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CODE OF ETHICS AND BUSINESS CONDUCT January 2013
Dear Colleague,
At NYSE Euronext, our goal is to serve as the leading global marketplace while conducting our business with integrity, excellence, and responsibility. Our business is built on a strong foundation of trust. Integrity in our business dealings is fundamental to our approach and has allowed us to earn the trust of investing institutions and the public.
As our business takes us in new and exciting directions and as we experience new challenges, our commitment to high ethical and legal standards of conduct must remain a priority. This is essential to our success as a global company and as an employer of choice.
We are committed to leading by example, and serving as a model for our industry by supporting the highest ethical standards in our dealings with our colleagues, employees, business partners, customers and in our communities. Our expectation is that you will follow the letter of the Code and act in accordance with its spirit.
We have developed this Code to reflect and combine the high standards of governance and integrity that we apply throughout our businesses. Accordingly, our businesses are required to have policies and procedures in place to meet the requirements of the Code.
We expect you to read the Code of Ethics and Business Conduct carefully and to raise any questions you may have with your local compliance officer.
DUNCAN L. NIEDERAUER Chief Executive Officer, NYSE Euronext
TABLE OF CONTENTS
OUR CORE VALUES AND PRINCIPLESOur Core ValuesOur Principles
DELIVERING ON OUR COMMITMENTSWho Does Our Code Apply to?
What Are Your Responsibilities and Obligations?
Additional Expectations for Managers
Reporting Illegal or Unethical Concerns
Non-Retaliation
Disciplinary Action
Waivers of the Code of Ethics and Business Conduct
OUR COMMITMENT TO EACH OTHERPromoting Diversity and RespectHarassment and Workplace IssuesWorkplace Safety, Alcohol and Drug Use - Workplace Safety - Drug Use - Alcohol Use
Employee Privacy
OUR COMMITMENT TO THE MARKET PLACEFair Dealing and PracticesGathering Competitor InformationAntitrust and Competition Laws
Conflicts of Interest - Gifts, Meals and Business Entertainment - Outside Employment - Board Memberships - Supplier Relationships - Corporate Opportunities
OUR COMMITMENT TO SHAREHOLDERSAccurate Business Records and Financial DisclosuresAnti-Fraud PolicyWhistle Blowing Policy for Accounting and Auditing MattersMaintenance of Business RecordsProtection and Proper Use of Company Assets - Physical Property - Expectation of Privacy While Using NYSE Euronext Property - Intellectual Property and Protecting Confidential InformationProtecting Third-Party Confidential InformationInsider Trading - Insider and Confidential Information - Personal TradingMoney Laundering Prevention and Sanctions
OUR COMMITMENT TO THE GLOBAL COMMUNITY Anti-Corruption Laws and BriberyPolitical ContributionsEnvironmentCharitable DonationsCommunicating with the MediaResponding to Audit, Government and Litigation InquiriesSocial Media
NYSE Euronext and its subsidiaries (“NYSE Euronext”) are committed to being a strong global leader by example and to supporting the highest ethical standards in all of our operations. Our NYSE Euronext Code of Ethics and Business Conduct (our “Code”) is a reaffirmation of our ethical obligations and our commitment to our relationships with customers, suppliers, competitors, shareholders, governments, as well as the public and each other. Each of us at NYSE Euronext is the face that represents NYSE Euronext and our Code outlines the commitment to the principles and values that govern all of our activities. Since we operate in many different countries, should any of the principles contained in the Code conflict with local law, we must obey the local law when performing business activities in a country where such a conflict exists.
Our Code provides the guidance and the tools to make the right choices, however no document will be able to answer every question or cover every situation. If you have any questions about how any aspect of our Code may apply to a particular event or situation, contact your manager or the Compliance Department.
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OUR CORE VALUES AND PRINCIPLESThe core values and principles in our Code reflect our tradition of the highest ethical business practice. We apply these core values in all our interactions throughout the organization.
INNOVATING WITH PURPOSE
Fostering an environment of influential action, where we transform inspired ideas into focused solutions.
COLLABORATING PRODUCTIVELY
Actively and purposefully working together to leverage our colleagues’ unique skills and the collective knowledge of our network.
ENGAGING CLIENTS Collecting and sharing vital information that promotes client understanding and fuels lasting partnerships.
THINKING BROADLY
Operating beyond what’s familiar — blending our specific expertise with global perspectives across business units and geographies to bolster our problem-solving capabilities.
Our PrinciplesOur guiding principles define our character and culture and what guides our work in all circumstances, irrespective of changes in our goals and strategies. They are the shared beliefs that we bring to our professional and personal conduct.
Integrity. Demonstrating the highest standards of honesty and ethical behavior.
Diversity/Inclusion. Creating an inclusive environment that capitalizes on differences and enables individuals to reach their full potential.
Corporate Responsibility. Supporting our commitment to sustainable development by integrating workplace, community, market and environmental concerns into business operations and interactions with stakeholders.
Our Core Values
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GLOBAL COMPLIANCE DIVISION | Code of Ethics and Business Conduct 11
DELIVERING ON OUR COMMITMENTS
DELIVERING ON OUR COMMITMENTS
Who Does Our Code Apply to?All directors, officers and employees of NYSE Euronext must act in accordance with the principles and guidelines set forth in our Code. Anyone working on behalf of or performing services for NYSE Euronext, such as consultants and contractors, are expected to conduct themselves in a manner consistent with the principles and values of our Code and may be subject to our Code by contract or agreement.
We are expected to and must follow the ethical standards set forth in our Code. We must not just comply with the letter, but also the spirit, of all laws and regulations applicable to our business. In circumstances where business units have policies that are more restrictive than our Code, those more restrictive policies will apply to those units. We each have the responsibility to read, understand and follow the policies and procedures that apply to our work in addition to our Code.
