Business conduct policy
Telesign Corporation (“Telesign”) conducts business ethically, honestly, and in full compliance with applicable laws and regulations. Acting with integrity and doing the right thing are driving forces behind our success. All of our employees, officers, and directors must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.
Scope of policy
This Business Conduct Policy (“Policy”) and its principles apply to employees, independent contractors, consultants, and others who do business with Telesign. This Policy does not cover every issue that may arise, and represents the minimum baseline of acceptable business conduct and ethics at Telesign. You are expected to:
- understand and apply these principles of conduct, other Telesign policies, and legal requirements applicable to your position, and then determine the appropriate course of conduct;
- seek guidance when in doubt about how to proceed from your manager, the People Team, Telesign’s Chief Legal Officer or the Chief Financial Officer;
- comply with this Policy, its principles and all applicable legal requirements;
- observe the highest ethical standards of business conduct in your dealings with Telesign’s customers, suppliers, partners, service providers, competitors, employees, and anyone else with whom you have contact in the course of performing your job; and
- notify your manager, the People Team, Telesign’s Chief Legal Officer or the Chief Financial Officer if you have knowledge of a possible violation of this Policy, other Telesign policies or legal or regulatory requirements.
Failure to comply with this Policy, or failure to report a violation, may result in disciplinary action up to and including termination of employment or the end of your working relationship with Telesign.
B. Individual conduct
Compliance with Laws, Rules, and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which Telesign’s ethical standards are built. All employees, officers, and directors must respect and obey the laws, rules, and regulations of all relevant jurisdictions, including but not limited to, the cities, counties, states, and countries in which we operate.
Although employees, officers, and directors are not expected to know the details of each of these laws, rules and regulations; it is important to know enough to determine when to seek advice from managers or other appropriate personnel. If you are uncertain about any law, rule, or regulation, you should contact your manager, the People Team, the Chief Legal Officer, or the Chief Financial Officer.
Conflicts of Interest
A conflict of interest exists when a person’s private interest interferes in any way, or even appears to interfere, with the interests of Telesign. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to objectively and effectively perform his or her work for Telesign. Do not conduct Telesign business with family members or others with whom you have a significant personal relationship. It does not matter whether you were originally unaware of the conflict; if you discover a conflict during or after-the-fact you must report it and discontinue the arrangement or activity.
Conflicts of interest may also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits due to his or her position in the company. You should not use your position at Telesign to obtain favored treatment for yourself, family members or others with whom you have a significant personal relationship.
Other examples of actual or potential conflicts of interest include:
- Telesign loaning money to, or guaranteeing obligations of, Telesign’s personnel or their family members;
- Working as an employee, consultant, or director of a competitor, customer, or supplier of Telesign; or
- A romantic or other personal relationship between co-workers when one person is able to influence employment decisions or other benefits affecting the other. If you find yourself in such a workplace relationship, you must notify the People Team so they may assist you in resolving any potential conflicts. Employees should not allow their relationships to disrupt the workplace or interfere with their work or judgment.
Do not give, receive, or request preferential treatment for yourself, your family, or others who are close to you, and avoid situations that would raise the suspicion of preferential treatment. The best policy is to avoid any direct or indirect business connection with Telesign’s customers, suppliers, or competitors, except on Telesign’s behalf.
Conflicts of interest are strictly prohibited as a matter of company policy, except as authorized by the Nominating and Governance Committee of Telesign’s Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your manager, the People Team, the Chief Legal Officer, or the Chief Financial Officer. Any employee, officer, or director who becomes aware of a conflict or potential conflict must report it immediately to a manager or the Chief Legal Officer.
Outside Employment and Inventions
Employees must notify their manager before taking any other employment. In addition, any employee (full-time or part-time) who obtains additional outside employment, has an outside business, or is working on an invention must comply with the following rules.
- use any assets of Telesign for any other job, outside business, or invention. This includes using Telesign’s workspace, phones, computers, Internet access, copy machines, and any other Telesign assets or services;
- use your position at Telesign to solicit work for your outside business or other employer, to obtain favored treatment, or to pressure others to assist you in working on your invention;
- participate in an outside employment activity that could have an adverse effect on your ability to perform your duties at Telesign; or
- use Telesign’s confidential information to benefit any other employer, outside business, or invention.
Before participating in inventions or businesses that are in the same area as your work for Telesign or that compete with or relate to Telesign’s present or reasonably anticipated business, products, or services, you must have written permission from your manager and the Chief Legal Officer.
