As a leading consulting firm, Thomas Group’s reputation for honesty and integrity is the foundation for the value that we provide to our clients, our business partners, and the communities in which we operate. This reputation is the sum of the personal reputations of our directors, officers, and employees, and we are all collectively responsible for preserving and enhancing this reputation. With this in mind, the Thomas Group Board of Directors has adopted this Code of Business Conduct and Ethics to protect our reputation, to promote compliance with laws, rules, and regulations applicable to our business, and to express the high standards of business conduct and ethics to which our employees and business associates are held.
All directors, officers and employees of Thomas Group are expected to carefully read and comply with the policies set forth in this Code. Certain provisions of this Code also apply to Thomas Group’s agents and representatives, including third party consultants, and it is expected that such persons will receive a copy of this Code and follow those applicable provisions.
Of course, this Code is only one aspect of Thomas Group’s commitment to ethical conduct and does not cover all of the standards applicable to you in your dealings with and for Thomas Group. If you are a Thomas Group officer or employee, you must also be familiar with, and comply with, all other policies contained in the Thomas Group Handbook.
Furthermore, while the standards set forth in this Code are designed to deter wrongdoing and to promote honest and ethical conduct, they certainly will not cover all situations. This Code cannot and is not intended to detail every applicable law or provide answers to all questions that might arise. Ultimately, Thomas Group must rely on each person’s good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.
This Code contains instructions as to how you should seek guidance in circumstances that are not clearly covered by the stated standards. If you have any doubts whatsoever as to the propriety of a particular situation or the applicability of this Code, you should promptly contact the leader of your practice group, Thomas Group’s Vice President - Human Resources (who will serve as our Compliance Officer for purposes of this Code), or any of the other resources identified in this Code. In particular, if you have concerns about accounting, internal controls, financial reporting or auditing matters, you should follow the procedures for expressing those concerns as set forth in Section 13D of this Code.
We at Thomas Group are committed to providing our clients high quality, competitive services with honesty and integrity. Adherence to the policies set forth in this Code will help us continually to achieve that goal.
If you are a director, officer or employee of Thomas Group or any of its subsidiaries, then you are subject to this Code. Agents or representatives of Thomas Group, including third party consultants, also are subject to applicable provisions of this Code.
Thomas Group requires honest and ethical conduct from everyone subject to this Code. You have a responsibility to all other directors, officers and employees of Thomas Group, and to Thomas Group itself, to act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing independent judgment to be compromised, and otherwise to conduct yourself in a manner that meets with Thomas Group’s ethical and legal standards.
As a Thomas Group director, officer or employee, you are expected to dedicate your best efforts to advancing Thomas Group’s interests and to make decisions that affect Thomas Group with objectivity and free of conflicting priorities. A “conflict of interest” exists when a person’s private interests interfere in any way, or even appear to interfere, with the interests of Thomas Group. For example, a conflict situation arises if you take an action or have an interest that interferes with your ability to perform your work for Thomas Group objectively and effectively. Conflicts of interest also may arise if you, or a member of your family, receive an improper personal benefit as a result of your position with Thomas Group.
Conflicts of interest are prohibited as a matter of policy, except under guidelines approved by the Board of Directors. If you become aware of any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest, you should report it promptly in accordance with Section 13 of this Code.
Although it is impossible for this Code to specifically describe every type of conflict scenario, several common situations are described below to aid you in identifying, avoiding and dealing with potential conflicts of interest:
A. Interests in Competitors, Clients or Other Organizations
The determination whether any outside investment, financial arrangement, or other interest in another organization is improper depends on the facts and circumstances of each case. Your ownership of an interest in another organization may be inappropriate if the other organization has a material business relationship with, or is a direct competitor of, Thomas Group and your financial interest is of such a size that your ability to exercise independent judgment on behalf of Thomas Group is or may appear to be compromised.
You should immediately advise the Compliance Officer if you hold an interest in any competitor, client or supplier of Thomas Group. As a general matter, you may not own an interest in a company that competes directly with Thomas Group. Furthermore, you may not own an interest in a company that does business with Thomas Group (such as a Thomas Group client or supplier) without the prior written approval of the Compliance Officer, with concurrence by the Chief Executive Officer. Notwithstanding the foregoing, a passive investment in a competitor, client or supplier will not be considered improper and would not require prior written approval if it is (i) in publicly traded shares; (ii) represents less than 1% of the outstanding equity of the organization in question; and (iii) represents less than 5% of your net worth. Be advised, however, that you are prohibited from trading securities of clients for whom you possess material nonpublic information. This is more fully discussed below in Section 8 of this Code.
