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Switch is committed to addressing major business ethics risks and to upholding the highest ethical standards among its executives, employees, and business partners, while addressing ethics risks related to our business.
The company has adopted a Code of Business Conduct and Ethics (the “Code”) to encourage:
Oversight and Ethical Risk Assessments
Switch’s Ethics policy is overseen by the Switch Board of Directors Audit Committee, which is comprised of three independent board members. At least annually, the Committee is required to meet with senior management and our third-party auditors to consider and discuss Switch’s ethics policy as set forth in the Code of Business Conduct and Ethics, and to discuss the procedures in place to enforce the Code’s provisions. The Audit Committee must also discuss Switch’s policies with respect to risk assessment and risk management, ensuring that measures are in place to continually identify and mitigate ethics-related risks faced by the company. Please reference our Audit Committee Charter for additional information regarding Audit Committee responsibilities.
Managers and supervisors have an important responsibility to lead by example and maintain the highest standards of behavior. Department and business unit leaders should promote a work environment where employees understand their responsibilities and feel comfortable raising issues and concerns without fear of retaliation. If a manager becomes aware of an ethics violation or has knowledge of a potential ethics related issue, they are expected to take immediate steps toward resolution.
As a set of guidelines for employee behavior, Switch has established “Culture Codes” intended to guide and inspire our team to achieve its highest potential each and every day.
It is the responsibility of all Switch employees to understand and to comply with the code. Subject to applicable law, if an employee violates the policies and procedures in our Code, they may be subject to disciplinary action, up to and including termination of employment. If an employee believes their actions may violate our Code, they are instructed to raise the issue to their direct supervisor and the VP of Human Resources. Switch may waive application of the policies set forth in our Code only when circumstances warrant granting a waiver based on the best interests of Switch and its shareholders. A waiver of any Switch policy or section of our Code requested by an employee must be approved by the employee’s manager and the Compliance Officer. Employee waiver requests will be reviewed and granted on a case-by-case basis. Waivers of the Code for directors and executive officers must be approved by disinterested directors and will be disclosed as required by applicable law or regulation.
Investigations of reported incidents, including potential violations of the Code, are conducted by the Switch Human Resources department and the Legal Department. Corrective actions will be based on the facts and circumstances of each particular situation. Any employee or other Covered Person found to have violated the Code or applicable local, state, or federal laws may be subject to civil damages, criminal fines, or imprisonment. Individuals accused of violating the Code will be given an opportunity to present his or her version of the relevant events prior to the conclusion of any investigation or decision on corrective action.
All employees are required to complete an annual training assessment on the Code, including our policies regarding Bribery and Corruption, as described below.
Acceptable Behavior
As referenced in the Code of Business Conduct and Ethics, employees have an obligation to conduct Switch’s business in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Any situation that involves, or may reasonably be expected to involve, a conflict of interest, should be disclosed promptly to Switch Legal.
Employees may not engage in any conduct or activities that are inconsistent with Switch’s best interests or that disrupt or impair Switch’s relationship with any person or entity with which Switch has or proposes to enter into a business or contractual relationship.
Employees may not accept compensation, in any form, for services performed for Switch from any source other than Switch. Employees may not take up any management or other employment position with, or have any material interest in, any firm or company that is in direct or indirect competition with Switch.
Definition and Prohibition of Bribery
No employee should ever offer, make or authorize a payment or provide a benefit to an individual or company that is intended to influence, or that appears to improperly influence a business decision. In addition, no employee should ever request or accept a bribe or a kickback of any sort.
Switch prohibits bribes, kickbacks or any other form of improper payment, whether made directly or indirectly to any representative of government, labor union, client or supplier in order to land a contract, secure some other business advantage, or influence or obtain government action.
Conflicts of Interest
A conflict of interest occurs when an employee’s private interests interfere, or appear to interfere, with Switch’s interests as a whole. For example, a conflict of interest can arise when an employee takes actions or have personal interests that make it difficult to perform that employee’s duties objectively and effectively. A conflict of interest may also arise when an employee or a member of an employee’s family or household receives improper personal benefits as a result of their position at Switch.
Managerial Oversight and Risk Assessments
Our Audit Committee is responsible for overseeing our risk management process with respect to financial risks, including bribery and corruption. Managerial responsibility for bribery and corruption sits with executive management, specifically the Chief Financial Officer and Chief Legal Officer. Annual Financial, Information Technology and Enterprise Risk assessments are performed in accordance with applicable frameworks (e.g. SOX, NIST, ISO, COSO). These risk assessments are inclusive of fraud, bribery and corruption risks and are evaluated within the context of the type of risk assessment. All risk assessment findings are reported to executive management and where applicable, action plans are created to mitigate any identified risk.
Operating Guidelines and Internal Monitoring
Switch’s Code of Business Conduct and Ethics and Policy for Accounting Complaints are policies (or operating guidelines) which govern record keeping, approval procedures and appropriate behavior. These polices are reviewed and updated where necessary by our legal team, specifically our Corporate Secretary.
The two main internal monitoring systems to detect and report corruption are Switch’s Ethics and Whistleblower Hotline and Switch’s quarterly sub-certification program. All Switch employees have access to our independent third-party Ethics and Whistleblower hotline to report potential instances of fraud, bribery, and/or corruption. Complaints can be submitted via email, phone, or through the internal website created for all employees. In addition, on a quarterly basis, executives within the organization must complete a sub-certification questionnaire that addresses fraud, bribery and corruption. These questionnaires are reviewed by the Chief Financial Officer and head of Switch Internal Audit.
