Heidrick & Struggles | Our Code of Business Conduct




>		`Leading the way introduction`

>		`Leading the way for our employees`

>		Leading the way for our clients

>		Leading the way for our candidates

>		Leading the way for our company, our investors and our shareholders

>		Leading the way to avoid conflicts of interest

>		Leading the way for our business partners

>		Leading the way for our industry and the marketplace

>		Leading the way for our communities, the public and as a good corporate citizen

>		Leading the way to protect our assets

>		Leading the way what to do and where to go when you need help




Renee had been finalizing contracts for that impending acquisition for so long she thought her eyes were on fire. The only thing that saved her was that Sam, that cute young lawyer who joined the firm about six months ago, had offered to help after hours with proofing and fact-checking. He always offered to help when she was working on something stressful—like an acquisition or even a contract with a highly publicized client. She knew that, technically, she wasn’t supposed to share sensitive documents like these with anybody else—somebody was always telling her that. Everyone was just so paranoid around here, she thought. Sam was an attorney at the company, after all, and Renee didn’t see the harm in asking for his help.	>	Our Commitment

		We all share responsibility for protecting our company’s reputation and assets. Our investors and shareholders have made us the guardians of their wealth, and that requires every employee to adhere to ethical behavior as a predicate to our success. As a publicly held company, it is our responsibility to our shareholders and investors to run our company with openness and transparency, to provide accurate and complete disclosure about our business, and to follow all laws, including those governing U.S. securities.

	>	Insider Trading

		Buying and selling company stock is permitted under rules established by the U.S. Securities and Exchange Commission (SEC) and by the company’s Legal Department. Insider trading is not allowed. Insider trading occurs when any person purchases or sells a security while aware of material, non-public information related to the company. It is a violation of company policy and could result in serious sanctions, including dismissal. It also violates SEC laws and carries severe consequences. Company employees are not permitted to buy or sell any type of security while aware of material non-public information relating to the security, including securities of Heidrick & Struggles (Nasdaq: HSII). In order to foster compliance with this policy, no company employee or family member may buy or sell any company security during the period beginning at the close of business on the last business day of any fiscal quarter of the company and ending one trading day after the public release of earnings data for the fiscal quarter. This “blackout period” may be changed by the company’s Chief Legal Officer to prohibit trading by some or all company employees even during a period when trading would otherwise be permitted. Company employees shall not directly or indirectly pass on or “tip” material, non-public information to anyone outside the company or inside the company unless the individual has a need to know such information or has signed a confidentiality agreement.

		Information is material if it could affect a reasonable investor’s decision whether to buy, sell or hold the securities. While it is not possible to identify all information that would be deemed material, following are some examples of matters regarding which information ordinarily would be considered material:

		>	Financial performance — especially quarterly and year-end results of operations, and significant changes in financial performance, financial condition or liquidity.

		>	Company projections and strategic plans.

		>	Potential mergers and acquisitions or the sale of assets, businesses or subsidiaries.

		>	Significant changes or developments in business or business lines.

		>	Stock splits, public or private equity/debt offerings, or changes in dividend policies or amounts.

		>	Significant changes in senior management.

		>	Actual or threatened major litigation or the resolution of major litigation.

		Information is non-public until it has been disseminated in a manner making it generally available to investors, typically by issuing a news release. Even after a news release is issued, employees may only sell company stock during those periods when our trading blackout restrictions are lifted. Additionally, employees may not trade in the securities of any client for which they have material non-public information or with which the company is known to be engaging in a confidential transaction, such as a high-level search that has not been publicly disclosed. The company’s complete Insider Trading Policy can be obtained by calling the office of the Chief Legal Officer at +1 312 496 1612.

	>	Public Company Reporting and Financial Records

		It is of critical importance that our filings fulfill the requirements as outlined by the SEC. Depending on your position with our company, you may be called on to provide necessary information to substantiate that our public reports filed with the SEC or other regulatory agencies made to the public are full, fair, accurate, timely and understandable. You are expected to take this responsibility very seriously and to provide prompt, accurate answers to inquiries related to public disclosure requirements. Our financial records must accurately reflect transactions, assets and liabilities and conform to generally accepted accounting principles. No entry may be made on the company’s books or records that hides or disguises the true nature of any transaction. No undisclosed or unrecorded funds or assets may be established or maintained.

	>	External Communications

		Spokespersons for corporate matters are limited to the Chairman & CEO and the Chief Financial Officer. On occasion, these individuals may designate other spokespersons for material and other corporate matters. Employees are not permitted to respond to inquiries regarding corporate matters without express authorization from the Chairman & CEO, CFO or the Communications Department. Financial inquiries should be directed to the CFO or Investor Relations in Chicago, while media inquiries should be directed to Communications. To ensure consistent and compliant news release distribution, the Communications Department is solely responsible for issuing news releases about corporate matters. If an employee discloses information that may be considered material, we will review the need to issue a news release to ensure full compliance with public disclosure requirements. For complete guidelines on sharing information about the company, please refer to the Communications Policy and Procedures on the Heidrick & Struggles Intranet.

	>	Protecting Intellectual Capital

		Our company thrives on its intellectual capital. Information, intellectual property and innovative ideas are valuable assets of Heidrick & Struggles. Some of our assets are intangible; others, such as the reports, surveys and publications that we write, are not. All of our assets must be appropriately managed and protected. Information relating to, among other things, clients and potential clients; candidates and potential candidates; acquisition and divestiture plans; technology; competitive position; directional strategy; employee compensation; service fees; and best practices must be protected from misuse. Such information, along with all other data and information created, acquired and stored by or within Heidrick & Struggles, is the proprietary business information of our company. In all cases, our proprietary business information may not be sent to outside individuals or companies, or to Heidrick & Struggles employees who do not need to know the information, except to conduct company business in an authorized manner. As it constitutes our biggest asset, capturing and protecting the collective knowledge of our firm is a clear mandate for us all. Those who do not contribute to the accumulation of this knowledge and its dispersion are actually working against the fundamental interests of our firm and our shareholders.