee’s judgment or impartiality.

Gifts to, or entertainment of, government employees involves special rules, laws and regulations. With very limited exceptions, gifts to or entertainment of government employees is prohibited. Employees should seek advice from the Chief Administrative Officer when considering giving a gift to or entertaining any government employees.

Any outside activities, financial interests, relationships, receipt of gifts, or other situations that do or may involve a conflict of interest, or even the appearance of impropriety, must be promptly disclosed in writing by the employee to the Chief Administrative Officer. The Chief Administrative Officer will provide each disclosing employee with further guidance to ensure that TSD and the employee fully comply with this conflicts policy.

 

IV. Use and Protection of TSD Assets.

Internal Controls

 

TSD has established internal control standards and procedures to ensure that assets are protected and properly used and that records and reports are accurate and reliable. Employees share the responsibility for maintaining and complying with required internal controls.

 

Reporting Integrity

 

All TSD financial reports, accounting records, research reports, sales reports, client contracts, expense reports, time sheets and other documents must accurately and clearly represent the relevant facts or the true nature of a transaction. Improper or fraudulent accounting, documentation, or financial reporting are contrary to TSD policy and may also be in violation of applicable laws. Intentional accounting misclassifications and improperly accelerating or deferring expenses or revenues would be examples of unacceptable reporting practices.

 

Travel and Entertainment

Travel and entertainment should be consistent with the needs of the business. TSD’s intent is that an employee neither loses nor gains financially as a result of business travel and entertainment. Employees are expected to spend TSD’s money as carefully as they would their own.

 

Employees who approve travel and entertainment expense reports are responsible for the propriety and reasonableness of expenditures, for ensuring that expense reports are submitted promptly, and that receipts and explanations properly support reported expenses.

 

 

Confidential and Proprietary Information

TSD employees are required to protect TSD’s intellectual property, and act responsibly with the sensitive information of competitors, clients and other stakeholders. Information created by TSD in the conduct of its business – such as customer or supplier information, employee data, financial data, research data, strategic plans, statistical information or trade secrets – is considered confidential and proprietary. Information of a private and sensitive nature must be controlled and protected to prevent arbitrary and careless disclosure. TSD confidential information should not be disclosed to persons outside TSD, including family members, and should only be shared with other TSD employees or representatives who have a “need to know.” TSD confidential or proprietary information gained from your employment should not be used for personal purposes or for the benefit of persons outside TSD. You should take adequate care to ensure that confidential information is not misused. Employees must not transfer outside TSD confidential electronic mail messages or any message intended for internal use. TSD confidential information should not be sent over the Internet without proper security measures in place.

 

Financial Reporting and Records

It is the duty of every employee to maintain the accuracy and reliability of TSD’s business records. These records are crucial for compliance with regulatory, tax and financial reporting requirements. Employees who enter information into a business record regulatory or financial report are responsible for doing so in a truthful, accurate, legible and timely manner.

 

These records serve as a basis for managing our business and are important in meeting obligations to employees, customers and others, as well as for compliance with tax and financial reporting requirements. Additionally, they are critical to good corporate decision-making. These records may be in the form of client contracts, billings, employee time records, and TSD financial records. Our policy is to comply with U.S. generally accepted accounting principles and all applicable laws and regulations. Our integrity should never be compromised in order to achieve financial results. If any employee ever has concerns about any aspect of TSD’s financial disclosures, the employee should discuss these concerns immediately as detailed by this policy.

 

 

V. Reporting of Concerns.

One of the most important responsibilities each employee has is the obligation to raise a concern about a possible violation of this Policy. Sometimes it may seem difficult to raise such a concern. Some may feel that it is a breach of personal ethical standards to do so. If you experience that sense of conflict, it is important to remember the tremendous harm that not raising a concern can cause, including: (i) serious damage to the health, safety and well-being of you, your fellow employees, TSD as a whole, our customers and the communities in which we operate, (ii) the loss of confidence in TSD by customers, governments and neighbors, and (iii) huge fines, damage awards and other penalties against TSD as well as fines and/or prison sentence against individual employees.

 

Those are the reasons TSD requires that employees not remain silent when they have a legal or ethical concern. The point of raising a concern is not to get a friend in trouble, but to protect a colleague and the company from potential harm.

 

TSD offers you many ways to get answers to your questions about legal and ethical issues and to raise any concern about what might be a violation of this Policy. Within your facility, you may report concerns to the Call Center Manager or to your Human Resources Representative. You also have the option of reporting your concern to TSD’s Chief Administrative Officer. The Chief Administrative Officer can be reached toll free in the United States by calling 888-646-6626.

You are welcome to raise your concern orally or in writing, and if you prefer, you can do it anonymously through the Chief Administrative Officer. 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. You should raise your concerns to the highest level of the organization necessary for you to receive understanding and feel satisfied the concerns have been addressed.

 

 

VI. Compliance.

Employees who violate the spirit or letter of this Policy are subject to disciplinary action deemed appropriate by TSD up to and including termination of employment. The following are examples of prohibited conduct that will result in discipline:

 

  • Actions that violate the Policy;
  • Requesting others to violate the Policy;
  • Failure to promptly raise a known or suspected violation of the Policy;
  • Failure to cooperate in any investigation of possible violations of the Policy;
  • Retaliation against another employee for reporting an integrity concern;
  • Failure to demonstrate the leadership and diligence needed to ensure compliance with the Policy and applicable law; and
  • Intentionally reporting a violation of this Policy which is false or misleading.

Violations of this Policy can also mean breaking the law, potentially subjecting you and TSD to criminal penalties (fines, jail sentences or both) and civil sanctions (damage awards or fines).