B. Business Arrangements with Thomas Group
Directors, officers and employees may not participate in any joint venture, partnership or other business arrangement with Thomas Group without prior written approval from the Compliance Officer, with concurrence by the Chief Executive Officer. Thomas Group will not make personal loans to or guarantee the personal obligations of directors or executive officers.
C. Benefits to Friends and Family
You should not award or influence the award of a Thomas Group business contract to a relative or personal friend or to a company where a relative or personal friend will receive direct benefit from the contract.
D. Outside Business, Charitable and Civic Activities
Thomas Group values the diverse business experiences of its directors, officers and employees. We also encourage all employees to participate in projects and causes that further the welfare of our local communities. Nevertheless, outside business activities sometimes have the tendency to give rise to conflicts of interest, and care must be taken that your outside activities do not detract from the time and energy necessary for you to properly perform your duties for Thomas Group.
The determination of whether any outside position you may hold is improper will depend on the facts and circumstances of each case. Simultaneous employment with or serving as a director or officer of a competitor of Thomas Group is prohibited. Also, without the prior written approval of the Compliance Officer, with concurrence by the Chief Executive Officer, you may not be a Thomas Group client or supplier, or a director, officer, employee or representative of a Thomas Group client or supplier.
Your involvement in trade associations, professional societies, and charitable and similar organizations normally will not be viewed as improper. However, if those activities are likely to take substantial time from or otherwise conflict with your responsibilities to Thomas Group, you should obtain prior written approval from the Compliance Officer, with concurrence by the Chief Executive Officer. Other outside associations or activities in which you may be involved are likely to be viewed as improper only if they would interfere with your ability to devote proper time and attention to your responsibilities to Thomas Group or if your involvement is with another company with which Thomas Group does business or competes.
If you are a Thomas Group director, your employment or affiliation with a company with which Thomas Group does business or competes must be fully disclosed to the Board of Directors and must satisfy any other standards established by applicable law, rule (including rules of any applicable stock exchange) or regulation and any other corporate governance guidelines that Thomas Group may establish.
E. Gifts and Entertainment
The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by you or any of your family members unless it (i) is not a gift of cash or cash equivalent (such as securities or a below-market loan); (ii) is consistent with customary business practices; (iii) is not excessive in value; (iv) cannot be construed as a bribe or payoff; and (v) does not violate any U.S. or foreign laws, rules or regulations, including, among other laws, the Foreign Corrupt Practices Act described in Section 12 below. In addition, you should exercise diligence in determining that any such gift or entertainment does not violate the policies of the recipient’s employer.
It is important to note that a gift that is acceptable in the commercial business environment may be entirely unacceptable in dealings with governmental entities. For more information on dealings with governmental entities, please refer to Section 12D of this Code.
You should discuss with the Compliance Officer any gifts or proposed gifts that may not be appropriate before they are given or accepted by you.
F. Indirect Violations
You should not indirectly, through a spouse, family member, affiliate, friend, partner or associate, have any interest or engage in any activity that would violate this Code if you directly had the interest or engaged in the activity. You must fully disclose any such relationship to the Compliance Officer (or to the Board of Directors if you are a Thomas Group director or executive officer), who will make a determination as to whether the relationship is inappropriate, based upon the standards set forth in this Code.
You are prohibited from taking for yourself, personally, opportunities that are discovered through the use of Thomas Group’s corporate property or information, or your position with Thomas Group, unless the Board of Directors has declined to pursue the opportunity. You may not use Thomas Group’s corporate property or information, or your position with Thomas Group, for personal gain or to compete with Thomas Group. You may not accept money or benefits of any kind as compensation or payment for any advice or services that you may provide to a client, supplier or anyone else in connection with its business with Thomas Group. You owe a duty to Thomas Group to advance the company’s legitimate interests whenever the opportunity to do so arises.
You should protect Thomas Group’s assets and promote their efficient use. Theft, carelessness, and waste have a direct impact on Thomas Group’s profitability. All corporate assets should be used for legitimate business purposes. The obligation of employees to protect Thomas Group’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information is strictly prohibited. It could also be illegal and result in civil or criminal penalties.
You should maintain the confidentiality of all confidential information entrusted to you by Thomas Group or by persons with whom Thomas Group does business, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors of, or harmful to, Thomas Group or persons with whom Thomas Group does business, if disclosed.
When your employment or other association with Thomas Group ends, you must return all books, records, lists and other written, typed or printed material, whether furnished by Thomas Group or prepared by you, that contain any information relating to Thomas Group’s business. You may neither make nor retain any copies of such materials after termination of your employment or association. Your obligation to maintain the confidentiality of Thomas Group’s confidential information continues even after your employment or association ends.
