Attached files
file | filename |
---|---|
10-K - FORM 10-K - KELLY SERVICES INC | c12448e10vk.htm |
EX-24 - EXHIBIT 24 - KELLY SERVICES INC | c12448exv24.htm |
EX-21 - EXHIBIT 21 - KELLY SERVICES INC | c12448exv21.htm |
EX-23 - EXHIBIT 23 - KELLY SERVICES INC | c12448exv23.htm |
EX-31.2 - EXHIBIT 31.2 - KELLY SERVICES INC | c12448exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - KELLY SERVICES INC | c12448exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - KELLY SERVICES INC | c12448exv32w1.htm |
EX-31.1 - EXHIBIT 31.1 - KELLY SERVICES INC | c12448exv31w1.htm |
Exhibit 14
Code of Business Conduct and Ethics
The Board of Directors (the Board) of Kelly Services, Inc. (the Company) has adopted the
following Code of Business Conduct and Ethics (the Code) for itself and the officers and
employees of the Company and its subsidiaries.
The Code is intended to help us recognize and deal with ethical issues, deter wrongdoing, provide
mechanisms to report and prevent dishonest or unethical conduct and foster a culture of honesty and
accountability as we collectively work to achieve our Vision, demonstrate our Character and adhere
to our Values.
Each of us has a personal responsibility to conduct ourselves, and ensure that our suppliers,
agents and representatives are aware of their obligation to conduct themselves, in a legal, ethical
way and to comply with both the letter and the spirit of this Code.
No code or policy can anticipate every situation that may arise. This Code is intended to serve as
a guide. Employees are encouraged to ask their manager questions about particular circumstances
that may involve the provisions of this Code. Employees also may present their questions to the
Vice President, Internal Audit or the General Counsel.
Conflict of Interest
A conflict of interest occurs when our individual private interests interfere, or appear to
interfere, in any way with the interests of the Company. Each of us must avoid conflicts of
interest with the Company. This Code does not attempt to describe all possible conflicts of interest which could develop.
Some of the more common conflicts from which we should refrain, are:
| an employee or a family member receiving an improper personal benefit as a result of the employees position with the Company. A family member means a spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone who resides in an employees home; |
| knowingly engaging in any conduct or activity that is inconsistent with the Companys best interests or that disrupts or impairs the Companys relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship; |
| accepting compensation, in any form, from any source other than the Company, which affects job performance in any way; |
| offering, giving or receiving gifts to or from anyone who deals with the Company in cases where the gift is being made to influence our actions in our position with the Company, or where acceptance of the gifts could create the appearance of an impropriety. |
Any situation that involves, or may reasonably be expected to involve, a conflict of interest with
the Company must be disclosed immediately to the Vice President, Internal Audit or the General
Counsel.
Anti-Bribery/Anti-Corruption
Each of us has an obligation to comply with the U.S. Foreign Corrupt Practices Act (FCPA) as well
as all other country specific anti-bribery and anti-corruption laws. You may not give, promise or
offer anything of value, no matter how small, to any customer, government employee or other person
for the purpose of improperly influencing a decision, securing an advantage, avoiding a
disadvantage or obtaining or retaining business. If you engage in such behavior, you expose
yourself and the company to civil and/or criminal liability, significant reputational harm and
undermine the trust that our customers, shareholders and communities have placed in us. Each of us
is required to take the FCPA and anti-bribery training provided by the Company and to certify
compliance with the principles outlined in the training and this Code yearly. Any suspected
violation should be reported immediately through Kelly Services Business Conduct & Ethics
Reporting Program at 877.978.0049 or
https://www.integrity-helpline.com/kellyservices.jsp or for
Europe, https://www.financial-integrity.com/kellyserviceseu.jsp or to the Vice President, Internal
Audit.
Corporate Opportunities
Each of us has a responsibility to the Company to advance its legitimate interests.
We must not:
| personally take for ourselves or divert to others opportunities that are discovered through the use of Company property, information or our respective position; |
| use Company employees, property, information or our respective positions for personal gain; or |
| compete with the Company, directly or indirectly, for business opportunities. |
Confidentiality and Privacy
Each of us must maintain the confidentiality and privacy of information and personal data entrusted
to us by the Company, employees and our customers and comply with Kellys global Privacy Statement
which is found at http://www.kellyservices.com.
