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Code of Conduct
Approved by the Outerwall Board of Directors April 24, 2015
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
Compliance & Ethics
Message from
Nora M. Denzel
From its inception, Outerwall was built on a strong and consistent set of values. These values continue to
provide the foundation for successful relationships with customers, business partners, investors, public officials
and everyone who works here. We are committed to creating a better way, the right way, every day, so when it
comes to our ethical culture, we all should focus on not just the letter, but also the spirit of the laws, rules and
regulations that apply to our business. Each and every one of us is essential to meeting these commitments.
Please take the time to read and understand our Code of Conduct. The Code also includes the processes for
reporting suspected ethical misconduct. Rest assured we have zero tolerance for retaliation against anyone who,
in good faith, reports suspected misconduct.
Behaviors, as well as results, matter in this company. Let’s work together to continue to earn the trust and
confidence of those we work with.
Thank you,
Nora M. Denzel
Interim Chief Executive Officer
2 / Code of Conduct: A Message From Our CEO
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
Table of Contents
Message from Nora M. Denzel, Interim CEO
We Understand and Meet Our Ethical Commitments
Application5
Employee Obligations5
Leader Obligations5
Compliance Requirement6
Waivers 6
Reporting 6
Investigations6
Allegations relating to accounting and internal controls 7
Non-retaliation7
We Maintain an Inclusive, Respectful, and Safe Workplace
Diversity8
Equal Employment Opportunity8
Harassment-free Workplace9
Safety11
Drugs and Alcohol11
Workplace Violence11
We Engage in Lawful, Honest, and Responsible Business Practices
Legal Requirements12
Conflicts of Interest13
Corporate Opportunities14
Gifts and Business Entertainment 14
Bribes and Kickbacks16
Insider Trading16
External Communications17
Prevention of Criminal Activity17
Fair and transparent dealings with customers, suppliers, and other business partners
18
Fair Competition18
Environmental Compliance18
Corporate Social Responsibility18
We Protect Company Resources
Responsible Resource Use20
Information Systems and Other Technology Assets 20
Information Assets20
Records22
Intellectual Property and Outerwall’s Brand Identity
23
Political Activity23
3 / Table of Contents
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
The Code of Conduct
empowers us to hold ourselves
and others accountable for
living the Outerwall Values.
Raquel Karls, Chief HR Officer
Introduction
At Outerwall we are creating a better way, the right way, every day. Our
company values set a common vision of how Outerwall measures success—
not just by the results we achieve, but by the way in which we achieve them.
INTEGRITY
RESPECT
ACCOUNTABILITY
Do the right thing
Give it and earn it
Walk the talk
DEDICATION
HUMILITY
COMMUNICATION
Persevere
Stay grounded
Be open, be honest
These values reflect our belief that Outerwall is part of an interdependent ecosystem which includes our retailers,
suppliers, customers, employees, and the communities we serve. We understand that our actions impact others,
and we’re committed to keeping our impact positive by understanding and complying with the letter and the
spirit of the laws, rules and regulations that apply to our business.
We’ve set the standard for business conduct in this Code of Conduct (Code), a document that reflects our
values and sets expectations for our conduct with customers, investors, public officials, business partners, and
each other.1 Throughout the Code, you will find references to policies and procedures that provide additional
explanation regarding our company’s expectations. Contact the Compliance and Ethics Office via
[email protected] for copies of any referenced materials.
Since even one instance of a person failing to act with integrity can damage the company’s hard-earned
reputation, every Outerwall employee must understand and adhere to the expectations in the Code.
1
The Code does not create any contractual right to employment with Outerwall.
4 / Code of Conduct: Introduction
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We Understand and Meet
Our Ethical Commitments
Every employee and board member must follow the Code.
The Code applies to all employees of Outerwall Inc. and its various lines of business as well as the members of the
Board of Directors.
The Code sets baseline expectations for all work-related conduct.
You must understand and comply with the expectations set in the Code by:
•
Being honest, fair, and trustworthy in all work-related activities and relationships
•
Learning and understanding the laws and regulations applicable to your job
•
Seeking guidance from your supervisor, HR Business Partner, or the EthicsLine when you are unclear
about what to do
•
Reporting actual or suspected misconduct
•
Cooperating with company investigations by providing complete and truthful information and related
documentation
•
Completing required training and periodic certification of compliance with the Code and other
company policies
All of us must commit and contribute to Outerwall’s compliance culture.
Leaders must build awareness, understanding, and compliance
for the Code throughout their organizations.
