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This Code of Business Ethics and Conduct (the "Code") reflects the commitment of SOS Staffing Services, Inc. and its subsidiaries to conduct itself and operate its businesses in accordance with all applicable laws, rules and regulations and the highest ethical standards of fairness, honesty and common sense. Our employees and members of our Board of Directors are expected to adhere to the principles and procedures set out in this Code that apply to them. We also expect our consultants to adhere to this Code. Section I of this Code is our code of ethics for Senior Financial Officers (the Chief Executive Officer and the Chief Financial Officer) for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.
The Code should be read in conjunction with our Statement of Business Principles, which provide in part that, "Integrity and honesty are at the heart of our business. We stand by our promises, always honoring our commitments to others." A copy of our Statement of Shared Business Principles is attached to this Code. Each employee, consultant and director should also read and be familiar with the portions of our Compliance Policies (the "Compliance Policies") applicable to that person. Our Compliance Policies are not part of this Code.
A. Compliance and Reporting
Employees and directors should identify and raise potential issues before they become problems, and ask about the application of this Code if there is any doubt. Any employee or director who becomes aware of any existing or potential violation of this Code by an employee must immediately notify an appropriate contact identified as such in the Compliance Policies. Any employee or director who becomes aware of any existing or potential violation of this Code by an officer or director, including a Senior Financial Officer, must immediately notify SOS's General Counsel, Vice President of Compliance, Vice President of Human Resources or any member of the Audit Committee of our Board of Directors (we refer to such contacts as "Compliance Contacts"). SOS has established several methods for employees and directors to communicate regarding violations of the Code, to seek guidance regarding the Code or voice concerns they may have regarding the Code. Confidential messages may be sent or left at any time via mail, telephonically, email or the Internet (details of such contact methods are described on the Intranet, our Website, on the employee information board in each office, and the appendix hereto). While an investigation will be facilitated if the employee or director identifies himself or herself, SOS will accept and investigate matters submitted anonymously.
Reports of violations of this Code, the rules or regulations of the Securities and Exchange Commission or securities fraud will be reported to the Vice President of Compliance and the Audit Committee and the Vice President of Compliance will take the matter under consideration, including undertaking a prompt and thorough investigation or evaluation of the facts related to the situation. The determination of the existence of any violation shall be made by the Audit Committee in consultation with the General Counsel and/or such external legal counsel and additional investigation as the Audit Committee deems appropriate. SOS will take disciplinary, corrective and/or preventive action as it deems appropriate to address existing or potential violations of this Code.
Employees and directors of SOS are protected, to the extent provided by law, against retaliation by SOS when they provide information, assist or participate in a proceeding or in an investigation by a federal regulatory or law enforcement agency, Congress or SOS itself, regarding conduct which the employee reasonably believes constitutes a violation of this Code, the rules or regulations of the Securities and Exchange Commission or securities fraud. Employees and directors will not be discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against in the terms and conditions of his or her employment because they, or a person acting on their behalf, make a good faith report or are about to report, verbally or in writing, to SOS or an appropriate authority an instance of such wrong doing. All reports made in good faith will be kept confidential if requested to the extent practicable but in order to conduct an effective investigation it may not be possible to maintain such confidentiality. All questions relating to this Code and its application should be addressed to a Compliance Contact.
B.Personal Conflicts of Interest
A "personal conflict of interest" exists if an employee's or director's individual private interests improperly interfere with the interests of SOS. Personal conflicts of interest are prohibited unless they are approved by SOS. Our employees and directors may never use or attempt to use their position to obtain any improper personal benefit, whether personally, for family members, or for any other person or entity, from any person or entity.
Service to SOS should never be subordinated to personal gain and advantage. Conflicts of interest, and the appearance thereof, should, to the maximum extent possible, be avoided.
Any employee or director who is aware of a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest, or the appearance thereof, should discuss the matter promptly with a Compliance Contact.
