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Cca Code of Conduct
Appendix 3-3AA ■ Respect ■ Tr u s t ■ Loyalty ■ Integrity ■ Respect ■ Tr u s t ■ Loyalty Code of Conduct Integrity A Guide to our Code of Ethics and Business Conduct Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 The CCA Way . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Code of Conduct: An Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Addressing Concerns and Getting Help . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Code of Ethics and Business Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Administration and Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Basic Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Reporting Misconduct and Seeking Guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Conflicts of Interest, Corporate Opportunities and Gifts . . . . . . . . . . . . . . . . . . . . . . 14 Political Activity and Government Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Business and Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Business Conduct and Fair Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Protection and Use of Company Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Accurate and Timely Periodic Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Insider Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Employment and Work Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 External Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Facility Employee Standards of Conduct. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Business Conduct Program Integrity Respect Trust Loyalty Do the right thing. A t CCA, true success means doing things the right way. What is the right way? Often the answer is simple, but sometimes it’s not. This guide can help you. Review it carefully, then make a commitment to: ■ apply the CCA Way Guiding Principles to your actions every day ■ adhere to the Code of Conduct ■ perform your duties faithfully and in accordance with applicable policies and procedures ■ seek guidance when you have questions or concerns ■ prevent misconduct when you can and report it when you can’t ■ if you are a supervisor or manager, lead by example and respond constructively when concerns are presented. By keeping these commitments, you will be doing — and helping CCA do — the right thing. Clear conscience never fears midnight knocking. —Chinese proverb 2 The CCA Way Vision Service-driven Serve our government partners and communities with pride and dedication. Be flexible. Be great problemsolvers. Deliver on our promises. To be the best full-service adult corrections company in the United States. Mission Cost effectiveness Provide honest, fair and competitive pricing to our partners. Deliver value to our shareholders. In partnership with government, we will provide a meaningful public service by operating the highest quality adult corrections company in the United States. Teamwork Share, inspire and help one another daily. Don’t let others down, because together we make greater contributions. Guiding Principles Communication Listen well. Share information. Speak honestly and openly with intent to always improve our efforts. As Corrections Professionals Integrity Be honest and highly ethical. Always do the right thing, with honorable intentions. Innovation Think creatively and boldly. Value resourcefulness. Embrace our heritage as the adult private corrections industry founder and leader. Respect Treat each other and offenders as we want to be treated. Appreciate the authority given to us and always use it appropriately. “ CCA’s vision, mission and Trust Be competent and reliable. Build positive relationships. guiding principles define who we are as individuals — personally and professionally — and who we are, collectively, as a company. These values are, ultimately, a code to guide us in our interactions with our coworkers, our customers and the communities we serve. Loyalty Dedicate ourselves to our profession, our responsibilities and each other. As a Company Safety and security Dedicate every action to safe and secure correctional facilities. Through training, skill and courage, protect our communities, individuals in our care and each other. Quality Provide excellent correctional services every day. Offer positive programs to help offenders. Accountability Hold ourselves responsible for every action. Be good stewards of our customers’ interests. ” — John D. Ferguson, CEO 3 Code of Conduct: An Overview T he Code of Ethics and Business Conduct (also referred to as the Code of Conduct) reflects our Guiding Principles — in particular integrity, respect, trust and loyalty — and contains policies and standards that are critical to our ability to live up to these values as individuals and as an organization. Review the overview on pages 4-6 and refer to the full Code beginning on page 9 for a detailed look at the policies that are most important to your role and responsibilities. Keep a copy of the Code on hand to consult as issues arise. Basic Responsibilities Understand and follow applicable legal and policy requirements. Adhere to high standards of business conduct and personal ethics in your work. Living by the rules starts with knowing what the rules are. However, no set of policies or rules can address every situation. We sometimes face circumstances that do not have easy answers. In these cases, consider the CCA Way Guiding Principles and assess your options using the policies and standards of the Code of Conduct. If you are still unsure, seek guidance. For more information, see page 11. Reporting Misconduct and Seeking Guidance Report and, if possible, prevent misconduct. Seek guidance if you have questions. If you become aware of misconduct, you must report it. You should also take reasonable steps whenever possible to prevent violations before they occur. If you are concerned that conduct may be unlawful or unethical but are not sure, seek guidance. Confidentiality and non-retaliation policies apply for those who report misconduct or seek guidance in good faith. For more information, see page 12. Conflicts of Interest, Corporate Opportunities and Gifts Avoid conflicts of interest and the appearance of conflicts. A conflict of interest occurs when a personal interest of yours — such as a financial interest or family connection — could affect your ability to perform your job objectively and in the best interests of the company. Situations that can raise potential conflicts include: service as a director or employee of non-CCA businesses; the provision of goods or services to CCA by an entity that you have an interest in; taking personal advantage of business opportunities that could be of interest to CCA; accepting gifts from vendors; and helping family members or friends in matters concerning CCA. If you face a situation that presents a potential conflict of interest, consult the Code and, if necessary, contact an appropriate manager or the Legal department. For more information, see page 14. Political Activity and Government Relations Be above reproach when it comes to political involvement, dealing with present or former government officials and seeking business from the government. As a government contractor, we must strictly adhere to all applicable laws and regulations governing involvement in the political process and avoid even the appearance of impropriety in dealing with government officials or seeking business from the government. Campaign contributions, gifts to government officials and hiring current and former government officials must be in accordance with applicable law and pre-screened by the Legal department. Never make a false claim for payment to the government, and scrupulously avoid making false or misleading statements to government officials. For more information, see page 17. 4 Code of Conduct: An Overview continued Business and Confidential Information Protect the integrity of company records, and do not improperly use or disclose confidential information. You are required to maintain accurate records in accordance with the company’s records retention policy. Falsifying or improperly altering or destroying company documents, such as when they are subject to a discovery request or official government proceeding, is strictly prohibited. Protect the company’s trade secrets and confidential information, and only handle confidential information of competitors and companies with which we do business in accordance with sound and ethical commercial practices. Do not share employee or offender personal information except in accordance with policy and applicable law (such as HIPAA). For more information, see page 19. Business Conduct and Fair Dealing Conduct business fairly and in good faith. Perform your duties in good faith and in the best interests of the company within the confines of sound and ethical business practice and applicable law. Never take unfair advantage of customers, suppliers or competitors by, for example, abusing confidential information or giving or accepting bribes. Exercise caution in situations that could give rise to anti-trust concerns, such as agreements with competitors, suppliers or customers that would restrict competition. Seek legal guidance when such concerns are present. Contacts or dealings with competitors must be pre-screened by the Legal department to ensure compliance with anti-trust laws. For more information, see page 21. Protection and Use of Company Property Protect company property and use it only for its intended purpose. Company property — from buildings to computer and telephone systems to paper clips — is valuable and intended for business use. It must be preserved, protected and used for its intended purpose. For more information, see page 22. Accurate and Timely Periodic Reports Prepare and maintain accurate and reliable financial records. Provide accurate and timely disclosure to regulators and the investing public. CCA is committed to full, fair, accurate, timely and understandable reporting to the Securities and Exchange Commission and the investing public. Prepare accounts and records, such as expense accounts, vouchers, bills, payroll records and disclosure documents, honestly and with care. Assist our vigorous efforts to comply with generally accepted accounting principles, maintain effective internal accounting and disclosure controls and procedures and disclose full and accurate information in an orderly and timely manner. For more information, see page 23. 