Global Code of Business

Conduct and Ethics

 Message from the chairman

Dear Colleagues:
The Hay Group Global Code of Business Conduct and Ethics (the “Code”) is our company’s statement
of commitment to the highest standards of integrity and ethical behavior.
Acting with integrity in all we do will serve all stakeholders of the company, including our employees,
owners, clients, vendors and communities. The scope of the Code is global. It applies to all Hay
Group employees, associates, independent contractors and directors. Although the Code covers
many subjects, it is intended to provide general guidance.
Compliance has been a part of Hay Group’s over 65 years of existence.
Compliance is a very important company policy and one that is directly related to our future success. By establishing a
culture of compliance, we may avoid undue risk and potential liability, and maintain and increase the value of the company.
Monitoring compliance helps us to improve quality of our service and our relationships with clients and colleagues.
Hay Group is dedicated to not only achieving compliance with the laws affecting our business, but exceeding legal
standards.
If you have any questions after reading this Code, you may direct them to the Chief Compliance Officer, the General
Counsel of Hay Group.
Chris R. Matthews

Chairman

© 2007 Hay Group. All Rights Reserved 2

 Introduction

Always act with integrity

This Code of Business Conduct and Ethics (the "Code" or “Code of Conduct”) expresses the
commitment of HG (Bermuda) Limited and its worldwide affiliates (collectively, “Hay Group”) to conduct
business in accordance with all applicable laws, rules and regulations and the highest ethical standards.
All employees, associates, independent contractors and directors are expected to follow the Code. The
Hay Group Whistleblower Policy is part of the Code.
Hay Group also expects our suppliers and vendors to abide by this Code.
This Code is not intended to cover all laws or policies nor every possible ethical issue that you may face.
The Code should be read and treated as a supplement to: (i) the Hay Group Code of Ethics for Financial
Professionals (September 2006); (ii) local company policies in effect from time to time; and (iii) various
applicable professional codes of ethics that have the force of law in particular countries in which Hay
Group operates. Each employee should read and become familiar with the Policy Guide, which is not
part of the Code. Our managers must be the models of ethical behavior. The Hay Group Whistleblower
Policy is part of the Code.
If you have questions about this Code or are unsure whether it applies in a specific situation, please ask
your manager or the Chief Compliance Officer.

© 2007 Hay Group. All Rights Reserved 3

 Compliance with laws, rules, and
regulations

It is Hay Group’s policy to comply with all applicable laws, rules and regulations. Each of
us must be dedicated to complying fully with the letter and spirit of the laws, rules and
regulations that apply to our business. The Policy Guide provides guidance as to certain of
the laws, rules and regulations that apply to Hay Group's activities.

© 2007 Hay Group. All Rights Reserved 4

 Insider trading

Hay Group does not use confidential information

for personal gain.
Insider trading is both illegal and against our
policy. We do not buy or sell shares or help others
to buy or sell shares of companies, based on
important secret information before such
information is made available to the public. Material
inside information may include mergers,
acquisitions, financial results, or management
changes.
Anyone who is uncertain about the rules involving
insider trading must consult with the Chief
Compliance Officer before making any purchase or
sale of shares or debt.

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 Insider trading – sample situations

© 2007 Hay Group. All Rights Reserved 6

 Intellectual property

The single most valuable asset of Hay Group is our brand. We have established the goodwill of the Hay Group
brand over our 65 years of acting with integrity as trusted advisors to clients. We protect our copyrights,
trademarks and trade secrets zealously.
Hay Group respects the property rights of others, including their copyrights, trademarks, trade secrets, patents
and know-how. Our employees understand that unauthorized copying of copyright protected works is not
permitted, and may subject Hay Group and the individual employees to legal liability. We recognize that
permission is required to use another person’s intellectual property.
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 Intellectual property – sample situations

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 Confidentiality and privacy

Hay Group employees often learn confidential, proprietary or private information about the
firm, its clients, prospective clients and other third parties. Employees must maintain the
confidentiality and privacy of all information so entrusted to them, except when disclosure
is authorized or legally mandated.
Confidential or proprietary information includes, among other things, any non-public
information concerning the firm, including its businesses, financial performance, results or
prospects. It also includes any non-public information provided by a third party with the
expectation that the information will be kept confidential and used solely for the business
purpose for which it was disclosed. Employees must protect the privacy of other employees
and clients.
Hay Group employees understand that we should not expect privacy when using the Hay
Group computer systems, telecommunications, Internet access, and other equipment and
services on the job. We acknowledge Hay Group reserves the right to inspect its facilities
and property. Employees should refer to the policies set forth in the Policy Guide under
Confidential or Proprietary Information.