Company leaders, to build and maintain Outerwall’s compliance culture, must:
•
Set the tone “at the top” by modeling ethical business conduct
•
Make employees feel comfortable discussing compliance and ethics issues
•
Ensure that employees receive Code of Conduct training and training on specific laws and regulations
that apply to their work
•
Promptly respond to requests for guidance and reports of misconduct
•
Take appropriate disciplinary measures when misconduct is substantiated
•
Recognize and reward employees who model ethical behavior
Our leaders bring the Code of Conduct to life with their words and actions.
5 / Code of Conduct: Application
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
Compliance with the Code is a non-negotiable condition of employment.
Violations of the Code may result in disciplinary action, up to and including termination of employment
in accordance with the company’s Performance Improvement Process, or any other applicable local law or
disciplinary procedure.
Waivers require express approval.
A waiver of any part of the Code must be reviewed by the Head of Compliance and approved by the CEO and the
General Counsel. The Board of Directors must expressly approve waivers for executive officers and directors. Any
waiver and the reason for it will be promptly disclosed to stockholders as may be required by law and regulation.
You must report any behavior or activity that you believe
in good faith violates a law or company policy.
You must question or challenge situations in which you suspect that something improper, unethical, or illegal is
occurring. To report an actual or suspected Code violation, or to seek guidance, you may:
•
Speak to your supervisor or next level of management
•
Speak to your HR Business Partner
•
Contact the Compliance and Ethics Office via [email protected]
Anonymous reporting options are available.
If you are not comfortable with any of the options above, you may file an online report via the secure Outerwall
EthicsLine Reporting Site or call the EthicsLine number assigned to your location.
•
U.S. and Canada, 1-800-699-3097
•
United Kingdom, 0-800-032-8483
•
Ireland, 1-800-615403
The EthicsLine is a 24-hour, seven-day-a-week dedicated website and telephone line maintained by a third-party
vendor. EthicsLine reports may be made anonymously. If you call the EthicsLine, you will be assigned a unique
report and personal identification number you may use to check on the status of reports and inquiries.
Reports will be investigated.
A trained subject matter expert will conduct a prompt, thorough and independent investigation in response to
reported Code violations. Reports will be treated confidentially to the extent possible. Investigations will not be
conducted or supervised by anyone accused of the activity being investigated.
6 / Code of Conduct: Application
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
Reports relating to accounting, disclosure and
internal controls will be escalated.
Serious reports regarding questionable accounting, internal financial controls (including internal accounting
controls) and auditing matters will be promptly brought to the attention of the Board of Directors Audit
Committee according to the Procedure for Employee Complaints related to Accounting Matters.
You must cooperate during audits and investigations.
You may be asked to participate in or cooperate during an audit or investigation. If you are interviewed or
otherwise asked to assist with an internal or external audit or investigation, you must provide complete, accurate
and truthful information.
You will not suffer retaliation for reporting a good faith ethics
or compliance concern or participating in an investigation.
Outerwall prohibits retaliation against anyone who in good faith reports ethics or compliance-related concerns
to management, Human Resources, the Compliance and Ethics Office, the EthicsLine, or regulatory agencies.
Retaliation against those who participate in investigations or resolutions also is prohibited. The company will
take appropriate disciplinary action against anyone engaging in retaliation, up to and including termination of
employment.
7 / Code of Conduct: Application
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
At Outerwall our diverse
workforce and inclusive
work environment promote
personal and organizational
growth and performance.
Jim Gaherity, President, Coinstar
We Maintain an
Inclusive, Respectful,
and Safe Workplace
Outerwall is committed to creating and maintaining an inclusive work environment where everyone’s
contributions are recognized, and all are valued, respected and provided with opportunities to reach their full
potential. We do not tolerate discrimination, harassment, or unsafe practices.
We are committed to diversity and inclusion.
We welcome and encourage individuals of diverse backgrounds to join our team, support and respect differences,
and encourage the growth of everyone who works here. A positive, inclusive spirit drives everything we do.
We do not discriminate.
We do not discriminate on the basis of race, religion, color, age, gender, genetic information, disability, national
origin, sexual orientation, gender identity, gender expression, marital status, citizenship status, veteran status,
or any other basis protected by federal, state, or applicable local law. This applies to recruitment, recruitment
advertising, hiring, job assignment, compensation, training (including internships), promotions, transfers,
reclassifications, benefits, terminations, layoffs, returns from layoffs, company-sponsored educational, social and
recreational programs, work conditions, and all other terms and conditions of employment.