Q. I am a consultant at NYSE Euronext. Does the Code apply to me?
A. If you do any work for or on behalf of NYSE Euronext, you are expected to comply with the principles and values of our Code and may additionally be subject to our Code by contract or agreement.
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What are Your Responsibilities and Obligations?Each of us has made a commitment to understand and follow the principles and values set forth in our Code. In addition, each of us is required to:
� Understand and act in accordance with any policies, laws and regulations that apply to our work.
� Seek guidance from management, compliance personnel or legal counsel when we have questions.
� Report any concerns about potential violations of our Code or applicable laws and regulations.
� Participate in ethics and compliance training and keep current on standards and expectations.
� Support our commitment to protect anyone from retaliation who participates in an investigation or reports a concern.
� Annually certify our code.
Annual CertificationWe each have a responsibility to read, understand and comply with the spirit and the letter of our Code. We are all required to annually certify our commitment to the principles and values of our Code.
Disciplinary ActionViolations of our Code, or any NYSE Euronext policies and procedures, may carry serious consequences which may include:
� Disciplinary action (up to and including termination and loss of employment benefits).
� Regulatory investigations that may lead to fines or other penalties.
� Civil liability.
� Criminal liability.
Subject to local laws and policies, you may also be held personally responsible for failing to promptly report known or suspected violations by others.
Additional Expectations for ManagersIn addition to our responsibilities as representatives of NYSE Euronext, each manager is responsible for helping to create and sustain an ethical culture by fulfilling the following additional responsibilities:
� Serving as role models by setting a strong ethical tone and creating a culture of trust and integrity from the top so that employees feel comfortable raising questions and concerns.
� Supporting our commitment to protect anyone from retaliation who participates in an investigation or reports a concern.
� Reinforcing our Code and acting as a resource for employees to help them be aware of and understand how to apply the code, policies or applicable laws and regulations in their work.
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� Seeking assistance from other managers, legal counsel, compliance officers or human resource professionals when you are unable to give a response to an employee.
�Monitoring employees’ business conduct to ensure compliance with our Code.
� Ensuring that employees receive ethics and compliance training.
� Developing policies and procedures to enable and assist employees in meeting Code requirements.
Reporting Illegal or Unethical ConcernsWe may encounter an unethical situation or issue where we have concerns or are not sure what we should do. In these situations, we must speak up and keep asking questions until we are confident that we are doing the appropriate thing. If we become aware of or suspect unethical or illegal conduct, we have a duty to seek guidance or report the issue.
If you need to ask questions or voice a concern, your manager will likely be the best person to speak to, because he or she knows your business unit and your situation. If you feel uncomfortable speaking with your manager, or your issue is not promptly resolved, you should contact the next level of management. For questions on our Code or if you would like to report a concern, email [email protected].
Following the NYSE Euronext Complaint Procedures for Accounting and Auditing Matters (our “Whistle Blowing Policy”) and the NYSE Euronext Anti-Fraud Policy (our “Anti-Fraud Policy”), if you have a concern that you would like to raise with respect to accounting and audit matters, or fraud matters, you can report your concerns by email to [email protected] or by telephone to +1 212 656 4444 / +331 4927 1336. You can also report to www.ethicspoint.com. All inquiries can be made on a fully disclosed basis or through www.ethicspoint.com anonymously.
Q. I think that there might be something wrong, but I am not sure. Do I report it?
A. When you face a situation where there may be an issue, think the situation through and see if any of our resources, such as our policies and procedures and the appropriate contact for the concern, is able to address the issue. Then, if you are not certain or if you think there may potentially be a problem, report the concern.
When thinking about the issue, think about whether the situation or the actions:
� Are legal? � Are consistent with our Code? � Feel like the right thing to do? � Have the appearance of being unethical?
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Q. I think there is a violation, who do I report it to?
A. You can go to your manager for questions or to report a concern. Alternatively, you can email [email protected], our general Corporate Compliance email address. For concerns regarding accounting or audit matters, or fraud, you can email [email protected] or telephone +1 212 656 4444 /+331 4927 1336. You can also report concerns through www.ethicspoint.com.
Q. My manager has not taken action when concerns have been reported to him or her in the past. I have a concern, what should I do?
A. If you do not feel comfortable with your manager or if you have reported it to your manager and feel it has not been resolved, you can go to the next level of management. Alternatively, you can email [email protected].
Non-RetaliationOur success depends on keeping open lines of communication that we can use with confidence. NYSE Euronext does not tolerate retaliation against anyone who raises a concern or makes a report in good faith. To act in “good faith” means that you have provided all the information that you have and you believe it to be true. NYSE Euronext also prohibits retaliation against anyone who participates in investigations or helps resolve reported matters in good faith. Retaliation will itself be subject to appropriate discipline.
Q. If I report something, will I get in trouble or be treated differently?
A. Once you report a concern, it will be investigated through the appropriate channels and the appropriate course of disciplinary action will be taken for those involved. NYSE Euronext prohibits any retaliation to those who report or who are involved in an investigation of a concern. Any retaliation will itself be subject to discipline.
Waivers of the Code of Ethics and Business ConductFrom time to time, NYSE Euronext may make waivers to certain provisions of our Code. Only the Board of Directors or an authorized committee of the Board of Directors may approve a waiver, which will then be promptly disclosed as required by any applicable laws, rules and regulations.
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OUR COMMITMENT TO EACH OTHER
Promoting Diversity and RespectOur people are one of our most valued assets at NYSE Euronext. The diversity and talent of our people are great resources that are critical to our success as a global organization. NYSE Euronext relies on the different perspectives and contributions of our people to increase our ability to achieve global success.
