Code of business conduct

1. Give primacy to client interests.

The client comes first. Morrow Sodali’s commitment is to give priority to the interests of the client and to provide value-added service. Accordingly, data and information derived from our work are used exclusively for the benefit of clients. Morrow Sodali does not offer products or services that are incompatible with our mission or damaging to our relationship with clients or institutional investors.

2. Avoid conflicts of interest.

Morrow Sodali’s business model is designed to be conflict-free in an environment where conflicts of interest are common. As a gatekeeper to relations between companies and institutional investors, Morrow Sodali must be trusted by both. Accordingly, Morrow Sodali does not accept assignments that conflict with the interests of our clients or their long-term investors. In the event of a contested solicitation or a hostile takeover bid involving two or more clients, Morrow Sodali will give priority to defense of the targeted client company.

3. Mantain the confidentiality of non-public information.

Morrow Sodali’s business depends on: (1) the willingness of clients to disclose internal data and information with confidence that it will remain confidential; (2) the willingness of institutional investors to share information about their ownership and proxy voting decisions without fear that it will be misused; and (3) our ability to work confidentially with custodians and other agents to overcome obstacles to communication and share voting. Accordingly, Morrow Sodali does not disclose confidential information publicly or sell it to any third party.

4. Customize our advice and services.

As a global company built upon local expertise, Morrow Sodali’s services are designed to add value in the context of each client’s individual business circumstances and strategic goals. In all our services we recognize the importance of local business practices and legal requirements while seeking to help companies deal with global expectations.

Accordingly, Morrow Sodali customizes its advice and services for each client and does not use standardized “off-the-shelf” products.

5. Foster business integrity and long-term goals.

Morrow Sodali’s reputation is based on our commitment to good corporate governance, fair treatment of shareholders, ethical business practices and effective policies relating to the environment, societal issues, stakeholders and the wellbeing of communities served by client companies. Accordingly, this commitment informs all our work with clients and supports their efforts to achieve sustainable long-term performance.

All members of the Morrow Sodali team are obligated to honor this Code of Business Conduct.

March 2012 ©

Download PDF