C.C. Public Disclosure
It is SOS's policy that the information in its public communications, including in its SEC filings, be full, fair, accurate, timely and understandable. All employees and directors who are involved in our disclosure process, including our Senior Financial Officers, must comply with this policy. In particular, these individuals will maintain familiarity with the disclosure requirements applicable to SOS and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about SOS to others, whether within or outside SOS, including SOS's independent auditors. Any employee or director who has a supervisory role in SOS's disclosure process must discharge these responsibilities diligently.
Officers and Directors shall report all transactions involving SOS stock within two days of such transaction.
D.Compliance with Laws, Rules and Regulations
It is SOS's policy to comply with all applicable laws, rules and regulations. Each employee and director must take personal responsibility for adherence to these legal requirements. The Compliance Policies set out specific guidance on certain laws, rules and regulations.
As a general matter, it is illegal and against SOS policy for any employee or director who is aware of material nonpublic information relating to SOS, any of SOS's customer's or any other issuer of securities to buy or sell any securities of that issuer, or recommend to another person that they buy, sell or continue to own the securities of that issuer.
More detailed rules relating to trading of securities by SOS's employees and directors are set out in the Compliance Policies. Any employee or director who is uncertain about the rules involving a purchase or sale of securities should consult with a Compliance Contact before making any such purchase or sale.
A.Professional Integrity
Directors and employees should strive to conduct all business dealings and relationships with the highest levels of integrity, honesty, and respect for others. Directors and employees must loyally and faithfully serve our principles and always deal fairly and honestly with customers and others with whom we do business. No director nor employee should knowingly permit any transaction to occur through his or her offices that is not fair to our principals and customers alike.
Relationships with customers, suppliers, competitors, and employees are to be based on fair dealing, on fair competition in quality, price, and service, and on compliance with applicable laws and regulations. No employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation of material fact, or any other unfair-dealing practice.
B.Corporate Opportunities
Employees and directors are required to advance SOS's legitimate business interests when the opportunity to do so arises. Employees and directors are prohibited from taking for themselves or directing to a third party any business opportunity that is discovered through the use of corporate property, information or position, unless SOS has already been offered the opportunity and turned it down. More generally, employees and directors are prohibited from using corporate property, information or position for personal gain or competing with SOS.
It is often difficult to distinguish between personal and SOS benefits, and sometimes both personal and SOS benefits may be derived from certain activities. If that is case or a possible outcome our employees and directors must obtain approval through the Compliance Contact in advance.
C.Confidentiality
In operating our businesses, employees and directors often acquire confidential or proprietary information about SOS, and its customers, prospective customers and other third parties. Employees and directors must maintain the confidentiality of all such information, except when disclosure is authorized or legally required. Confidential or proprietary information includes, among other things (i) non-public information concerning SOS, such as its business plans, trade secrets, financial performance or condition, results of operations, or financial prospects, and (ii) non-public information provided by or learned about a third party with the expectation that the information will be kept confidential. Employees and directors should refer to the policies set forth in the Compliance Policies for more detailed guidance on this topic.
D.Fair Dealing
In the past SOS has succeeded through fair and honest business competition. SOS does not seek competitive advantage through illegal or unethical business practices. Each of our employees and directors must deal fairly with SOS's customers, service providers, suppliers, competitors and employees. No employee or director may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
E.Protection and Proper Use of SOS Assets
All employees should protect SOS's assets and ensure their efficient use. All SOS assets should be used for SOS's legitimate business purposes only.
F.Work Environment
A.Health and Safety
SOS believes in a workplace that is healthy and safe, as well as productive. The workplace must be free of drugs, alcohol, violence, weapons and threats. Smoking is permitted in designated smoking areas only. Employees may not possess illegal drugs or alcohol at the workplace, nor may they be under the influence of illegal drugs or alcohol during employment hours. Employees may not be significantly impaired in the performance of their job duties by other medications, whether obtained by prescription or over-the-counter. No employee shall perform safety sensitive functions while using any medication, prescribed or over-the-counter, that his or her doctor or pharmacist has advised may impair his or her ability to safely perform the tasks at issue. Accordingly, employees using such medication and faced with the requirement to perform such tasks must notify their manager promptly of the situation rather than undertake the task.
B.Equal Employment Opportunity
At SOS, every qualified person has the same opportunity for hire, pay, benefits, assignment and advancement without regard to sex, race, color, religion, national origin, age, disability or any other classification protected by law. SOS bases its employment decisions on work-related factors.
