Code of Conduct

The following Code of Conduct serves to provide clear guidance for those engaged in client relationship management and bidding activities for The Steele Group, LLC (the “Company”).

Recognizing this guidance may not cover all aspects of conduct with clients, prospective clients, or a particular bidding event or process, when in doubt of the intent or interpretation, it is incumbent for all associates to seek guidance from the company’s compliance officer.

Client Information & Bidding

Client information and interaction is sensitive and private. The misuse of such information may create the appearance or allegation of unfair competition, inappropriate business practices, or divulge sensitive and private information that is not for public dissemination. To ensure client information, interaction and account management is not compromised, the following standards will apply.

  • All dealings with clients and potential clients must be fair and above board. We will not condone, under any conditions, the offering or payment of “kickbacks,” “under-the-table” payments, illegal rebates or other similarly improper or inappropriate payments to actual or potential clients or their representatives in exchange for business.
  • The use of false or misleading statements to clients, made in an effort to market our services is strictly prohibited. Clients must receive accurate and unambiguous information regarding pricing, capabilities, scheduling, outputs and similar key information necessary for a client to make an informed decision to use or retain services.
  • Client information such as contracts, client lists, key personnel, company plans, request for information, request for quotation, request for proposal, may not be shared with outside parties, nor may they be copied or stored outside of the company’s secure electronic or physical storage and copying systems. Additionally, information on customers of our clients must be protected in the same manner.
  • Client information obtained from an existing contractual relationship, or other confidential means such as bidding processes, will not be shared with any external parties and will not be shared with internal parties that do not have a need to know. This includes information such as performance metrics and analytics, cost information, strategic direction, human resources information, new processes and discoveries, and similar information obtained through any aspect of the business relationship.
  • Company individuals involved in any bidding processes must exercise a “quiet period” once a proposal or bidding process has begun. This means casual conversation and entertainment that may occur from an existing relationship with representatives of the company that has entered into the proposal process needs to cease until the proposal process has ended; this avoids any appearance of trying to gain an unfair advantage through existing relationships during the competitive proposal process. Cleary, communication that involves follow-up questions to the RFI, RFP, RFQ and similar bidding may be carried out within the context of the bidding rules; as well as regular business communication outside the scope of the bid or contract that is required if the bidding process is with a current client.
  • We will comply, without exception to all client requests and requirements for confidentially, entertainment guidelines, protection of competitive performance criteria, as well as any other information clients have communicated that is a requirement for maintaining an appropriate and ethical business relationship.
  • Comments or statements to outside parties or other clients regarding client issues that may be of a public nature will not be made, nor will any individual make any public statement or take a public position on any such issue regarding a client.
  • Press releases relating to a client will not be disseminated without written approval of the client; likewise, client logos and listing of clients for promotional purposes in marketing collateral or electronic mediums will not occur without written approval of the client.
  • Employees are strictly prohibited from seeking to acquire by improper means information that may be used for unfair advantage in bidding, award of contract or on-going management of a client account.
  • We will fully disclose to our clients any internal investigation resulting from an alleged breach of any of the above rules for client account and proposal management.

Meals &Entertainment

Meals and entertainment with clients of a reasonable nature are expected and supported. Since this activity is subject to misinterpretation by either party, as well as others who may observe this activity, the following standards will apply.

  • Meals are intended to provide an opportunity and atmosphere to discuss commercial aspect of the proposed or existing business relationship; the purpose of meeting must be noted on employee’s expense report.
  • Meals must be of a reasonable nature, including venue and cost; and every attempt should be made to conduct business meetings in public facilities.
  • Entertainment and meals held at the home of any employee must be approved by the compliance officer.
  • Purchases made by a client that are deemed personal that occur during the course of an entertainment venue where we are the host, i.e. purchase of gift at a sporting event, etc. must be incurred by the client.
  • Cash transactions are discouraged for payment of meals and entertainment since no record of the activity exists. Recognizing there are times when a variance to this standard may exist; employee must note as such on their expense report.
  • Care should be given to selection of restaurants and facilities where client entertainment is provided. Establishments where public information is known to exist reporting the facility is under investigation or similar situations that could reflect negatively upon our judgment must be avoided.
  • Any activity that occurs in an establishment where we are entertaining a client that involves a situation where media or similar attention may be given to the facility must be reported to the compliance officer within 24 hours.
  • Meals and entertainment may include alcohol; careful judgment must be used to ensure impairment of client or employee does not occur.
  • Expensive specialty drinks, desserts, liquors, after dinner tobacco products or use of caddies, private transportation and similar items and activities that are generally viewed as excessive and unnecessary are highly discouraged and should not be indulged.
  • A record of any meal and entertainment event will be provided in writing on company letterhead including purpose, venue, location, time and cost to the client upon request. This is intended to support any conflict of interest documentation a client may need for their internal compliance criteria.
  • The opportunity and value of any meal or entertainment event must not raise any question regarding any obligation on the part of the client who receives it.

Gifts

Gifts that are tangible may be appropriate considering cost and use. Gifts that are intangible such as personal services are strictly prohibited. The following standards apply.