Public Speaking, Press Inquiries and Publications
All public speaking engagements that relate to Telesign’s business or products must be pre-approved by your manager and by the CEO or a member of the executive staff. If you receive approval to make a public presentation at a business meeting or conference, you may not request or accept any form of personal compensation from the organization that requested the presentation. This does not prohibit accepting reimbursement for expenses, if approved by your manager.
All inquiries from the press or the financial analyst community must be referred to the Chief Executive Officer, the ChiefFinancial Officer, Chief Marketing Officer or the Chief Legal Officer.
If you author an article or other publication, do not identify yourself in the publication as a Telesign employee without prior approval from the Chief Legal Officer.
Discrimination,Retaliation, and Harassment
The diversity of Telesign’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, color, religion, sex, national origin, age, disability, or any other protected class under applicable federal, state, and local laws. Telesign will not tolerate discrimination or harassment of employees or non-employees with whom we have a business, service, or professional relationship. This applies to interactions with employees, customers, suppliers, and applicants for employment, and any other interactions where you represent Telesign. Please be aware that discrimination and harassment may take any form—verbal, physical or visual—and includes slang or joking in ways that may be offensive to others, as well as bullying. We expect you to do what you can to stop others from engaging in such behavior. We prohibit retaliation against anyone who makes a good-faith complaint or participates in an investigation of such a complaint.
Employees must comply with all anti-discrimination, anti-retaliation, and anti-harassment laws, whether local, state or federal.
If any employee, officer, or director believes he or she has been harassed by anyone at Telesign, he or she should immediately report the incident to his or her manager or the Chief Legal Officer. Similarly, managers who learn of any such incident should immediately report it to the People Team. The People Team will promptly and thoroughly investigate any complaints and take appropriate action.
Telesign is committed to protecting data privacy and keeping personally identifiable information (“Personal Data”) secure. We collect, access, use, store, retain, transfer, and share our customers’ Personal Data only for legitimate business purposes and always in accordance with our privacy, information security, and retention policies, as well as applicable laws.
As part of your job, you may have access to Personal Data of Telesign customers, employees, or applicants, including information regarding personal contact information, unique identifiers such as their IP address, employment history, compensation, health information, or performance and disciplinary matters. This information is confidential, and you must take appropriate measures to safeguard this information in line with Telesign’s Privacy and Information Security Policies.
Personal Data must only be shared internally with those who have a business need to know, and any sharing of customer Personal Data with external parties must be approved by the Privacy Office.
Additionally, retention and storage of Personal Data must be kept and deleted in accordance with Telesign’s Retention Policy.
Alcohol, Drugs, and a Smoke Free Environment in the Workplace
Employees are prohibited from manufacturing, distributing, dispensing, possessing, using, or being under the influence of illegal drugs in the workplace. Use of alcohol or medications on the job or before work can cause safety issues, damage customer relations, and hurt productivity and innovation. Use good judgment and keep in mind that you are expected to perform to your full ability when working for Telesign.
Alcohol consumption at the workplace is permitted if it is served at an event sanctioned by a member of the executive staff. Nevertheless, you are reminded that when consuming, to do so responsibly and in moderation. The responsibility for proper consumption and for compliance with applicable laws rests with you. Additionally, you should not return to any key work after consumption if your ability and judgment are impaired.
C. Responsibilities to Telesign
Protection and Proper Use of Telesign Assets
Our assets include everything that Telesign owns and uses to conduct business. This can include intangible assets such as trade secrets, confidential information, business plans and ideas, as well as electronic resources and equipment that may be provided to employees such as laptops and communications platforms.
Physical, electronic, and information assets must be used responsibly at all times and Telesign’s Global Information Security Policy, established security controls and legal practices must be followed at all times.
Employees should be aware that things written, sent or downloaded on Telesign systems may be monitored in line with achieving Telesign’s legitimate interest in protecting its assets. For more information, please see the Global Information Security Policy and Employee Privacy Notice.
All employees, officers, and directors should protect Telesign’s assets and ensure their efficient use. Such protection includes properly securing, labeling, and (when appropriate) disposing of confidential material. Theft, carelessness, and waste have a direct impact on Telesign’s profitability and are prohibited. Any suspected incident of fraud or theft, including theft of time, should be immediately reported for investigation. All Telesign assets should be used only for legitimate business purposes, though incidental personal use may be permitted.
Follow Telesign’s procurement procedures when acquiring goods or services, and use Telesign assets only for legal and ethical purposes. Before disposing of Telesign assets, discuss your plans with your manager, get approval and follow applicable Telesign policies.