By working at NYSE Euronext, we have all made a commitment to treat each other with respect and fairness. This means that we are committed to not making any employment-related decisions based on race, color, religion, sex, sexual orientation, national origin, age, disability, marital status, citizenship, or any other characteristic protected by law. We are all also strongly committed to providing everyone at NYSE Euronext a work environment free of bias, discrimination, intimidation or harassment.
Harassment and Workplace IssuesWe must all work to ensure a work environment free of bias, discrimination, intimidation or harassment. Consistent with our dedication to the rights and dignity of everyone at NYSE Euronext, harassment based on race, color, religion, sex, sexual orientation, national origin, age, disabilities, marital status, citizenship, genetic predisposition or carrier status, or any other characteristic protected by law, will neither be sanctioned nor tolerated.
OUR COMMITMENT TO EACH OTHER
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While the definition may vary in each country, harassment can come in many different forms of unwelcome verbal or physical conduct intended to have the purpose of creating an intimidating, hostile, or offensive work environment, or that may otherwise adversely affect an individual’s work.
Sexual harassment may include a range of subtle and not so subtle behaviors, which include unwelcome sexual advances, requests for sexual favors, or other verbal or physical conduct of a sexual nature.If you have a concern, you should report this promptly to Human Resources.
With your cooperation, NYSE Euronext is dedicated to stopping alleged harassment. Once a complaint is made, a prompt, thorough and impartial investigation will be conducted and anyone found to have engaged in sexual or any other form of harassment will be disciplined as appropriate, up to and including termination. Retaliation against anyone who reports harassment is prohibited and will itself be subject to appropriate discipline.
Q. I think I have seen a colleague make unwelcome sexual advances on another colleague. Is it my place to say something?
A. We all need to work together to ensure that our workplace is free from harassment of any kind. This includes when the harassment happens to someone else and not only when it happens to you. You should speak to Human Resources about your concerns promptly.
Workplace Safety, Alcohol and Drug UseWorkplace SafetyWe must all work to maintain a safe and healthy workplace. We must all work together to avoid anything that may affect our workplace environment including security breaches, threats, losses and theft. Any situation that may pose a health, safety, security or environmental hazard must be reported promptly to management. If we see any issue that may impact NYSE Euronext’s ability to respond to an emergency or security risk, or may impact fire or life safety, we must report it promptly to management.
Drug UseThe use of illegal drugs and the abuse of alcohol by NYSE Euronext employees can seriously jeopardize the safety, health and welfare of not only of the individuals involved, but the entire NYSE Euronext community. Each individual instance of use or abuse can expose others and NYSE Euronext itself to the risk of injury, and can weaken our effective operation.
Consistent with our commitment to a “zero tolerance” policy, the use, possession, distribution, sale or purchase of illegal drugs or controlled substances at NYSE Euronext is prohibited. Anyone who violates this policy will be dismissed and may also be subject to criminal prosecution.
In order to enforce the policy of a drug-free workplace, and/or in conjunction with other security matters, NYSE Euronext reserves the right to inspect and search any area on NYSE Euronext premises and any personal property. Failure to cooperate in an inspection may
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result in disciplinary action, up to and including dismissal. For further information, see the NYSE Euronext Drug-Free Workplace/Security Search Policy.
Q. I inadvertently saw some illegal drugs in a colleague’s desk drawer. I don’t think that my colleague is selling the illegal drugs at work and I don’t think that my colleague is using the drugs at work. Should I report this?
A. Even the possession of illegal drugs on NYSE Euronext’s premises is a violation of NYSE Euronext’s “zero tolerance” drug policy. You should report this violation to management and Human Resources.
Alcohol UseThe use of alcohol is also prohibited on NYSE Euronext premises, except where permitted at NYSE Euronext-sponsored functions. Anyone who violates this policy or whose use of alcohol adversely affects their work performance may be subject to discipline, up to and including dismissal. For further guidance, see the NYSE Euronext Drugs and Alcohol Policy Statement.
Employee PrivacyWe provide sensitive and personal information during the course of our employment and NYSE Euronext respects and understands the importance of the security of this information. We are committed to complying with the laws concerning personal privacy, privacy in the workplace and information security in each state and country that NYSE Euronext does business.
Consistent with this commitment, NYSE Euronext has adopted various local policies relating to personal rights and information security in the context of our workplace, electronic systems, property, and business practices. For more information, see the NYSE Euronext US-EU Safe Harbor Policy Statement and the NYSE Euronext Omnibus US Privacy Policy and Policy on Protection of Confidential Information.
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OUR COMMITMENT TO THE MARKET PLACE
Fair Dealing and PracticesNYSE Euronext has become a global leader based on the quality of our business. Our commitment to compete fairly for business means that we must observe the highest standards of ethical conduct in dealing with each other as well as outside parties with whom we do business. This includes our members, suppliers, consultants, competitors, regulators, attorneys and issuers.
We cannot seek unfair advantage through the use of manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair or unethical dealing practice.
We must ensure that we represent our business and our competitors’ business accurately and truthfully in a manner that demonstrates our commitment to fair competition. We must only make complete and factual representations about NYSE Euronext and its business and never misrepresent ourselves or our purpose in business interactions with a potential or current customer or business partner.
Gathering Competitor InformationAs part of our commitment to fair dealing, we must obtain information legally and ethically. It is important for our business to collect information about our competitors, but we must do so in a manner that reinforces our integrity.
OUR COMMITMENT TO THE MARKET PLACE
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We must be careful to not encourage each other and individuals from other companies to disclose information that they are required to keep confidential. We must be particularly careful not to request confidential information from new fellow employees about their former workplaces.
If you become aware of confidential information that has been inadvertently disclosed, be sure that you seek guidance from the Compliance Department or the Legal Department before acting upon the information or disclosing it to anyone else. In the same way, you may inadvertently become aware of confidential information from our competitors. We have a duty to keep this information confidential and honor our contractual commitments.
