Global Code of Conduct and Ethics
The quality of the services and operations of First Advantage Corporation (“First Advantage” or the “Company”) affects our reputation, productivity, profitability, and market position. Our objective is to create a work environment that allows and encourages all directors, officers, and employees (collectively, the “Covered Persons”) to perform their duties in an efficient, effective manner. For this reason, First Advantage has established a Global Code of Conduct and Ethics (“Code”) that applies to all Covered Persons. Compliance with the provisions of the Code is a basic condition of directorship or employment at First Advantage. In the case of the Company’s non-employee directors, compliance with this Code is subject to the provisions of the Company’s amended and restated certificate of incorporation, amended and restated bylaws and any stockholders’ agreement with the Company.
If a Covered Person violates any part of the Code, they may be subject to corrective action, up to and including termination of directorship or employment. If a transaction is made that violates the Code, the Covered Person may be required to surrender any profit realized from it. The Covered Person has a right to appeal to the next level of management any ruling or decision rendered with respect to the Code.
If a Covered Person becomes aware of a violation of the Code, the Covered Person must report it as provided under “Create a Culture of Open and Honest Communication and Reporting of Illegal or Unethical Behavior.” This information will remain confidential to the extent reasonably possible. It is important to note that no adverse action will be taken against any Covered Person who reports a violation or concern in good faith.
Deliver innovative solutions and insights that help our clients manage risk and hire the best talent.
We endeavor to transform our clients’ process of identifying trustworthiness for employment, residential and vendor decisions. We endeavor to achieve this by creating innovative, customer-centric solutions and a simple and positive applicant experience. We endeavor to have the solutions be delivered globally, with excellence and high integrity, by engaged, collaborative and empowered professionals.
I. Statement of Our Core Values
We at First Advantage pride ourselves on being a committed company with innovative, hard-working, and accountable people. Our values describe how we work with and are judged by our clients, business partners, investors, and each other.
Do the Right Thing
We strive to be open and honest, demonstrating trust and integrity in our work and our interactions – showing consistency between our actions and our words; taking responsibility for what we say and do, while being accountable for end results.
Show Respect for the Individual
Treat others with dignity and respect. The golden rule to treat others like you would like to be treated helps remind us to value and show dignity to each individual appreciating their unique backgrounds, talents, and abilities. We all deserve to work in an environment where we are treated with consideration and where diversity and inclusion are appreciated. First Advantage is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.
Put the Client First
An outside-in approach allows our clients’ needs to shape our solutions, strategies, and success; we work to achieve the highest client satisfaction and to create an environment of mutual respect while driving market value.
Innovate and Create
Out-of-the-box thinking helps create solutions that solve our client’s problems and integrates us into their everyday work processes making us one of the best in the industry.
Collaborate and Appreciate One Another
We strive to create a positive, team-oriented atmosphere that recognizes a job well done and aligns rewards with performance.
II. Statement of Guidelines/Our Commitment
Build Trust and Credibility
The success of our business is dependent on the trust and confidence we earn from our employees, officers, and customers. We gain credibility by adhering to our commitments, displaying honesty and integrity, and reaching company goals solely through honorable conduct. It is easy to say what we must do, but the proof is in our actions. Ultimately, we will be judged on what we do.
When considering any action, it is wise to ask: will this build trust and credibility for First Advantage? Will it help create a working environment in which First Advantage can succeed over the long term? Is the commitment I am making one I can follow through with? The only way we will maximize trust and credibility is by answering “yes” to those questions and by working every day to build our trust and credibility.
Equal Employment Employer
We all deserve to work in an environment where we are treated with dignity and respect. First Advantage is committed to creating such an environment because it brings out the full potential in each of us, which, in turn, contributes directly to our business success. We cannot afford to let anyone’s talents go to waste.
Sexual and Discriminatory Harassment
First Advantage is an equal employment employer and is committed to providing a workplace that is free of discrimination of all types from abusive, offensive, or harassing behavior. First Advantage affords equal employment opportunity to all qualified persons without regard to any impermissible criterion or circumstance. Employees who feel harassed or discriminated against should report the incident to their manager or to human resources or file an anonymous report in confidence, using the First Advantage EthicsPoint hotline at https://fadv.ethicspoint.com.