If you have access to material, non-public information concerning Thomas Group, you are not permitted to use or share that information for stock trading purposes, or for any other purpose except the conduct of Thomas Group’s business. All non-public information about Thomas Group should be considered confidential information. Insider trading, which is the use of material, non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information, is not only unethical but also illegal. If you violate this prohibition against “insider trading,” you may be subject to criminal or civil liability, in addition to disciplinary action by Thomas Group. Please see Thomas Group’s Insider Trading Policy for more information.
Thomas Group requires honest and accurate recording and reporting of information in order to make responsible business decisions. All of Thomas Group’s books, records, accounts and financial statements must be maintained in reasonable detail, appropriately reflect Thomas Group’s transactions and conform both to applicable legal requirements and to Thomas Group’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.
Business records and communications often become public. Thomas Group’s policy is that you should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to Thomas Group’s record retention policies as in effect from time to time. In accordance with those policies, in the event of any actual or reasonably anticipated litigation or governmental investigation, please consult the Compliance Officer prior to the destruction of any documents related to such litigation or governmental investigation.
It is Thomas Group’s policy to provide full, fair, accurate, timely, and understandable disclosure in all reports and documents that it files with, or submits to, the Securities and Exchange Commission and in all of its other public communications. Persons with responsibilities related to the preparation of these filings and communications should exercise diligence and care to do their part in acting in furtherance of this policy.
All of our directors, officers and employees are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about Thomas Group to anyone having a role in Thomas Group’s financial reporting and disclosure processes. You must not directly or indirectly take any action to fraudulently induce, coerce, manipulate or mislead Thomas Group’s independent auditors for the purpose of rendering Thomas Group’s financial statements misleading, or direct anyone else to do so. If you believe that any of Thomas Group’s periodic reports contain any materially false or misleading information, you are encouraged to report your concerns in accordance with Section 13.
In addition, if you have responsibilities related to Thomas Group’s preparation of reports and documents filed with the Securities and Exchange Commission or other public communications (including our principal executive officer, principal financial officer, principal accounting officer or controller, and other professionals serving in a finance, treasury, tax or investor relations role), you must:
A. Respecting One Another
The way we treat each other and our work environment affects the way we do our jobs and, thus, how we perform for our clients. All Thomas Group employees want and deserve a workplace where they are respected and appreciated. Everyone who works for Thomas Group must contribute to the creation and maintenance of such an environment, and employees in management positions have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust. You are expected to interact with all other Thomas Group personnel, as well as Thomas Group’s clients and business associates, in a professional and respectful manner.
B. Equal Employment Opportunity and No Discrimination
The diversity of Thomas Group’s employees is a tremendous asset. Thomas Group is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination of any kind.
C. No Harassment
Thomas Group is committed to providing a productive and professional work environment in which all individuals are treated with respect and dignity. Thomas Group has established policies and practices that prohibit any workplace conduct that is inappropriate, offensive or intimidating, including any form of sexual harassment. You are expected to familiarize yourself with and comply with each of these policies and practices.
D. Health and Safety
Thomas Group strives to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. You should report to work in condition to perform your duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated.
E. Employee Privacy
We respect the privacy and dignity of all individuals. Thomas Group collects and maintains personal information that relates to your employment, including compensation, medical and benefit information. Special care is taken to limit access to Thomas Group personnel with a need to know such information for a legitimate purpose. Employees who are responsible for maintaining personal information and those who are provided access to such information must not disclose private information in violation of applicable law or in violation of Thomas Group’s policies.
Employees should not access or retrieve items from another employee’s workspace without prior approval of that employee or management. Similarly, you should not use communication or information systems to obtain access to information directed to or created by others without the prior approval of the Compliance Officer, unless such access is part of your job function and responsibilities with Thomas Group.
You should not place or keep personal items, messages, or other information that you consider to be private in Thomas Group’s telephone systems, computer or electronic mail systems, offices, work spaces, desks, credenzas or file cabinets. Thomas Group reserves all rights, to the fullest extent permitted by law, to inspect such systems and areas and to retrieve information or property from them when deemed appropriate in the judgment of management.
Additionally, in order to protect its employees and assets, Thomas Group may ask to search an employee’s personal property, including briefcases and bags, located on or being removed from Thomas Group locations, and the employee is expected to cooperate with such a request.
