Code of Business Conduct
CODE OF BUSINESS CONDUCT
July 26, 2010
This Code of Business Conduct ("Code") has been adopted by the Board of Directors of Artio Global Investors Inc. (collectively with its subsidiaries, the "Company" or "Artio Global") and summarizes the basic principles and values that guide our daily business conduct. The standards in this Code should be viewed as the minimum standards that Artio Global expects from each of its corporate directors, officers, employees, temporary employees and contractors (collectively referred to in this Policy as "Employees"). Each Employee must become familiar with the requirements of this Code and with all other Company policies and procedures applicable to that person's responsibilities.
We strive to foster a culture of honesty, integrity and accountability. One of our most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation. Our commitment to the highest level of ethical conduct should be reflected in all of the Company's business activities including, but not limited to, relationships with clients, employees, vendors, regulators, competitors and the public, including our shareholders.
All Employees must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behavior.
Further, Artio Global Management LLC is a registered investment adviser and acts as investment manager or adviser to registered investment companies and to other institutional clients. Under the Investment Advisers Act of 1940, as amended, the Investment Company Act of 1940, as amended, and the Employment Retirement Income Security Act of 1970, as amended ("ERISA") we act as fiduciaries to our clients. This is an affirmative obligation to act in the utmost good faith, with undivided loyalty to clients, to make full and fair disclosure of all material facts, and to employ reasonable care to avoid misleading clients. We must also conduct our personal securities transactions in a manner that does not interfere with client transactions or take unfair advantage of our relationship with our clients. At a minimum, our fiduciary duties require that we place our clients' interests above our own. This Code is intended to comply with Section 303A.10 of the New York Stock Exchange ("NYSE") Listed Company Manual, which applies to us because the Company's shares are traded on the NYSE, and with Section 406 of the Sarbanes-Oxley Act of 2002, as a code of ethics for the Chief Executive Officer ("CEO") and certain senior financial officers.
No code can address all specific situations. Accordingly, each Employee is responsible for applying the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense.Whenever uncertainty arises, an Employee should seek guidance from an appropriate supervisor or a member of the Legal and Compliance Department before proceeding.
II. Conflicts of Interest
Employees must avoid situations where their personal interests could conflict, or reasonably appear to conflict, with the interests of the Company. Accordingly, Employees must act in the best interests of the Company and its shareholders. In adhering to this duty, an Employee:
should avoid any activities, interests or associations that could impair his or her ability to perform work for the Company objectively and effectively, or that could give the appearance of interfering with his or her responsibilities on behalf of the Company;
may not improperly use his or her position with the Company, or information belonging to the Company, for personal gain;
may not use his or her position to attempt to cause a client to purchase, sell or hold a particular security when that action may reasonably be expected to create a personal benefit for such Employee;
may not take, directly or indirectly, inappropriate advantage of a position or abuse a fiduciary position of trust, loyalty and interest; and
may not enter into a contract or arrangement, on behalf of Artio Global, in which the Employee, directly or indirectly, has any material or economic interest.
Though we have every confidence in the integrity and good faith of Artio Global's Employees, we recognize that certain Employees have knowledge of present or future portfolio transactions and, in certain instances, the ability to influence portfolio transactions made by clients. Furthermore, if such individuals engage in personal securities transactions, these individuals could be in a position where their personal interests may conflict with the interests of clients. Accordingly, this Code is designed to prevent conduct that could create an actual or potential conflict of interest with any client.
Employees should promptly advise their supervisor and the Legal and Compliance Department of any potential conflict of interest.
III. Compliance with Laws, Rules, Regulations and Policies
Employees are required to comply with the laws, rules and regulations governing the Company's business around the world, and with the related policies the Company has adopted. Individuals should be knowledgeable about specific laws, rules, regulations and policies that apply to their areas of responsibility. Questions and concerns about legal compliance and any information about a suspected or actual violation of any applicable law, rule or regulation should be reported immediately to Adam Spilka or Henk Bocxe. Certain matters with broad applicability are summarized below:
a. Accounting and Auditing Matters
Employees, as well as persons acting under their direction, are prohibited from taking any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company's financial statements.
Employees whose responsibilities include accounting, internal accounting controls and auditing matters should be familiar with the laws, regulations, ethical standards and internal procedures (including disclosure controls and procedures and internal control over financial reporting) applicable to the Company's accounting and auditing process. These Employees must fulfill their accounting and auditing responsibilities in conformance with such laws, regulations, standards and procedures.
b. Accuracy of Public Reporting
Information provided to third parties (including stockholders, clients and regulators) about the Company, whether in formal filings or otherwise, must be complete, accurate, timely and understandable. Inaccurate, incomplete or misleading public reporting could cause severe damage to the Company's reputation and to its stockholders, and could result in civil and criminal penalties to the Company, the Employee involved or both.
c. Accuracy of Books and Records
Maintaining accurate books and records is the first step in ensuring that our financial statements are prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial condition and results of operations of the Company.