5 Code of Conduct: An Overview continued Insider Trading Never attempt to profit or help others profit from material nonpublic information that you learn in the course of your duties. Violations of insider trading laws carry serious consequences for the individuals involved and, in some cases, for the company. Our Insider Trading Policy is designed to avoid such violations by prohibiting attempts to take advantage of material, nonpublic information learned in the course of service to CCA, whether by direct trading or by “tipping” others. The policy also provides guidelines concerning particular types of transactions in CCA securities and additional rules that apply to members of our Board of Directors, Executive Officers and certain other employees designated by management. Maintain familiarity with this policy and strictly adhere to it. For more information, see page 24. Employment and Work Environment Help ensure a safe work environment that is free of unlawful discrimination and harassment, and characterized by respect and open communication. We share responsibility for maintaining a workplace that is safe, respectful and free of unlawful discrimination and harassment. Never engage in or tolerate sexual harassment or unlawful discrimination, such as basing an employment decision on race, sex, age, religion, handicap or any other impermissible factor. Follow our workplace safety policies and procedures and look for ways we can improve. Abide by our drug-free workplace policy. Treat each other with respect, encourage open communication and appropriately resolve ethical concerns. For more information, see page 25. External Communications Speak or respond to requests for information on behalf of the company only if you are authorized to do so. From time to time, we receive requests for information from the government or the media. In other cases, we wish to make our views on matters affecting our business known to legislators, governmental agencies, the media or the public at large. In order to ensure that such communications are complete, properly coordinated and in accordance with law, and to protect the rights of those involved in the case of certain types of inquiries, such communications may only be made by authorized persons in accordance with guidelines set forth in the Code of Conduct. For more information, see page 27. Facility Employee Standards of Conduct Observe the standards set forth in the Facility Employee Supplement to the Code of Conduct. Employees assigned to or working at our correctional facilities must also follow the standards set forth in the Facility Employee Supplement to the Code of Conduct. These standards are designed to promote safe and secure facilities and professionalism toward inmates/residents, fellow staff and visitors, and to ensure protection of offenders’ legal rights. For more information, see page 28. Integrity is doing the right thing, even if nobody is watching. —Anonymous 6 Addressing Concerns and Getting Help How to identify and address a concern Using the Helpline When should I use the Helpline? 1. Stay informed. Periodically review the Code of Conduct. Stay familiar with rules, policies and developments that affect your job and the company. The Helpline is intended for good faith reports of misconduct or requests for guidance when you believe your concern cannot be addressed through other means. “Good faith” does not mean that you have to be right, but it does mean that you believe you are providing truthful information. 2. Be aware. Consider your own behavior first, but also pay attention to others around you. 3. Trust your instincts. If something feels wrong, ask yourself: Is it illegal? Could it harm someone or the company? Would I feel uncomfortable if others knew about it? You are encouraged to report concerns directly whenever possible. Also, disputes such as appeals from corrective actions must be processed through the company’s grievance system. However, if direct reporting has failed or is not comfortable or practical, the Helpline is available 24 hours a day, seven days a week. 4. Get the facts. To the extent possible, gather the information you need to confirm that a problem exists. Assess the information in light of the CCA Way Guiding Principles, the Code of Conduct and other relevant policies. What happens when I make a report through the Helpline? Helpline reports are made and received through a third party call center, Alertline®, and are reviewed and evaluated by the office of CCA’s Assistant General Counsel and Compliance Officer before being assigned for investigation or resolution. The Compliance Officer exercises caution and considers potential conflicts of interest and confidentiality concerns prior to assigning reports. Depending on the nature of your report, your concern may be addressed directly by the Compliance Officer, by other members of the Legal department, by representatives from Human Resources, Operations or other departments or by outside resources. If your concern can be properly handled in your region or facility, it may be referred there for resolution. If the matter reported is a dispute suited to the grievance process, such as an appeal from a corrective action, you may be referred to that process to resolve the issue. 5. Make a decision and act. Discuss the issue with your supervisor or an appropriate manager, or contact the Legal department or a Human Resources representative. If you are uncomfortable speaking with someone directly or have tried to do so unsuccessfully, report it through the Ethics & Compliance Helpline. If you would like to be treated with respect, you must first treat others with respect. What if I want to remain anonymous? You are encouraged to identify yourself to assist the company in addressing your concern. The company has put in place confidentiality and non-retaliation policies in order to avoid negative repercussions for those who make good faith reports. If you nonetheless are uncomfortable identifying yourself, you can report anonymously through the Helpline. When reporting anonymously, provide as much information as possible and follow up through the Helpline to respond to requests for further information. —Unknown 7 Resources Contacts Local Your supervisor and facility management staff Do the right thing. It will gratify some people and astonish the rest. Your Human Resources manager Facility Support Center Human Resources department . . . . 615-263-3000 Legal department . . . . . . . . . . . . . . 615-263-3000 Assistant General Counsel & Compliance Officer . . . . . . . . . . . 615-263-3036 Ethics & Compliance Helpline. . . . . . 1-866-757-4448 www.8667574448.compliance-helpline.com —Mark Twain Policies The Code of Ethics and Business Conduct and Facility Employee Supplement are part of FSC & Facility Policy 3-3, which is available on the company share drive or through your local Human Resources department. The Code of Conduct is available on our website at www.correctionscorp.com (under the “Corporate Governance” section of the “Investor” page) and on the HelpLine website. 8 Code of Ethics and Business Conduct Introduction In addition, as used in this Code, the following terms have the following meanings: “director” means a member of the company’s Board of Directors; “executive officer” refers to those officers designated as such from time to time by the Board of Directors; “corporate officer” means the company’s vice-president level and above employees, including executive officers; “General Counsel” refers to the company’s Executive Vice President and General Counsel or, where the General Counsel has delegated responsibility for a particular matter covered in this Code to another attorney in the company’s Legal department, the attorney to whom such responsibility has been delegated; and “manager” refers to an employee who has direct, supervisory responsibility for one or more employees. Corrections Corporation of America is committed to compliance with all laws and regulations applicable to its business and operations. Persons covered by this Code of Conduct are responsible for acquainting themselves with all the legal and policy restrictions applicable to their duties and responsibilities and for conducting themselves accordingly. Over and above such legal restrictions, the company expects its directors and employees, as well as other covered persons, to conduct themselves in a manner consistent with the CCA Way Guiding Principles and otherwise observe high standards of business and personal ethics in the discharge of their duties. The laws and principles of conduct discussed in this Code of Conduct are often complex, and many principles of conduct and behavior are developed in case-by-case determinations. In addition, this Code deals only generally with some of the more important legal and policy principles applicable to company employees. The discussion of particular laws and policies in this Code is not intended to minimize the importance of other laws, policies, professional standards or ethical principles that may apply to the performance of your duties for the company. * References to specific company policies (for example, FSC & Facility Policy 3-3) may not apply to employees of subsidiaries and affiliated companies. Such employees should consult their supervisors or human resources personnel to identify the comparable policy that applies, if any. Applicability of the Code; Use of Certain Terms This Code of Conduct applies to all employees and members of the Board of Directors of Corrections Corporation of America and its subsidiaries and affiliated companies, which collectively are referred to as the “company.”