SOS takes seriously its obligations under the Americans with Disabilities Act. SOS will make reasonable accommodation for the known physical or mental impairment of a qualified individual with a disability unless such accommodation would impose an undue hardship on the operation of SOS's business, or irrespective of the accommodation, unless such individuals pose a direct threat to the health and safety of themselves or others.
Any individual with a disability who believes an accommodation is needed in order to participate in the application process, to perform essential job functions, or to receive equal benefits and privileges of employment, should let his or her supervisor or the Human Resources Department know, and engage in an interactive dialogue with SOS regarding the nature of the disability, and the possibility and details of providing a reasonable accommodation.
C.Harassment
SOS will not tolerate harassment on the basis of sex, race, color, religion, national origin, age, disability, or any other classification protected by law. Any person who commits such a violation may be subject to personal liability as well as discipline by SOS, up to and including termination.
Harassment includes verbal, physical and visual conduct that creates an intimidating, offensive, or hostile work environment or that interferes with work performance. Such conduct constitutes harassment when:
1.Submission to the conduct is explicitly or implicitly made a condition of employment.
2.Submission to or rejection of the conduct is used as a basis for an employment decision affecting the harassed employee.
3.The conduct substantially interferes with an employee's work performance or creates an intimidating, hostile or offensive work environment.
Harassing conduct can take many forms and includes, but is not limited to, the following behavior:
1.Verbal conduct such as epithets, derogatory comments or slurs relating to an employee's sex, race, color, religion, national origin, age, disability or any other basis protected by law.
2.Visual conduct such as derogatory and/or sexually-oriented posters, photography, cartoons, drawings or gestures relating to an employee's sex, race, color, religion, national origin, age, disability or any other basis protected by law.
3.Physical conduct such as assault, unwanted touching, blocking normal movement or interfering with work because of an employee's sex, race, color, religion, national origin, age, disability or any other basis protected by law.
4.Threats and demands to submit to sexual requests as a condition of continued employment, or to avoid some other loss, and offers of employment benefits in return for sexual favors; and
5.Retaliation for having reported or threatened to report harassment.
Please note that both men and women can be sexually harassed, and that the harasser does not need to be the opposite gender of the person being harassed in order for sexual harassment to occur. Please also note that actionable harassment of any kind may come from a supervisor or manager, a fellow employee, a customer or a vendor/supplier.
Any employee who believes he or she has witnessed or has been subjected to harassment of any kind must promptly report the offending conduct to his or her supervisor, or to SOS's Vice President of Human Resources if the employee believes notifying the supervisor will be ineffective or problematic. SOS will take all complaints involving harassment seriously and will investigate them promptly. Confidentiality will be preserved to the extent possible. There will be no retaliation or repercussions against employees who complain in good faith. Any employee found to have engaged in harassment will be subject to disciplinary action up to and including termination.
Additional information in this regard is set forth in the Compliance Policies.
G.Accurate And Complete Accounting
No unrecorded fund, reserve, asset, or special account shall be set up or maintained for any purpose. No false or fictitious entries shall be made in books, records, accounts, or in company communications for any reason. No payment or transfer of funds or assets shall be made for any purpose other than that described by the supporting documents, and specifically as authorized by signing authority.
SOS has established accounting control standards to ensure that assets are protected and that financial records are accurate and reliable. All SOS financial reports, accounting records, research reports, sales reports, expense accounts, time sheets and other documents must be timely prepared and must accurately represent the relevant facts and true nature of what they purport to be. Improper documentation or financial reporting is contrary to the SOS policy, whether or not in violation of applicable law or generally accepted accounting principles (GAAP). Intentionally mis-classifying or improperly accelerating or deferring expenses or revenues are examples of improper financial reporting.
H.Bribes and Kickbacks
Bribes and kickbacks are criminal acts, strictly prohibited by law. SOS does not permit or condone bribes, kickbacks, or any other illegal, secret, or improper payments, transfers, or receipts. This prohibition applies both to the giving and the receiving of payments or gifts.
