Code of Ethics

Dear Colleagues,

Our Code of Conduct and Business Ethics is one of the most important documents at Convergenz. It is the foundation on which all our business practices at Convergenz are constructed and, therefore, is critical for each of us to read and understand.

Our Code of Conduct and Business Ethics is a values-based document, rather than compliance-based, which means it goes beyond a simple listing of right and wrong. You will find that the Code of Conduct and Business Ethics explains the ethical business practices and conduct that must govern all that we do here at Convergenz.

I believe that a major contributor to our success is our integrity and trustworthiness – and that is what this Code of Conduct and Business Ethics is really all about.

Everyone at Convergenz is personally accountable for reading and understanding the Code of Conduct and Business Ethics, thinking about the principles on which it is constructed, and then incorporating those principles into all that we do.

If you have questions about the Code of Conduct and Business Ethics or any ethical issue you may face, please contact your manager or the Human Resources department for assistance. Thank you.

Sincerely,
Convergenz Management

 

SECTION 1
ETHICAL BUSINESS PRACTICES

• We should conduct our business in accordance with all material applicable laws, rules and regulations.
• We should maintain the highest standards of ethical business conduct and integrity by:

Being fair and honest in all business dealings, including our professional relationships;
Properly maintaining all information and records and recognizing errors promptly and correcting them; and
Cooperating fully with all internal and external audits and investigations initiated or sanctioned by Convergenz and/or our clients.

• We must make business decisions solely in the best interests of Convergenz without regard to personal gain. This means that we should use good judgment and endeavor to avoid even the appearance of any conflict between our individual interests and those of Convergenz.

BUSINESS CONDUCT
1. Dealing Fairly With Others and Maintaining Professional Relationships:

a. To maintain an effective working environment, we must treat others with fairness and respect, and we must maintain the highest standards of personal integrity.

b. We are committed to providing all employees with a workplace free of conduct that may be considered harassing, abusive or offensive, and we will not unlawfully discriminate against anyone.

• We will not tolerate harassment in any form.
  To maximize our effectiveness as an organization, we must promote equal opportunity and diversity. We must not discriminate against others.
• c. We should deal fairly with customers, suppliers, competitors, and colleagues, and should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential or privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

d. Understanding that we represent Convergenz at all times, we should strive to conduct our personal affairs, including our financial affairs, in a responsible and prudent manner.

2. Avoiding Conflicts of Interest

a. To avoid the appearance that a conflict of interest may influence a business decision:

• We must not solicit customers, suppliers or anyone else for gifts.
• We must not accept cash gifts from customers.

b. To avoid conflicts of interest, we should avoid business arrangements in which our interests are contrary to the interests of Convergenz.

3. Respecting Confidentiality of Information

a. To keep the trust of our employees and clients, we must maintain the confidentiality of the information they provide to us or that we develop or collect about our employees and clients and must honor their reasonable expectations of privacy.

b. To protect Convergenz, we must maintain the confidentiality of its “Proprietary Information”. Proprietary Information is any information developed, compiled and/or used by Convergenz and its employees in the course of business that is not available to the public, including, but not limited to, customer lists and other customer information, employee lists and other employee information, business procedures and processes, loan and other documentation, studies, software and other computer programming and records, including emails.

c. To protect Convergenz, we may not divulge or disclose Proprietary Information to any person outside Convergenz who is not authorized to receive such information. This obligation continues to apply after employment with Convergenz ends.

d. To protect the privacy of fellow employees, we must maintain the confidentiality of their personal information.

e. To maintain the respect and trust of those with whom we do business, we must protect all “Proprietary Information” we receive, whether or not such information is related to them.

f. To maintain the confidentiality of information, we must protect data processing, software and electronic information security.

4. Protecting Convergenz Property
To help Convergenz operate in an efficient and cost-effective manner, we should:

• properly maintain and protect property belonging to Convergenz;
• protect property belonging to Convergenz from theft and waste; anduse Convergenz property in an appropriate manner for legitimate business purposes.

5. Complying With Applicable Laws

a. We should conduct our business at all times in accordance with all material laws, rules and regulations that apply to our business and not engage in conduct that violates such laws, rules and regulations.

b. It is every employee’s responsibility to read, understand and comply with any and all policies that may be implemented by any division of Convergenz. Convergenz takes its responsibilities under all policies very seriously, therefore, it is incumbent upon each employee to understand his/her responsibilities under the the same policies. An employee’s responsibilities under Convergenz policies are not transferable to a manager, subordinate, peer or any other agent or employee of Convergenz. The responsibility rests with each employee. Failure to adhere to Convergenz policies may result in disciplinary action including, without limitation, termination.

c. Understanding the laws, rules and regulations applicable to our business is important. If we are uncertain or have any question regarding any issue, we should speak with the managing partners.

d. Convergenz has other policies that govern our daily activities. These policies may be corporate-wide or specific to a business unit. We must become familiar with and understand such policies.

