Corporate Governance

 

CODE OF BUSINESS CONDUCT AND ETHICS

 

  1. I.
      Ethics  
    II.
      Conflicts of Interest  
    III.
      Gifts, Bribes and Kickbacks  
    IV.
      Improper Use or Theft of Broadridge Property  
    V.
      Covering Up Mistakes; Falsifying Records  
    VI.
      Protection of Broadridge, Client or Vendor Information  
    VII.
      Gathering Competitive Information  
    VIII.
      Sales: Defamation and Misrepresentation  
    IX.
      Use of Broadridge and Third-Party Software  
    X.
      Developming Software  
    XI.
      Fair Dealing  
    XII.
      Fair Competition and Antitrust Laws  
    XIII.
      Securities Trading  
    XIV.
      Political Contributions  
    XV.
      Retention of Business Records  
    XVI.
      Waivers  
    XVII.
      Reporting Ethical Violations  
    XVIII.
      Conclusion  
         
           
      Ethics    
             
      Broadridge and each of its associates, wherever they may be located, must conduct their affairs with uncompromising honesty and integrity. Business ethics are no different than personal ethics. The same high standard applies to both. As a Broadridge associate you are required to adhere to the highest standard regardless of local custom.
             
      Associates are expected to be honest and ethical in dealing with each other, with clients, vendors, and all other third parties. Doing the right thing means doing it right every time.
             
      You must also respect the rights of your fellow associates and third parties. Your actions must be free from discrimination, libel, slander or harassment. Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, veteran's status, handicap or disability.
             
      Misconduct cannot be excused because it was directed or requested by another. In this regard, you are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be penalized for reporting your discoveries or suspicions.
             
      Broadridge conducts its affairs consistent with the applicable laws and regulations of the countries where it does business. Business practices, customs and laws differ from country to country. When conflicts arise between Broadridge's ethical practices, and the practices, customs, and the laws of a country, Broadridge seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, Broadridge will not proceed with the proposed action giving rise to the conflict. These ethical standards reflect who we are and are the standards by which we choose to be judged.
             
      The following statements concern frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will result in corrective action, including possible dismissal.
             
      Conflicts of Interest
             
      You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning Broadridge's best interests. You may not exploit your position or relationship with Broadridge for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:
             
     
    cause Broadridge to engage in business transactions with relatives or friends;
     
         
     
    use non-public Broadridge, client or vendor information for personal gain by you, relatives or friends (including securities transactions based on such information);
     
         
     
    have more than a modest financial interest in Broadridge's vendors, clients or competitors;
     
         
     
    receive a loan, or guarantee of obligations, from Broadridge or a third party as a result of your position at Broadridge; or
     
         
     
    compete, or prepare to compete, with Broadridge while still employed by Broadridge.
             
      There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the section on "Reporting Ethical Violations."
           
      Gifts, Bribes and Kickbacks    
       
      Other than for modest gifts given or received in the normal course of business (including travel or entertainment), neither you nor your relatives may give gifts to, or receive gifts from, Broadridge's clients and vendors. Other gifts may be given or accepted only with prior approval of your senior management. In no event should you put Broadridge or yourself in a position that would be embarrassing if the gift was made public.
             
      Dealing with government employees is often different than dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. You must be aware of and strictly follow these prohibitions.
             
      Any associate who pays or receives bribes or kickbacks will be immediately terminated and reported, as warranted, to the appropriate authorities. A kickback or bribe includes any item intended to improperly obtain favorable treatment.
             
      Improper Use or Theft of Broadridge Property    
             
      Every associate must safeguard Broadridge property from loss or theft, and may not take such property for personal use. Broadridge property includes confidential information, software, computers, office equipment, and supplies. You must appropriately secure all Broadridge property within your control to prevent its unauthorized use. Use of Broadridge's electronic communications systems must conform with Broadridge's Electronic Communications Systems Policy which, among other things, precludes using such systems to access or post material that: is pornographic, obscene, sexually-related, profane or otherwise offensive; is intimidating or hostile; or violates Broadridge policies or any laws or regulations. Associates may make limited non-business use of Broadridge's electronic communications systems, provided that such use: (i) is occasional; (ii) does not interfere with the associate's professional responsibilities; (iii) does not diminish productivity; and (iv) does not violate this Policy or Broadridge's Electronic Communications Systems Policy.
             
      There are other situations in which a conflict of interest may arise. If you have concerns about any situation, follow the steps outlined in the section on "Reporting Ethical Violations."
           
      Covering Up Mistakes; Falsifying Records    
             
      Mistakes should never be covered up, but should be immediately fully disclosed and corrected. Falsification of any Broadridge, client or third-party record is prohibited.
             
      Protection of Broadridge, Client or Vendor Information    
             
      You may not use or reveal Broadridge, client or vendor confidential or proprietary information to others. Additionally, you must take appropriate steps — including securing documents, limiting access to computers and electronic media, and proper disposal methods — to prevent unauthorized access to such information. Proprietary and/or confidential information, among other things, includes: business methods, pricing and marketing data, strategy, computer code, screens, forms, experimental research, information about, or received from, Broadridge's current, former and prospective clients, vendors, and associates.
             
