Corporate Governance
Code of Business Standards & Ethics
Navigant Consulting Code of Business Standards and Ethics*
I. Introduction
This Code of Business Standards and Ethics (this “Code”) summarizes the principles of honest and ethical conduct that Navigant Consulting, Inc. (the “Company”) expects every employee, officer and member of the Board of Directors (“Director”) to know and follow. Anyone who violates the letter or spirit of these policies is subject to disciplinary action, up to and including termination.
This Code highlights significant legal and ethical issues that may arise, and identifies the mechanisms available to report potential illegal or unethical conduct. It is not a comprehensive document that addresses every legal or ethical issue that an employee, officer or Director may confront, nor is it a summary of all laws and policies that apply to the Company’s business. Ultimately, no code of business standards and ethics can replace good judgment and responsible behavior. If you have any questions about this Code, you should consult with the Company’s General Counsel. If you have reason to believe someone may be violating this Code, you should report such violations through any of the channels identified in Section XI below. No one at the Company has the authority to make exceptions to this Code, other than our Board of Directors or the Nominating and Governance Committee of our Board of Directors.
II. Compliance with Laws
Rules and Regulations Employees, officers and Directors must comply fully with all applicable federal, state and local laws, rules and regulations that govern the Company’s business conduct, including, without limitation, antitrust laws, employee health and safety laws, environmental laws, securities laws and the Foreign Corrupt Practices Act.
Antitrust Laws
The criminal provisions of the antitrust laws prohibit, among other things, any agreement between competitors regarding prices to be charged, competitive bidding, clients to be solicited or geographic areas to be served. These types of agreements are routinely prosecuted as criminal offenses. Both the individual perpetrators, and the companies they represent, may be charged with criminal activity and, if convicted, may be subject to severe penalties, including substantial fines and prison terms for the individuals involved in the illegal activity. Antitrust violations also subject the Company to civil suits (often large-scale class actions) in which clients or other successful plaintiffs are entitled to recover three times the damages they prove, plus their attorneys’ fees.
Any contact with a competitor may be troublesome. An agreement between competitors need not be written or precise in order to be challenged under the antitrust laws; a general and informal understanding is sufficient. Thus, illegal agreements are often proved through circumstantial evidence of “small talk,” “casual discussions” and “harmless” exchanges of business information. You should avoid such discussions, whether they occur in a large, formal group or in a social setting following a trade association or similar meeting.
If a competitor raises a competitively sensitive topic or any other matter that you believe might violate the antitrust laws, our Company policy, or this Code, you should immediately and firmly decline to discuss it and inform the Company’s General Counsel as soon as possible.
Employee Health and Safety Laws
The Company is committed to providing a healthy and safe work environment. To that end, we must comply fully with all federal, state and local health and safety laws, rules and regulations. It is your responsibility to prevent accidents by maintaining a safe work environment and following safe work procedures and practices.
It is Company policy to forbid the possession and use of illegal drugs by any employee, officer or Director while engaged on Company business or in the workplace. The responsible use of alcohol is not prohibited, provided that such use does not affect your work or your relationships with fellow employees and does not contravene otherwise applicable laws or client rules, for example when you are working at client locations. There is no valid reason ever to be in possession of a weapon or firearm while on Company property or at a client’s premises.
Environmental Laws
The Company’s policy is to obey strictly the laws that protect the environment. Any person who knowingly or negligently violates requirements or prohibitions of such laws, including the stated conditions of approved permits, can be subject to substantial fines and penalties, both civil and criminal.
Foreign Corrupt Practices Act
In general, the Foreign Corrupt Practices Act (“FCPA”) prohibits the Company from making, or offering to make, payments or promises to foreign governments, foreign officials, foreign political parties, candidates for foreign political office or other persons known to be conduits to such recipients, if the purpose of such payment or promise is to obtain or retain business or to direct business to any other person. Both civil and criminal liability is imposed for violations of the FCPA requirements and proscriptions. The Company’s policy is to comply fully with the FCPA.
Records Retention
Employees and officers are expected to become familiar with the Company’s and clients’ policies regarding records retention applicable to them and to adhere to those policies. (In general, Directors are not responsible for retaining records relating to the Board of Directors’ activities; that is the corporate secretary’s responsibility.) If an employee, officer or Director becomes aware of a subpoena or a pending, imminent or contemplated litigation or government investigation relating to the Company, or has reason to believe that a violation of the Company’s or a client’s records retention policy has been or is being committed, he or she should contact the Company’s General Counsel immediately.
III. Prohibition against Insider Trading
In general, employees, officers and Directors who have access to, or knowledge of, material nonpublic information from or about the Company are prohibited from buying, selling or otherwise trading in the Company’s stock or other securities. “Material nonpublic” information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell the Company’s stock or other securities.
Such insiders also are prohibited from giving “tips” on material nonpublic information. Employees may not directly or indirectly disclose such information to any other person, including family members, other relatives and friends, so that they may trade in the Company’s stock. Further, if during the course of your employment with the Company you acquire material nonpublic information about another company, such as one of our clients, or you learn that the Company is planning a major transaction with another company (such as an acquisition), you are restricted from trading in the securities of the other company.
Such “insider trading” is both unethical and illegal, with criminal penalties of up to $5 million and a jail term of up to 20 years, and civil penalties of up to three times the illegal profit gained or loss avoided.
The Company’s policies regarding insider trading are set forth more completely in our Employee Handbook.
IV. Corporate Conflicts of Interest
Business decisions should be made in the best interest of the Company, not motivated by personal interest or gain. Therefore, as a matter of Company policy, all employees, officers and Directors should try to avoid such conflicts of interest. When conflicts, or potential conflicts, arise, they should be promptly disclosed to the Company as described in the last paragraph of this section. In many cases, such potential conflicts may be “cured” by full and timely disclosure and by recusing oneself from any personal involvement in the relevant business decision. In other cases, the appropriate Company representative may be willing to waive or consent to the conflict, but only after full disclosure and appropriate consideration.
A “conflict of interest” occurs when an individual’s personal interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict of interest situation can arise when an employee, officer or Director takes actions or has interests (financial or other) that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also may arise when an employee, officer or Director, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company, regardless of whether such benefits are received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and Directors and their respective family members are of special concern. Federal law currently prohibits the Company from making loans to Directors and executive officers.
Questions about potential conflicts of interest should be addressed to the Company’s General Counsel. Employees should make any necessary disclosures of actual or potential conflicts of interest in writing to the General Counsel. Officers and Directors should make any necessary disclosures of actual or potential conflicts of interest in writing to the Chairman of the Nominating and Governance Committee.
V. Corporate Opportunities and Clients
Employees, officers and Directors are prohibited from: (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company during the period of their employment. In addition, some officers and employees may have contracts prohibiting or limiting certain forms of competition with the Company for a period of time after their employment ends.
All clients are clients of the Company. This is true even though in many cases clients may have come to the Company as a result of personal relationships, or individual efforts, expertise or reputations.
Questions about potential corporate opportunities or client relationships should be addressed to the Company’s General Counsel. Employees should make any necessary disclosures or requests for consent in writing to the General Counsel. Officers and Directors should make any necessary disclosures or requests for consent in writing to the Chairman of the Nominating and Governance Committee.
Code of Business Standards and Ethics PDF
*As approved by the Board of Directors on April 21, 2004.