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 Confidentiality and privacy – sample
situations

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 Personal conflicts of interest

A personal conflict of interest occurs when an

individual's private interest interferes with the
interests of Hay Group. An employee must
never use or attempt to use his or her position
at the firm to obtain any improper personal
benefit for himself or herself, for his or her family
members, or for any other person, from any
person or entity. Hay Group’s interest must
come before the personal gain of our employees.
We seek to avoid even the appearance of a
conflict of interest.
Any employee who is aware of a transaction or
relationship that might give rise to a conflict of interest should discuss the matter promptly
with the appropriate Human Resources Department or the Chief Compliance Officer.

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 Personal conflicts of interest – sample
situations

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 Corporate opportunities

Employees owe a duty to Hay Group to advance Hay

Group's legitimate business interests when the opportunity
to do so arises. Employees are prohibited from taking for
themselves or for a third party any business opportunity
that arises through the use of corporate property,
information or position, unless Hay Group has already
been offered the opportunity and rejected it. Employees
are prohibited from using Hay Group property, information
or position for personal gain or competing with Hay Group
for business.

SAMPLE

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 Integrity and fair dealing

Hay Group acts with integrity at all times by being honest, by following the law, and by
treating others fairly and respectfully. Our reputation and success depend on fair
dealing. Hay Group does not seek competitive advantage through illegal or unethical
business practices, such as antitrust or unfair competition law violations.
Each employee must deal fairly with all of our stakeholders, including Hay Group’s clients,
employees, and service providers, as well as our competitors.
We do not offer or give money or gifts to any government official or political party or
candidate for an illegal purpose. We do not violate our clients’ policies that do not permit
the giving of gifts.
No employee should take unfair advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts, or any unfair dealing
practice.
Hay Group recognizes that information about competitors, customers and suppliers is a
valuable asset. We obtain such information legally. We do not seek such competitive
information from the current or former employees of our competitors.

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 Integrity and fair dealing – sample
situations

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 Equal employment opportunity and
harassment

Hay Group has concern for the personal dignity

and individual worth of every employee.
Harassment is not tolerated.
Hay Group treats all applicants and employees
by their qualifications, achievements and
demonstrated skills without regard to age, race,
color, gender, religion, disability, national origin,
veteran status, marital status or sexual
orientation. We afford equal opportunity in regard
SAMPLE to each individual's terms and conditions of
employment and in regard to any other matter
that affects the working environment of the
employee. We promote diversity in our
employment practices. Please refer to the Policy
Guide.

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 Protection and proper use of company
assets

All employees must protect Hay Group's assets and

ensure their efficient use. All Hay Group assets
should be used for legitimate business purposes only.
Any personal use of Hay Group assets must be
incidental and insignificant in cost and time. Hay
Group has a records management policy with which
all employees must comply. We must preserve, and
not change, hide or destroy any records that are
subject to an investigation or which may be used in
any official proceeding. Please refer to the Policy
Guide.
SAMPLE SITUATION

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 Environment, safety, and health

Hay Group is committed to providing a healthy

and safe place to work. We are committed to
promoting practices that protect the
environment. We believe in being good
stewards of the world in which we work and
live. We expect our employees to report to work
free from the influence of any substance that
could impair them from the safe and effective
performance of their jobs.

SAMPLE SITUATION

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 Compliance and reporting

Employees must try to identify and raise potential issues before they lead to problems. Any employee who becomes
aware of any existing or potential violation of this Code must promptly notify the Chief Compliance Officer. Employees
may report suspected violations of law or this Code anonymously. Hay Group will take appropriate disciplinary or
preventive action to address any reported existing or potential violation of this Code. Hay Group will not retaliate against
any person who reports suspected violations of law or this Code. It is a violation of this Code to submit a report that is
known to be false. Any questions relating to how this Code or the policies in the Policy Guide work should be addressed
to the Chief Compliance Officer. Refer to the Policy on Reporting Suspected Violations of Law or Company Policy.

SAMPLE SITUATION

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 Audit function organizational chart

© 2007 Hay Group. All Rights Reserved 20

 Violations template

„ If you are aware of any conduct that may be in violation of the Code, please see the
Whistleblower Policy attached below
− We will keep all information as confidential as possible during the course of our
investigation
− Retaliation is not tolerated

© 2007 Hay Group. All Rights Reserved 1

Reporting Suspected Violations of Law or Company Policy
(Whistleblower Policy)

Procedure

The Company has developed these procedures to fulfill its responsibilities and to ensure that
any complaints concerning suspected violations of law or Company policy, including our Code
of Conduct, are promptly and effectively addressed. The term “Hay Group” or the “Company”
as used in this Policy shall mean HG (Bermuda) Limited and its global subsidiaries and
affiliates.