8 / Code of Conduct: We Maintain an Inclusive, Respectful, and Safe Workplace
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
To support the company’s commitment to equal employment opportunity, you must:
•
Comply with applicable company anti-discrimination policies (in the U.S. these policies include the
Equal Employment Opportunity Policy, Accommodations for Qualified Individuals with Disabilities
Standard and Religious Observances Accommodation Standard)
•
Recruit, select, train, promote and compensate based on merit, experience, and other work-related
criteria
•
Avoid making or acting on presumptions about someone that are based on differences protected by
law or company policy
•
When recruiting, develop a diverse candidate pool whenever possible
•
Report any activity reflecting bias based on differences protected by law or company policy
You must always be respectful of differences and allow qualified individuals to develop their abilities and advance.
We work in an inclusive, harassment-free workplace.
Outerwall is committed to providing a workplace free from intimidation and harassment, where everyone is
treated with dignity and respect. We strictly prohibit, and will not tolerate, any act that undermines Outerwall’s
values of integrity and respect, including conduct that creates the potential for harassment of any kind.
You should always be able to perform your assigned duties and responsibilities without being harassed by any
other employee, supervisor, manager, board member, contingent worker, customer, supplier or visitor. You must
speak up when workplace conduct makes you or others uncomfortable and promptly report perceived harassment
to your supervisor, another member of management, your HR Business Partner, or the EthicsLine.
To support Outerwall’s anti-harassment commitment, you must:
•
Comply with the Harassment Free Workplace Standard
•
Treat others with respect and dignity any time and any place you represent the company
•
Think carefully before making comments or jokes regarding race, sex, sexual orientation, gender
expression or identity, religion, national origin, ethnicity, citizenship, age, marital status, disability, or
veteran status and be sensitive to the fact that they may unintentionally hurt others
In your work-related activities, you must never:
•
Threaten, insult, abuse, or ridicule another (sexual or otherwise)
•
Possess, display, or distribute offensive or pornographic materials in any medium such as cartoons,
pictures, graffiti or other paraphernalia
•
Make or attempt to make intimate or offensive physical contact including assault or restraining
another person’s movements
•
Request or demand romantic or sexual favors, explicitly or implicitly, as a condition of employment,
promotion, transfer or any other personnel action
Harassing behavior undermines our culture and will not be tolerated, regardless of whether you are working at an
Outerwall facility or working at a retailer site or somewhere else outside the company (e.g., conferences, etc.).
9 / Code of Conduct: We Maintain an Inclusive, Respectful, and Safe Workplace
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
What is harrassment?
Our Answer:
Harassment includes, but is not limited to, unwelcome conduct, whether verbal, physical, or visual, that is
based upon sex, race, color, religion, national origin, age, disability, sexual orientation, gender identity, gender
expression, veteran status, or any other characteristic protected by federal, state, or local law. The company will
not tolerate harassing conduct that affects tangible job benefits, interferes with work performance, or creates
a hostile, intimidating, or offensive work environment. If the conduct damages, offends, insults, intimidates, or
threatens, it may be considered harassment by the company.
What if I am offended by a joke
but everyone else laughs?
Our Answer:
You must speak up when workplace conduct makes you or others uncomfortable. If you are not comfortable
raising the issue with the person telling the joke, or if he or she does not respond appropriately, you must
promptly report the situation to your supervisor, another member of management, your HR Business Partner, or
the EthicsLine.
10 / Code of Conduct: We Maintain an Inclusive, Respectful, and Safe Workplace
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We value safety.
We value the health and safety of our employees, visitors, contractors, customers and communities. Our health
and safety programs and policies are designed to help you to work safely at our facilities, in the field and on the
road. You must:
•
Comply with the Environmental, Health and Safety Policy
•
Understand and comply with the health and safety laws, rules, regulations, and company policies that
apply to your job
•
Seek advice if you aren’t sure how to perform a task safely
•
Promptly report all health and safety incidents
•
Speak up when you observe or learn about an unsafe condition or potential danger
We need everyone’s commitment to performing their jobs in a safe manner.
Do I need to report a co-worker’s violation of a safety
or environmental rule if no one else seems to care?
Yes, information can be vital to prevention. Reporting accidents, environmental concerns and any jobrelated illnesses or injuries, can help determine the steps necessary to prevent future problems or accidents.
We come to work drug and alcohol free.
If you work under the influence of illegal drugs, marijuana or alcohol, you pose an unacceptable safety risk to
yourself and others. You must:
•
Comply with the Drug Free Workplace Standard
•
Cooperate in all drug screening activities required by law or company policy
•
Report any actual or suspected on-the-job impairment or illegal drug or alcohol use
Working drug and alcohol-free enhances our ability to perform safely and effectively.