Q. I used to work for a competitor of NYSE Euronext and while I was working for my previous employer, I inadvertently found out information that could help us in our current business. Can I use it?
A. We should not use confidential information from former employers for a competitive advantage. We should not use the information even if there is only an appearance of unfair dealing. You should seek guidance from the Compliance Department or the Legal Department before using the information or disclosing the information to anyone else.
Antitrust and Competition LawsAntitrust and competition laws exist to protect the marketplace and NYSE Euronext by encouraging open trade. Consistent with our commitment to fair competition, we must follow antitrust and competition laws in each country in which we do business. We must comply strictly with both the letter and the spirit of the laws, and also read, understand and comply with the NYSE Euronext Antitrust Compliance Policy.
Violation of antitrust laws can subject NYSE Euronext and its employees to treble damages, injunctive relief, fines and/or jail terms. Violations will also mean appropriate disciplinary action, including dismissal.
We must avoid even the appearance of a violation of the laws. Conduct that only has the appearance of a breach of the laws can subject NYSE Euronext to costly litigation and investigations, even if it is later found to have been lawful.
We all have a duty to report and receive approval for any conduct or proposed conduct that we think may violate antitrust laws or may be perceived to be harming competition. We also have a duty to report the conduct of others who may potentially be in violation of these laws. Retaliation against anyone who reports a violation is prohibited and will itself be subject to appropriate discipline.
Any questions concerning these laws should be immediately raised with the Legal Department. For further guidance and contact information, see the NYSE Euronext Antitrust Compliance Policy.
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Conflicts of InterestWe have an obligation to the marketplace and our shareholders to make sound business decisions that are not influenced by our personal interests. A conflict of interest occurs when our private interest interferes – or even has the appearance of interfering – with the interests of NYSE Euronext. Conflicts of interest can also occur when we, directly or indirectly, receive personal benefits that potentially compromise, or even conflict with, the interests of NYSE Euronext.
Our obligations to the marketplace and our shareholders means that we are expected to act in the interest of NYSE Euronext, without favor or preference based on possible direct or indirect personal gain. We must avoid and, if needed, remove ourselves from relationships and activities to avoid a conflict of interest or the appearance of a conflict of interest. We also have a responsibility to identify potential conflicts of interest and promptly disclose them to our managers or to the Compliance Department. Where a conflict is unavoidable, it must be disclosed to the Compliance Department and managed appropriately.
We all have a responsibility to ensure that we understand and follow our Code, the NYSE Euronext Conflicts of Interest Policy (“Conflicts of Interest Policy”) and policies applicable within our business units including, among others, those relating to gifts and entertainment, outside employment, board memberships, supplier relationships and corporate opportunities.
It is impossible to cover all the potential situations where a conflict of interest may arise, but the areas set forth are provided as guidance. If you have any questions or concerns about whether there is a conflict of interest or how you should proceed in a given situation, contact the Compliance Department. For more information, see the Conflicts of Interest Policy.
Q. I have been invited to speak at an industry conference. The registration fee is waived for speakers and the conference sponsor has offered to pay for airfare and hotel accommodations. Can I accept the offer?
A. We should always be sensitive to appearances and seek to avoid the appearance of a conflict when it comes to business activities. Anything offered to us by vendors or others has the potential to undermine the objectivity and integrity of our business decisions. If there is a business purpose to your participation in the conference, it may be permissible to accept the complimentary registration. Valid travel and lodging expenses are always paid for by NYSE Euronext. Also, prior to speaking at the conference you should obtain approval of your manager and the Compliance Department.
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Gifts, Meals and Business Entertainment We have an obligation not to solicit, accept or offer any business entertainment, meals or gifts that are inappropriate or could be perceived as an improper attempt to influence business. In particular, we should:
� Avoid a pattern of frequent gifts, meals or business entertainment with the same persons or companies.
� Avoid any gifts, meals or entertainment that violate the laws of the jurisdictions in which NYSE Euronext or the business partner operates.
�Never solicit gifts, meals, business entertainment or any type of favor.
�Never accept or give money or cash equivalents such as gift certificates and gift cards.
� Always report the providing or receiving of a gift, meal or business entertainment and obtain the necessary approvals pursuant to the requirements set forth in the Gifts, Meals and Business Entertainment Policy.
It is important that we consider the following when we are trying to determine if a gift, meal or business entertainment is appropriate:
�Would the gift, meal or business entertainment be perceived as an improper tradeoff, or create a conflict of interest?
� Is the nature, cost or extent of the gift, meal or business entertainment consistent with the nature of the business relationship and our level of employment?
� Is the gift, meal or business entertainment considered customary in that country or culture?
For more information and guidance on reporting and approvals, see the NYSE Euronext Gifts, Meals and Business Entertainment Policy.
Q. I recently arranged a visit including a floor tour for the associates of a local law firm. As a thank you they sent me a gift certificate to a department store. Can I keep the gift certificate?
A. No, you may not accept cash or any type of cash equivalent including gift certificates or gift cards, regardless of the value.
Q. A vendor has offered me four tickets to a football game. The vendor will not be present. May I accept the tickets?
A. An offer of this nature would not be considered business entertainment because the host will not be present and the tickets would be for your personal use. Therefore this would be considered a “gift”, and based on the value of the tickets must be reported and may be subject to approval (in advance) by your manager and the Compliance Department. In this specific case, four tickets may seem excessive. The acceptance of the gift may be denied by your manager or the Compliance Department depending on the value of the tickets.
Q. For reporting purposes, how can I determine the value of a gift or meal that I received?
A. If you do not know the exact value of the item you are reporting, you should check on-line to price the item or a comparable item in order to obtain a reasonable estimate.
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Q. May I present a gift to a visiting government/public official?