In addition to regular review of the questionnaires, Internal Audit annually audits the Switch Handbook which is inclusive of all of Switch’s ethical standards and anti-corruption policies. Internal Audit also performs annual audits of entity level controls as part of the SOX audit inclusive of ethical standard controls. Beyond annual SOX and Switch Handbook audits, Internal Audit includes all operations into consideration when performing their annual financial risk assessment which drives the audit scope for the year.
Reporting and Consultation on Ethical Issues
Switch promotes ethical behavior at all times and encourages its employees to talk to a direct supervisor, Switch human resources or a Switch executive when in doubt about the best course of action in a particular situation.
Employees are instructed to promptly report suspected violations of laws, rules, regulations, or of the Code itself. In most cases, a direct supervisor or Switch Human Resources will be in the best position to resolve the matter. If the issue persists, employees are encouraged to report the issue to Switch Legal or any Switch executive.
Reports may be made anonymously. If requested, confidentiality will be maintained, subject to applicable law, regulations and legal proceedings and to the extent practicable.
Reports submitted through the hotline described below are received and processed by our third-party independent partner, Lighthouse Services. These reports are documented within a web application that the head of Switch Internal Audit, Chief Legal Officer and VP of Human Resources have access to. Internal Audit is an independent objective department reporting directly to the Audit Committee Chair and responsible for assisting in responding to whistleblower reports.
All whistleblower reports are disclosed and communicated to the Audit Committee on a quarterly basis. Each report outlines the type of misconduct and measures taken to address each report. Reports are available in English and Spanish.
Non-Retaliation
To encourage employees to report any and all violations, Switch will not tolerate retaliation for reports made in good faith. Retaliation or retribution against any employee for a report made in good faith of any suspected violation of laws, rules, regulations or this Code is cause for appropriate disciplinary action.
Policies Related to Third-Parties
Switch’s commitment to compliance with anti-bribery and anticorruption laws extends to the third parties with whom we do business. Third-party guidelines include the following:
Ethics Hotline
If employees are not comfortable discussing certain ethical matters with Switch personnel, Switch has established an independent hotline available 24/7 to receive concerns regarding Switch’s financial statements or accounting matters, as well as conflicts of interests and violations of its Code of Business Conduct and Ethics.
| WEBSITE | www.lighthouse-services.com/switch |
| reports@lighthouse-services.com (must identify Switch in the email) | |
| PHONE | (844) 440-0097 |
| FAX | (215) 689-3885 (must identify Switch on the cover page) |
Switch is active in advocating for policies at the Federal, State and Local levels of government that impact our company, our environment and our technology future in general. As a growing company, we believe it is important to have effective elected and appointed leaders in government who support and understand our industry. This includes appropriate political support for political candidates and issues. All contributions are made in accordance with applicable federal, state and local laws and regulations.
All practices Switch implements in support of this policy are directed by Switch’s SVP of Government and Public Affairs and executed through the government affairs team in accordance with the policy directive. Under the direction and vision of our CEO, Switch’s SVP of Government and Public Affairs develops political contribution activities and process all political support requests for consideration. The CFO, President and CEO review plans, budget, and overall progress on a regular basis.
Switch also pursues strategic memberships in organizations that advocate for policies we support; including: Governor’s Office of Economic Development in Nevada, the Metro Chamber of Commerce in Las Vegas, The Global Economic Alliance in Las Vegas, The Right Place in Grand Rapids, the Grand Rapids Chamber, Detroit Chamber of Commerce, the Georgia State Chamber of Commerce, the Douglas County Chamber of Commerce, Energy Storage Association and many more.
Employees are entitled to campaign or voice support for the lawful political candidates of their choice. Under no circumstance are employees authorized to endorse, voice support of, or campaign for an elected or running official by virtue of, or in their capacity as an employee, agent or representative of Switch. Switch encourages employees to fulfill their civic responsibilities by participating in all local, state and federal elections, including primaries. If employees are unable to vote in an election during non-working hours, Switch may grant up to three hours of paid-time-off to vote.
Switch engages advocacy representatives in Washington, D.C., Nevada, Michigan and Georgia to further our interests and to assist in policy development that impacts our company.
Switch believes in total transparency of its activities in the lobbying and political contribution arena. The company complies with all required ethics and lobbying disclosure requirements and strictly adheres to various laws and regulations concerning gifts, entertainment, lobbying expenses and reporting requirement in each jurisdiction which currently is the Nevada Revised Statues, Georgia Ethics in Government Act, the Michigan Lobbying Disclosure Act 1995.
All lobbying activities are executed through the government affairs team, led by the SVP of Public and Government Affairs. All practices we implement in support of the policy are under the direction of our CEO and President in accordance with the policy directive.
Switch maintains a library of additional policies and procedures to ensure its services are Tier 5 Platinum compliant and meet Switch’s aggressive sustainability standards. Switch secures these policies on site, to avoid the security risks of espionage, terrorism, sabotage, and cyber attack, inherent in unauthorized duplication, proliferation, or exploitation of these policies. If you would like additional detail or an on-site tour of Switch’s facilities to inspect these policies, please contact the Investor Relations Team (investorrelations@switch.com) or the Switch Policy team (policy@switch.com).