We have zero tolerance for workplace violence.
You must not behave in a way that is violent, hostile, or intimidating. Our Violence Free Workplace Standard and
Weapons Standard set expectations for your behavior at company facilities, as well as anywhere else you conduct
company business.
The company takes proactive measures to minimize the potential for violent acts and prohibits the possession of
weapons in the workplace to the full extent permitted by local law. If you receive or witness threats or potential
violence, contact your supervisor, HR Business Partner, Loss Prevention via [email protected], or the
EthicsLine.
What should I do if I overhear a
co-worker threaten to hurt someone?
Tell your supervisor or another manager about the incident immediately. If you can’t reach a member
of your management team, contact Loss Prevention, your HR Business Partner or the EthicsLine. We
investigate all reported acts or threats of violence.
11 / Code of Conduct: We Maintain an Inclusive, Respectful, and Safe Workplace
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We Engage in Lawful,
Honest, and Responsible
Business Practices
Outerwall builds relationships based on trust and respect. To earn the trust of our customers, retail partners,
suppliers and investors, we strive to follow both the letter and the spirit of the law, operating legally and ethically.
Our success comes from building businesses that make life simpler and better for consumers and retailers and
from doing this the right way, every day.
We comply with legal requirements.
Our business is subject to numerous laws, rules and regulations. Violations of these requirements—whether
intended or not—can damage Outerwall’s operations, financial stability, and reputation. That’s why you must
understand and comply with the letter and the spirit of the laws, rules and regulations relevant to the work you
do.
Specifically, you must:
•
Remain aware of the laws, rules, and regulations that impact your job responsibilities
•
Work with your manager to identify and participate in training on special laws, rules, and regulations
that apply to your work
•
Ask for advice and clarification when you are unsure how a law, rule or regulation impacts the way you
do your job
•
Promptly report non-compliance with laws, rules, and regulations
You need to understand and follow legal requirements to ensure that Outerwall maintains its reputation as
a law-abiding corporate citizen.
12 / Code of Conduct: We Engage In Lawful, Honest, and Responsible Business Practices
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
Will my job be affected
by how I behave in my personal life?
It might be. Your off-duty conduct may negatively affect the company and reflect poorly on your
trustworthiness. Off-duty illegal activity may jeopardize workplace safety, the company’s reputation, or
our ability to effectively serve our customers.
The company will assess the impact of any off-duty illegal activity on a case-by-case basis and take
appropriate action.
We avoid conflicts of interest.
A conflict of interest occurs when you may have to choose between what is in your personal interest (financial or
otherwise) and what is in the best interest of Outerwall. While it is impossible to list every situation that could
result in a real or perceived conflict of interest, common situations include:
•
Your job at Outerwall requires you to supervise a family member, a business partner, or close personal
friend
•
You, a member of your family, or a business partner are employed by or hold a financial interest of
greater than 5 percent in a competing business
•
You, a member of your family, or a business partner hold greater than a 5 percent interest in a
business that currently provides or is seeking to provide goods or services to Outerwall
•
You, a member of your family, or a business partner hold greater than a 5 percent interest in a
business with which Outerwall has a contractual relationship, such as a retailer
You are responsible for taking appropriate action to avoid or eliminate conflicts of interest. The best way to avoid
a misunderstanding is to disclose any situation that has the potential to be misinterpreted by others, including
other employees, board members, retailers, suppliers, investors, and company regulators. Consult the Conflict of
Interest Policy and Close Relationships in the Workplace Policy, or speak to your supervisor, HR Business Partner
or the Compliance and Ethics Office if you face a potential conflict of interest.
Is it okay if I work as a consultant for an Outerwall
supplier or business partner in my free time?
Maybe. Outside employment must not interfere with your availability for on-the-job performance. It
also should not put you in a position to intentionally or unintentionally share confidential or proprietary
company information or otherwise conflict with your responsibilities to the company. To avoid any
misunderstanding, speak to your supervisor, HR Business Partner, or the Compliance and Ethics Office
before performing work or services for any person or organization that competes with or seeks to do
business with Outerwall.
13 / Code of Conduct: We Engage In Lawful, Honest, and Responsible Business Practices
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We do not use company information or resources for
personal advantage without advance approval.
You owe a duty of loyalty to Outerwall to advance its interests when you are presented with an opportunity to do
so using company information or other resources. Before you pursue an opportunity you learned about as a result
of your position with Outerwall, such as a venture with one of our business partners, you must disclose it to your
supervisor and the Compliance and Ethics Office. The fact that a particular business opportunity is closely related
to an existing company line of business or represents a desirable avenue for expansion of company activities is
a strong indication that the company might be interested in the opportunity. You must not take action on the
venture until it has been cleared through the Compliance and Ethics Office.
