Heidrick Struggles
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and our shareholders
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to avoid conflicts of interest
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for our communities, the public and as a good corporate citizen
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what to do and where to go
when you need help
Sarah (in Chicago) was working with John (in London) on a CEO search for a large global company. It was her first big search, and Sarah thought she would be able to learn a lot from John, even though she was a little put off by his somewhat salty sense of humor. More recently, however, his jokes had bordered on indecent, and Sarah had grown uneasy in her interactions with John. It didn’t really matter, she argued with herself, because the clients really loved him. And Sarah appreciated the opportunity to work with a seasoned and respected veteran. If this search went well and John liked her, she thought, that could be a boost for her career. She brushed off her concerns. Then one day Sarah received an email from John that made her uncomfortable. The email was way too personal and beyond the point of good taste. Sarah ignored the first email, but they continued for more than a week—one or sometimes two a day. During conference calls regarding the search they were working on, John was never rude or forward and made no mention of the distressing emails. But Sarah didn’t like their off-color contents and now they were beginning to feel like harassment. She feared that if she confronted him, he might get her pulled off the search, or that she would damage her reputation. Maybe she was too thin-skinned. Besides, she didn’t even know who at Heidrick & Struggles to call. Once again, Sarah decided to ignore her feelings and just get on with her work.
> Our Commitment
We are in a people business. As such, our people are our most valuable resource. We believe in treating each other with respect and in fostering an atmosphere of open communication and honesty.

We will treat each other with respect and fairness at all times, just as we wish to be treated ourselves. We will respect and value the differences of our people from around the world.
> Personal Relationships
It is never appropriate for a manager or team leader to have a romantic relationship with a subordinate. It is also never appropriate for an employee of Heidrick & Struggles to have a romantic relationship with a client or candidate. We encourage you to always use good judgment in these matters.
> Fair Employment
Heidrick & Struggles is committed to fair employment practices, including the prohibition of all forms of illegal discrimination. All employment decisions will be based on business reasons such as qualifications, talents and achievements, and will be made in compliance with applicable employment laws. Everyone— our company, individuals, our communities— succeeds when we provide equal access and fair treatment to all employees on the basis of merit.
> Discrimination and Harassment
Abusive, harassing or offensive conduct is unacceptable, whether verbal, physical or visual. This includes anything that constitutes a hostile work environment, such as offensive jokes, derogatory comments based on racial or ethnic characteristics or sexual advances. Threats or acts of violence or physical intimidation are expressly prohibited. You are encouraged to speak out if a co-worker’s conduct makes you or others uncomfortable and to report harassment or threatening behavior when it occurs. You may do so anonymously by calling the Heidrick & Struggles EthicsLine at (800 735 0589) or, if calling from outside the United States, at
+1 704 731 7242. At no time should any employee subject a fellow employee to any form of harassment or intimidation. For our official policy prohibiting harassment, please refer to Human Resources Policies & Procedures on the Heidrick & Struggles Intranet.
> Work Environment
We are all responsible for maintaining a safe workplace by establishing and following safety and health rules and policies. This includes prohibiting the use, presence or effect of any alcohol or illegal drugs in the workplace. No level of violence or threat of violence will be tolerated and no weapons of any sort are permitted in our workplace. All employees are responsible for immediately reporting accidents, injuries or unsafe working conditions, as well as any violation of our safety and health policies. To do so, call the Heidrick & Struggles EthicsLine at (800) 735 0589 or, if calling from outside the United States, at +1 704 731 7242.
> Communications Systems
Our communications systems, including the telephone, Internet and email systems, are provided to you for business purposes. They are not to be used for viewing, receiving or transmitting inappropriate materials. While we understand the need for occasional use of communications systems for personal purposes, you should be aware that, where permitted by law, your use of the company's communications systems may be monitored. In addition, messages sent and received on our communications systems may be monitored and stored. For complete guidelines on use of the company's communications systems, please refer to IT Policies on the Heidrick & Struggles Intranet.
> Outside Directorships
Involvement with outside organizations will sometimes result in an employee being asked to join a board of directors or other governing body. First, use common sense in determining whether this role will have any conflict of interest implications. Next, follow the procedures outlined below for notifying your manager and obtaining permission from the company.

In order to accept an invitation to join a board of directors, an employee must notify his or her manager and then submit an application to the company's Chief Legal Officer. Our Chief Legal Officer will review and approve in writing all employee applications to join the board of directors or other governing body of any business enterprise or organization that operates on a for-profit basis. Applications to join the board of directors or other governing body of any nonprofit organization will be reviewed and approved in writing by the employee’s manager only.

The application must include the name and address of the entity and a description of its business or other activities (such as a recent annual report or press clippings). The application must also include the directors’ fees and any other financial benefits (including investment opportunities) to be received by the employee for service on the board, as well as the names of all other boards of director or governing bodies of which the employee is already a member. All compensation payable by the entity for service is to be paid to the employee, not the company. The employee is expected to notify the Chief Legal Officer and the manager who approved the application if he or she ceases to be a director, or if the terms of serving on the board of directors change.

The criteria for approval will include, among other factors, whether the role would present a conflict of interest; whether the goals or activities of the entity would conflict with those of the company or a client; whether the time required of the employee to serve would conflict with the duties of the employee to the company; and whether the employee is covered by directors’ liability insurance.

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