A. The laws relating to providing gifts to government/public officials are complex. Never provide gifts or entertainment to government officials or representatives without prior approval from your manager and the Compliance Department. The consequences for violating the law in these situations can be severe for the individual and for NYSE Euronext. See the Global Anti-Bribery Policy for more information concerning your business activities with foreign officials.
Outside EmploymentWe are all expected to focus our energy and attention on our responsibilities at NYSE Euronext. Accordingly, we may not accept outside employment that would conflict with the interests of NYSE Euronext. In particular, we cannot accept employment with organizations that compete with or are similar to NYSE Euronext. If you have any questions about whether outside employment would create a conflict of interest, contact the Compliance Department.
Q. I have been offered a paid job as a coach of my daughter’s soccer team. Do I need to tell anyone about this at NYSE Euronext?
A. All outside employment must be reported and, in certain locations, must be approved by your manager. Outside employment will only be approved if it is determined that the position does not conflict with the interests of NYSE Euronext.
Board MembershipsOccasionally, we may be asked to serve on the board of directors of another organization. Membership on the board of directors of any company requires advance approval from the Compliance Department. This is because a role on the board of directors of another organization can sometimes create an actual or apparent conflict of interest, particularly if the organization is a competitor or a business partner of NYSE Euronext. If you have any questions, contact the Compliance Department.
Supplier RelationshipsPersonal, financial or other affiliations with an NYSE Euronext supplier or a potential supplier can potentially give rise to a conflict of interest and we must disclose any such affiliation to our managers. We may be required to withdraw from the selection process if the affiliation is a conflict of interest. If you are unsure whether such an affiliation requires disclosure, contact the Compliance Department.
Q. I am a 25% owner of a company that is bidding for consultancy work at NYSE Euronext, but my investment in the company is only 5% of my investment portfolio. Can the company still bid for the work?
A. The company can bid for the work, but you must disclose your financial affiliation with the company and you may not participate in the selection process.
OUR COMMITMENT TO SHAREHOLDERS
Corporate OpportunitiesWe all owe a duty to not take for our personal benefit opportunities that are discovered through the use of corporate property, information, or position unless NYSE Euronext has already been offered and declined the opportunity. We cannot compete with NYSE Euronext or use corporate property, information, or position for our personal gain.
Also, subject to local law or the terms of our employment contracts, all software, technology, systems or other proprietary information we develop at NYSE Euronext is considered the sole property of NYSE Euronext.
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OUR COMMITMENT TO SHAREHOLDERS
Accurate Business Records and Financial DisclosuresOur shareholders, business partners, members, regulators and the public rely on the accuracy and integrity of our business, earnings and financial records. We are all responsible for ensuring that the information, reports and records (both electronic and hard copy) under our control are full, fair, accurate and made timely. We must ensure that all financial books, records and accounts are prepared in accordance with generally accepted accounting principles and with the NYSE Euronext system of internal controls. In addition, we must ensure that NYSE Euronext filings with regulatory authorities are accurate and prepared in a timely manner.
Anti-Fraud PolicyWe all have a responsibility to identify and ensure that situations involving fraud do not occur. Fraud is the intentional misrepresentation or concealment of a material fact for the purpose of procuring an unjust or unlawful benefit. Fraud encompasses all forms of theft including intellectual property, identity theft and manipulation of NYSE Euronext information or assets.
For more information, see the Anti-Fraud Policy. Retaliation for reporting a violation is prohibited and will itself result in disciplinary action.
Whistle Blowing Policy for Accounting and Auditing MattersIf you have a concern that you would like to raise with respect to accounting and auditing matters, the Audit Committee and independent directors have established procedures to enable employees to communicate good faith complaints under the Whistle Blowing Policy. Under this policy you can report your concerns on a confidential or disclosed basis as follows:
1. By e-mail to [email protected] or by telephone to 1 212 656 4444 / +33 1 4927 1336.
2. Through EthicsPoint, a third-party confidential reporting website and hotline. Their details can be found on the EthicsPoint website at www.ethicspoint.com.
You may request to remain anonymous when reporting a matter under the Whistle Blowing Policy. However, we encourage you to identify yourself each time you make an alert and report information relating to facts, because there is a reinforced confidentiality procedure that has been put in place for such alerts. For more information and procedures, see the Whistle Blowing Policy.
All reports will be investigated as promptly, fairly and confidentially as possible. We are all expected to cooperate with lawful investigations into allegations of violations of our Code, policies or laws.
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Q. I think I’ve found an error in information that is included in one of our public disclosures, what should I do?
A. In line with our Whistle Blowing Policy, you should email [email protected] or telephone to +1 212 656 4444 or +33 1 4927 1336 and report the issue. You can also report anonymously on www.ethicspoint.com.
Maintenance of Business RecordsWe must ensure that we retain business records in compliance with all applicable laws and policies relating to the retention of records. From time to time, we may be notified by the Legal Department that we are required to keep records that are potentially relevant to a breach of law, litigation, or any pending, threatened or foreseeable, investigation or proceeding. We must ensure that these records are kept and not destroyed. For more information, see the NYSE Euronext Records Retention Policy and Procedures which includes both the NYSE Euronext Records Retention Policy which specifies the amount of time records should be kept and when they should be destroyed, and the NYSE Euronext Records Management Procedures, which assist business units on the management of their records.
Q. We need more shelving space in our office, may I clean out all the records that my business unit does not need anymore?
A. We must follow all laws and policies that may apply to particular records. See the NYSE Euronext Records Retention Policy & Procedures for details on how long you should keep these records. For any questions, contact the Global Records Management Department.
Protection and Proper Use of Company AssetsPhysical PropertyOur physical assets including work stations, telephones, cellular phones, phone cards, personal computers, electronic mail systems and other tools assist us in the performance of our work. We must take great care and use these assets efficiently to avoid waste.