Employees must not create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents. No Employee may make false or misleading entries in any of the Company's books and records.
Each Employee is responsible to ensure the accuracy and completeness of any business information, data, reports and records under his or her control. All financial books, records and accounts must accurately reflect transactions and events, and Employees must record all of the Company's activities in compliance with applicable laws and accounting standards.
Properly maintaining and retaining Company records is a critical part of our compliance obligations. Employees are responsible for ensuring that our business records are properly maintained and retained in accordance with applicable laws and regulations. Employees should familiarize themselves with these laws and regulations. Please see the Document Retention Policy on the Legal and Compliance intranet site for more information.
No one acting on behalf of Artio Global may use kickbacks, bribes or other corrupt practices in conducting the Company's business. The U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA") makes it a criminal offense to make improper payments to a non-U.S. governmental or political officials in order to obtain or retain business, such as payments in the nature of kickbacks or bribes. The FCPA also requires that publicly held companies maintain records and accounts that fairly and accurately present their activities and transactions. Employees are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the Legal and Compliance Department.
f. Prohibition on Insider Trading
Employees from time to time will possess material non-public information (often referred to as "inside" information) about Artio Global, or about a company with which we conduct business, or about a company in which we may invest on behalf of clients. Employees (a) must maintain the confidentiality of such information, (b) must not buy, sell or recommend securities of any of the companies in question and (c) must not give this information to another person (often referred to as "tipping"). Information is usually considered material if a reasonable investor would consider this information important in reaching an investment decision.
We have adopted the Insider Trading and Related Disclosure Policies and the Code of Ethics to further explain how to comply with the rules that relate to insider trading. The Insider Trading and Related Disclosure Policies discuss rules, regulations and standards of conduct that Employees must follow when they have material non-public information about the Company, its subsidiaries or affiliates or about another company. The Code of Ethics contains additional rules, regulations and standards of conduct for Employees regarding fiduciary duties, conflicts of interest, compliance with applicable Federal Securities Laws and other activities. Copies of the Insider Trading and Related Disclosure Policies. and the Code of Ethics may be found on the Legal and Compliance Department intranet site. All Employees are required to be familiar with these policies and to abide by them. (For additional information, please refer to Section IV below.)
g. Confidential Information
Protecting the confidentiality of the confidential information to which the Company has access is critical to the Company's relationships with its clients, portfolio companies, contract counterparties and vendors and its ability to compete in the marketplace. Numerous laws and regulations prohibit or otherwise regulate the disclosure of various types of confidential information about third parties, clients and others. Employees may have access to proprietary information of the Company in the course of their relationships with the Company, including information about the Company's financial condition or results, business strategies, products and services, or other Employees.
In order to ensure the proper treatment of confidential information, Employees may not disclose or misuse confidential information of third parties or the Company's confidential proprietary information to which they gain access through their relationships with the Company, except when authorized by the Company or the person to whom the information belongs, or when disclosure is required by law. The obligation continues even after Employees leave the Company. In addition, all proprietary information must be returned prior to leaving the Company. Whether disclosure is required by law is a determination that must be made by the Legal and Compliance Department.
Special confidentiality arrangements may be required for certain parties, including outside business associates, consultants, governmental agencies and trade associations, seeking access to confidential information. Employees should be mindful of the following:
- e-mail messages and attachments containing material non-public information should be treated with discretion and recipients should be made aware of the need to exercise similar discretion;
- documents and other materials related to non-public matters should be appropriately safeguarded;
controls for the reception and oversight of visitors to sensitive areas must be adhered to;
- sensitive business conversations, whether in person or on the telephone, should be avoided in elevators and other public places; and
- care should be taken when using Blackberries, laptop computers, and similar devices in public places.
h. Employee Handbook
Employees should bear in mind that the Artio Global Employee Handbook contains additional information regarding compliance with laws and the importance of appropriate conduct. In particular, employees should bear in mind our policies regarding our status as an equal opportunity employer, prohibitions against discrimination and harassment, and the maintenance of a work environment that is safe and secure. Please refer to the Employee Handbook for additional information on these and other topics.
IV. Personal Securities Transactions and Outside Investments
All Employees must read, understand and comply with the Company's Code of Ethics and the Insider Trading and Related Disclosure Policies with respect to the trading of securities in any company for the personal account of an Employee. In addition to the prohibition on insider trading, all personal securities transactions must be conducted with a view towards avoiding actual or potential conflicts of interest or any abuse of a position of trust and responsibility.