All payments and transfers of items of value to employees of other business entities or to such entities themselves shall be made openly and must be disclosed and authorized in advance by the customer, and the company.
No director or employee shall offer, give, or transfer any money or anything else of value for the personal benefit of any employee or agent of another business entity for the purpose of:
1.Obtaining or retaining any business that the business entity itself would not otherwise provide.
2.Receiving any kind of favored treatment that the business entity itself would not otherwise provide.
3.Inducing or assisting such employee or agent to violate any duty to his employer or to violate any law.
No director or employee shall assist in the misuse of a customers' or the company funds, including, without limitation, the misappropriation of such funds for the personal benefit of employees of the company or customers.
No outside agent of any kind shall be used to circumvent the prohibition against bribes, kickbacks, and other illegal, secret, or improper payments. Fees, commissions, and expenses paid to outside agents must be based upon proper billings, accurate record keeping, and reasonable standards for services rendered.
I.Gifts and Entertainment
Except in connection with and specifically pursuant to programs officially authorized by authorized representatives of SOS, directors and employees may not accept, directly or indirectly, any money, objects of value, from any person or company that has or is doing or seeking business with SOS. All employees must disclose transactions of this nature to their SOS supervisor. Providing excessive gifts or entertainment to others who may represent potential business is prohibited.
Directors and employees may accept only business-related meals, entertainment, gifts, or favors when authorized by management, when the value involved in not significant and clearly will not create an obligation to the donor and public disclosure of the facts surrounding the gratuity will not embarrass SOS or the recipient.
J.Government Contracting
Conducting business with public (government) institutions imposes a special trust, and a corresponding need for special knowledge concerning government requirements. Employees are directed to contact and work with the legal department when dealing with government entities to ensure the legal and ethical standards are that must be maintained in all aspects of conducting business, either directly or indirectly, with the government. "Government" includes (i) state, territorial, and local governments, including public agencies and institutions, and (ii) the United States Government, and universities, foreign governments and other institutions that receive United States Government grants, financing or contracts. Contact the legal department with regard to any questions about government contracting.
K.Competition and Competitive Information
The Company's determination to prevail in the market must always be based on superior innovation, products and services, never on unethical or dishonest practices.
Competitive information obtained legally and ethically can be a valuable asset. It can contribute to our understanding of the market and enable us to anticipate and meet customer needs. But proprietary competitive information should never be obtained, directly or indirectly, by improper means, misappropriation, bribery or misrepresentation. Certain types of competitors' information are particularly sensitive: pricing, margins, costs, bids, terms and conditions, territories, market share, etc. Any director or employee finding himself or herself in a discussion of these or similar subjects, should immediately withdraw and report the incident to General Counsel.
In addition to being illegal, obtaining proprietary competitive information by improper means can severely impact the Company. Monetary damages and criminal penalties may be accompanied by adverse publicity and damaged customer relationships.
L.Antitrust
SOS is subject to the antitrust laws of the United States. In general, these laws prohibit actions or agreements that may restrain trade or reduce competition. Violations include agreements among competitors to fix or control prices, to boycott specific suppliers or customers, to allocate products, territories or markets, or to limit production or sale of products. Any activities with representatives of other companies, competitors, customers or suppliers, may be carefully scrutinized later and care must be taken to ensure that such activities cannot be viewed as antitrust violations.
This subject is treated in greater detail in the Compliance Policies. The antitrust portion of the Compliance Policies should be carefully reviewed by all employees in sales, marketing and related activities and those having contact with competitors.
M.Political and Charitable Contributions
No funds or assets of SOS may be used, directly or indirectly, for political contributions, unless specifically approved by the Vice President of Compliance. The term "political contributions" is used here in its broadest sense to include local, state or national fund-raising events of all kinds, any funds or gifts and the free or discounted use of property or services that could be routed, directly or indirectly, to a political candidate, party, committee or organization anywhere worldwide. This prohibition, however, is not intended to limit or otherwise restrict the personal political activities of the Company employees.
Charitable Contributions may be made upon proper approval as authorized in the Compliance Polices.