* The Code also applies to certain other persons who have been engaged to provide goods or perform services for or on behalf of the company and who have agreed to abide by the policies set forth in the Code. All of the foregoing persons are deemed included within the terms “employee” and “you” as used in this Code, except where the context or nature of the policy clearly indicates otherwise. 9 Administration and Enforcement (a) If the alleged violation under consideration concerns an executive officer or director, the determination of the existence of any violation shall be made by the Audit Committee of the Board of Directors in consultation with the Chief Executive Officer, General Counsel and/or such external legal counsel as the Audit Committee deems appropriate. If the situation involves a member of the Audit Committee, such member shall recuse himself or herself from consideration of the matter and the determination shall be made by the full Board. Interpretation and Requests for Approval The company’s General Counsel is primarily responsible for administration of this Code of Conduct as a component of the company’s Business Conduct Program. Interpretive questions and requests for approval under the Code should be directed to the General Counsel or the employee designated by the General Counsel to receive such questions or requests. Employees are responsible for providing all relevant facts when seeking approvals required under this Code of Conduct. Providing false information or omitting known, relevant facts and circumstances when seeking any required approval is grounds for disciplinary action. (b) If the situation under consideration concerns any other employee, the determination of the existence of a violation shall be made by the member of the vertical business unit to whom the employee ultimately reports, in consultation with the General Counsel where appropriate. (c) If the situation concerns a person who is covered by this Code of Conduct but is not an employee or director, the determination of the existence of a violation shall be made by the manager or officer responsible for the engagement and direction of such person, in consultation with the General Counsel. Requests for Waivers A waiver of a provision of the Code of Conduct shall be requested whenever there is a reasonable likelihood that a contemplated action will violate a Code policy. The determination as to whether a waiver will be granted shall be in accordance with the same process as provided below for violation determinations. Waivers will not be granted except under extraordinary or special circumstances. To the extent required by applicable law, rule or regulation, or as otherwise determined appropriate by the General Counsel in consultation with the Audit Committee, waivers shall be publicly disclosed on a timely basis. (d) Whoever makes the decision as to whether a violation has occurred shall document the decision and retain the record of the decision in accordance with the company’s records retention policy. These files shall be available to the company’s internal audit and legal departments. (e) In determining whether a violation of any policy has occurred, the committee or person making such determination may take into account to what extent the violations were intentional, the qualitative and quantitative materiality of such violation from the perspective of either the detriment to the company or the benefit to the employee, the policy behind the provision violated and other relevant facts and circumstances. Disciplinary Measures Any employee who violates the Code of Conduct is subject to disciplinary or corrective action ranging from warnings and reprimands up to and including termination of employment or other service arrangement, and, where appropriate, the filing of a civil or criminal complaint. A director who violates a provision of the Code of Conduct is subject to such sanction as the Board of Directors shall impose, including removal from the board and, where appropriate, the filing of civil or criminal complaints. Notwithstanding the foregoing, the company also preserves and reserves its other rights and remedies against any individual who violates any provision of the Code of Conduct, both at law and in equity. Amendment The company reserves the right to amend the policies contained in this Code of Conduct, in whole or in part, at any time and solely at its discretion. Any amendments or waivers under the Code will be publicly disclosed on a timely basis to the extent required by applicable law or stock exchange requirement or as otherwise determined to be appropriate by the General Counsel in consultation with the Audit Committee of the company’s Board of Directors. Determination of Violations The decision as to whether a violation has occurred shall be made as follows: 10 Basic Responsibilities Additional Responsibilities of Managers and Corporate Officers Managers must ensure that the employees they supervise understand and comply with the company’s standards of conduct. In this regard, the company’s corporate officers and others who have significant oversight responsibility (for example, facility wardens) have particular responsibility for setting the right example, or “tone,” and for enforcing the company’s conduct standards. If you or any of the employees you supervise have questions or concerns about conduct or actions that may be covered by the Code of Conduct, or if you or the employees you supervise have questions about the applicability or interpretation of the principles and standards set forth in the Code, you should seek guidance as discussed next under “Reporting Misconduct and Seeking Guidance.” Responsibilities of All Employees All employees must conduct themselves in a lawful and ethical manner at all times and in all aspects of their relationship and/or employment with CCA. In particular, your business and professional decisions and your behavior while employed or engaged by the company should be guided by the CCA Way Guiding Principles, the policies contained in this Code of Conduct and the other company policies and procedures that apply to you. If you are approached by anyone inside or outside of the company with a request to do something that you recognize to be illegal or unethical, you should refuse to take such action and tell the person making the request that such conduct is contrary to company policy. In some cases, you also may be obligated to report the incident, as discussed under “Reporting Misconduct and Seeking Guidance.” No manager may direct a subordinate to violate the Code of Conduct in any respect. Where possible, you must also take reasonable steps to prevent or detect violations of the Code of Conduct. It is your responsibility to be familiar with and faithfully adhere to the policies, guidelines and standards of conduct that apply to you. It is also your responsibility to report any violations and to seek answers to any questions or concerns you may have concerning possible violations, according to the following instructions. Claims of ignorance or uncertainty about a policy or standard of conduct, good intentions or bad advice are not acceptable as excuses for noncompliance. All employees will be accountable for acting, or failing to act, in accordance with the Code of Conduct. 