Introduction

At Transaction Network Services, we are committed to high standards of ethical conduct and conducting our business in compliance with legal requirements. In support of this commitment, this Code of Conduct serves as a guide for all of us to live up to our standards and to put our values into practice: Accountability, Professionalism, Service Excellence, Innovation, Determination, and Collaboration.

The Code of Conduct applies to all employees, officers and directors of Transaction Network Services, Inc. and its subsidiaries (collectively, the “Company” or “TNS”) throughout the world.

The core message is simple: we must endeavor to ensure that our actions are conducted with integrity and honesty in the course of all of our business dealings. We must endeavor to be honest, fair, and trustworthy in all our activities and are expected to:

• comply with the applicable laws and regulations governing our business conduct worldwide;
• avoid all conflicts of interest between work and personal affairs;
• foster an atmosphere in which fair employment practices extend to every member of the diverse TNS community; and
• deal fairly with our customers and maintain confidentiality.

By following these core principles and through leadership at all levels, we can sustain a culture where ethical conduct is recognized, valued, and exemplified by all at TNS.

Each one of us is accountable for reading, understanding, and following this Code of Conduct. It does not and cannot contain every circumstance we may encounter in our work at TNS. If any one of us is unclear about a particular situation, we are encouraged to discuss the situation with our manager, a member of TNS’ legal department or a member of TNS’ audit committee before we proceed.

All of us are expected to promptly raise concerns that we may have about possible violations of the law, this Code of Conduct or other improper activity. TNS is committed to maintaining an environment in which all of us feel free to report possible violations and will not tolerate any adverse action suffered by an employee or director because he or she questions a business practice or reports, in good faith, a suspected violation. Reports may be made anonymously and will be kept confidential to the extent allowable by law.

Compliance with Laws, Rules and Regulations

We will seek to comply with all laws, rules and regulations applicable to our business globally. To this end, all TNS employees are expected to become familiar with the laws and regulations applicable to our duties. The Company will, from time to time, provide training programs for this purpose, and you are encouraged to participate in appropriate training programs.

If you are uncertain about the propriety or legality of any proposed action, then before proceeding you should seek guidance using one of the many options available to you.

Asking Questions, Raising Concerns and Getting Guidance

We have a clear responsibility and must have the courage to ask questions and raise concerns about compliance or ethical behavior. When you know of, or suspect, a possible violation, you have a responsibility to report, in good faith, that information to your supervisor. If, for any reason, you feel uncomfortable reporting issues to your supervisor, or if you believe your supervisor has not appropriately addressed an issue, you have other options. If you are uncertain whether your own conduct is proper, ask for help from any of the options available to you.

Options for Asking Questions, Raising Concerns and Getting Guidance:

• Your immediate supervisor
• Any member of management
• Any local or corporate human resources leader
• Any compliance and ethics resource
• Any lawyer in Legal
• Contacting the GuideLine

You may report your concern online by visiting www.mykochguideline.com. International toll-free phone numbers are displayed once you have selected TNS as your company and country location, if you prefer to contact the GuideLine by phone. Posters with international toll-free GuideLine numbers may also be posted in your workplace.

The GuideLine is operated confidentially by an independent third-party. It is available 24 hours a day, 7 days a week, to respond to your questions and concerns (anonymously, if you choose and as allowed by local law). It also offers multilingual services. The GuideLine specialists notify the representatives of the TNS Legal and HR teams, which will assess and determine appropriate action.

The GuideLine appropriately addresses the use, retention, transfer, disclosure and protection of any personally identifiable information contained within, including responsible and lawful collection and disposal. Retaliation, retribution or harassment against any employee who, in good faith, asks any question or raises any concern regarding ethical behavior or compliance responsibilities is against Company policy and is prohibited. “Good faith” does not mean that a reported concern must be correct, but it does require that you believe you are providing complete and truthful information when you report a concern or ask a question. If you feel you are being retaliated against, you must contact one of the options available to you.

Compliance with Code of Conduct

TNS expects careful compliance with this Code of Conduct by all personnel at every level. Failure to comply with it may result in serious legal difficulties for the employee, as well as TNS. A failure to follow its letter and spirit would be considered a matter of extreme seriousness and a basis for discipline up to and including termination of employment.

Waiver

Any waiver of TNS’ Code of Conduct for an officer or director may only be made by the Board of Directors or a committee of the Board of Directors. Waivers for other individuals must be approved in writing by the TNS Chief Executive Officer (CEO) or General Counsel.

Protection and Proper Use of TNS Assets

TNS assets, including intellectual property, trade secrets and other confidential information, are valuable resources. These assets may be used only for legitimate business purposes and are not allowed for personal benefit or for the profit or benefit of persons outside of TNS. We must endeavor to protect our assets and use them efficiently. We must not misappropriate, or make other improper use of, the assets of TNS, any customer or any other person. We must report any theft, suspected theft or misuse through one of the many options available to you.