While some reasonable personal use of these systems may be appropriate, these assets may include intellectual and proprietary information such as trade secrets, software applications, product plans, documentation of business systems and other business data that we can only use for authorized business purposes. We cannot use corporate property or information for personal gain.
For more information, see the NYSE Euronext Policy on the Use of Computer and Electronic Communications Systems.
Expectation of Privacy While Using NYSE Euronext PropertyWhen we use assets provided by NYSE Euronext, we may not necessarily expect that the information we receive or send is private. In accordance with local law or policy, NYSE Euronext maintains the right to monitor the use of NYSE Euronext assets used by us, including forms of electronic communications.
Intellectual Property and Protecting Confidential InformationInformation and intellectual property are some of NYSE Euronext’s most valuable assets. Intellectual property rights are rights in intangible property that arise from human creativity (for example, works of invention or authorship). We must use and protect our intellectual property assets such as our trademarks, patents and
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utility models, copyrights, designs, database rights, confidential information and trade secrets. For more information, see the NYSE Euronext Global Intellectual Property Policies, Manuals and Forms. We must seek guidance before disclosing this type of information or material from the Legal and Government Affairs Department. This confidentiality obligation applies even after our employment ends, as stated in the confidentiality agreement each of us has signed.
Q. I wanted to allow one of our service providers access to our NYSE Euronext databases for their work for NYSE Euronext, is that possible?
A. You must seek guidance from the Legal and Government Affairs Department on whether this is appropriate and what steps are needed to allow the service provider to have access, for example, asking the service provider to execute a confidentiality agreement regarding their use of the databases.
Protecting Third-Party Confidential InformationWe may receive sensitive or non-public information or intellectual property from a variety of sources, including our listed companies and their employees, member firms and their employees, NYSE Euronext employees and others. We must treat all such information as confidential and it should only be disclosed in the performance of assigned duties, or where the release of such information is authorized by the appropriate NYSE Euronext officer, or is required by law. We cannot use any confidential information, directly or indirectly, for personal gain or profit.
Q. I received confidential information about one of our member firms, can I tell my colleague?
A. You can only tell your colleague if it is in the performance of your work, required by law, or if the disclosure has been authorized by an appropriate NYSE Euronext officer.
Each of us must be vigilant in ensuring that the appropriate relationship remains between regulatory and market activities, including the need to preserve the confidentiality of non-public regulatory information. In addition, we must read, understand and comply with applicable business unit policies, in particular for those of us who routinely handle confidential information pertaining to original or continued listings standards and those of us in NYSE Regulation.
We must also keep in mind that we have a duty to honor our contractual commitments and keep all information confidential that we obtain from our suppliers, member firms, and other third parties.
Insider TradingInsider and Confidential InformationWe are committed to complying with all applicable laws designed to protect the investing public with respect to the use and disclosure of material non-public information. We may never trade, encourage others or recommend others to trade on insider or confidential information.
The non-public information obtained by us in the course of our work is often subject to confidentiality requirements. Such information should not generally be disclosed to third parties (including family members)
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or used for any direct or indirect personal benefit. For details on the circumstances when this information may be disclosed, see the NYSE Euronext Policy on Confidential and Insider Information. We must take precautions to protect confidential information from deliberate or accidental unauthorized disclosure to internal or external parties.
Information that is “material” and non-public is commonly referred to as “Insider Information”. Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in the decision to buy or sell a security. Information that, if made public, would likely have an impact on the price of the security or related financial instruments should be considered material. Insider information includes, but is not limited to, information:
� Concerning NYSE Euronext.
� Concerning other issuers.
�Market information available on our trading systems that is not yet published or distributed to members or external market participants.
For more information, see the NYSE Euronext Policy on Confidential and Insider Information. For any questions on insider trading or what is considered insider information, contact the Compliance Department. For further questions or to report a concern, email [email protected].
Q. I am aware of non-public financial information relating to Member Firm A and when discussing a non-related matter with Member Firm B, Member Firm B’s employee asks about rumors relating to Member Firm A’s financial status. I am permitted to comment in the following way(s): a) No comment. b) Confirm/deny the rumor. c) Tell member firm B’s employee everything you know. d) Any of the above.
A. a) No comment. You have non-public information and Member Firm B is not bound by confidentiality. Informing Member Firm B would result in an improper disclosure.
Q. A management executive at Company A emails an executive at Company B and informs him that Company C, which Company A is bidding to purchase, will receive a large rival bid from an unnamed company. Did the executive at Company A divulge non-public insider information?
A. Yes. However general the statement, this would still be viewed as material non-public information. The success of NYSE Euronext depends largely on the confidence that members, their customers and our shareholders have in our integrity and competitiveness.
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Personal TradingWe cannot effect any transaction in the securities of NYSE Euronext or any other company while we are in possession of material non-public information. In addition, we may not disclose material non-public information about NYSE Euronext or any other company to another person, including family members.
We all have a responsibility to read, understand and comply with the Personal Trading Policy. This policy outlines the different requirements for different staff, such as the different requirements for “Covered Persons”. “Covered Persons” are those of us that have access to material non-public information about NYSE Euronext or trading volume information ahead of execution.
For more information on personal trading, see the NYSE Euronext Personal Trading Policy (“Personal Trading Policy”). For any questions, contact the Compliance Department.
Q. I am a temporary employee of NYSE Euronext. Does the Personal Trading Policy apply to me?
A. The Personal Trading Policy applies to all employees of NYSE Euronext and its majority owned subsidiaries. This includes temporary employees and consultants.
Q. Are all of my trades covered by the provisions of the Personal Trading Policy?
A. The Personal Trading Policy generally applies to the purchase or sale of any security, including trades in individual securities made under self-directed employee benefit plans and charitable gifts of securities. For more details, see the Personal Trading Policy.