11 Reporting Misconduct and Seeking Guidance Enforcement: Determination of Violations.” Reports regarding questionable accounting, internal accounting controls or auditing matters will be handled in accordance with the procedures established by the Audit Committee of the Board of Directors for such reports. In addition, company attorneys and certified public accountants may be subject to other reporting requirements as provided by rules of the Securities and Exchange Commission and/or other professional standards. The reporting requirements set forth in this Code of Conduct are not intended to conflict with any such regulations, requirements or procedures. CCA’s success in upholding its Guiding Principles and enforcing the Code of Conduct depends on each employee seeking advice before problems occur and reporting incidents that raise compliance issues. If you become aware of a known or suspected violation of the Code of Conduct, you must report it. Because many of the policies in the Code of Conduct are general in nature and do not include all circumstances within the intent of the Code, you should report suspected dishonest or illegal activity even if not specifically addressed in the Code. When possible, you must also take reasonable steps to prevent misconduct before it occurs. Confidentiality Information provided as required above and the identity of the person providing such information is to be shared only on a “need to know” basis and will be handled in confidence to the extent consistent with the need to conduct an adequate review of the matter. Information provided also is subject to applicable law and the advisory statement below. With respect to anonymous reports, it is the company’s policy that attempts should not be made to identify the person making the report, although it may be appropriate in certain circumstances to request that an anonymous reporter voluntarily come forward to assist investigation of the matter reported. Violations may be reported to an appropriate corporate officer or manager, to the Human Resources or Legal departments or through the company’s Ethics & Compliance Helpline. It is preferred that you give your identity when reporting violations to allow the company to contact you for further information needed to pursue an investigation. However, you may report or seek guidance on an anonymous basis through the Ethics & Compliance Helpline. Reports of misconduct will be promptly reviewed and, subject to the availability of adequate information to ensure that it can be conducted in an effective and fair manner, investigated. Employees are expected to cooperate in investigations of alleged misconduct. Employees are advised that neither the General Counsel nor any other attorney employed or retained by the company is an attorney for any particular company employee. Accordingly, communications between a company attorney and an employee do not establish an attorney-client relationship between the attorney and the employee, and any privilege that applies to the communications is the company’s and as such may be waived in the company’s discretion. Information received through such communications, or communications with other company personnel, may be used by the company or may be required to be disclosed in subsequent legal proceedings. If an employee has retained personal legal counsel with respect to a matter he or she is reporting to a company attorney, the employee should notify the company attorney at the initiation of the communication. Finally, company attorneys or other employees receiving information that presents legal and/or operational risks to the company may have a duty to further report and/or act on such information. Employees who become aware of misconduct and fail to take action as described above, or who fail to cooperate in an investigation, are subject to disciplinary action, up to and including termination of employment or other service relationship. On the other hand, if you are involved in a violation, the fact that you reported the violation, together with the degree of cooperation you display, may be given consideration by the company in its investigation and any resulting disciplinary action. Questions and concerns as to whether actions comply with the Code of Conduct should be handled in the same manner as described above. Disputes between employees and disciplinary action appeals should be handled in accordance with the company’s grievance or dispute resolution policies. Allegations of violations that arise out of reports, questions or concerns will be handled in accordance with the procedures set forth in this Code of Conduct under the heading “Administration and 12 Non-retaliation Policy It is the company’s policy that no adverse action will be taken against persons making good-faith reports as required by the Code of Conduct, whether or not the report ultimately proves to be well-founded. “Good-faith” does not mean that you have to be right — but it does mean that you believe you are providing truthful and accurate information. On the other hand, the company will not tolerate reports that are not made in good faith, such as reports intentionally providing false information, reports that are frivolous or reports made solely to harm the company or another employee. Disciplinary action, up to and including termination of employment or other service relationship, may be taken against any person making such a report. Employees also are advised that legal protections against retaliation by the company may exist under “whistleblower” laws when providing information or assisting in an investigation by federal regulators, law enforcement, the United States Congress or the company itself with respect to certain types of misconduct. These include, without limitation, violations of certain employment, labor and environment laws and fraud against the company’s shareholders. Violation of such whistleblower laws could result in liability for the company as well as the employee taking retaliatory action. 13 Conflicts of Interest, Corporate Opportunities and Gifts Employees Must Report and Seek Guidance with Respect to Potential Conflicts Employees must report any material transaction or relationship that could result in a conflict of interest to the appropriate manager or corporate officer and seek guidance with respect to whether entering into such transaction or relationship is appropriate. Potential conflict situations involving a corporate officer or director must be reported to the General Counsel and, if appropriate, the committee of the Board of Directors that would be responsible for making a waiver determination. Introduction Certain Conflict Situations A “conflict of interest” occurs when an individual’s personal interests interfere or appear to interfere with the interests of the company. A conflict situation can arise when an employee has interests that make it difficult to perform his or her responsibilities objectively and effectively, such as when a family or financial interest has the potential to influence his or her motivation, judgment or actions with respect to a company business decision. Conflicts of interest may also arise when an employee, or a member of his or her family, receives improper personal benefits as a result of his or her position at the company. See also “Business Conduct and Fair Dealing.” The following are situations the company has identified as those for which a specific rule or guidance is needed. They are not intended to be all-inclusive and any situation stated below as generally permissible remains subject to the general conflict of interest policies stated above. Serving as a Director, Officer or Employee of a Non-company Business The company expects its employees to devote their full energies to their work. Therefore, an employee’s outside activities must not reflect adversely on the company or give rise to a real or apparent conflict of interest with the employee’s duties with the company. Employees must be alert to potential conflicts of interests and be aware that they may be asked to discontinue any outside activity should such a conflict arise. General Policy Employees Must Avoid Conflicts of Interest Employees must avoid conflicts of interest or the appearance of such conflicts. In particular, employees must avoid any outside financial interests that might conflict with the company’s interests. Such outside interests could include, among other things: Employees (but not directors and other covered persons) must have written approval from the appropriate manager in advance of accepting an appointment or position to serve as a director, partner, owner, officer or employee of any non-company business. If the service is permitted, then any employee acting in this dual capacity must inform the applicable manager if at any time such service results in a conflict or the potential for a conflict so that appropriate action can be taken (for example, termination of the service relationship or removal from any discussion or vote involving the third party). l. Personal or family financial interests in enterprises that do business with the company, such as relatives who are employed by or own an interest in vendor companies. 2. Acquiring any interest in outside entities, properties, etc., in which the company may have an interest. This would include acquiring stock in businesses being considered for acquisition, or acquiring real estate the company wishes to purchase. Any director who accepts a nomination to serve as a director of another public company shall, in the case where such nomination has not previously been disclosed, notify the company’s Board of Directors sufficiently in advance of service to allow the company opportunity to ensure compliance with applicable securities law and stock exchange requirements. 3. Serving as a director, officer, employee or consultant to any vendor, supplier, customer or agency. 