We exercise good judgment when exchanging Gifts and
Business Entertainment with business partners.
While it is important to maintain good relationships with our business partners, we must never let the exchange
of business courtesies lead to an appearance of favoritism or special benefits.
In most instances simply avoiding the exchange of Gifts (something of value provided for your personal use) or
Business Entertainment (hospitality that provides an opportunity for business-related interaction with an outside
party) with your business partners will reduce any appearance of undue influence. And while a modest exchange
may be acceptable it’s never required for doing business with Outerwall.
Specifically you must:
•
Comply with the Gifts and Business Entertainment Policy
•
Exchange only Gifts that are customary, reasonable, legal, and valued at less than $100
•
Never solicit a Gift or Business Entertainment from a supplier or other business partner
•
Never give or accept a Gift or Business Entertainment in close proximity to a major business decision,
such as a contract award
•
Respect our business partners’ rules covering Gifts and Business Entertainment
•
Consult with a company attorney before providing a Gift or Business Entertainment to
representatives and employees of any government or quasi-government agency or entity
If you work directly with suppliers or public officials you must take extra care to follow laws and company policies
related to the types of exchanges acceptable with those groups.
14 / Code of Conduct: We Engage In Lawful, Honest, and Responsible Business Practices
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
What types of Gifts may I accept?
Our Answer:
Small or nominal promotional items such as t-shirts, mugs, or hats given in the regular course of business are
acceptable. However, be careful not to accept even relatively small Gifts or modest Business Entertainment on a
frequent or continual basis.
What about a gift basket during the
end of the year holiday season?
Our Answer:
You may accept occasional gifts valued at less than $100; Gifts valued at more than $100 require a business
justification and must be approved by a supervisor at the director level or above. Edible gifts should be shared
among your workgroup whenever possible.
15 / Code of Conduct: We Engage In Lawful, Honest, and Responsible Business Practices
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We do not give or accept bribes or kickbacks.
Bribery and corruption in business dealings are against the law in virtually every country. Many countries have
adopted comprehensive standards against bribery and corruption, such as the U.S. Foreign Corrupt Practices
Act (“FCPA”), the U.K. Bribery Act, and the Canadian Corruption of Foreign Public Officials Act (“CFPOA”). There
are also international agreements between nations addressing bribery and corruption, and a number of nongovernmental agencies devoted to ending corruption and bribery in business.
In general terms, a bribe or kickback may be defined as paying, offering to pay, attempting to pay, facilitating
payment or authorizing or ratifying the payment of money or other things of value in return for favorable
treatment. Bribery is strictly prohibited, regardless of whether it involves a private individual or a domestic (or
any foreign) government employee. This also includes payments or gifts to a third party such as a consultant,
contractor, partner, agent or supplier who, in turn, is likely to make an improper gift, payment or to offer
something of value on behalf of Outerwall intending to induce favorable business treatment. You will not be
punished for refusing to pay a bribe, even if it results in lost business. Consult the Anti-Corruption Policy for
additional guidance regarding Outerwall’s anti-corruption program.
We do not trade securities using insider information.
You must never trade securities when you have information that is not available to the general public. Before
trading any stock or other security, you must consider whether you have access to material non-public
information—including information about Outerwall’s suppliers and other current or potential business
partners—that would affect a reasonable investor’s decision on whether to buy or sell.
Examples of material, non-public information you may know before it is available to the public include:
•
Unpublished financial results
•
Information on pending or proposed transactions
•
Changes in corporate strategy or objectives
•
News of a significant asset sale
•
Changes in business policies that increase or decrease the company’s risk exposure
•
Financial liquidity problems
Consult the Insider Trading Policy for additional guidance regarding restrictions on buying and selling securities.
Are there restrictions on what I tell my
friends and family about my job?
You must never discuss confidential company information with anyone who does not have a business
need to know the information. Discussing confidential and proprietary information about Outerwall or
its business partners with your friends and family could prove costly for both you and the company. If
someone you know were to use non-public information you provide to buy or sell securities, both of you
could be prosecuted for illegal insider trading. Even if the information is not used for a securities trade,
an information leak of any kind could cause significant competitive harm to Outerwall. You must never
disclose non-public information to your friends, family, or anyone else.