We recognize the importance of Employees being able to manage and develop their own and their dependents' financial resources through long-term investments and strategies. However, because of the conflicts of interest inherent in our business, our industry and the Company have implemented certain standards and limitations designed to manage these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. As a general matter, we discourage personal investments by Employees in individual securities and encourage personal investments in managed collective vehicles, such as mutual funds.
Senior management believes it is important for Employees to align their own personal interests with the interests of our clients. Consequently, Employees are encouraged to invest in the products and services offered by Artio Global, where available and appropriate. Employees are reminded that the Code of Ethics provides for a 5 day pre-clearance period for trades involving Artio Funds and Artio Advised Funds (as defined in the Code of Ethics).
As further indicated in the Code of Ethics:
Employees must submit initial and annual holding reports, disclosing all securities and holdings in Artio Funds held in personal accounts;
Employees may not participate in initial public offerings;
Employees must disclose all of their securities accounts to the Legal and Compliance Department; and
Employees must pre-clear all securities trades with the Legal and Compliance Department (via our automated system) prior to placing trades with their broker-dealer.
The bullet-points above should not be considered a substitute for reading, understanding and complying with the detailed restrictions and requirements that appear in the Code of Ethics, which can be found on the Legal and Compliance Department intranet site.
New Employees should note that Employees should maintain securities accounts at the following broker-dealers:
Bank of America Merrill Lynch;
Any Employee who wishes to maintain a securities account at a broker-dealer that is not listed above, must obtain written approval from the Legal and Compliance Department. Approvals should only be sought in extraordinary circumstances and will be subject to a final review by the Compliance Committee.
V. Gifts, Entertainment and Inducements
Appropriate business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. However, under certain circumstances, gifts, entertainment, favors, benefits and job offers may be, or appear to be, attempts to "purchase" favorable treatment. Accepting or offering such inducements could raise doubts about an Employee's ability to make independent business judgments in our clients' or the Company's best interests. For example, a problem would arise if:
(i) an Employee received a gift, entertainment or other inducement that compromised, or could be reasonably viewed as compromising, that individual's ability to make objective and fair business decisions on behalf of Artio Global or its clients; or
(ii) an Employee offered a gift, entertainment or other inducement that appeared to be an attempt to obtain business through improper means or to gain any special advantage in our business relationships through improper means.
These situations can arise in many different circumstances (including with current or prospective clients and suppliers) and Employees should keep in mind that certain types of inducements could constitute illegal bribes, pay-offs or kickbacks. In particular, the rules of various securities regulators place specific constraints on the activities of persons involved in the sales and marketing of Artio Global's products and services. We have adopted the separate Gifts and Entertainment Policy to address these and other matters. Employees must familiarize themselves with this policy and comply with its requirements, which include reporting to the Legal and Compliance Department the acceptance of most business meals, gifts and entertainment. A copy of this policy can be found on the Legal and Compliance Department intranet site.
Each Employee must use good judgment to ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts, entertainment or other type of inducements are appropriate, please contact your supervisor or a representative of the Legal and Compliance Department.
VI. Outside Activities and Corporate Opportunities
Employees are prohibited from:
diverting to himself or herself or to others any opportunities that are discovered through the use of the Company's property or information or as a result of his or her position with the Company unless such opportunity has first been presented to the Company;
using the Company's property or information or his or her position for improper personal gain; or
competing with the Company.
Competing with the Company may involve engaging in the same line of business as the Company, or any situation where the Employee takes away from the Company opportunities for investment, services or interests. If an Employee is presented with an investment opportunity in his or her capacity as a representative of the Company, the Employee may take advantage of the opportunity only if the investment is approved in writing by the Legal and Compliance Department. In considering any request regarding an opportunity, the Legal and Compliance Department shall consult with appropriate senior management of the Company.
An Employee's service on the board of directors of an outside company, as well as other outside activities generally, could lead to the potential for a conflict of interest or insider trading concerns and may otherwise interfere with the Employee's duties to the Company. An Employee is prohibited from serving as a director or trustee of any public or private unaffiliated company (other than personal trusts and not-for-profit organizations1), unless the service (i) would be in the best interests of the Company or the clients of the Company, and (ii) has been approved in writing by the Legal and Compliance Department. Any Employee serving on the board of an unaffiliated company may be required to resign from that company at any time if Artio Global determines that the Employee's continued service on such board may no longer be in the best interests of the Company. Employees should be cautious with respect to outside business interests that may create divided loyalties, divert substantial amounts of their time and/or compromise their independent judgment.
The Company discourages Employees from committing to secondary employment, particularly if it poses any conflict in meeting the Employee's ability to satisfactorily meet all job requirements and business needs. With the exception of temporary employees, before an Employee accepts a second job, that Employee must obtain the written consent of his or her department head and of the Head of Human Resources. New Employees with existing relationships are required to ensure that their affiliations conform to these restrictions, and must obtain the requisite approvals.