Definitions

1. “Accounting Matters” includes, without limitation, (i) fraud, deliberate error or

misrepresentation in the preparation, evaluation, review or audit of any financial
statement of the Company, (ii) fraud, deliberate error or misrepresentation in the
recording and maintaining of financial records of the Company, (iii) deficiencies in or
noncompliance with the Company’s internal accounting controls, (iv)
misrepresentations or false statements to or by a senior officer or accountant regarding a
matter contained in the Company’s financial records, financial reports or audit reports,
(v) deviation from full and fair reporting of the Company’s financial condition.

2. “Complaints” include any adverse information provided to the Company, whether in the
form of a concern, a demand for remedial action, or a report of a suspected violation of
any law or Company policy, including but not limited to, Accounting Matters.

3. “Violation” means any act or omission by an employee that is against the law or
Company policy.

Submission of Complaints

1. An employee who has a good faith belief that a violation of law or Company policy may
occur, is occurring or has occurred, has a duty to report it under this Policy, except in
those countries whose laws prohibit the placement of such a duty on employees.

2. An employee may submit a Complaint to the General Counsel or through the customary
internal channels, namely, to the persons identified for that purpose in the applicable
Company policies, or to the employee’s manager or the country General Manager,
except where such individuals are the subject of the Complaint, then to the General
Counsel. For clarity, all suspected Violations of U.S. criminal laws must be reported to
the General Counsel.

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3. Complaints, including Complaints by non-employees, may be submitted to the General
Counsel of Hay Group in any of the following ways:

- Telephone: a U.S. toll-free number (1-800-718-4429) is available at all times

(the “Compliance Hotline”), or directly to the General Counsel at 215-861-
2475;

- E-Mail: e-mail Complaints may be forwarded to the General Counsel of Hay

Group (Jeff.Marcus@haygroup.com); and

- Mail: Complaints may be mailed directly to the General Counsel at the address
below or submitted to any Hay Group office in a sealed envelope, which
envelope shall be forwarded unopened to the General Counsel, by interoffice
mail, regular
mail or other means of delivery, addressed as follows:

Private and Strictly Confidential

Attention: General Counsel
Hay Group, Inc.
100 Penn Square East
Philadelphia, Pennsylvania 19107-3388, USA

Complaints should contain as much specific information as possible. Anonymous

Complaints are permitted.

Treatment of Complaints

1. Upon receipt of a Complaint by the General Counsel, the General Counsel will (i)
determine whether the complaint pertains to Accounting Matters, and (ii) when
possible, acknowledge receipt of the Complaint to the sender.

2. Assessment, investigation and evaluation of Complaints shall be conducted by, or at the

direction of the General Counsel or the Audit Committee.

3. Complaints relating to Accounting Matters will be reviewed under Audit Committee

direction and oversight by the General Counsel, Internal Audit or such other persons as
the Audit Committee determines to be appropriate. Confidentiality will be maintained to
the extent possible, consistent with the need to conduct an adequate review.

4. The General Counsel shall inform the Audit Committee of all Complaints received by
the General Counsel, with an initial assessment concerning each Complaint. The
General Counsel shall have the ability to consult with any member of management who
is not the subject of the alleged Violation and who may have appropriate expertise or

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 knowledge to assist with the investigation.

5. All Complaints and all related data shall be collected and managed in accordance with
all applicable data protection and privacy laws.

6. The General Counsel shall report to the Audit Committee periodically about the process
for receiving Complaints, so that the Committee can ensure that the process is
satisfactory in its efficiency, accuracy, and timeliness, protection of confidentiality, and
effectiveness. Legal or other requirements may not allow for complete anonymity.

7. Prompt and appropriate corrective action will be taken when and as warranted in the
judgment of the Audit Committee.

8. The Company will not discharge, demote, suspend, threaten, harass, retaliate or in any
manner discriminate against any employee based upon any lawful actions taken by such
employee with respect to any good faith reporting of Complaints.

9. The Company may take disciplinary action against any employee who violates this
Policy, acts in bad faith or misuses this Policy.

Compliance with local laws

Where required by the applicable local law:

1. Scope: Complaints from employees shall be limited to Accounting Matters and other
substantial misconduct that affect the vital interests of the Company, and must describe
all facts as “alleged.”

2. Notice: The person to whom the Complaint is made shall provide prompt written
notice to the person alleged to have violated this Policy, unless doing so would pose a
substantial risk to the evidence gathering process or for other legitimate interests of the
Company.

3. Deletion: Complaints determined to be unfounded shall be promptly closed and

related data deleted permanently. Personal data must be deleted two months after the
close of a Complaint, unless the investigation remains open or disciplinary action has
been taken against an unfounded Complaint.

4. Translation: Translations shall be made of this Policy and related communications to

the employees.

5. Notification: The local data protection authority or other authority shall be notified of
this Policy and the Company shall notify and coordinate with the applicable works
council concerning this Policy.

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