16 / Code of Conduct: We Engage In Lawful, Honest, and Responsible Business Practices
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We are committed to full, fair, accurate, timely, and understandable
external communications, including filings and submissions with the
Securities and Exchange Commission and other regulatory authorities.
Unauthorized public releases of information can result in violation of full disclosure laws, investor confusion
and damage to Outerwall’s competitive position, brand and reputation. Only authorized spokespersons should
provide information on behalf of the company.
To support the company’s commitment to full, fair, accurate, timely, and understandable external communications
you must:
•
Comply with the Media Relations Policy and the Social Media Policy
•
Forward media requests to an authorized company spokesperson via [email protected] (for
redbox-related information) or [email protected] (all other information)
•
Seek approval from the Public Relations Department before providing information about Outerwall
to public audiences through speeches, presentations, interviews, panel discussions, articles, papers,
surveys, and social media sites
•
Decline to speak or appear to speak on behalf of the company unless doing so is part of your job or
you have specifically been authorized to do so by the Public Relations Department
To avoid potential confusion, let the Public Relations Department speak for the company.
Should I promote good will for the
company by blogging about my job?
The company respects and supports your right to express views and opinions using social media and
other electronic communication forums. If you choose to post about your responsibilities at Outerwall,
you must review and understand the Social Media Policy. This policy prohibits the posting of Confidential
Information (as defined in the Company Resources section) and requires you to clearly identify any
opinions expressed as your own and not those of the company.
What should I do if I am asked a question
regarding changes in the home entertainment
landscape while attending a conference?
When you speak out on issues impacting Outerwall, make sure that you clearly identify your opinions as
your own. Avoid any appearance that you are speaking or acting on the company’s behalf unless you have
been specifically authorized to do so.
We comply with laws and support law enforcement activity
intended to prevent and detect criminal activity.
We comply with laws that require proactive measures intended to prevent and detect criminal conduct, including
money laundering or financing for illegal or illegitimate purposes. “Money laundering” is the process by which
persons or groups try to conceal the proceeds of illegal activities or try to make the sources of illegal funds
appear legitimate.
17 / Code of Conduct: We Engage In Lawful, Honest, and Responsible Business Practices
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
You should take steps to ensure that our business partners conduct business with reputable customers, for
legitimate business purposes, with legitimate funds. Be on the lookout for “red flags” such as multiple large cash
transactions at a single location during a relatively short time period, requests for cash payments or other unusual
payment terms. If you suspect money laundering activities, contact a company attorney via
[email protected], or the Compliance and Ethics Office via [email protected].
We deal fairly and transparently with customers,
suppliers, and other business partners.
We value our relationships with customers, suppliers, retailers and other business partners. We are fair and
reasonable in negotiations and other business dealings while seeking to purchase and provide high value goods
and services.
We engage in fair competition.
We comply with the spirit and letter of the antitrust laws by not discussing or agreeing with our competitors to fix
prices or other terms, allocate territories, or allocate customers. We don’t make agreements with our competitors
on whether we will or will not bid on contracts.
We protect the environment.
We are committed to protecting the environment, responsibly managing natural resources, and complying with
environmental regulations wherever we do business. Our environmental programs and policies are designed to
help you comply with the environmental laws and reduce the company’s impact on the environment.
You must always:
•
Comply with the Environmental, Health and Safety Policy
•
Understand and comply with the environmental rules, regulations, and company policies that apply to
your job
•
Promptly report all environmental incidents
•
Speak up when you observe or learn about a condition or potential danger that can potentially violate
an environmental regulation or harm the environment.
We need everyone’s commitment to performing their jobs in an environmentally responsible manner.
We are committed to acting responsibly.
We strive to promote retail that supports the vitality of our customers, our communities, and our planet. We aim
to incorporate potential environmental and social impacts in our business decision making. We continually seek
opportunities to:
•
Reduce our carbon footprint
•
Reduce waste in manufacturing and operations
•
Improve the energy efficiency of our kiosks
•
Support community organizations with our time and money
•
Consider corporate responsibility in procurement
By being an entrepreneurial, responsible business, we can do our part to help build a better world.
18 / Code of Conduct: We Engage In Lawful, Honest, and Responsible Business Practices
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
Responsible resource
management allows us to
focus on innovation that
creates fresh new ways to
build a better everyday.
Galen Smith, Chief Financial Officer
We Protect Company
Resources
The resources needed to make a better everyday are significant. We must manage these resources responsibly,
be thoughtful when spending company money and protect company assets from loss, damage, unauthorized or
improper use and waste.
What are Company Resources?