Protection and Proper Use of Company Assets
We must each protect the Companys assets and ensure their efficient use. No one is to use Company
assets for personal benefit.
Fair Dealing
We have a responsibility to deal fairly with each other and our customers, candidates and
suppliers. No one must take unfair advantage of anyone else through manipulation, concealment,
abuse of confidential information, misrepresentation of material facts or any other unfair dealing
practices.
Behavior in the Workplace
Kelly is committed to maintaining a work environment which promotes individual dignity and mutual
respect. Inappropriate behavior in the workplace, which extends to business travel and after-hour
Company sponsored events, will result in disciplinary action, up to and including termination.
Any hostile conduct directed at an employee based on his or her gender, ethnicity, national origin,
religion, disability, age or sexual orientation is expressly prohibited. Sexual advances, requests
for sexual favors, and other unwanted verbal or physical conduct or communication of a sexual
nature is considered inappropriate behavior in the workplace and will not be tolerated.
Compliance with Laws, Rules and Regulations
Each of us shall, and shall ensure that our suppliers, agents and representatives are aware of
their obligation to, comply with all laws, rules, regulations applicable to the Company including
the Foreign Corrupt Practices Act and other anti-corruption and anti-bribery laws, labor and
employment laws, antitrust laws and insider trading laws, applicable health, safety and
environmental laws, applicable data privacy and protection laws and all policies established by the
Company.
Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code as it applies to individual Directors or Executive Officers must be made by
the Board of Directors and will be disclosed in accordance with applicable federal law and the
NASDAQ Market Place Rules. Requests for waivers of the Code as it applies to officers and
employees must be made in writing to the Vice President, Internal Audit or the General Counsel and
must be confirmed in writing.
Reporting Dishonest or Unethical Behavior
When in doubt about the best course of action in a particular situation, employees should talk to
their managers or other appropriate personnel. Known or suspected violations of laws, rules and
regulations applicable to the Company, of this Code or any Company policy must be promptly reported
to Kelly Services Business Conduct & Ethics Reporting Program at 877.978.0049 or
https://www.integrity-helpline.com/kellyservices.jsp or
https://www.financial-integrity.com/kellyserviceseu.jsp for Europe. Subject to applicable laws, anonymous reporting will be permitted through Kellys Business Code and Ethics Reporting Program. Retaliation of any kind against any Director, officer or employee for reports made in good faith is expressly prohibited and will result in corrective action, including termination of employment.
https://www.financial-integrity.com/kellyserviceseu.jsp for Europe. Subject to applicable laws, anonymous reporting will be permitted through Kellys Business Code and Ethics Reporting Program. Retaliation of any kind against any Director, officer or employee for reports made in good faith is expressly prohibited and will result in corrective action, including termination of employment.
It is the Companys responsibility to conduct a prompt investigation of any complaint of a
violation or alleged violation of this Code. If an employee does not feel that a reported
violation has been addressed, he or she should follow up through the Kelly Business Code and Ethics
Reporting Program described above or directly with the Vice President, Internal Audit, or the
General Counsel.
Public Company Reporting
The Chief Executive Officer and the Chief Financial Officer, the Corporate Controller and their
designees (the senior financial officers) have the additional responsibility to file with the
U.S. Securities and Exchange Commission full, fair, timely and understandable reports and
documents; these same disclosure requirements apply to all of the Companys public communications.
In addition to the reporting requirements set forth elsewhere in this Code the senior financial
officers must report any known or suspected violations of the Code to the Audit Committee.
Failure to Comply; Compliance Procedures
The failure by any Director, officer or employee to comply with the laws, rules or regulations
governing the Companys business, this Code or any Company policy will constitute grounds for
corrective action, up to and including termination of employment or engagement. Reports of known
or suspected violations will be promptly investigated by the appropriate function, which may
include Audit, Human Resources or Law.
Adopted by Board of Directors
February 9, 2004, as amended on November 9, 2010
February 9, 2004, as amended on November 9, 2010