      Gathering Competitive Information    
             
      You may not accept, use or disclose the confidential information of our competitors. When obtaining competitive information, you must not violate our competitors' rights. Particular care must be taken when dealing with competitors' clients, ex-clients, and ex-employees. Never ask for confidential or proprietary information. Never ask a person to violate a non-compete or non-disclosure agreement. If you are uncertain, the Corporate Legal Department can assist you.
             
      Sales: Defamation and Misrepresentation    
             
      Aggressive selling should not include misstatements, innuendo or rumors about our competition or their products and financial condition. Do not make unsupportable promises concerning Broadridge's products.
             
      Use of Broadridge and Third-Party Software    
             
      Broadridge and third-party software may be distributed and disclosed only to associates authorized to use it, and to clients in accordance with terms of a Broadridge agreement. Broadridge and third-party software may not be copied without specific authorization and may only be used to perform assigned responsibilities. All third-party software must be properly licensed. The license agreements for such third-party software may place various restrictions on the disclosure, use and copying of software.
             
      Developing Software    
             
      Associates involved in the design, development, testing, modification or maintenance of Broadridge software must not tarnish or undermine the legitimacy and "cleanliness" of Broadridge's products by copying or using unauthorized third-party software or confidential information. You may not possess, use or discuss proprietary computer code, output, documentation or trade secrets of a non- Broadridge party, unless authorized by such party. Intentional duplication or emulation of the "look and feel" of others' software is not permissible.
           
      Fair Dealing    
             
      No Broadridge associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
             
      Fair Competition and Antitrust Laws  
             
      Broadridge must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, the Corporate Legal Department can assist you.
             
      Securities Trading    
             
      It is usually illegal to buy or sell securities using material information not available to the public. Persons who give such undisclosed "inside" information to others may be as liable as persons who trade securities while possessing such information. Securities laws may be violated if you, or any relatives or friends trade in securities of Broadridge, or any of its clients or vendors, while possessing "inside" information. If you are uncertain, the Corporate Legal Department can assist you.
             
      Political Contributions    
             
      No company funds may be given directly to political candidates. You may, however, engage in political activity with your own resources on your own time.
             
      Retention of Business Records    
             
      Broadridge business records must be maintained for the periods specified in the Broadridge Record Retention Policy (available on the Broadridge Associate Portal) or the more specific policies of your business unit. Records may be destroyed only at the expiration of the pertinent period. In no case may documents involved in a pending or threatened litigation, government inquiry or under subpoena or other information request, be discarded or destroyed, regardless of the periods specified in the Record Retention Policy. In addition, you may never destroy, alter, or conceal, with an improper purpose, any record or otherwise impede any official proceeding, either personally, in conjunction with, or by attempting to influence, another person.
           
      Waivers    
             
      The Code of Business Conduct & Ethics applies to all Broadridge associates and its Board of Directors. There shall be no waiver of any part of the Code, except by a vote of the Board of Directors or a designated committee, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect Broadridge.
             
     

    In the event that any waiver is granted, the waiver will be posted on the Broadridge Web site, thereby allowing the Broadridge shareholders to evaluate the merits of the particular waiver.

             
      Reporting Ethical Violations    
             
      Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are powerless to stop suspected misconduct or discover it after it has occurred, you must report it to the appropriate level of management at your location.
             
      If you are still concerned after speaking with your local management or feel uncomfortable speaking with them (for whatever reason), you must (anonymously, if you wish) call the Broadridge Ethics Hotline at (201) 714-3500 or (800) 669-0661, or send a detailed note, with relevant documents, to Broadridge, 2 Journal Square Plaza, Jersey City, New Jersey 07306, Attention: Adam D. Amsterdam, Ethics Officer. You may also call Corporate Legal at (201) 714-8811 and ask to speak to an attorney designated to handle ethics matters, or you may directly contact the Audit Committee of Broadridge's Board of Directors by sending a detailed note, with relevant documents, to 72 Van Reipen Avenue, PMB # 340, Jersey City, New Jersey 07306- 2806, leaving a message for a return call at (201) 714-3399, or sending an email to Broadridge.audit.Committee@broadridge.com.
             
      Your calls, detailed notes and/or emails will be dealt with confidentially. You have the commitment of Broadridge and of the Audit Committee of Broadridge's Board of Directors that you will be protected from retaliation.
             
     

    Conclusion

     
             
      In the final analysis you are the guardian of Broadridge's ethics. While there are no universal rules, when in doubt ask yourself:
             
     
    Will my actions be ethical in every respect and fully comply with the law and with Broadridge policies?
     
         
     
    Will my actions have the appearance of impropriety?
     
         
     
    Will my actions be questioned by my supervisors, associates, clients, family, and the general public?
     
         
     
    Am I trying to fool anyone, including myself, as to the propriety of my actions?
       
      If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with your local management. If you are still uncomfortable, please follow the steps outlined above in the section on "Reporting Ethical Violations."
           
     
    Any associate who ignores or violates any of Broadridge's ethical standards, and any manager who penalizes a subordinate for trying to follow these ethical standards, will be subject to corrective action, including immediate dismissal. Please refer to Broadridge's Corrective Action Policy. However, it is not the threat of discipline that should govern your actions. We hope you share our belief that a dedicated commitment to ethical behavior is the right thing to do, is good business, and is the surest way for Broadridge to become and remain a World Class Service company.