Q. Do I need to pre-clear transactions when I’m not a Covered Person?
A. No, the pre-clearance obligation applies only to Covered Persons. For more details, see the Personal Trading Policy.
The legal consequences of insider trading breaches are severe. In addition to a violation of our Code which may lead to appropriate disciplinary action and possibly termination, violations can lead to criminal prosecution and civil penalties. Each of us is responsible for knowing and abiding by applicable laws and the NYSE Euronext policy regarding securities trading and personal trading accounts in general.
Q. What are the penalties of insider trading?
A. The penalties at NYSE Euronext could be disciplinary action and possibly termination. Outside of NYSE Euronext, you may be subject to civil penalties and criminal prosecution.
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Money Laundering Prevention and SanctionsIn the United States, Europe, and other places where we conduct business activities, there are strict laws directed at preventing the use of the financial system for financial crime, money laundering and terrorist financing. The confidence in the financial system as a whole could be seriously damaged by efforts to use the financial system for financial crime, money laundering and terrorist financing.
We are strongly committed to conducting business in full compliance with all Anti-Money Laundering (AML) regulations and statutes in order to prevent money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities. Actual or accidental involvement can result in civil and criminal penalties against us and NYSE Euronext.
We all have a responsibility to know our AML responsibilities by familiarizing ourselves with the NYSE Euronext Global Anti-Money Laundering and Sanctions Policy (“Global AML and Sanctions Policy”) which includes, among other things, being aware of the following:
� Compliance programs designed to prevent money laundering and make us aware of our personal responsibilities.
� Know Your Customer (KYC) due diligence measures.
� Our Money Laundering Reporting officer (MLRO) or AMLCO (Anti-Money Laundering Compliance Officer), in entities where applicable.
� How to inform the relevant person or authorities if money laundering is suspected.
In addition, United States Office of Foreign Asset Control (OFAC) and the European Union maintain country-based sanction lists. We are obliged to screen potential and existing customers and third parties against these sanction lists to ensure compliance with these sanctions. For more information, see the Global AML and Sanctions Policy.
Q. What are Sanctions?
A. Economic, trade or financial sanctions are imposed by governments or the United Nations to exert pressure on individuals or political regimes and for the advancement of foreign policy objectives. Sanctions include a range of financial or trading restrictions, such as freezes on the assets of and travel restrictions on designated individuals, bans on financing of state-owned enterprises, prohibitions on the supply of technical, financial and other assistance and outright prohibitions on trade. For us, the most important sanctions are likely to be those imposed by the United States Office of Foreign Asset Control (OFAC) of the U.S. Treasury Department and the European Union (EU). EU sanctions are typically imposed through Council Regulations, which have immediate legal effect in member states. In the US and the EU, sanctions often implement measures contained in Resolutions of the United Nations Security Council.
Q. Who must comply with OFAC and EU sanctions regulations?
A. All U.S. persons must comply with OFAC regulations, including all U.S. citizens and permanent resident aliens regardless of where they are located, all persons and entities within the United
OUR COMMITMENT TO THE GLOBAL COMMUNITY
States, all U.S. incorporated entities and their foreign branches. In the cases of certain programs, such as those regarding Cuba and North Korea, all foreign subsidiaries owned or controlled by U.S. companies also must comply. Certain programs also require foreign persons in possession of U.S. origin goods to comply. Sanctions regulations imposed by the EU have to be applied by all persons and entities doing business in the EU, including nationals of non-EU countries, and also by EU nationals and entities incorporated or constituted under the law of an EU member state when doing business outside the EU.
We must be alert to violations and report any potential money laundering or terrorist financing promptly to our MLRO, AMLCO or the Compliance Department. Employees must not disclose to any other person (except as may be required by law or regulation or in connection with an internal review) that a potential case of money laundering or sanctions violation has been reported or is being investigated. For any questions, contact the Compliance Department.
Q. What should I do when I suspect money laundering?
A. In the event that you become aware of facts and circumstances that may indicate potential money laundering or terrorist financing, you must report this promptly to the Compliance Department. Following the report, the Compliance Department will consider the situation and decide whether a Suspicious Alert should or should not be made to the relevant local authorities. You can find examples of red flags for money laundering or terrorist financing in the Addendum of the NYSE Euronext Global Anti-Money Laundering and Sanctions Policy.
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OUR COMMITMENT TO THE GLOBAL COMMUNITY
Anti-Corruption Laws and BriberyWe are all required to comply with applicable anti-corruption laws and regulations in the countries in which NYSE Euronext does business, including laws implementing the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.
We are required to ensure that no funds or assets shall be paid, loaned or otherwise disbursed as bribes, “kickbacks,” or other payments designed to influence or compromise the conduct of any person. In addition, each of us is obligated under our Code not to accept any benefits for assistance in obtaining business or for securing special concessions from NYSE Euronext.
The laws relating to anti-corruption and dealings with foreign and public officials, candidates for political office, as well as their agents, are more complex. To ensure compliance with these laws in relevant jurisdictions, we are all required to read, understand and comply with the NYSE Euronext Global Anti-Bribery Policy (“Global Anti-Bribery Policy”) and consult with the Compliance Department, in advance of providing any payment or benefit to a foreign or public official whether directly or through a consultant or agent.
Q. I am pretty sure that NYSE Euronext was going to receive Company A’s business, but to make sure the deal goes ahead, I gave the husband of the Company A’s CEO a large gift certificate on the condition that he convinces his wife to award us Company A’s business. Is this a problem as we were going to win the business anyway?
A. Yes, this is a violation. You should not offer or give cash or any other inducement to any person in order to gain any commercial, contractual or regulatory advantage.
Consistent with our commitment to comply with not only the letter of the law, but also the spirit of the law, our business affairs must be conducted in such manner that the reputation of NYSE Euronext will not be called into question if the details of the dealings become public.
We have a responsibility to report any actual or potential breach of the Global Anti-Bribery Policy promptly. Retaliation for reporting breaches is prohibited and will itself result in disciplinary action.