A. Fair Dealing
Thomas Group seeks to outperform its competition fairly and honestly. Thomas Group seeks competitive advantages through superior performance and never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies, is prohibited. You should endeavor to respect the rights of and deal fairly with Thomas Group’s clients, suppliers, competitors and employees, and with other persons with whom we do business. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
B. Antitrust Laws
Thomas Group’s activities are subject to antitrust and trade regulation laws that govern how we interact with our clients, suppliers and competitors. Among other things, these laws prohibit agreements between competitors to fix prices, limit the availability of services, or allocate clients, territories or markets. Any such agreement, whether formal or informal, may be unlawful and is prohibited by Thomas Group policy. You should avoid participating in situations from which any unlawful agreement may be inferred and all contacts with competitors should be conducted as if they were completely in the public view. Failure to comply with the antitrust laws could subject the individuals involved to criminal fines and jail terms, and Thomas Group to criminal fines, large civil penalties and treble damages. You should consult the Compliance Officer with any questions or concerns regarding the antitrust laws and how they are applied.
B. Competitive Information
It is perfectly proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits on the ways that such information should be acquired and used, especially information about our competitors. You must never attempt to acquire a competitor’s trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor’s nondisclosure agreement. If there is any indication that the information you obtain was not lawfully received by the party in possession, you should refuse to accept it. You may not disclose your previous employer’s confidential information to Thomas Group; however, you may use the general skills and knowledge you acquired during your previous employment. Improper gathering or use of competitive information could subject you and Thomas Group to criminal and civil liability. If you are in doubt as to whether a source of information is proper, you should contact the Compliance Officer.
C. Foreign Corrupt Practices Act
You are required to comply strictly with the U.S. Foreign Corrupt Practices Act. In essence, you may not make or promise to make, directly or indirectly, any payment of money or provide any object of value to any foreign official of a government or a political party, or a candidate for political office, that is for the purpose of inducing or influencing such person to act in any way to assist Thomas Group in obtaining or retaining business for or with Thomas Group. Although certain so-called “facilitating” payments may be permissible under certain circumstances, legal advice concerning any such proposed payment--or any other payment of money or contribution of value--to a foreign official should be sought in advance, and any such payment must be approved in writing by the Compliance Officer, with concurrence by the Chief Executive Officer. If you have a question about a payment or are aware of any violation of this policy, you should promptly contact the Compliance Officer.
D. Certain Governmental and Political Activities
The various branches and levels of government have different laws restricting gifts, including meals, entertainment, and transportation and lodging, that may be provided to government officials and government employees. You may not provide gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the Compliance Officer, with concurrence by the Chief Executive Officer.
Laws of certain jurisdictions prohibit the use of company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign are prohibited, and you may not request reimbursement from Thomas Group for any personal contributions you make to a political party or candidate.
Furthermore, laws of some jurisdictions require registration and reporting by persons who engage in a lobbying activity. Generally, lobbying includes (i) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation, (ii) communicating with certain government officials for the purpose of influencing government action, or (iii) engaging in research or other activities to support or prepare for such communication. You must familiarize yourself with these laws and obtain the prior written approval of the Compliance Officer before making contact or authorizing anyone else to make contact with government personnel for the foregoing purposes, including any such activity in connection with marketing or procurement matters.
A. Responsibility and Compliance Standards
Each of us is responsible for doing our part to make this Code work and to ensure that we as a company comply with the many laws, rules, regulations and ethical standards that affect Thomas Group and its business. To aid each of us in our compliance with this Code, Thomas Group has designated its Vice President - Human Resources as the Compliance Officer for purposes of this Code and has instituted additional resources and procedures, as described below.
This Code is intended as a statement of basic principles and standards and does not include specific rules that apply to every situation. Its contents must be viewed within the framework of Thomas Group’s other policies, practices, instructions, and the requirements of applicable law. This Code is in addition to Thomas Group’s other policies, practices, or instructions that must be observed. Moreover, the absence of a specific corporate policy, practice, or instruction covering a particular situation does not relieve you of the responsibility for exercising the highest ethical standards applicable to the circumstances. In all cases related to this Code:
Violation of any of the standards contained in this Code, or in any other Thomas Group policy, practice or instruction, may result in disciplinary actions, including dismissal and civil or criminal action. This Code should not be construed as a contract of employment and does not change any person’s status as an at-will employee.
This Code is for the benefit of Thomas Group, and no other person is entitled to enforce this Code. This Code does not, and should not be construed to, create any private cause of action or remedy in any other person for a violation of this Code.
B. Seeking Guidance
This Code is general in nature and certainly does not anticipate every situation that may implicate standards of ethics and responsible business conduct. It is therefore important that you approach each new question or problem in a deliberate fashion. Employees are encouraged to talk to supervisors, managers, the Compliance Officer, the Chief Executive Officer or other appropriate personnel when in doubt about the best course of action in a particular situation.