The obligation of employees, independent contractors, officers, and directors to protect Telesign’s assets includes Telesign’s proprietary information. Employees, officers, and directors must maintain the confidentiality of proprietary information entrusted to them by Telesign or its customers or suppliers, except when disclosure is authorized in writing by the Chief Legal Officer or Chief Financial Officer, or as required by laws or regulations.
Proprietary information includes all non-public information of Telesign that might be of use to Telesign’s competitors or harmful to Telesign or its customers, suppliers or partners if disclosed. Proprietary information also includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records and any unpublished financial data or reports in whatever form or media, whether or not marked as “confidential” or “proprietary.” Our obligation of confidentiality extends to information that suppliers and customers have entrusted to us. Information that has been made public by Telesign, such as through press releases, news articles or advertisements, is not considered confidential and does not require protection.
It is the responsibility of each of us to use discretion in handling proprietary information so that we do not inadvertently reveal confidential proprietary information to competitors, vendors, suppliers, friends and/or family members. If you are unsure about whether certain information is confidential, presume that it is. The obligation to preserve proprietary information continues even after your employment ends with Telesign. Unauthorized use or distribution of proprietary information is prohibited under this Policy and could also result in civil and/or criminal penalties.
Logo and Trademarks
The Telesign name, names of products, services, taglines, and logos collectively create the Telesign identity. Before publicly using the Telesign name, product names, service names, taglines, or the Telesign logo, review Telesign’s applicable trademark usage guidelines on how names and logos can be used and presented (for example, the size of the Telesign logo and approved colors). Before using the product names, service names, taglines, or logos of third parties, check with the Chief Marketing Officer or Chief Legal Officer.
Inventions, Patents, and Copyrights
Telesign’s practice is to consider patenting the inventions of its employees, regardless of whether the inventions are implemented in actual products. If you are involved in product development, you should contact the Chief Technology Officer or Chief Legal Officer regarding the patentability of your work or refer to the Patent Incentive Program. Be alert to possible infringement of Telesign’s patents and bring any possible infringements directly to the Chief Legal Officer.
All business expense accounts must be documented and recorded accurately in a timely manner. If you are unsure whether a certain expense is legitimate, ask your manager. Policy guidelines are available from the Chief Financial Officer or refer to the Travel and Expense Policy.
Money laundering is the process by which individuals or organizations use transactions to conceal illicit funds or make such funds look legitimate. Money laundering is strictly prohibited. The laws in certain countries require Telesign to report suspicious activity. If you deal directly with customers or vendors, the following examples may be indications of potential money laundering:
- attempts to make large payments in cash;
- payments made by someone or a company who is not a party to the contract;
- requests for payment amounts that differ from what is required in the contract;
- requests for payment amounts that differ from what is required in the contract;
- payments made in currencies atypical given the circumstances of the transaction or that differ from what is specified in the contract;
- payments from an unusual, nonbusiness account; or
- transactions forming an unusual pattern such as many repetitive cash payments.
Accuracy of Records and Reports
Telesign requires accurate reporting of information in order to make responsible business decisions. Accurate records are critical to meeting Telesign’s legal, financial, and management obligations. Ensure that all records and reports, including timecards, customer information, technical and product information, correspondence and public communications, are full, fair, accurate, true, timely, and understandable. Never misstate facts, omit critical information, or modify records or reports in any way to mislead others, and never assist others in doing so.
All of Telesign’s books, accounts and financial statements must be maintained in reasonable detail, must accurately reflect Telesign’s transactions and must conform both to legal requirements and to Telesign’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by law or regulation.
Records & Information Management and Legal Hold
As a Telesign employee or independent contractor, you have a responsibility to manage Telesign’s records and information. Business records and communications often become public, and we should be careful to be accurate and thoughtful in what we say to avoid misunderstandings. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Telesign’s record retention policies. In accordance with those policies, Telesign may need to retain records and information beyond the period they would normally be kept. The most common reasons are litigation, other legal matters, or audits.
In these situations, retention and preservation of records and information is critical. If you have records and information that may be required for litigation or other legal matters, Telesign Legal will place those documents on a legal hold, meaning the records and information cannot be altered, destroyed, deleted, or modified in any manner. The Chief Legal Officer will notify the individuals most closely identified with the records and information about the legal hold and will provide instructions for retaining the records and information. Recipients of a legal hold must ensure that these instructions are followed. A legal hold remains in effect until you are notified by Telesign Legal in writing.