N.Environment
There are very strict environmental laws in the United States. Some of these laws provide for criminal penalties against corporations and their employees for serious environmental violations. It is SOS's policy to comply with all such regulations and to respond to public values and concerns about the impact of our operations on the environment.
O.Inside Information
Employees may receive information not available to the public which, if used in making an investment decision, could give the employee an unfair advantage. Such inside information should never be used in making a decision to purchase or sell securities of SOS, any of our customers or any other company, and employees should be cautious not to disclose inside information to anyone and not to recommend any investments to others on the basis of such information. Examples might include: impending announcements concerning major new products, trends in sales, orders or profitability (particularly changes from previous publicized information) and acquisitions, financing, or other major commitments.
No one should discuss SOS information with others unless the information has been subject to full public disclosure or unless the disclosure of such information is specifically required in the course of the performance of the employee's duties, and then only within the limits of confidentiality imposed upon a particular transaction.
Employees who are considering a purchase or sale of SOS stock and who believe they may be in possession of material inside information should discuss the contemplated transaction in advance with SOS's General Counsel. No officer, director, accounting staff, regional or other vice president of SOS may purchase, sale or otherwise deal in SOS stock without the approval of SOS's General Counsel.
P.Company Statements
Both SOS and individual employees may be liable to investors who buy or sell SOS stock in reliance on misleading or incomplete SOS statements. All public statements, oral or written, must be accurate and complete in all material respects and must contain no material misstatements or omissions.
In general, SOS's policy is to release publicly important data at the earliest appropriate time consistent with the need to maintain the confidentiality of information before final decisions are made. It is also the policy of SOS never to comment on any proposals, discussions or negotiations regarding any possible merger, acquisition, restructuring or similar transaction, except as required by securities laws or as specifically authorized by the Board of Directors. In response to a rumor that SOS may be acquired, for example, SOS will make no comment. All inquiries from security or financial analysts or members of the press with respect to financial matter should be directed to the Chief Financial Officer.
No employee or representative, other than the Chief Executive Officer or Chief Financial Officer and individuals specifically authorized by the Chief Executive Officer or Chief Financial Officer, shall release or disclose any information that could reasonably be expected to have an impact on the market for SOS securities, or otherwise discuss any matters concerning SOS with security or financial analysts or members of the press.
A.Waivers of this Code
From time to time, SOS may waive certain provisions of this Code. Any employee or director who believes that a waiver may be called for should discuss the matter with a Compliance Contact. Waivers for executive officers (including Senior Financial Officers) or directors of SOS may be made only by the Board of Directors or a committee of the Board.
We share the following principles among our team, striving constantly to incorporate these principles into services provided to our clients, associates and communities.
Shared Principles
Imagination and vision: We constantly strive to explore new ideas and methods as we seek ways to realize growth and develop the talents of our employees.
Open communications: We promote a trusting environment where individuals are encouraged to share their ideas and information. We strive to improve our relationships with others by listening to their points of view with an open mind.
Teamwork: We serve in the spirit of cooperation and creativity to realize shared values. These valued relationships maximize our contributions while adding new perspectives and experiences to our lives.
Respect for the individual: We recognize each person's uniqueness and the importance of career, family and personal growth.
Honesty and integrity: We stand by our promises, always honoring our commitments to others. Honesty and integrity are at the heart of our business.
Social responsibility: We strive for our community's collective well being. Through our combined efforts and moral resources we will work to shape a positive society.
SOS complies with all laws, rules and regulations of the jurisdictions in which the Company conducts its business. SOS is committed to support its employees in meeting the ethical standards set forth in the Code of Business Ethics and Conduct.
Employees are responsible for reporting any activity that could in any way be construed as a fraudulent or illegal act or which otherwise violate the Company's Code, by contacting the compliance officer at the earliest possible time. If any such violation seems to involve the compliance officer, the matter should be reported to the Board designee or the Company's General Counsel.
All employees of the Company are expected to cooperate in internal investigations of actual or apparent violations. To the fullest extent possible, efforts will be made to keep confidential the identity of any employee who reports a violation.
Please use one of the following methods to report fraudulent or illegal acts or a violation of the Company's Code of Business Ethics and Conduct: