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ADP Anti-Bribery Policy
Code of Ethics for Principal Executive Officer and Senior Financial Officers
Insider Trading Policy
Reporting an Ethical Concern
Political Contributions Policy
Effective Date: April 13, 2023
Supersedes Date: April 6, 2022
ADP and each of its associates, wherever they may be located, must conduct their affairs with uncompromising honesty and integrity and in full compliance with all laws and regulations. Business ethics are no different than personal ethics. The same high standard applies to both. As an ADP associate you are required to adhere to the highest standard regardless of local custom.
Retaliation Is Not Tolerated
ADP does not tolerate retaliation against any individual who brings forth a matter in good faith or who participates in the investigation of any matter in good faith. Any person who retaliates against or threatens to retaliate against another for raising a concern or allegation regarding actual or potential misconduct will be subject to disciplinary action, up to and including termination.
Associates are expected to be honest and ethical in dealing with each other, clients, vendors and all other third parties. Doing the right thing means doing it right every time.
Misconduct cannot be excused because it was directed or requested by another. You are expected to alert management whenever an illegal, dishonest or unethical act is discovered or suspected. You will never be retaliated against for reporting your discoveries or suspicions.
ADP 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 ADP’s ethical practices and the practices, customs, and the laws of a country, ADP seeks to resolve them consistent with its ethical beliefs. If the conflict cannot be resolved consistent with its ethical beliefs, ADP 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 relate to frequently raised ethical concerns. A violation of the standards contained in this Code of Business Conduct & Ethics will result in progressive discipline, including possible dismissal.
A. Compliance with Law
You are expected to comply with all applicable laws, rules and regulations. If you have questions, the ADP Legal Department can assist you.
B. Human Rights
ADP adopts an approach to human rights consistent with the United Nations Universal Declaration of Human Rights, supports and respects the protection of internationally proclaimed human rights, and ensures that we are not complicit in human rights abuses.
We will not (i) use any form of slave, forced, bonded, indentured or involuntary labor, and will fully comply with all laws that prohibit the use thereof, as and when applicable (e.g., the U.K. Modern Slavery Act 2015); (ii) engage in human trafficking or exploitation; (iii) import goods tainted by slavery or human trafficking; or (iv) retain employees’ government-issued identification, passports or work permits as a condition of employment.
C. Harassment, Discrimination, Libel or Slander
You must respect the rights of your fellow associates and third parties. Your actions must be free from harassment, discrimination, libel or slander. Each person must be accorded equal opportunity, without regard to their race, color, creed, religion, national origin, age, sex, marital status, lawful alien status, non-job related physical or mental disability, veteran’s status, sexual orientation, gender identity or expression or any other basis prohibited by law.
You must avoid any personal activity, investment or association which could appear to interfere with good judgment concerning ADP’s best interests. You may not exploit your position or relationship with ADP for personal gain. You should avoid even the appearance of such a conflict. For example, there is a likely conflict of interest if you:
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.”
E. Gifts, Bribes and Kickbacks
ADP maintains an Anti-Bribery Policy prohibiting any improper or unethical payment to government officials or a party to a private commercial transaction anywhere in the world by any ADP officer, associate or agent of ADP. The following statement contains general guidance on Gifts, Bribes and Kickbacks. You should refer to ADP’s Anti-Bribery Policy for more detailed guidance in this area.
Other than for gifts with a value of no more than U.S. $50 given or received in the normal course of business, neither you nor your relatives may give gifts to, or receive gifts from, ADP’s current or prospective clients, vendors or any other commercial partners. Presenting or accepting any other gifts to or from private commercial parties requires prior written approval from your business unit CFO and from the Anti-Bribery Committee.
Travel, Meals, and Entertainment Expenditures
ADP permits accepting or providing proportionate and reasonable expenditures for travel, meals and entertainment that are legitimately designed to show appreciation to existing business partners, present products and services, or establish cordial business relations, provided that such travel arrangements, meals and entertainment:
Before providing or accepting, directly or indirectly, any travel arrangements, meals or entertainment that are reasonably valued at more than U.S. $250 for each guest, you must first obtain written permission from your business unit CFO and from the Anti-Bribery Committee. Since the level of appropriate expenditures may vary significantly from country to country, CFOs of local business units are authorized to adopt lower hospitality limits for their respective jurisdictions.
Dealing with government employees is often different than dealing with private persons. Many governmental bodies in the United States and abroad strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. ADP’s Anti-Bribery Policy contains detailed rules applicable to interactions with government officials. You must be aware of and strictly follow the prohibitions set out in ADP’s Anti-Bribery Policy. In all cases, you must never directly or indirectly (e.g., through the use of a third party) promise or give any type of gratuity, kickback, bribe, payoff or advantage (whether in cash or any other form) to officials of governmental units or any other governmental organization, whether in the country of your residence or not.
F. Public Sector Clients
The “public sector” covers a broad range of entities and often places unique bidding, pricing, disclosure and certification requirements on companies with which they do business. You must be aware of when you are dealing with a public sector client, understand what rules apply, seek guidance whenever necessary, and comply with all applicable rules. This is critical to protect ADP, our reputation, our associates, and, equally important, our clients. You should refer to the U.S. Public Sector Policy and International Public Sector Policy for more detailed guidance in this area.
You may not provide, facilitate, approve, request or accept a loan or payroll advance from ADP, other than loans that may be permitted on a case-by-case basis in connection with an associate relocation pursuant to the policies of ADP’s Global Mobility Department or through a company-wide approved program. Federal securities laws prohibit ADP from extending or arranging credit in the form of a personal loan to any Automatic Data Processing, Inc. director or executive officer, and all such loans are prohibited by this Code whether in connection with a relocation or otherwise. If you have questions, the ADP Legal Department can assist you.
H. Improper Use or Theft of ADP Property
Every associate must safeguard ADP property from loss or theft and may not use or take such property for personal use. ADP property includes confidential information, software, computers, smartphones, cell phones, office equipment, and supplies. You must appropriately secure all ADP property within your control to prevent its unauthorized use. Use of ADP’s electronic communications systems must conform with ADP’s policies, including the Acceptable Use of Electronic Communications and Data Protection Policy and the Global Social Media Policy which, among other things, preclude using such systems to access or post material that: is pornographic, obscene, sexually related, profane or otherwise offensive; is intimidating or hostile; or violates any laws or regulations. Notwithstanding the foregoing, associates may make limited non-business use of ADP’s electronic communication systems (e.g., smartphones, cell phones, computers), provided that (a) such use: (i) is occasional; (ii) does not interfere with the associate’s professional responsibilities; (iii) does not diminish productivity; or (iv) does not violate this Code or any other policy; or (b) an exception is specifically authorized in writing by ADP Executive Management.
I. Covering Up Mistakes; Falsifying Records
Mistakes should never be covered up but should be immediately fully disclosed and corrected. Falsification of any ADP, client or third-party record is prohibited. If you are uncertain about whether a mistake has been made, you should seek guidance from your immediate supervisor or manager.
J. Protection of ADP, Client and Vendor Information
You may not disclose ADP, 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 includes, among other things, personal information, business methods, pricing and marketing data, strategy, computer code, screens, forms, experimental research, and information about, or received from, ADP’s current, former and prospective clients, vendors and associates. You must at all times comply with ADP’s Global Intellectual Property Policy.
If you learn about any potential ADP acquisition, disposition, joint venture or similar event, you must at all times keep that knowledge confidential and may not discuss it with any other person, including ADP associates who are known to you to regularly work on such transactions. If you learn about it through a rumor or any unauthorized source, you must immediately contact ADP’s Chief Legal Officer.
K. Gathering Competitive Information
When gathering competitive information, you must not violate our competitors’ rights. You may not accept, use or disclose their confidential or proprietary information, which includes information that provides a competitor with a business advantage and is not known to the public. You may access publicly available information such as annual reports, company web sites and publications, public presentations and public marketing documents, journal and magazine articles, stockbroker analyses, advertisements and other public media filings and offerings.
Particular care must be taken when dealing with a competitor’s present and former clients, vendors and employees. Never ask for, accept or use confidential or proprietary information of our competitors. Never ask any person to violate a non-compete or non-disclosure agreement or to reveal confidential or proprietary information.
You may never use any type of ruse, scheme, misrepresentation or omission to obtain any information - whether confidential or not.
If you use third-party consultants to assist in gathering competitive information you must be extremely diligent that they strictly adhere to both the letter and spirit of this Code of Business Conduct & Ethics and that both the receipt and use of the gathered information is fully lawful, including applicable antitrust laws. In no event may you use a third party to undertake activities that would be unacceptable or improper if conducted by ADP.
As a general rule, you should never engage in any course of action that you feel would be inappropriate or unethical if conducted by or on behalf of a competitor to obtain ADP information. If you are uncertain what may be obtained or used, the ADP Legal Department can assist you.
L. Sales: Defamation and Misrepresentation
Sales associates should always seek to provide high value products and services, best suited to a client’s or prospect’s request or needs. It is each associate’s obligation to ensure that clients and prospects are not offered products or services that have no beneficial value to the client or are not well suited to the client’s or prospect’s business needs. Selling must never include misstatements or lies about ADP products and services, or about client’s or prospect’s needs. Spreading rumors, even indirectly, about our competitors, their products or their financial condition is strictly prohibited.