Conflicts of Interest & Corporate Opportunities

We are expected to act in the best interests of TNS and to avoid conflicts of interest with the interests of TNS. A conflict of interest occurs when, because of your role at TNS, you are in a position to influence a decision or situation that may result in personal gain for you or your relatives or significant others at the expense of TNS or our customers. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships and in-laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee or director or with whom the employee or director has a business or investment relationship outside TNS.

Employees and directors owe a duty of loyalty to TNS to advance its legitimate interests over their own interests when opportunities arise. For this reason, TNS prohibits its employees and directors from engaging in any activity, practice, or conduct which conflicts with, or appears to conflict with, the interests, reputation, or integrity of TNS, its customers or its suppliers.

For instance: we may not take an outside job if it involves competition with TNS, working during TNS work hours, or using TNS facilities or equipment. We may not serve as an officer or director of an outside entity if its activities conflict with the interests of TNS. We may not take for ourselves opportunities that we find through our position, or use the TNS property, information or position for personal gain. We must never use or attempt to use our position at TNS to obtain any improper personal benefit for ourselves, our relatives or significant others.

All of us at TNS should strive to avoid situations that present potential conflicts of interest. We should also be sensitive to even the appearance of a conflict. This means that all employees and directors should avoid any investment, interest, association or activity while working for TNS that may cause others to question its fairness or integrity.

Many potential conflicts of interest can be prevented or remedied by making full disclosure of the situation. Employees shall promptly notify their manager, and officers shall promptly notify a member of TNS’ legal department, if any actual or potential conflict of interest arises between the employee and TNS. Directors shall promptly notify TNS’ CEO and corporate secretary if any actual or potential conflict of interest arises between the director and TNS.

The CEO will consider and resolve any conflict of interest questions concerning employees. The Board of Directors will consider and resolve any conflict of interest questions concerning officers or directors.

The duties with respect to corporate opportunities and conflict of interest of TNS directors who are directors, principals, officers, employees, shall be governed by Article Ten of the TNS certificate of incorporation.

Related Party Transactions

We should avoid conducting TNS business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role.

If you are aware of a possible related party transaction between you, a relative or a significant other and TNS, you must fully disclose the nature of the proposed related party transaction to your manager. If the proposed related party transaction is determined by TNS’ Chief Financial Officer (CFO) to be material to TNS, the Board of Directors must review and approve the matter in writing in advance of TNS entering into the transaction. Any proposed related party transaction between any officer and/or employee of TNS, their relative or significant other and TNS also must be submitted to the CEO for review and approval in writing in advance of TNS entering into the transaction. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to the related party.

Anti-Corruption and Commercial Bribery

No one acting on behalf of TNS may use bribes, kickbacks, or other corrupt practices in conducting TNS’ business.

It is TNS’ policy to fully comply with the United States Foreign Corrupt Practices Act (FCPA), United Kingdom Bribery Act, Brazilian Clean Companies Act, and all other applicable anti-corruption laws. These laws general forbid the soliciting, accepting, offering, providing or approving to provide anything of value to anyone, either a foreign public official or business associates or their immediate family members as an inducement or reward offered, promised or provided in order to gain any commercial, contractual, regulatory or personal advantage.

Gifts and Hospitality
TNS’ policy does not prohibit normal and appropriate hospitality (given or received) to or from third parties. The giving or receiving of hospitality or gifts is not prohibited if the following requirements are met:

• it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favors or benefits;
• it complies with local law;
• it is given in TNS’ name, not in your name;
• it does not include cash or a cash equivalent (such as gift certificates or vouchers);
• it is appropriate in the circumstances. For example, in certain countries it is customary for small gifts to be given at Christmas time;
• taking into account the reason for the gift, it is of an appropriate type and value and given at an appropriate time;
• it is given openly, not secretly; and
• gifts should not be offered to, or accepted from, foreign public officials or representatives, or politicians or political parties.

We appreciate that the practice of giving business gifts varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift or hospitality is reasonable and justifiable. The intention behind the gift should always be considered.

It is not acceptable for you (or someone on your behalf) to:

• give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;
• give, promise to give, or offer, a payment, gift or hospitality to a government official, agent or representative to “facilitate” or expedite a routine procedure;
• accept payment from a third party that you know or suspect is offered with the expectation that it will obtain a business advantage for them; or
• accept a gift or hospitality from a third party if you know or suspect that it is offered or provided with an expectation that a business advantage will be provided by us in return.

Record Keeping
When conducting business for and on behalf of TNS, employees must declare and keep a written record of all hospitality or gifts accepted or offered, which will be subject to managerial review.

Employees must ensure all expense claims relating to hospitality, gifts or expenses incurred to third parties are submitted in accordance with our expense policy and specifically record the reason for the expenditure.

All accounts, invoices, memoranda and other documents and records relating to dealings with third parties, such as customers, suppliers/vendors and business contacts, should be prepared and maintained with strict accuracy and completeness. No accounts must be kept “off-book” to facilitate or conceal improper payments.

Reporting
If any of us are asked to make any improper payments, including facilitating payments (small payments given in exchange for performing routine governmental functions), we must contact the TNS’ legal department immediately.