Political ContributionsMany of the laws in the countries in which we conduct business prohibit corporations from making political contributions. We are committed to strict compliance with the laws and reporting requirements governing political contributions and, consistent with this commitment, NYSE Euronext will not:
�Make any contributions to any candidates, political committees or other entities organized under section 527 of the U.S. Internal Revenue Code, or to any political party that would use the money to support any candidates.
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�Make indirect contributions by earmarking compensation for political contribution.
�Make political contributions through any other conduits, such as a lobbying firm or vendor, which the NYSE Euronext would not itself be permitted to make under the NYSE Euronext Political Contributions Policy Statement.
� Direct staff support for candidates.
� Host fundraising events unless the candidates have paid for the use of the property.
We are encouraged to participate in the political process as independent citizens, subject to local laws and regulations. In doing so, we must ensure that any time we spend is our own time and not that of NYSE Euronext. For more information, see the NYSE Euronext Political Contributions Policy Statement. For any questions on what is appropriate, contact the Compliance Department.
Q. Can I give money to a political campaign fundraiser?
A. Yes. You can contribute your own resources to political campaigns and participate in the political process, subject to local laws and regulations, as an independent citizen.
EnvironmentNYSE Euronext recognizes that a sustainably-managed, natural environment is vitally important to each of us, our business, our clients, and the global community-at-large. We are committed to minimizing the environmental impacts of our activities and conducting our business in a manner that is consistent with our commitment to corporate social responsibility and sustainability.
NYSE Euronext strives to consider the environment in all aspects of its business and conducts its operations in compliance with applicable laws, regulations, and standards concerning environmental protection.
As a group of securities exchanges, NYSE Euronext will focus on the areas of our business we feel have the greatest potential impact on the environment and from there establish environmental objectives, targets, and measures for our global offices and business activities that have potential environmental impact.
To stay knowledgeable about environmental-related current events, NYSE Euronext feels it is important to participate in the discussion of environmental issues. We are committed to facilitating conversations between business leaders, entrepreneurs, policymakers, and opinion leaders to share ideas and best practices. For more information, see the NYSE Euronext Corporate Environmental Policy.
Charitable DonationsNYSE Euronext is committed to community involvement and we are encouraged to give back to the community. NYSE Euronext supports our involvement through its Matching Gifts Program, which provides financial support to charities of our choice, and the Volunteer Incentive Program, which makes grants to nonprofit organizations where employees serve as volunteers. NYSE Euronext also provides employees with paid time off to volunteer through NYX Shares, a global initiative that encourages employees to volunteer with charitable organizations. For more information, contact Human Resources.
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Communicating with the MediaWe value all communications with the media and we must ensure that all communications made to the public and the media are accurate and complete. All inquiries from, and contacts with, the media must be referred to the NYSE Euronext’s Communications Division. Should you be asked to comment about the activities of the NYSE Euronext, the request must be immediately referred to the Communications Division. This applies to requests for comment from both print and electronic media.
Q. A blogger from a prominent financial newspaper has called me and asked me to comment on a recent listing for a post she is writing. This is all public information and I think it would be good publicity for NYSE Euronext, can I comment?
A. No, you should not comment. You must refer the blogger to the Communications Division immediately.
Responding to Audit, Government and Litigation InquiriesConsistent with our commitment to dealing with regulators and auditors in an open, cooperative and honest manner, we all have a responsibility to ensure that we do not conceal, destroy or alter documents during a regulatory investigation or audit. In addition, we must only communicate factual and accurate information to regulators and auditors.
From time to time, we may be required to preserve documents and information in connection with a litigation, investigation or regulatory proceeding. The Legal Department will notify anyone who needs to preserve the information. If we receive such a notification, we are obligated to comply with the notice.
If a regulator or outside lawyer contacts you about a potential regulatory or litigation matter, you should promptly refer this contact to the Legal Department. If you have any questions, contact the Legal Department.
Q. I have heard from a friend at another exchange that they know that the regulators will be conducting a routine investigation at NYSE Euronext next month. Since I have not received a preservation notice from the Legal Department, can I destroy documentation that may be relevant to this investigation?
A. We are committed to dealing with regulators in an open manner. As such, you should not destroy any records with the purpose of preventing the regulators from having access to the records. If you are in doubt, contact the Legal Department or the Global Records Management Department for specific guidance.
Social MediaOnline social media (e.g., Facebook, Twitter, LinkedIn, blogging) is a significant means of communication. In addition to personal uses, social media is also used from time to time in connection with NYSE Euronext business activities, including professional blogs. We must use our best judgment online and not take actions that may result in legal exposure or other adverse consequences to NYSE Euronext or us. We may use social media for NYSE Euronext-related business only if we:
� Have authorization from NYSE Euronext.
�Will be truthful, accurate and substantiated, and will not use offensive, unnecessarily disparaging, defamatory, threatening or illegal language.
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� Are respectful of NYSE Euronext’s business and regulatory relationships.
� Do not violate any intellectual property rights or reveal confidential or non-public information that belongs to NYSE Euronext, its customers, business partners or any other party.
� Identify ourselves and clarify for our readers that the views we express are ours alone and not NYSE Euronext’s.
� Have no expectation of privacy when using social media and comply with the terms, conditions, policies and guidelines of any service that we use.
� Ensure that our statements and content do not become entangled or confused with statements or content from other parties.
� Understand and agree that NYSE Euronext owns all content we create or generate in connection with social media activities.
� Agree to comply if NYSE Euronext determines that we have posted content that is inconsistent with these guidelines or is otherwise objectionable and requests that we remove such content and/or that we ask a third party to do so.
These guidelines cannot cover every situation we might encounter online. For more details, see the NYSE Euronext Social Media Guidelines or contact your manager.