6. Care With External Relationships

To help Convergenz maintain excellent relationships with the public, we should take special care in dealing with the media, government officials and community groups, as well as postings on public web sites (i.e. Facebook, Linked In, MySpace, etc.)

7. Reporting Illegal or Unethical Behavior

We each have responsibilities to seek appropriate guidance regarding our actions when necessary and to report violations of laws, rules, regulations, that apply to our business, as well as violations of this Code of Conduct and Business Ethics and other Convergenz policies, to the extent that we know a violation of either has occurred. Convergenz will not take any adverse action or retaliate in any way against any employee who, in good faith, reports any such violation.

SECTION 2
FRAUD

1. Background

The corporate fraud policy is established to facilitate the development of controls which will aid in the detection and prevention of fraud against Convergenz, LLC. In addition, the company’s fraud policy formalizes the expectations of personal honesty and integrity required of company employees. It is the intent of Convergenz, LLC to promote consistent organizational behavior by providing guidelines and assigning responsibility for the development of controls and conduct of investigations.

2. Scope of Policy

This policy applies to any fraud, or suspected fraud, involving employees as well as consultants, vendors, contractors, outside agencies doing business with employees of such agencies, and/or any other parties with a business relationship with Convergenz, LLC (also called the Company). Any investigative activity required will be conducted without regard to the suspected wrongdoer’s length of service, position/title, or relationship to the Company.

3. Policy

Convergenz, LLC has adopted a zero tolerance policy regarding fraud. No employee of the company shall remove any company assets from the property, misuse any company asset for ones personal gain, or willfully misappropriate any company asset. Any evidence supporting fraud, theft or embezzlement of company assets and equipment may be subject to the following actions including but not limited to: suspension, termination, restitution, and criminal charges.

Management is responsible for the detection and prevention of fraud, misappropriations, and other inappropriate conduct. Fraud is defined as the intentional, false representation or concealment of a material fact for the purpose of inducing another to act upon it to his or her injury. Each member of the management team will be familiar with the types of improprieties that might occur within his or her area of responsibility, and be alert for any indication of irregularity. Any fraud that is detected or suspected must be reported immediately to your manager, who coordinates all investigations with the Human Resources Department and other affected areas, both internal and external.

 4. Actions Constituting Fraud

The terms defalcation, misappropriation, and other fiscal wrongdoings refer to, but are not limited to:

Any dishonest or fraudulent act
Forgery or alteration of any document or account belonging to the Company
Forgery or alteration of a check, bank draft, or any other financial document
Misappropriation of funds, securities, supplies, or other assets
Impropriety in the handling or reporting of money or financial transactions
Disclosing confidential and proprietary information to outside parties
Disclosing to other persons securities activities engaged in or contemplated by the company
Forgery or alteration of timecards
Destruction, removal or inappropriate use of records, furniture, fixtures, and equipment
Theft of any asset (money, tangible property, etc.)
Embezzlement; and/or
Any similar or related inappropriate conduct

5. Other Inappropriate Conduct

Suspected improprieties concerning an employee’s moral, ethical, or behavioral conduct, should by resolved by Human Resources Department. If there is any question as to whether an action constitutes fraud, contact your manager for guidance.

6. Investigation Responsibilities

The VP of Finance has the primary responsibility for the investigation of all suspected fraudulent acts as defined in the policy. If the investigation substantiates that fraudulent activities have occurred, the VP of Finance and Human Resources supervisor will issue reports to appropriate designated personnel. Decisions to prosecute or refer the examination results to the appropriate law enforcement and/or regulatory agencies for independent investigation will be made in conjunction with legal counsel and senior management, as will final decisions on disposition of the case.

7. Confidentiality

The Company treats all information received confidentially. Any employee who suspects dishonest or fraudulent activity will notify your manager immediately, and should not attempt to personally conduct investigations or interviews/interrogations related to any suspected fraudulent act (see REPORTING PROCEDURE section below). Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know. This is important in order to avoid damaging the reputations of persons suspected but subsequently found innocent of wrongful conduct and to protect the Company from potential civil liability.

8. Authorization For Investigating Suspected Fraud

Members of the Investigation Unit will have:

Free and unrestricted access to all Company records and premises, whether owned or rented; AND
The authority to examine, copy, and/or remove all or any portion of the contents of files, desks, cabinets, and other storage facilities on the premises without prior knowledge or consent of any individual who may use or have custody of any such items or facilities when it is within the scope of their investigation.

9. Reporting Procedures

Great care must be taken in the investigation of suspected improprieties or wrongdoings so as to avoid mistaken accusations or alerting suspected individuals that an investigation is under way. The employee or other complainant may remain anonymous. All inquiries concerning the activity under investigation from the suspected individual, his or her attorney or representative, or any other inquirer should be directed to the Human Resources department. No information concerning the status of an investigation will be given out. The proper response to any inquiries is: “I am not at liberty to discuss this matter.” Under no circumstances should any reference be made to “the allegation,” “the crime,” “the fraud,” “the forgery,” “the misappropriation,” or any other specific reference.

The reporting individual should be informed of the following:

• Do not contact the suspected individual in an effort to determine facts or demand restitution.
• Do not discuss the case, facts, suspicions, or allegations with anyone unless specifically asked to do so by the Human Resources and/or the VP of Finance.

The following procedures should be followed when reporting fraud:

1. Suspected or known fraudulent acts by employees shall be reported to their respective supervisor or to the Human Resources manager. If the employee has reason to believe that their supervisor may be involved, the employee shall notify the Human Resources manager.

2. Supervisors shall a) communicate the provisions of this policy to all staff, b) take no action without consulting their manager, c) recommend appropriate temporary disciplinary action when there is evidence of wrong-doing, and d) if suspension or termination is recommended, consult with the Human Resources representative.

3. Supervisors and/or managers shall communicate any suspected or known fraudulent act to VP of Finance. The VP of Finance may initiate internal investigative actions of the suspected act. The internal investigation may include but is not limited to surveillance, either electronic or visual. Document research may include, but is not limited to, cash terminal journal rolls, ledgers, and accounting records.

4. No employer or person acting on behalf of an employer shall dismiss or threaten to dismiss an employee; discipline or suspend or threaten to discipline or suspend an employee; impose any penalty upon an employee; or intimidate or coerce an employee because the employee has acted in accordance with the requirements of the policy. Any violation of this section may result in disciplinary action up to and including termination of employment.

10. Termination

If an investigation results in a recommendation to terminate an individual, the recommendation will be reviewed for approval by the designated representatives from Human Resources and, if necessary, by outside counsel, before any such action is taken. The decision to terminate an employee is made by the employee’s management. Should the senior management believe the management decision inappropriate for the facts presented, the facts will be presented to executive level management for a decision.

11. Administration

The VP of Finance is responsible for the administration, revision, interpretation, and application of this policy. The policy will be reviewed annually and revised as needed.

SECTION 3
RESPONSIBILITIES

If an activity involving you or others seems questionable, seek guidance before a problem develops. Your manager and the Human Resources department can help you to understand what is required of you. Ultimately, however, the responsibility for complying with this Code of Conduct and Business Ethics rests with you. It is never acceptable to excuse unethical conduct because it was initiated at the request or direction of another. Also, please remember that, in addition to this Code of Conduct and Business Ethics, other policies of Convergenz may govern any particular course of action. You should consult such other policies when determining appropriate behavior.

Any violation of this Code of Conduct and Business Ethics or any other Convergenz policy will constitute grounds for corrective action, up to and including the immediate termination of employment or engagement, at Convergenz sole discretion. Human Resources, in consultation with Legal Council and/or Managing Partners, as appropriate, is authorized to interpret and apply the provisions of this Code of Conduct and Business Ethics and to determine what actions constitute a violation of this Code of Conduct and Business Ethics.

We all are required to review this material and report promptly in writing any circumstances which may be in conflict, or appear to be in conflict, with these practices and guidelines. Employees should report to their supervisor and Human Resources.

We are responsible for reporting potential conflicts of interest in our own or other employees’ activities or behavior that may violate any law, rule, regulation, or provision of this Code of Conduct and Business Ethics or any other Convergenz policy. We must always remember that public confidence in our firm can be eroded by irresponsible or improper conduct by any employee. Even the appearance of impropriety can be damaging to Convergenz, as well as to our personal careers. Employees are assured that no disciplinary action or retaliation of any kind will be taken or tolerated by Convergenz as a result of an employee reporting in good faith a potential conflict of interest in another employee’s activities or a suspected violation of law, rule, regulation, or provision of this Code of Conduct and Business Ethics or any other Convergenz policy by another employee.

Employees also must report criminal convictions or charges brought against them for offenses involving theft, fraud, dishonesty or breach of trust in a written statement to the managing partners.

SECTION 4
GETTING HELP

If you have any questions about any provision of this Code of Conduct and Business Ethics, first contact your manager. If that is impractical for any reason, or if a manager has additional questions, there are many other sources of help. Corporate Operations/Human Resources and/or the managing partners will counsel employees and managers on these guidelines at any time.