Privacy and Data Protection

TNS is committed to compliance with all applicable privacy and data protection laws in all countries in which we operate. This commitment reflects the importance we place on earning and keeping the trust of our employees, customers, suppliers, consumers and other individuals when we are in the possession of their personal data.

The definition of personal data varies by jurisdiction. Information or a combination of data that identifies a unique individual, such as name, personnel number, address, date of birth or other identifiers may be personal data. Personal data must be safeguarded from loss or theft and inappropriate use or collection. If you manage personal data as a part of your role for the Company, make sure you take steps to appropriately secure it and limit access to such information only to those who have a legitimate business need. If you suspect that personal data has been used, altered or disclosed inappropriately, or that a breach of personal data may have occurred, you must report your concern through one of the many options available to you.

Confidentiality

Serious problems could be caused for TNS by unauthorized disclosure of internal information about TNS. TNS’ employees and officers should maintain the confidentiality of information entrusted to them by TNS, its customers or others, except when disclosure is authorized or legally mandated. Employees and officers should not discuss internal TNS matters or developments with anyone outside of TNS, except as authorized, as required in the performance of regular corporate duties, or as is required by law, subpoena, court order or other lawful process.

This policy includes information concerning companies with which TNS or its subsidiaries do business or are considering doing business or engaging in a transaction.

This prohibition applies specifically (but not exclusively) to inquiries about TNS, which may be made by the financial press, investment analysts or others in the financial community. Unless you are expressly authorized to the contrary, if you receive any inquiries of this nature, you should decline comment and refer the inquirer to the TNS legal department.

Political Involvement

TNS’ funds and other assets may not be contributed, directly or indirectly, to any political campaign without the prior written approval of TNS’ CEO.

TNS encourages employees to exercise any right they may have to vote and participate in the political process. If you are involved in politics, you must be sure to express your views as an individual, not as a representative of the TNS. In general, involvement in personal political activities or donations must be on your own time, at your own expense, without the use of TNS supplies or facilities. Company reimbursement of an employee’s personal political contribution is prohibited.

You are not allowed to solicit from your coworkers during Company working time, in work areas, or by using Company resources, such as email. You should also refrain from soliciting anyone you supervise.

Fair Employment Practices

TNS is committed to fair employment practices that use merit, qualifications and other job-related criteria as the basis for employment related decisions. TNS is also committed to following the applicable labor and employment laws wherever it operates and to providing a work environment for its employees free of illegal discrimination and harassment.

To live up to this commitment, TNS must recruit, hire, train, compensate, promote and provide other conditions of employment without regard to a person’s race, color, religion, national origin, citizenship status, gender, marital status, sexual orientation, age, disability, veteran status or other characteristic protected by law. TNS must not tolerate intimidating, abusive or offensive conduct or sexual harassment in our workplace. TNS shares a responsibility to promote a respectful work environment; TNS has a duty to report any discrimination or harassment that TNS may see in the workplace to a manager or TNS legal department.

In addition, TNS is committed to ensuring that there is no modern slavery or human trafficking in our supply chains or in any part of our business. TNS will not tolerate any such activities within our own operations or within our supply chain. As part of our initiative to identify and mitigate risk and ensure compliance with applicable laws, including without limitation the UK Modern Slavery Act 2015, TNS will continue to maintain relevant business processes and systems to:

• identify and assess potential risk areas in our supply chains;
• mitigate the risk of slavery and human trafficking occurring in our supply chains;
• monitor potential risk areas in our supply chains and undertake necessary due diligence checks; and
• protect whistle blowers.

Antitrust and Fair Competition

All TNS representatives must conduct business in compliance with all applicable antitrust and fair competition laws, which generally prohibit activities that restrain free trade and limit competition. These laws, which can vary globally, are intended to promote healthy competition in the market and to protect the interests of consumers. Generally, conduct that could give rise to a violation of some of these laws include but is not limited to agreements to control or fix prices, boycotting certain suppliers or customers, dividing up markets among competitors, or structuring the production or sale of products with an anti-competitive purpose.

Given how complex these laws are, you should always seek guidance from the TNS legal department if you have concerns about an agreement you have been asked to enter into or you observe other conduct that you think may have an impact on TNS’s ability to meet its commitment to conducting its business in full compliance with the law.

Principles Concerning Financial Reporting and Disclosure

TNS’ CEO, CFO, Controller and Vice President – Finance and the employees they manage will endeavor to cause TNS to:

• maintain accurate books and records that reflect our financial information;
• prepare financial statements in accordance with generally accepted accounting principles and provide financial information that fairly presents in all material respects the financial condition, results of operations and cash flows of TNS;
• maintain disclosure controls and procedures that cause material information to be made known to management;
• maintain internal controls and procedures for financial reporting to provide reasonable assurances that TNS’ financial statements are fairly presented in conformity with generally accepted accounting principles;
• prohibit the establishment of unrecorded funds or assets;
• disclose material off-balance sheet transactions in compliance with applicable laws and regulations; and
• otherwise present information in a clear and understandable manner.

Last Updated : July 2023