14 Volunteering in civic and charitable organizations is encouraged for employees, and participation in such activities shall not be deemed to require the approval set forth above. However, employees must ensure that such participation does not interfere with their duties to the company or otherwise result in a conflict of interest. your judgment or create a feeling of obligation, the following transactions generally are permitted: 1. Acceptance of gifts, gratuities, amenities or favors based on obvious family or personal relationships (such as those with parents, children or spouse) when the circumstances make it clear that those relationships, rather than the business of the company, are the motivating factors; Employees as Contractors or Vendors Purchase orders may not be established for an employee or for a partnership, corporation or other entity in which an employee is, directly or indirectly, a principal or major stockholder without the prior approval of (i) with respect to a director or executive officer, the Board of Directors, (ii) with respect to a corporate officer, the General Counsel or (iii) with respect to any other employee, the appropriate manager. In general, this policy does not apply to publicly held entities in which an employee owns less than one percent (1%) of the outstanding stock or securities. 2. Acceptance of meals, refreshments, travel arrangements or accommodations, or entertainment (including tickets for events) of reasonable value in connection with a meeting or other event involving bona fide business discussions or intended to foster better business relations; 3. Acceptance of advertising or promotional material of reasonable value such as pens, pencils, note pads, key chains, calendars and similar items; Prohibition on Taking the Company’s Corporate Opportunities 4. Acceptance of discounts or rebates on merchandise or services that do not exceed those available to other customers; Employees of the company stand in a fiduciary relationship to the company and must advance its legitimate interests when the opportunity to do so arises. It is a breach of this duty for any such person to take advantage of a business opportunity for his or her own or another person’s personal profit or benefit when the opportunity is within the corporate powers of the company and when the opportunity is of present or potential practical advantage to the company. By way of example, no employee should acquire an interest in real estate that could be of interest to the company. If such a person so appropriates such a corporate opportunity, the company may claim the benefit of the transaction or business and such person exposes himself or herself to liability in this regard. It is the company’s policy that no employee may take a corporate opportunity without the consent of the Board of Directors. 5. Acceptance of gifts of reasonable value related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement or Christmas; or 6. Acceptance of civic, charitable, education or religious organizational awards for recognition of service and accomplishment. If there is any doubt regarding acceptability, the item should be refused or returned. In the case of a perishable gift, it may be contributed to a charitable organization in the donor’s name. Also, the donor should receive written notification of the return or disposal of the gift and the employee’s manager should be copied on such correspondence. Understanding Permissible Business Gifts The general purpose of gifts and favors in a business context is to create goodwill. If they do more than that, and could reasonably be expected to unduly influence judgment or create a feeling of obligation, employees must not accept them. In particular, employees may not (i) solicit any kind of gift or personal benefit from present or potential suppliers or customers, (ii) accept gifts of money (or monetary equivalents), whether solicited or unsolicited, or (iii) accept any thing of value that could be construed as a bribe, kickback or similarly unlawful payment. Subject to the prohibitions above and so long as they could not reasonably be expected to unduly influence The purpose of this policy is to avoid violations of law and to ensure that the company’s business is safeguarded from bribery and undue influence. This policy is not intended to discourage all personal relationships with others who may do business with the company, which often are appropriate and desirable. However, when you have dealings with persons who have business with the company, the requirements of the law and this policy and the potential for the appearance of conflicts of interest must be kept in mind. 15 For the rules governing when it is appropriate for an employee to give business gifts to others, see “Gifts to Government Officials” and “Business Conduct and Fair Dealing.” Potential Conflicts by Family and Friends These conflict of interest guidelines are not intended to interfere with your personal life, but there may be situations where the actions of family members and close personal friends create a conflict of interest or the appearance of a conflict. For example, gifts or other benefits offered to an employee’s family member by suppliers or potential suppliers are considered business gifts and it is the same as if they were given to the employee. Further, if an employee’s spouse, relative or close personal friend is directly involved in a business that would like to provide goods or services to the company, the employee should avoid using his or her position at the company to influence the bidding process or negotiation in any way, and it may be appropriate to remove oneself from decision-making processes involving such persons. In general, situations involving family members and close personal friends require great scrutiny and guidance should be sought, as directed above. 16 Political Activity and Government Relations governmental positions. Requests for personal leaves of absence will be considered and administered according to the applicable company policies and procedures. Company Political Activity All contributions by or in the name of the company, including those believed to be in conformity with the law, must be approved in advance by the General Counsel or his designee. In addition, the establishment, operation and administration of any company-sponsored political action committee must be conducted in strict compliance with applicable law and with the approval and involvement of the General Counsel. No person may be reimbursed from company funds for making any contribution, expenditure or payment, directly or indirectly, for the use or benefit of, or in support of or opposition to, any political party or candidate in violation of law. As a provider of services to federal, state and local governments, it is imperative that the company and each company employee strictly adhere to all applicable laws and regulations governing involvement in the political process and avoid even the appearance of impropriety in dealing with government officials or seeking business from the government. Corporate involvement in the political process is strictly regulated at all levels of government and, in some cases, such as corporate contributions to campaigns for federal office, prohibited. In addition, government officials and contractors are subject to increasingly stringent and complex rules designed to avoid conflicts of interest, including limits on gift giving to and the hiring of government officials. Subject to the above restrictions, contributions may be made by the company to political action committees, political parties, independent advocacy groups or candidates to the extent permitted by applicable law, and such contributions may be designated in favor of specific candidates or issues if such designation is not prohibited by applicable federal, state or local law. When such contributions are made, legal requirements with respect to limitations on amount and the reporting of contributions shall be strictly followed. If you have any question about the appropriateness of any action taken or to be taken with respect to the company’s involvement in the political process or its dealings with the government, you should contact the General Counsel immediately. See also “Business Conduct and Fair Dealing.” Employee Political Activity In addition, all company employees who are or may be involved in “lobbying” (as defined by applicable law) or retaining others to lobby on behalf of the company are responsible for ensuring that they and the company comply with applicable laws and regulations governing such activity, including registration and reporting requirements. In addition, such employees should seek to confirm that those retained to lobby on the company’s behalf comply with and meet any legal restrictions or requirements applicable to their activities for the company. Each employee is encouraged to participate actively in the political affairs of his or her community, state and country, and to stay informed on public issues and on the positions and qualifications of candidates for public office. However, each person should ensure that his or her personal political activities are lawful and separate from those of the company. In addition, this activity must not unreasonably interfere with such individual’s ability to perform his or her duties for the company and must not be inconsistent with applicable laws, rules and regulations or company policy. An employee may make personal contributions in his or her discretion; however, such contributions are on a voluntary, personal basis and may not be reimbursed in any way by the company. Gifts to Government Officials What is acceptable practice in the commercial business environment may be against the law or federal, state or local government regulations. No thing of value may be offered, promised or given, directly or indirectly, to any government employee without the prior approval of the General Counsel. The term “thing of value” includes, among other