Company Resources include everything we use to support our business including:
•
Kiosks, inventory, tools and equipment
•
Technology and other systems
•
Facilities
•
Work time
•
Company vehicles
•
•
Office and field supplies
Other assets owned, leased or
maintained by Outerwall
•
Information Assets
19 / Code of Conduct: We Protect Company Resources
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We use Company Resources responsibly and
for legitimate business purposes.
To protect Company Resources, you must:
•
Protect Company Resources from theft, damage or misuse during and outside of work hours
•
Report actual or suspected theft, damage or unauthorized use of Company Resources
•
Never use Company Resources for illegal activities or personal gain
•
Never use Company Resources for your personal benefit in a manner that creates additional costs for
the company, interferes with work duties or violates company policy
•
Report only the actual time you work and duties you perform
You may use company telephones, computers, and other assets for incidental and infrequent personal use so long
as you don’t abuse the privilege.
We use Outerwall’s information systems and
other technology assets appropriately.
Outerwall maintains much of its information electronically. To protect our information systems and other
technology assets from internal and external threats:
•
Comply with the Information System Acceptable Use Standard and Cell Phone and Wireless Device
Policy
•
Protect network passwords and other security protocols from disclosure
•
Promptly report a lost or stolen computer, cell phone, or other portable device to Loss Prevention via
[email protected]
•
Notify the Technology Department of any unusual activity involving information systems and
associated resources via the Service Desk, 1-877-779-8999
•
Download or install only software that has been approved for company use by the Technology
Department; if you are unsure, contact the Service Desk.
Every one of us has a duty to reduce the risk of data loss or exposure and security breaches.
We protect the company’s Information Assets
Information Assets include the information Outerwall produces, collects, receives, retains or processes.
Information Assets may be handled exclusively by Outerwall employees, or may be handled in whole or in part by
a third party, such as a third party administrator, on the company’s behalf.
20 / Code of Conduct: We Protect Company Resources
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We must all protect the availability, confidentiality, and integrity of the company’s Information Assets to support
our business objectives and comply with legal, regulatory, and contractual commitments. If you have access
to Confidential Information (as defined in the box below) you must protect it from intentional or accidental
disclosure. You must carefully restrict physical and electronic access to Confidential Information and only share
this kind of information with others who have an approved business need to know.
What is Confidential Information?
Confidential Information includes the following:
•
Information we agree by contract to protect (third party information)
•
Information we are required by law or regulation to protect (personal information such as
social security numbers and credit card data)
•
Information covered by the attorney-client privilege (communications with attorneys
containing legal advice)
•
Information that is proprietary to our business (strategic plans or trade secrets)
For guidance regarding whether and to what extent specific information should be protected, speak with
your supervisor or contact the Information Security Team via [email protected].
To protect Information Assets you must:
•
Comply with the Information Management Policy
•
Understand what information you work with is classified as Confidential Information
•
Know, understand and comply with the information security and privacy standards that apply to your
work
•
Share Confidential Information only with co-workers and third parties authorized to receive and with
a business need to know the information
•
Forward any request for Outerwall information from a government or regulatory body,
such as a request from law enforcement or a government agency, to the Legal Department via
[email protected]
•
Be cautious when discussing Confidential Information in public areas inside and outside company
facilities
Should I provide information about
a customer in response to a request
from a law enforcement officer?
You should not release the requested information unless your job specifically requires that you do
so. Customer information is a form of Confidential Information that may only be disclosed in limited
controlled circumstances. In the event a law enforcement officer contacts you directly with such a request,
politely let him or her know that you will need to forward the request to the Legal Department.
21 / Code of Conduct: We Protect Company Resources
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
What should I do if I need to share my password
with a co-worker who needs access to a restricted
company database while I am on vacation?
You must never disclose or share a computer password with others. You should make arrangements for
your co-worker to obtain a unique password to access the database while you are on vacation.
We maintain fair and accurate records.
Regardless of your position, make sure that the information you contribute to Outerwall’s operations,
financial and other business records is entirely honest, accurate, complete, and timely. Any records you
create—timekeeping records, expense reports, inventory records, health and safety reports, quality assurance
certifications and anything else required by law or company policy—must meet legal and regulatory requirements.
Our financial statements give our stockholders, the public and our regulators a look inside Outerwall’s current
market position and financial condition. We must follow all applicable accounting requirements, including
Generally Accepted Accounting Principles (GAAP), and comply with internal controls when recording information
that forms the basis of our financial statements.