M. Use of ADP and Third-Party Software
ADP and third-party software may be distributed and disclosed only to associates authorized to use it, and to clients in accordance with the terms of an ADP agreement. ADP and third-party software may not be copied without specific authorization and may be used only to perform assigned responsibilities.
N. Developing Software
Associates involved in the design, development, testing, modification or maintenance of ADP software must not tarnish or undermine the legitimacy and integrity of ADP’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-ADP party, unless authorized by such party.
O. Fair Dealing
No ADP associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
P. Fair Competition and Antitrust Laws
ADP must comply with all applicable antitrust laws (often known outside the U.S. as competition 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 ADP Legal Department can assist you. You must also be aware of and strictly follow ADP’s Global Antitrust Policy.
Q. Securities Trading
No ADP associate may buy or sell securities while aware of 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 aware of such information. Securities laws may be violated if you, or any relatives or friends, trade in securities of ADP, or any of its clients or vendors, while aware of “inside” information. Guidelines with respect to trading in ADP securities, as well as the securities of publicly traded companies with whom ADP has business relationships, are more fully set out in ADP’s Insider Trading Policy. If you are uncertain, the ADP Legal Department can assist you.
R. Speaking on Behalf of ADP
You may not discuss ADP or its business with the media, investment community, or industry analysts or consultants unless authorized to do so. If you are contacted by a member of the media regarding a matter involving ADP, you must refer the inquiry to Corporate Communications. Contact information is at mediacenter.adp.com. If you are contacted by a member of the investment or analyst community, or you receive an investment inquiry related to ADP, you must refer the inquiry to Investor Relations. Contact information is at investors.adp.com. You may not disclose material, non-public information about ADP to anyone outside ADP, including securities professionals, security holders, potential investors, or industry analysts or consultants seeking industry information on behalf of third parties, without appropriate prior approval and involvement of the ADP Legal Department.
S. Political Contributions and Lobbying
No funds or other assets of ADP may be used to make contributions, loans or payments to (i) any elected or appointed official, political party, candidate for office, or political action committee (PAC), (ii) pay for a candidate’s or elected or appointed official’s transition, inaugural or legal defense expenses, or (iii) make any independent expenditures on behalf of any elected or appointed official, political party, candidate for office, or PAC, in any country or region, even where allowed by law. In addition to cash payments, political contributions include in-kind contributions such as the purchase of tickets to fund-raising events, political advertisements, donations of products or services, work performed by associates during paid working hours, and the free use of ADP facilities by any elected or appointed official, political party, candidate for office, or PAC.
Unless otherwise specifically prohibited by ADP, you may make personal contributions to the extent permissible under federal or state law. Some state and local governments impose unique restrictions and disclosure requirements on public sector contractors, known as “pay-to-play” requirements. These requirements may restrict the personal political contributions of ADP associates with substantive responsibilities for the negotiation and oversight of the contract, and their spouses and dependent children. ADP associates must comply with all such requirements and should not make any personal political contributions to the extent they are restricted by applicable law. In addition, ADP is required to annually collect and report information with various states about certain political contributions by ADP entities, officers and directors of those entities and their spouses and dependent children. As a result, officers and directors of ADP entities and various other ADP associates with substantive responsibilities for the negotiation and oversight of contracts with government clients should ensure that they comply with these requirements. Failure to comply with these requirements may result in ADP being barred from doing business with certain government clients. If you have questions, the ADP Legal Department can assist you.
You may not make any political contributions as a representative or on behalf of ADP, and you may not use ADP’s name in any way that may create the impression that you are speaking or acting for or on behalf of ADP. ADP will not recognize, reimburse, or compensate associates for their personal political contributions. You may not pressure or coerce any associate to make personal political expenditures or take any retaliatory action against associates who do not make such expenditures.
ADP pays dues to trade associations that provide information and assistance on issues of concern to ADP. On an annual basis, ADP will seek written confirmation from each U.S. trade association to which ADP paid dues or other payments in excess of $25,000 that such trade association has not used any portion of these payments to make contributions to political parties, candidates or PACs, or any independent expenditures on behalf of any political party, elected or appointed official, candidate, or PAC.
Portions of ADP’s business are subject to various laws and government regulations. At times, ADP works with lawmakers and government agencies regarding policy and legislation that may affect the manner in which we conduct some aspects of our business, including the areas of payroll services, human capital management services, benefits administration services, and professional employer organization services. You may not contact any government personnel on behalf of ADP regarding legislation, existing laws and regulations, and governmental actions, or engage in any other lobbying activities on behalf of ADP, without the prior approval of the ADP Legal Department. ADP associates engaged in such activities must comply with all applicable laws and regulations. If you have questions, the ADP Legal Department can assist you.
T. Record Keeping and Financial Reporting
ADP requires honest and accurate recording and reporting of information in order to make responsible business decisions.