things, gifts, meals, entertainment, travel and accommodations. Thing of value generally does not include promotional or other materials of de minimus or Employees considering running for election to public office must discuss such matters in advance with their supervisors to assure that their responsibilities at the company are not compromised. This policy does not prohibit consideration for personal leaves of absence by the company employees to pursue elected or appointed 17 False Statements to Government Officials no economic value; however, you are strongly encouraged to seek guidance prior to providing anything to a government official. It is a violation of company policy as well as criminal statutes for employees to make false statements or false claims for payment to the government. A false statement to a government official may be actionable if made orally or in writing, and may include making an affirmatively misleading statement or concealing a material fact. Moreover, an employee may violate this policy even if he or she does not make the statement directly, but only provides false information to another employee or third party, knowing that it will later be provided to the government. This policy applies in particular to any and all certifications and forms provided to the government. See also “Requests from Government Agencies.” Furthermore, no employee may engage in conduct or a pattern of conduct that could be construed as an unlawful bribe, kickback, gratuity or similar payment to a government official, nor may any employee offer, promise or give to any government official anything that he or she knows or has reason to know such person may not accept under ethics or other rules applicable to such person. In no circumstance is it acceptable to rely on a government official to reject an offered gift. Hiring Current and Former Government Officials Employees should also be aware that strict laws govern recruiting and/or negotiating with government employees for future employment at the company, particularly if the government employee had any role in awarding or managing contracts with the company. Prior advice and approval must be obtained from the General Counsel prior to communicating with any current or former government employee about working for the company as an employee, agent or consultant. Obtaining Government Business In obtaining government business, the company must use only legitimate methods. Employees are strictly prohibited from seeking or receiving information which the company is not authorized to possess concerning potential government business. This would include, but is not limited to, proprietary data, pricing information of other competitors for government contracts and non-public documents relating to government purchasing. In addition, any employee who inadvertently receives any such information must immediately notify the appropriate supervisor and the General Counsel. See also “Confidential Information of Other Companies.” 18 Business and Confidential Information information of any other company, including the company’s competitors. Common examples of confidential or proprietary information include, but are not limited to, the following: lists of customers and pending projects; wage and salary data; pending acquisitions, joint ventures or other affiliations; projected earnings; changes in management or policies; computer software; financial data (including occupancy rates); planned new services or areas in which the company intends to expand; any plans the company may have for improving any of its services; or documents which may be specifically labeled “confidential” or “proprietary.” Accuracy, Retention and Disposal of Documents and Records Each employee is responsible for the integrity and accuracy of the company’s documents and records in order to comply with regulatory and legal requirements and also to ensure records are available to support our business practices and actions. No employee may alter or falsify information on any record or document. In particular, records must never be destroyed in an effort to deny governmental authorities that which may be relevant to a governmental investigation or proceeding. Documents and records are to be retained and disposed of in accordance with the company’s records retention policy (FSC & Facility Policy 1-15), as well as such other policies and requirements as may be applicable to specific types of records (for example, contract requirements and policies applicable to medical records). Each employee is responsible for understanding and maintaining familiarity and complying with the company’s records retention and disposal requirements. See also “Accurate and Timely Periodic Reports.” Employees may not discuss, disclose or permit the disclosure of any confidential or proprietary information to any person or firm outside of the company or to any person who might be in a position to disclose such matters to company’s competitors. This obligation to maintain the confidentiality of confidential or proprietary information of the company continues to apply after an employee leaves the company or a director leaves the Board of Directors. Documents or computerized files containing company confidential information should not be copied, removed from company premises or released to any person outside of the company, except as necessary to perform job functions and based upon prior authorization. All documents and computerized files containing confidential or proprietary information of the company, as well as all other company property, must be returned to the company immediately upon termination of employment. Confidential Information of the Company Confidential or proprietary information developed or acquired by the company and not generally available to others is a valuable asset of the company and must be kept confidential and protected against theft, loss or improper disclosure. Confidential or proprietary information of the company includes any information which is not generally known and which is useful or helpful to the company and/or which would be useful or helpful to the company’s competitors. The company owns all rights to any information that could be classified as confidential or proprietary and that is acquired by the company or developed in whole or in part by one or more employees or consultants of the company in the course of such person’s duties, or as a result of his or her employment or retention by the company. See also FSC & Facility Policy 1-07 and “Protection and Use of Company Property” and “Insider Trading.” Confidential Health Information Some employees may come in contact with health information that is confidential to inmates/residents or other employees. Employees handling employee health or other personal information should consult the company’s policies regarding employee personnel records (FSC & Facility Policy 3-09) and seek guidance from an appropriate Human Resources manager if needed. Employees who handle or could reasonably be expected to handle employee or inmate/resident health information must also be familiar with and abide by the company’s policies with respect to the handling and transmission of “protected health information” (as defined by the Health Insurance Portability and Accountability Act of 1996, FSC & Facility Policies 13-35 and 13-74). All employees must safeguard the company’s trade secrets and confidential information and refuse any improper access to trade secrets and confidential 19 Confidential Information of Other Companies While the company and its employees should always be alert to their competitive surroundings and obtain as much information as possible about the marketplaces in which the company operates, such activities must be conducted in accordance with sound and ethical commercial practices. Neither the company nor its employees should be a party to any situation in which such proprietary or confidential information has been improperly obtained from any other company, such as by a former employee of that company. If you are approached with any offer of confidential or proprietary information that you have reason to believe may have been obtained improperly, you must immediately discuss this matter with an appropriate manager or corporate officer and, if you have or are considering accepting such information, alert the General Counsel. 