|Code of Business Conduct and Ethics|
INVESTMENT TECHNOLOGY GROUP, INC.
IntroductionThis Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic policies to guide all directors, officers and employees of Investment Technology Group, Inc. and its subsidiaries (collectively, the “Company”). In particular, this Code covers policies designed to deter wrongdoing and to promote (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interests, (2) full, fair, accurate, timely, and understandable disclosure, and (3) compliance with applicable governmental laws, rules and regulations. All directors, officers and employees must conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behavior. The Company’s directors, officers and employees should also direct themselves to the Company’s human resources materials, including the employee manuals of our various subsidiaries, and the compliance manuals and/or written supervisory procedures of our broker-dealer subsidiaries for further guidance and discussion of many of the topics addressed herein. The Company’s agents and representatives, including consultants, should also be directed to this Code at the Company’s website address: www.itg.com.
The actions of every employee, officer and director affect the reputation and integrity of the Company. Therefore, you must take the time to review this Code and develop a working knowledge of its provisions. You are required to complete a certification upon becoming an employee and annually thereafter.
The Company seeks to comply with all applicable laws. In the event, however, that a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about a potential conflict or about this Code generally, please consult with your supervisor or the Legal Department on how to handle the situation.
Each director, officer and employee will be held accountable for his/her adherence to this Code. Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from the Company and, where appropriate, civil liability and criminal prosecution. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described in Sections 16 and 17 of this Code.
1. Compliance with Laws, Rules and Regulations
The Company holds information and training sessions to promote compliance with laws, rules and regulations, including insider trading laws and the rules and regulations applicable to employees of our broker-dealer subsidiaries.
2. Honest and Ethical Conduct
3. Conflicts of Interest
It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. Company employees are not allowed to work for a competitor, customer or supplier as a consultant or board member, except as approved in accordance with this Code. The best policy is to avoid any direct or indirect business connection with our customers, suppliers and competitors, except on behalf of the Company.
Conflicts of interest are prohibited as a matter of Company policy, except as specifically approved by (a) the Audit Committee, with respect to conflicts of interest related to directors, director nominees and senior management, or (b) senior management, with respect to conflicts of interest related to all other persons. Conflicts of interest may not always be clear‑cut, so if you have a question, you should consult with a supervisor, manager or other appropriate personnel or the Company’s Legal Department. Any employee, officer or director who becomes aware of a conflict or potential conflict, or knows of any material transaction or relationship that reasonably could be expected to give rise to such a conflict, should promptly bring it to the attention of a supervisor, manager or other appropriate personnel referenced previously who is not involved in the matter giving rise to such a conflict or potential conflict or consult the procedures described in Sections 16 and 17 of this Code. All actual or apparent conflicts of interest between personal and professional relationships must be handled honestly, ethically and in accordance with the policies specified in this Code.
1 Family members include such person’s spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, in-laws and anyone living in such person’s household and/or economically dependent upon such person, including all adoptive relationships.
In addition, the Company has a policy that sets forth the Company’s policies and procedures with respect to related person transactions. See the Company’s Procedures for the Review of Related Person Transactions.
4. Insider Trading
5. Corporate Opportunities
6. Competition and Fair Dealing
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships. No gift or entertainment should ever be offered, given, provided or accepted by any Company director, officer or employee, family member of a director, officer or employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. There are also special rules relating to gifts applicable to certain employees of our broker-dealer subsidiaries, which are discussed in detail in the compliance manuals and/or written supervisory procedures of each such subsidiary. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.
7. Discrimination and Harassment
8. Health and Safety
Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated.
Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller. Rules and guidelines are available from the Finance Department.
All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal and regulatory requirements and to the Company’s system of internal controls. All employees are responsible for reporting to the Company any questionable accounting or auditing matters that may come to their attention. For more information on how to report such matters, see the Company’s Whistleblower Policy located on the Intranet.
Business records, such as internal memoranda, e-mails, reports and other documents should be written in a professional, well-considered manner. Due care should be taken to avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies. In the event of litigation or governmental investigation, please consult the Company’s Legal Department. Certain document retention rules apply in the context of litigation and/or governmental investigations that supercede normal document retention practices.
Employees should take steps to safeguard confidential information by keeping such information secure, limiting access to such information to those employees who have a “need to know” in order to do their job, and avoiding discussion of confidential information in public areas, for example, in elevators and on planes.
11. Protection and Proper Use of Company Assets
The obligation of employees, officers and directors to protect the Company’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, engineering and product ideas, designs, databases, records, customer lists, customer trade data, salary information and any unpublished financial data and reports. Unless protected by law, unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
12. Payments to Government Personnel
In addition, the promise, offer or delivery to a government official or employee of a gift, favor or other gratuity would not only violate Company policy but could also be a criminal offense. The Company’s Legal Department can provide guidance to you in this area.
13. Human Trafficking
14. Rules for Principal Executive Officer and Senior Financial Officers
(a) Carefully review drafts of reports and documents the Company is required to file with the SEC and other regulatory bodies where appropriate before they are filed and Company press releases or other public communications before they are released to the public, with particular focus on disclosures each Senior Officer does not understand or agree with and on information known to the Senior Officer that is not reflected in the report, document, press release or public communication.
(b) Meet with members of senior management and others involved in the disclosure process to discuss their comments on the draft report, document, press release or public communication.
(c) Establish and maintain disclosure controls and procedures that ensure that material information is included in each report, document, press release or public communication in a timely fashion.
(d) Consult with the Audit Committee on a regular basis to determine whether you or they have identified any weaknesses or concerns with respect to internal controls.
(e) When relevant, confirm that neither the Company’s internal auditors nor its outside accountants are aware of any material misstatements or omissions in the draft report or document, or have any concerns about any section of a report or document.
(f) Bring to the attention of the Audit Committee matters that you feel could compromise the integrity of the Company’s financial reports, including disagreements on accounting matters.
15. Waivers of or Changes in the Code of Business Conduct and Ethics
16. Reporting any Illegal or Unethical Behavior
Complaints relating to accounting, internal accounting controls or auditing matters are reviewed by the General Counsel or the Audit Committee, and complaints relating to violations of this Code, any legal or regulatory requirements, or any other matter that could cause serious damage to the Company’s reputation are reviewed by the General Counsel, in each case in accordance with the Company’s Whistleblower Policy and Procedures (for EU and Non-EU Personnel, as applicable).
Employees are expected to cooperate in internal investigations of misconduct. Any person involved in an investigation of possible misconduct in any capacity must not discuss or disclose any information to anyone outside of the investigation unless protected by law or when seeking his or her own legal advice.
No adverse employment action or retaliation may be taken directly or indirectly against anyone who in good faith reports a complaint or assists in an investigation of suspected improper, unethical or illegal conduct, or any violation or potential violation of this Code, whether through an internal investigation or government inquiry. If an employee has a concern about retaliation, the employee should report it to his/her manager or appropriate personnel discussed previously, and may also file a complaint with an appropriate government authority.
17. Compliance Standards and Procedures
• Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
• Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
• Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
• Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision‑making process. Remember that it is your supervisor’s responsibility to help solve problems.
• Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it with the Company’s Human Resources Director, General Counsel, the CEO, or, if necessary, any member of the Board of Directors.
• Your report of violations of this Code may be made in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of violations of this Code or questionable accounting or auditing matters.
• Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
Officers and Managers. Officers and managers are also responsible for the diligent review of practices and procedures in place to help ensure compliance with this Code.
19. No Contract Right
Adopted by the Board of Directors on February 9, 2012.