  • So-called premium items such as golf balls, pens, trade show give-away items and door prizes are appropriate when used in carrying out reasonable and normal activities associated with client relationship management activities. These items must have a company logo and website affixed.
  • Offers of cash to clients or prospective clients are strictly prohibited.
  • Holiday gifts are not permitted; a contribution to a local charity or a local charity of the client’s choice will occur in lieu of holiday gifts. Charities must have IRS Section 501 (c) (3) status.
  • Personal services are not to be interpreted as a non-cash gift; therefore personal services may not be provided to any client or prospective client; i.e. golf lesson, massage, etc, nor may gift certificates for these types of services be provided.
  • Cash value of any gift provided to a client or prospective client in excess of $100 must be recorded and maintained in the company’s client relationship data base. A letter of receipt on company letterhead will be provided to the client upon request.
  • Local and out-of-state entertainment tickets are not subject to gift criteria as they are recorded under meals and entertainment on the employee’s expense account and recorded in the client relationship data base; additionally these are necessary and routine business development and client relationship management activities.
  • Employees may not solicit business or personal favors from clients or prospective clients; also, employees are prohibited from offering client or prospective clients any services they may have access to through part-time work, consulting or private business ventures. Some exceptions may apply and must be approved by the compliance officer with a written record and description of the arrangement and terms.

Trade Shows

Trade shows and the related activity of hosting clients and prospects who attend these shows is an important component of the business development and client relationship management...The following standards apply.

  • Meals and entertainment are permitted, encouraged and recognized as an important aspect of trade meetings. These activities follow the requirements set forth under the meals and entertainment section of this code of conduct document.
  • Door prizes and give-away items must be carried out in compliance with the specific trade show guidelines. If in doubt, it is incumbent upon those engaged in business development to seek guidance.
  • Door prizes and give-away items must have a company logo with website address affixed.
  • Door prizes and give-away item costs will be provided to trade show representatives or any individuals who inquire. Winners will be provided cost information on company letterhead upon request.
  • Whenever possible, group involvement is encouraged to demonstrate commitment to the industry and collaboration of the members with the vendors.
  • Sponsorship of activities during the show must be reasonable and in accordance with trade show and code of conduct guidelines. If in doubt of what constitutes acceptable interaction and entertainment of attendees at the show, those involved in the business development activity must consult and garner clarification and endorsement from trade show representatives.
  • Care must be given in the planning of contests and activities to ensure fairness is achieved, the spirit of the meeting is maintained, and no offensive activity or event occurs.
  • Prospective and existing client information obtained from meetings will be used for the sole purpose of our company’s planning and prospecting activities; it may not be sold, exchanged or copied and distributed to others. All information must be entered into the company client relationship management data base where it becomes property of the company.
  • Professional appearance, interaction and business etiquette is expected at all times during trade shows. Alcohol may not be consumed by employees while working a shift at a trade booth or attending formal sessions and meetings at the trade show.
  • Awareness of the competitive nature of trade shows and the safeguarding of client information and company plans is imperative. No information on existing clients may be provided to any attendees or external parties without the clients’ express permission.

Travel

Travel to client and prospective client facilities and vice versa is necessary for our business. The following standards will apply.

  • Most constructive form of conveyance must be used; i.e. for visits within the region of company offices, automobile should be used, provided both cost and value of travel time is less expensive than air.
  • First class travel on airplanes is prohibited except under an emergency situation where no other seats or alternative means of travel is available.
  • Corporate rates, pre-approved rates and similar discounts must be used for transportation and lodging whenever possible and feasible.
  • Gratuities for service help while traveling are expected and should be exercised at the appropriate rate for the region where the travel is taking place. Consult local chamber of commerce, respected travel publications or hotel concierges. Gratuities must be noted on employee’s expense reimbursement request.
  • Travel to a client’s or prospective client’s geographical location, or with a client or prospective client to another geographical location for the sole purpose of entertainment is highly discouraged but may be appropriate under special circumstances. Approval of compliance officer is required. Care must be given to ensure arrangements such as this meet the client or prospective client’s compliance guidelines as well. A record will be retained in the company’s client database of any such event.
  • Costs associated with travel and visits to client facilities and meeting locations are a responsibility of our organization. Clients are not permitted to bear these costs. Discounts associated with local hotels and similar vendors the client may offer as a result of their relationship in the local area will be used when offered. Special treatment or requests are not permitted.
  • Costs, arrangements, and payment associated with travel and visits by clients to our facilities and meeting locations must be clearly agreed upon prior to event. It is common practice to host those who are current clients and those who are key prospective clients. However, many choose to use an “arms length” arrangement which is understandable and why clear arrangements must be made in writing prior to the event. Receipts of costs, location and business purpose will be provided on company letterhead upon request.
  • Travel requested by clients for visits to their facilities for the purpose of involvement in their company events, allows us to demonstrate our support and encourage the opportunity for strategic partnership. This is acceptable and expenses will be incurred by us. Care must be given to not engage in any behavior at these events that appears to be promotional or sales related.
  • Travel outside of the continental US with a client or prospective client is not permitted without a business opportunity/business exploration agreement letter stating estimated costs paid by each company, business objective, meeting agenda, individuals involved in all meetings, dates and locations. Agreement must be signed by each party, reviewed and approved by the compliance officer.

This Code of Conduct document is embraced by the managing partners who are responsible for daily oversight of the intent, interpretation of language, and charged with carrying out the client relationship management activities of the company with honesty, integrity, the right moral standards and business ethics, and without undue influence.

An annual “code of conduct” review and discussion by each associate engaged in client relationship management will be conducted by the compliance officer in December of each year.

Compliance Officer: David E. Steele – - 317.824.1414

By: Managing Members Reviewed Annually: August, 2010