20 Business Conduct and Fair Dealing Relationships with Customers Employees shall act in a professional manner at all times when representing the company. In dealing with the company’s customers, employees shall use prudent judgment and exercise good faith. No employee shall misrepresent, circumvent or conceal the nature of any material aspect of any transaction when dealing with a customer. If a relationship between an employee and a customer or a potential customer exists that potentially creates a conflict of interest, that employee shall remove himself/herself from all dealings with that customer. See also “Political Activity and Government Relations.” General Policy The company expects that all employees will perform their duties in good faith and in the best interests of the company. Each employee must endeavor to deal fairly with the company’s customers, suppliers, competitors and other employees. No employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of a material fact, or any other unfairdealing practice, nor shall any employee give any bribe or unlawful kickback or similar payment to any person or entity doing or seeking to do business with the company. Relationships with Competitors The company is committed to fair competition. The most important laws governing competitive practices in the United States are the federal anti-trust laws, which are designed to protect economic freedoms and promote competition. It is the company’s policy to fully comply with anti-trust laws. Most serious anti-trust violations deal with attempts to restrict competition through agreements or understandings with competitors, suppliers or customers. Accordingly, there should be no contact with a competitor of the company unless prior legal advice is obtained. Price fixing and related agreements to lessen or eliminate competition between competitors can be implied from such contacts and have the gravest consequences of all anti-trust offenses. While beneficial in many respects, participation in trade associations necessarily results in contacts with competitors. Anti-trust sensitive topics must be avoided, and activities of the association should be closely monitored by legal counsel for the association. No employee shall engage in any activity that competes with the company, nor shall any such person reveal any trade secrets that are unique to the company or are the company’s proprietary information. Each employee has a fiduciary responsibility to take care that no information deemed confidential to the company be passed to competitors. 21 Protection and Use of Company Property Employees have a duty to protect and conserve the company’s property and to ensure its efficient use for proper purposes. Employees shall use the company’s assets for the company’s legitimate business purposes only. Company property includes anything that (a) is used to further the business of the company, whether located on company premises or otherwise, and (b) is not owned or leased individually by an employee. Company property additionally includes leased property and equipment, computer programs, documents, data and information downloaded on an employee’s personal computer. The assets of the company, including equipment and office supplies, must not be taken out of the company’s offices or facilities by any employee or other person, except for purposes of performing his or her job. If removed from the company’s offices or facilities for valid company uses, the property must be returned when it is no longer needed for such company purposes. Upon termination of employment, employees shall return all company property in their possession or control. Telephones, electronic mail and e-mail systems (including electronic bulletin boards) are property of the company and must be used primarily for business purposes and only occasionally for personal reasons. A more detailed description of the proper uses of company technology may be found in FSC & Facility Policy 1-8. 22 Accurate and Timely Periodic Reports All business records, expense accounts, vouchers, bills, payroll, service records and other statements and reports are to be prepared with care and honesty. False or misleading entries are prohibited. For example, no payment shall be requested, approved or made with the intention or understanding that it will be used for any purpose other than that described in the documentation supporting the payment. All corporate funds and assets are to be recorded in accordance with applicable corporate procedures. Compliance with accounting procedures and internal control procedures is required at all times. It is the responsibility of all employees to ensure that both the letter and the spirit of corporate accounting and internal control procedures are strictly adhered to at all times. See also “Business and Confidential Information: Accuracy, Retention and Disposal of Documents and Records.” Accuracy and reliability in the preparation of all business records, financial statements and reports to regulatory and other government agencies is of critical importance to the corporate decision-making process and to the proper discharge of the company’s financial, legal and reporting obligations. The company is committed to providing full, fair, accurate, timely and understandable disclosure in the periodic reports and documents that it is required to file with the Securities and Exchange Commission. To this end, the company shall: ■ comply with generally accepted accounting principles at all times; ■ maintain and strictly adhere to a system of internal accounting controls and procedures that will provide reasonable assurances to management that all transactions are properly recorded; ■ maintain books and records that accurately and fairly reflect the company’s transactions; ■ prohibit the establishment of any undisclosed or unrecorded funds or assets; ■ maintain disclosure controls and procedures that will provide reasonable assurances to management that material information about the company is made known to management on a timely basis, particularly during periods in which the company’s periodic reports are being prepared; and ■ present information in a clear and orderly manner in the company’s periodic reports. In addition, it is a violation of company policy and may constitute a violation of federal law for an employee, acting individually or under the direction of a corporate officer or director, to take any action to fraudulently influence, coerce, manipulate or mislead any independent or certified accountant engaged in the performance of an audit of the company’s financial statements. 23 Insider Trading The information contained herein is a summary of the company’s Insider Trading Policy, and employees are strongly encouraged to consult the full policy (FSC & Facility Policy 3-21) for a complete description. The company’s Insider Trading Policy prohibits: (i) trading in company securities, directly or indirectly, while you are in possession of material nonpublic information concerning the company; (ii) trading in securities of other publicly traded companies while you are aware of material nonpublic information about that company that you obtained in the course of your employment with the company; and (iii) disclosing material nonpublic information about the company or any company with which the company deals to anyone outside the company or recommending to anyone the purchase or sale of any such securities while you are aware of such information (“tipping”). “Material nonpublic information” means information that a reasonable investor would consider important in making a decision on whether to buy, sell or hold a security, and that is not generally known or available to the public. Common examples of “material” information include knowledge of new services; earnings or dividend figures; changes in senior management; significant accounting developments; new contracts with customers or suppliers; actual or threatened major litigation, or the resolution of such litigation; and pending or proposed tender offers, acquisitions, mergers and dispositions of businesses or significant assets. As a general rule, information is considered “nonpublic” until the expiration of two (2) full trading days after the information is released to the general public, typically through a press release or filing with the SEC. The Insider Trading Policy also contains restrictions and guidance applicable to specific types of transactions, such as transactions in company securities held in the company’s 401(k) plan, transactions in company stock options, short sales and hedging and margin loan transactions. Additional restrictions apply to the company’s executive officers and directors and to certain other individuals designated by the administrators of the Policy. Federal and state securities laws prohibit insider trading and tipping, and violators face potentially severe penalties. Violators of the Insider Trading Policy also face company-sanctioned penalties, up to and including termination of employment. 24 Employment and Work Environment Retirement Income Security Act; Title VII of the Civil Rights Act; the Occupational Safety and Health Act; the Labor Management Relations Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the Immigration Reform and Control Act; the Equal Pay Act; the Workers’ Adjustment and Retraining Notification Act; and all similar, applicable laws in each state in which the company conducts its business. This section summarizes some of the company’s employment policies. It is not intended to be an exhaustive statement concerning such policies. You should consult the company’s employment-related policies and procedures, some of which are referenced below, for a further discussion of these policies, as well as related information and additional policies. The company’s General Counsel and the company’s Human Resources officials can provide employees with information on these laws and can direct any questions regarding these laws to the proper authority. See also FSC & Facility Policy 3-17. Equal Employment Opportunity; Sexual Harassment Employee Safety and Health The health and safety of all employees is a primary concern of the company. The following statement describes the guidelines necessary to achieve the company’s goal of protecting its employees from recognized hazards in the workplace. This statement is not intended to be a substitute for the company’s more detailed policies and procedures regarding employee safety and health, which contains any applicable federal, state or local requirements. Employees