All of ADP’s books, records, accounts and financial statements must be maintained in reasonable detail, accurately and appropriately reflect transactions and comply with applicable legal and accounting requirements as well as ADP’s internal controls and procedures. You must be aware of and strictly follow additional guidelines addressed in ADP’s Anti-Bribery Policy.
As a public company, it is critical that ADP’s filings with the U.S. Securities and Exchange Commission and other regulators are timely, accurate, complete, fair and understandable and prepared in accordance with U.S. Generally Accepted Accounting Principles and other financial statement requirements. Depending on your position with ADP, you may be called upon to provide information to assure that ADP’s public reports and other public communications are accurate, complete, fair and understandable. ADP expects you to take this responsibility seriously.
U. Records Retention
You have a responsibility to understand the specific retention rules and practices that apply within your organization. The definition of “record” is very broad and different records have different retention periods. You should refer to the Global Records Information Management Policy for more detailed guidance in this area and check with your manager for all applicable retention rules and practices. In no case may records 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 Global Records Information Management 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.
The Code of Business Conduct & Ethics applies to all ADP associates and its Board of Directors. There can be no waiver of any part of the Code, except by a vote of the Board of Directors, which will ascertain whether a waiver is appropriate and ensure that the waiver is accompanied by appropriate controls designed to protect ADP.
In the event that any waiver is granted, the waiver will be posted on the ADP website, thereby allowing the ADP shareholders to evaluate the merits of the particular waiver.
W. Reporting Ethical Violations
Your conduct can reinforce an ethical atmosphere and positively influence the conduct of fellow associates. If you are aware of or suspect misconduct, including a violation of any applicable law, you must report it to the appropriate level of management.
You may also contact ADP Global Ethics, your local Human Resources team, the Legal Department or the Audit Committee of the Board of Directors (anonymously, if you wish, where allowed by local law):
|Direct phone:||1-973-974-7377 (Accessible from all locations)|
|Third-Party Helpline Provider, EthicsPoint, a NAVEX company:|
|Website:||www.adp.ethicspoint.com (for web reports)|
|Toll-Free:||A list of toll-free numbers by country with the applicable country code can be found on the Associate Portal at https://myadp.adpcorp.com/ by following the links for Our Company / Policies & Guidelines / Ethics, Legal Compliance / Reporting Ethical Violations or on ADP’s website at https://www.adp.com/about-adp/corporate-social-responsibility/ethics/reporting-an-ethical-concern.aspx|
|Email:||send an email to firstname.lastname@example.org|
|Mail:||send a detailed note, with relevant documents, to ADP, Mail Stop #325E, One ADP Boulevard, Roseland, New Jersey 07068; or|
Any reports that involve the Chief Executive Officer, President, Chief Financial Officer, Chief Administrative Officer, Chief Operating Officer or Chief Legal Officer of Automatic Data Processing, Inc. will be immediately communicated to the Chair of the Board of Directors and the Chair of the Audit Committee.
Your reports, calls, detailed notes, emails and/or other messages will be dealt with confidentially, unless it is necessary to share such information in order to address the matter appropriately. Regardless, you have the commitment of ADP and of the Audit Committee of ADP’s Board of Directors that if you made a report in good faith you will be protected from retaliation. You should also know that ADP has taken necessary steps to (i) ensure that the personal data transferred to the United States is protected appropriately and as required, and (ii) comply with the Directive (EU) 2019/1937 (the European Union “Whistleblower” Directive), including related laws and regulations adopted by European Union member states. Nothing in this Code or any ADP policy or agreement prohibits you from providing information to the U.S. Securities and Exchange Commission or any government agency in a manner contemplated by relevant law or regulation.
You are ultimately the guardian of ADP’s ethics. While there are no universal rules, when in doubt, ask yourself:
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.” All associates, and managers in particular, are responsible for creating an environment that both facilitates open discussion of issues and makes it easy and comfortable to raise concerns without a fear of reprisal.
Any associate who ignores or violates any of ADP’s ethical standards, or who penalizes a subordinate for trying to follow those standards, or willfully or knowingly omits to tell the entire truth during any ethics or other ADP investigation, or obstructs, defeats or attempts to stop an ethics or other ADP investigation, will be subject to progressive discipline, up to and including immediate dismissal. 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 and the surest way for ADP to remain one of the world’s most ethical and highly successful companies.
Automatic Data Processing, Inc.
One ADP Boulevard
Roseland, New Jersey 07068-1728
ADP Global Ethics is responsible for the interpretation and administration of this Code.
Any printed versions of this document should be used for immediate reference only.
Please refer to the latest electronically approved version.
Revised April 13, 2023
ADP Anti-Bribery Policy
Code of Ethics for Principal Executive Officer and Senior Financial Officers
Insider Trading Policy
Reporting an Ethical Concern
Political Contributions Policy