C. Reporting Concerns or Violations
If you know of or suspect a violation of applicable laws, rules or regulations, this Code or Thomas Group’s related policies, you must immediately report that information in accordance with this Section 13. Unless this Code provides otherwise:
Alternatively, you can report suspected violations through the MySafeWorkplace channel that has been established by Thomas Group but is administered by an independent third party. Information on how to contact MySafeWorkplace via toll free telephone number, email or Internet is available on Thomas Group’s TGResults intranet site.
You may make your report anonymously; however, providing your name may expedite the time it takes to respond to your concern, and it also allows Thomas Group to contact you if necessary during any investigation. In either case, you should treat the information that you provide as confidential, and Thomas Group will likewise maintain confidentiality, except as otherwise required by law. Your report should include a description of the matter in as much detail as you can reasonably provide. All reports of violations of this Code, including reports sent anonymously, will be promptly investigated and, if found to be accurate, acted upon in a timely manner.
When reporting concerns or violations other than via MySafeWorkplace, all written correspondence should be sent to the attention of the appropriate contact person identified in this Code (that is, the Compliance Officer, the Chief Executive Officer, the Chairman of the Audit Committee or (if to the Board of Directors) the Executive Chairman of the Board of Directors) at the following address:
c/o Thomas Group, Inc. 5221 N. O’Connor Boulevard, Suite 500 Irving, Texas 75039
The names of such contact persons as of the date of adoption of this Code are as follows:
Compliance Officer: Robin Stacey
Chief Executive Officer: Michael McGrath
Chairman of the Audit Committee: Dorsey Gardner
Executive Chairman of the Board of Directors: Michael McGrath
The Compliance Officer is authorized to update the foregoing references in this Section 13C solely to reflect any changes in the names of the persons holding such titles, the address of Thomas Group’s headquarters or the MySafeWorkplace contact information, in each case without the necessity of obtaining additional approval of the Board of Directors or formally amending or restating this Code.
D. Special Procedures relating to Accounting, Internal Control, Auditing and Financial Reporting Matters
If your concerns relate to accounting, internal control, auditing or financial reporting matters, or relate to persons involved in the development or implementation of Thomas Group’s system of internal controls, you should report directly to the Compliance Officer or to MySafeWorkplace. Examples of such matters may include:
Whether you report these matters to the Compliance Officer or to MySafeWorkplace, a copy of the report will be promptly provided to the Chairman of the Audit Committee of Thomas Group’s Board of Directors. If for any reason you believe that submission of your concern to the Compliance Officer would be inappropriate, you may instead submit your concern directly to the Chairman of the Audit Committee, either via MySafeWorkplace or by correspondence to the address indicated above. The Audit Committee, which is comprised entirely of independent, non-employee directors, will oversee the handling and treatment of employee concerns in these areas. Confidentiality of submissions will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken, when and as warranted in the judgment of the Audit Committee. A record will be maintained of all submissions made under this procedure, tracking their receipt, investigation and resolution. Copies of submissions will be maintained in accordance with Thomas Group’s document retention policy.
E. No Retaliation
Thomas Group will not permit actual or threatened retaliation, harassment, or discrimination as the result of a good faith report of suspected misconduct. An employee’s right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of a complaint or an ensuing investigation. All Thomas Group employees are expected to cooperate in internal investigations of misconduct.
F. Prior Approvals and Waivers
Wherever this Code specifically requires the approval of the Compliance Officer (either alone, or with the concurrence of the Chief Executive Officer), such approval must be obtained instead from the Board of Directors if the approval is sought by a director or executive officer.
Any variance from this Code will require a waiver unless this Code specifically permits such activity with the prior approval of the Compliance Officer (either alone or with the concurrence of the Chief Executive Officer). If you are uncertain whether a particular activity or relationship requires a waiver of this Code, you should disclose it to the Compliance Officer (or the Board of Directors if you are a director or executive officer), who will make a determination, first, whether a waiver of this Code is required and, second, if required, whether to request a waiver from the Board of Directors. The Company will waive application of the policies set forth in this Code only where circumstances warrant granting such waiver. You may be required to agree to conditions before a waiver or a continuing waiver is granted.
Waivers of this Code may be made only by the Board of Directors and will be promptly disclosed to the extent required by applicable law, rule (including any applicable stock exchange rule) or regulation.
This Code was amended and restated by the Board of Directors on July 29, 2009 and may be further revised, amended or restated at any time by the Board of Directors. Such revisions, amendments, or restatements will be made accessible to Thomas Group employees, officers and directors on a timely basis.
Adopted July 29, 2009