should refer to Chapter 8 of the company’s FSC & Facility policies and procedures for further information in this regard. The company is an equal opportunity employer and does not discriminate in its employment practices. It is the company’s policy that all employees be treated with respect and courtesy. No person may be discriminated against concerning recruitment, employment, promotion, termination of employment or any other term or condition of employment because of such person’s race, color, gender, creed, religion, age, handicap, disability, national origin, ancestry, marital status or any other bias prohibited by federal, state or local law including Title VII of the Civil Rights Act of 1964, as amended. The company and its employees must comply with all federal, state and local health and safety laws and regulations, including the rules and regulations of the Occupational Safety and Health Administration (OSHA). The company and its employees share responsibility for maintaining a safe work environment. No employee of the company shall engage in any type of conduct whatsoever that could be construed as sexual harassment under the guidelines established by the Equal Employment Opportunity Commission and as established by the company’s policy prohibiting sexual harassment (FSC & Facility Policy 3-17). Verbal and physical contact of a sexual nature by any employee or supervisor, including sexual advances, requests for sexual favors or other conduct that tends to create an intimidating, hostile or offensive work environment, is strictly prohibited. All incidents of sexual harassment should be immediately reported as stated under “Reporting Violations and Seeking Guidance.” The company encourages employees’ involvement with the company’s health and safety programs to ensure the safety and health of the work environment and to minimize workplace hazards. All employees are encouraged to make suggestions to their supervisor concerning how to improve workplace safety. The company also requires employees to fully comply with the company’s safety and health programs and all relevant OSHA standards. If an employee feels he or she has been discriminated against on the basis of his or her race, color, gender or other protected category, or sexually harassed, he or she should immediately report the matter as stated under “Reporting Misconduct and Seeking Guidance.” Drug-free Workplace The company is committed to maintaining a drug-free workplace and will not tolerate on its premises either the manufacture, dispensation, possession, distribution or use of illicit drugs or alcohol while on duty. The company will not tolerate an employee being under the influence of illicit drugs or alcohol while on duty. The company will not The company is also strongly committed to complying with all federal and state laws and any amendments thereto governing employment, including but not limited to: the Americans with Disabilities Act; the Employee 25 tolerate an employee’s misuse of prescription medication while on duty or on the company’s premises. The company also prohibits the consumption of alcoholic beverages on company premises other than in connection with functions approved by the company. The company will immediately discipline anyone who violates this policy, and this discipline could take the form of discharge. In addition, the company has implemented a drug testing policy for applicants for employment and for current employees. FSC & Facility Policy 3-15 contains a complete description of the company’s drug and alcohol and testing policies. Ethical Concerns The company desires to create a work environment in which ethical concerns can be raised and openly discussed. If an employee raises an uncomfortable question or criticizes another employee, corporate officers and managers must welcome the employee’s questions or concerns, and, as appropriate, seek assistance in addressing them. If such corporate officer or manager does not know how to answer such a question or address a concern, the company’s Human Resources officials or the General Counsel will assist the corporate officer or manager in this regard. Open Communications The company encourages open communications, and the company strives to be responsive to problems and concerns. Though honest disagreements will occur, no one employed by or associated with the company or one of its facilities should be required to subordinate their reasonable and lawful professional standards, judgment or objectivity to those of any other individual. When differences of opinion may arise, they should be referred to appropriate management levels within the company for resolution. 26 External Communications (f) All responses to any government inquiry must be truthful and complete. No employee may ever destroy or alter any company documents in anticipation of a request for those documents from any government agency or court. If any employee believes that such conduct has occurred or may occur, he or she should immediately contact his or her supervisor and the General Counsel. See also “Business Information: Accuracy, Retention and Disposal of Documents and Records. Political Communications Communication of the company’s views to legislators, governmental agencies or the general public concerning legislation and governmental policies or practices affecting the company’s business operations is not prohibited, so long as such communication is made in accordance with applicable laws, such as those laws related to lobbying. In many circumstances, the company’s interests will require timely and effective communication of its views on public issues and policies affecting the company, its business and its stockholders. See also “Political Activity and Government Relations.” Employees who are contacted by law enforcement agents are advised that: (1) they should contact their supervisor (in the case of an employee) or the General Counsel (in the case of a corporate officer) immediately; (2) they have the right to speak or decline to speak, as all such conversations by them are entirely voluntary; (3) they have the right to speak to legal counsel before deciding to be interviewed; and (4) they can insist that legal counsel be present if the employee agrees to be interviewed. Requests from Government Agencies It is the company’s policy to cooperate fully with reasonable and appropriate requests from any governmental agency concerning the company’s operations. The company seeks to assure that its responses to government inquiries are complete, timely and properly coordinated, and also protect the rights of those involved. Guidelines for responding to requests from government agencies are described below. See also FSC & Facility Policy 1-10. Communication with the News Media (a) In order to assure that a request for information is properly authorized by a government agency, all requests must be made in writing prior to the company making any response. Any employee of the company contacted by a member of press should first inform the person making the inquiry of this company policy and refer the person to the designated spokesperson. Any employee so contacted must then inform one of the designated spokespersons of such contact. One of the designated spokespersons, in his or her discretion, may authorize another employee to make contact with the press or respond to a press inquiry. See also FSC & Facility Policy 1-4. Only company personnel specifically designated by the company’s executive officers (designated spokespersons) may initiate contact with newspaper reporters, representatives of the broadcast media, or any other members of the press or respond to inquiries of any kind by the press that in any way deal with or affect the company. (b) Only certain individuals within the company are authorized to respond without prior approval. The General Counsel will designate such individuals. (c) Unless an employee has been informed in writing that he or she is authorized to respond to the inquiry of a government agency, any contact with a government employee must be referred to his or her supervisor and/or the General Counsel to determine the most appropriate individual to respond to the inquiry. (d) In order to preserve a record of the company’s response to a government inquiry, all responses must be made or otherwise documented in writing. (e) Any response to a government inquiry must consider the need to protect individual privacy. 27 Facility Employee Standards of Conduct Facility employees and others who in the course of their duties conduct business with or within a company correctional facility must also be familiar with and are expected to abide by the standards of conduct set forth in the Facility Employee Supplement to the Code of Conduct, which is included within the company’s policies and procedures as an Appendix to FSC & Facility Policy 3-3. 28 Summary information contained in this Guide regarding the Code of Conduct and other company policies and procedures is provided for informational purposes only. Such information is not intended as a separate statement of CCA policy or as a substitute for or supplement to CCA's official policies and procedures. Neither this Guide nor the Code of Conduct is an employment contract or a guarantee of continued employment. CCA policies, guidelines and procedures, including the Code of Conduct, are subject to change by the company at any time. Copyright © 2005. Corrections Corporation of America. All rights reserved. 29