D. Business relationships
Competition and Fair Dealing
Telesign seeks to fairly and honestly outperform our competition. Telesign seeks competitive advantages through superior work effort but never through unethical or illegal business practices.
Each employee, officer and director should endeavor to respect the rights of and deal fairly and respectfully with Telesign’s customers, suppliers, competitors and employees. No employee, officer or director should take advantage of anyone through unfair dealing practices such as manipulation, concealment, abuse of privileged information, misrepresentation of material facts, collusion with competitors on pricing and other terms, violating fair bidding practices including bidding quiet periods, providing information to benefit one vendor over others, or any other illegal trade practice.
Third Party Information
Customers, suppliers, and others disclose confidential information to Telesign for business purposes. It is the responsibility of every employee to protect and maintain the confidentiality of this information. Failure to protect customer and third-party information may damage relations with customers, suppliers, or others and may result in legal liability.
Third Party Intellectual Property
It is Telesign’s policy not to knowingly use the intellectual property of any third party without permission or legal right. Stealing or otherwise taking proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited and potentially illegal. If you are told or suspect that Telesign may be infringing on any intellectual property right owned by a third party, you should contact the Chief Legal Officer.
Giving and Receiving Gifts
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers or suppliers and against competitors. No gift or entertainment should ever be offered, given, requested, provided or accepted by any Telesign employee, officer or director, family member of an employee, officer, director or agent unless:
- it is not a cash gift or equivalent to a cash gift;
- it is consistent with customary business practices;
- it is not excessive in fair market value or does not exceed US$150, whichever is lower;
- it cannot be construed as a bribe or payoff; and
- the giving and receipt of the gift does not violate any laws, regulations or applicable policies of the other party’s organization.
Please discuss with your manager or the Chief Legal Officer any gifts of significant value or proposed gifts if you are not certain whether they are appropriate or legal.
Competition and Trade Practices
Antitrust laws are intended to preserve a free and competitive marketplace. Telesign requires full compliance with these laws. Antitrust laws are complex and can be difficult to understand. Employees, officers, and directors should seek advice from the Chief Legal Officer when dealing with antitrust issues.
You must not:
- discuss with competitors how the company prices, markets, services or otherwise competes;
- share confidential business information with our competitors;
- engage in any conduct that could unreasonably restrict our competitors’ access to the market; or
- engage in price fixing, bid rigging, allocation of markets or customers, or similar illegal activities.
Telesign will fully cooperate with law enforcement and other agencies to pursue anyone engaged in illegal activities to protect Telesign’s reputation.
Side Deals or Side Letters
All the terms and conditions of agreements entered into by Telesign must be formally documented. Contract terms and conditions define the key attributes of Telesign’s rights, obligations, and liabilities and can also dictate the accounting treatment given to a transaction. Making business commitments outside of the formal contracting process through side deals, side letters, or otherwise is unacceptable. You should not make any oral or written commitments that create a new agreement or modify an existing agreement without Telesign’s approval through the formal contracting process set out by Telesign Legal.
E. Government and community relationships
Except as approved in advance by the Chief Legal Officer or Chief Financial Officer, Telesign prohibits its directors, officers, employees and agents from making political contributions (directly or through trade associations) on its behalf. This includes making any contributions of Telesign’s funds or other assets for political purposes, encouraging individual employees to make any such contribution, or reimbursing an employee for any contribution. Individual employees are free to make personal political contributions on their own account as they see fit.
Payments and Gifts to Government Personnel
From time to time, Telesign’s business obligates it to interact with officials and employees of domestic and foreign local, state, and federal governments, as well as domestic and foreign political parties.
Before offering a gift, make sure the gift policies of your intended recipients will not be violated. It may be illegal to give a gift, even an inexpensive meal or a T-shirt, to a government employee. The rules vary depending on the location and job position of the government employee (for example, rules may vary by country, state, school district, and city, and there may be different rules for various elected and non-elected officials). To prevent violations, consult with the Chief Legal Officer before offering or accepting gifts, meals, services, entertainment, or anything else of value to or from a government official.
In many countries it is considered common courtesy to provide token/ceremonial gifts to government officials on certain occasions to help build relationships. Check local requirements and review any such gifts exceeding US$25.00 in advance with the Chief Legal Officer. For meals, the US$25.00 limit does not necessarily apply. Check for each country’s value limits on meals to public officials and employees. Meals of any value should be avoided with officials from government agencies where Telesign has a pending application, proposal, or other business.