Our commitment to conducting business with integrity demands that we engage only in legitimate and
authorized business transactions. You must not engage in any of the following activites:
•
Making false representations, whether verbally or in writing
•
Hiding funds in undisclosed or unrecorded accounts
•
Providing false, misleading, or mischaracterization of transactions
•
Knowingly allowing other similar illegal activities to occur
If you have reason to believe that company records have been intentionally misstated, or are otherwise
inaccurate, you must immediately bring the situation to the attention of your supervisor or another manager, your
HR Business Partner, the Compliance and Ethics Office via [email protected], or contact the EthicsLine.
Is it okay to hold on to an invoice for a few
weeks so I stay under budget for the quarter?
No. No one wants to report that they have gone over budget on a project; however, inaccurate reporting
misstates our spending rate and can make it difficult for the company to forecast future operating and
maintenance expenses. Invoices should be processed in a timely manner following applicable accounts
payable procedures.
Can I report hours I work in one week on
my time sheet for the following week so
that I don’t have to burn vacation time?
No. Time entry is an important part of our company’s financial records and is subject to legal and
regulatory scrutiny. When entering time, you must accurately record the date and number of hours for
the actual date that you worked. Hours worked cannot be “banked” and reported on a later time sheet.
Inaccurate timekeeping records may result in violations of wage and hour laws and lead to inaccurate
financial statements.
22 / Code of Conduct: We Protect Company Resources
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We retain and dispose of business records legally and ethically.
The company’s Records Management Standard provides guidance on how long records should be kept and when
they should be destroyed. The Legal Holds Procedure may provide additional direction in the event of pending
or anticipated litigation or a regulatory inquiry. You must never destroy, alter or falsify records or other materials
after being notified by a company attorney that they should be preserved.
Should I store business records on my
home computer as a backup?
No. Business records are company assets that must be maintained and secured on Outerwall systems. The
company’s information management systems serve as a secure, accessible repository for these records.
Your home computer must never be used as a primary or back up storage location for business records or
other company documents. If you need assistance identifying a company repository for primary or back
up records, contact the technology department for assistance.
We protect and respect intellectual property and Outerwall’s brand identity.
Intellectual property is a creation or innovation used in business. It’s a legal way to claim a unique idea, invention,
machine, device, process, program, software, drawing, blueprint, name, logo, or slogan. Restricting the use
of intellectual property helps protect Outerwall’s unique ideas and brand identity. We must protect our own
intellectual property rights and respect the intellectual property rights of others.
To protect intellectual property you must:
•
Comply with the Social Media Policy and the Intellectual Property Policy
•
Use Outerwall’s copyrights, patents, service marks, or trademarks only when authorized to do so and
in accordance with applicable guidelines
•
Report any unauthorized use of an Outerwall copyright, patent, service mark, or trade mark
•
Obtain permission to use a third party’s intellectual property including words, photos, videos, music,
sounds, graphics, and information
Intellectual property is a valuable asset that must be carefully guarded.
We restrict the use of Company Resources for political activity.
You are encouraged to participate in the political process. Your decisions to contribute your own time or money
to any political or related community activity are entirely personal and voluntary. However, unless expressly
authorized by the General Counsel, you cannot use company funds or other resources, or receive company
reimbursement, for political activities, including contributions to political candidates or parties.
23 / Code of Conduct: We Protect Company Resources
Contact the EthicsLine via 1-800-699-3097, or the EthicsLine Reporting Site.
We Need Everyone’s
Commitment to
Live Our Values
Our Code of Conduct provides day-to-day guidance on how to follow the Outerwall values by behaving lawfully,
ethically and responsibly. However, no single document can address every potential ethical dilemma you may
face.
Remember—ethical behavior goes beyond adhering to rules and regulations. If you need help in determining the
right thing to do in a particular situation ask yourself:
•
Would taking this action violate the letter or spirit of any Outerwall policy, law or regulation?
•
Would this action create a conflict between my personal interests and the interests of Outerwall?
•
Would I be uncomfortable telling my family, a jury, or a newspaper about this action?
If you answer “yes” to any of these questions, discuss the situation with your manager. If you prefer to speak to
someone outside of management, contact your HR Business Partner, the Ethics and Compliance Office or the
EthicsLine.
At Outerwall we are committed to creating a better way, the right way,
every day. An important part of your job is to hold yourself and those
you work with to high ethical standards so that we continue to earn the
trust of our customers, business partners, investors, and each other.
Contact info:
Compliance and Ethics Office
[email protected]
©2015 Outerwall Inc. All Rights Reserved.
Outerwall
and EthicsLine
their associated
logos are trademarks
Outerwall
Inc. Reporting
7428.0315 Site.
Contact the
via 1-800-699-3097,
orofthe
EthicsLine