VII. Political Contributions and Activities
Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. In accordance with these laws, Artio Global does not make contributions to any candidates for national or local offices where applicable laws make such contributions illegal. We have adopted the separate Political Activities and Charitable Contributions Policy to address these and other matters. In these cases, contributions to political campaigns must not be, nor appear to be, made with or reimbursed by Artio Global assets or resources. Artio Global assets and resources include, but are not limited to, cash, the Artio Global name, facilities, personnel, office supplies, letterhead, telephones, electronic communication systems and fax machines. This means that Artio Global office facilities may not be used to host receptions or other events for political candidates or parties which are, or include any, fund raising activities or solicitations.
VIII. Protection and Proper Use of Company Assets
Employees have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to and theft or misuse of Company property. When Employees leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for business purposes only.
IX. Reporting Concerns
This policy requires Employees to report any breaches of law, rules, regulations, this Code, Insider Trading Policy, Code of Ethics or any other Company policy, or our ethical standards, without fear of retaliation.
Employees must report any conduct (that is connected with the workplace or business of the Company) that they reasonably believe violates legal or regulatory requirements, any Company policy or our ethical standards. This includes, but is not limited to:
the making of false or misleading statements about the Company's financial affairs;
the destruction of documents relevant to an investigation or litigation;
any conduct that constitutes fraud;
unlawful behavior in connection with accounting, internal accounting controls or auditing matters;
violations of the laws, rules and regulations of the U.S. Securities and Exchange Commission or any other governmental authority or any self regulatory organization or any other provision of federal law relating to fraud against shareholders and/or violations of any other laws;
direction by a supervisor to act in a manner contrary to legal or regulatory requirements, our policies (including internal controls over financial reporting and client investment guidelines) or our ethical standards;
direction not to report a matter of concern (regardless of the reporting method); and
the deliberate concealment of any matters falling within any one of the preceding paragraphs.
Employees must report any conduct that violated this Code, either orally or in writing to his or her immediate manager or next level manager or to one of the following individuals:
President of Artio Global Investors Inc.;
General Counsel of Artio Global Investors Inc.; or
Each of the listed individuals has a duty to consider the nature of any report he or she receives and to seek to resolve matters that have been reported. The listed individuals will work with other members of senior management and the Board, as appropriate.
c. Reporting Alternatives
If an Employee feels uncomfortable raising his or her complaint to his or her immediate manager or next level manager, he or she may take the following action:
Sending a confidential memorandum marked "Private and Confidential" addressed to the attention of the General Counsel at Artio Global Investors Inc., 330 Madison Avenue, New York, N.Y. 10017, which memorandum identifies the subject of the complaint and the practices that the Employee reasonably believes to be inconsistent with business conduct requirements, providing as much detail as possible; and/or
Phoning the employee report line (the "Employee Reporting Line") which is available 24 hours at 1-800-826-6762. During this phone call, the Employee should identify the subject of the complaint and the practices that the Employee reasonably believes to be inconsistent with business conduct requirements, providing as much detail as possible.
- Contacting Manuel Reyes, Head of Internal Audit, who serves as the firm's "Ombudsman". His telephone number is 1-212-297-3619, and his e-mail address is firstname.lastname@example.org.
If an Employee prefers not to raise his or her complaint in accordance with the above procedures or does not believe that a previously submitted complaint was adequately addressed, the Employee may contact the Chairperson of the Audit Committee of the Board of Directors directly by mail at the address set forth above, in care of the General Counsel, in an envelope conspicuously marked "Private and Confidential."
No Employee shall discharge, demote, suspend, threaten, harass, or in any other manner discriminate against another Employee in the terms and conditions of his or her employment because such Employee has engaged in good faith in any of the following activities:
Reporting conduct pursuant to this Code;
Assisting in an internal or external investigation, conducted under the supervision of senior management of the Company, of conduct the Employee reasonably believes is unlawful; or
Retaliatory conduct that amounts to a breach of this Code could result in criminal or regulatory sanctions or civil liability or have an adverse effect on the Company's reputation.
Filing, testifying, participating or otherwise assisting in a criminal or regulatory proceeding.
X. Violations of this Code
Violations of this Code and other policies and procedures of the Company could subject you to disciplinary action, up to and including termination of employment. If the violation of this Code also constitutes a violation of law or regulations, the violator may be subject to legal penalties, including the loss of any professional license, fines and other penalties.
Any waiver of this Code for executive officers or directors of the Company may only be made by the Nominating and Corporate Governance Committee of the Board of Directors.
It is the duty of every Employee to ensure that all outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or are not otherwise inconsistent with employment by the Company. For example, some not-for-profit organizations issue securities (e.g., Universities issue dormitory bonds).
This section of the Code of Business Conduct also constitutes the Company's Whistleblower Policy, as adopted by the Audit Committee of the Board of Directors.