No Bribery or Corruption
At Telesign, we do not offer or accept bribes or kickbacks in any form and we do not tolerate corruption in connection with any of our business dealings. You may not offer or receive bribes or kickbacks to, or from, any individual, whether that individual is a government official or a private party. Report to your manager or the Chief Legal Officer if you are offered a bribe, asked for a bribe, or asked to make a facilitating payment. You can refer to the Anti-Corruption Policy for further details.
You may not retain a consultant, agent, or other outside party on behalf of Telesign which will have contact with any domestic or foreign government personnel until the Chief Legal Officer has reasonably concluded, after performing sufficient due diligence, that such retained party understands and will fully abide by this Policy and applicable law.
Trade Restrictions and Export Controls
Many countries have periodically imposed boycotts and trading sanctions against various governments and regions, which must be obeyed. Telesign follows all applicable export restrictions. Export laws may control trading of commodities or technologies that are considered to be strategically important because they have the potential to be used for military purposes. Restrictions may cover travel to or from a sanctioned country, imports or exports, new investments, and other related topics. Telesign prohibits its employees, officers and directors from conducting unauthorized business with a sanctioned organization or individual. It is crucial for our employees, officers and directors to know the products and services Telesign is exporting, where they are going, who will receive them, and for what purpose. Advice regarding the current status of export controls or procedures must be obtained from the Chief Legal Officer. You can refer to the Export Control and Sanctions Compliance Policy for further details.
Environment, Health and Safety
Telesign strives to provide each employee, officer and director, as well as customers, vendors, or other visitors, with a safe and healthy work environment. Each employee, officer, and director is responsible for maintaining a safe and healthy workplace for all employees, officers, and directors by following environmental, safety, and health rules and practices and by reporting (either openly or confidentially) accidents, injuries or any unsafe equipment, practices or conditions. Employees, officers, and directors are charged with the responsibility of maintaining safe practices and conditions in everything they do and reporting anything that threatens anyone’s safety. Telesign encourages its employees, officers, and directors to raise safety concerns and to continuously propose ideas that make the workplace even better.
F. Taking actions
Reporting Any Illegal or Unethical Behavior
If you know of a possible violation of this Policy or other legal or regulatory requirements, you are required to notify your manager (provided your manager is not involved in the violation), People Team, Chief Financial Officer, Chief Legal Officer, or our anonymous Hotline – Integrity Counts! at:
Toll Free Call:
Failure to do so may result in disciplinary action.
Cooperation; No Retaliation
Employees must cooperate fully in any investigation and keep their knowledge and participation confidential to help safeguard the integrity of the investigation.
Telesign will not retaliate and does not tolerate acts of retaliation against any director, officer or employee who makes a good faith report of known or suspected acts of misconduct or other violations of this Policy by others.
In situations where it may not be appropriate to discuss an issue with your manager or local management, contact our anonymous hotline – Integrity Counts! (details above). The anonymous hotline – Integrity Counts! is available 24/7 to all employees worldwide to help answer your questions on business conduct issues, policies, regulations, and compliance with legal requirements. It also allows you to advise Telesign of situations that may require investigation or management attention.
Telesign is committed to keeping your issues and identity confidential and to ensure you are comfortable in doing so, the hotline – Integrity Counts! allows you to report issues anonymously. Your information will be shared only with those who have a need to know, such as those involved in answering your questions or investigating and correcting issues you raise. If your information involves accounting, finance, or auditing, the law may require that necessary information be shared with Telesign’s Audit Committee of the Board of Directors.
Obligation to Comply
Always apply Telesign’s principles of business conduct, follow Telesign’s policies, and comply with applicable laws and regulations. We must all work to ensure prompt and consistent action against violations of this Policy. However, in some situations it is difficult to know if a violation has occurred. When you are unsure, take the initiative to investigate the right course of action. Some steps you should keep in mind when approaching a new problem or question:
- Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
- Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your manager’s responsibility to help solve problems.
- Seek help from Telesign’s resources. In the rare case where it may not be appropriate to discuss an issue with your manager, or where you do not feel comfortable approaching your manager with your question, discuss it with the People Team, the Chief Legal Officer, or through the anonymous hotline – Integrity Counts!.
- Speak up. You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. Telesign does not permit retaliation of any kind against employees for good faith reports of ethical violations
- Always ask first, act later: If you are unsure of what to do in any situation, please seek guidance from your manager, the People Team, Chief Financial Officer, the Chief Legal Officer, the anonymous hotline – Integrity Counts!, or other sources of information and support before you act.