Create a Culture of Open and Honest Communication and Reporting of Illegal or Unethical Behavior
Any Covered Person at First Advantage who has a concern with, or is aware of, any illegal or unethical behavior, or who believes that an applicable law, regulation, rule or this Code has been violated, including, but not limited to, with respect to First Advantage’s accounting practices, employment practices, business practices, internal controls or auditing matters, must promptly report the matter to his, her or their manager, human resources representative, the Company’s General Counsel, or the Audit Committee or anonymously by submitting a report to EthicsPoint by going to https://fadv.ethicspoint.com or by using the confidential Ethics Hotline at the toll-free number provided through the EthicsPoint website. Employees are encouraged, in the first instance, to address such issues with their managers or the HR manager, as most problems can be resolved swiftly. If for any reason that is not possible or if an employee is not comfortable raising the issue with a manager or HR, First Advantage’s CEO does operate with an open-door policy and concerns can be directed in accordance with the above procedures.
At First Advantage, employees should feel comfortable to speak their mind, particularly with respect to ethics concerns. Managers have a responsibility to create an open and supportive environment where employees feel comfortable raising such questions. We all benefit tremendously when Covered Persons exercise their power to prevent mistakes or wrongdoing by asking the right questions at the right times. An employee who witnesses but is unable to stop suspected misconduct or discovers it after it has occurred, should report it immediately. Managers who receive reports are required to notify the General Counsel of the substance of the report.
Any other interested party may report any violations or suspected violations of this Code, the policies referenced herein or any other applicable legal or regulatory requirement or that concerns any accounting, internal accounting controls or auditing matters by submitting a report to EthicsPoint by going to https://fadv.ethicspoint.com or by using the confidential Ethics Hotline at the toll-free number provided through the EthicsPoint website. Any such report must be accompanied by the name of the person submitting the report.
First Advantage will investigate all reported instances of questionable or unethical behavior in a full and fair manner. This Code will be enforced on a uniform basis for everyone, regardless of position within First Advantage. In every instance where improper behavior is found to have occurred, the Company will take appropriate action, including disciplinary action. Managers and supervisors of a disciplined Employee or Representative also may be subject to disciplinary action for failure to oversee properly a subordinate’s conduct. We will not tolerate retaliation against employees who raise ethics concerns or concerns of violations of this Code in good faith. Any Employee, regardless of the position such person holds, who retaliates against the individual who identifies or reports a violation or suspected violation or any individual who cooperates in an investigation of a reported violation will be subject to discipline and may be terminated.
Set Tone at the Top
Management and directors have the added responsibility of demonstrating, through their actions, the importance of this Code. In any business, ethical behavior does not simply happen; it is the product of clear and direct communication of behavioral expectations, modeled from the top and demonstrated by example. Again, ultimately, our actions are what matters.
To make our Code work, managers must be responsible for promptly addressing ethical questions or concerns raised by employees and for taking the appropriate steps to deal with such issues. Managers, officers, and directors should not consider employees’ or other Covered Persons’ ethics concerns as threats or challenges to their authority, but rather as another encouraged form of business communication. At First Advantage, we want the ethics dialogue to become a natural part of daily work.
First Advantage’s trademarks and service marks are the graphic identity of the product and services that our customers recognize and rely on worldwide. It is important that we respect the property rights of others. We will not acquire or seek to acquire, by improper means, a competitor’s trade secrets or other proprietary or Confidential Information. We will not engage in unauthorized use, copying, distribution or alteration of software or other intellectual property.
We will not selectively disclose (whether in one-on-one or small discussions, meetings, presentations, proposals or otherwise) any material nonpublic information with respect to First Advantage, its securities, business operations, plans, financial condition, results of operations or any development plan. We must be particularly vigilant when making presentations or proposals to customers to ensure that our presentations do not contain material nonpublic information.
We recognize the need to protect the natural environment. As a global company, we are keenly aware of the impact that corporate operations can have on the surrounding environment. Our distributed workforce model minimizes our facilities footprint, while optimizing our global reach, and we are systematically seeking ways to manage, reduce, and positively influence our environmental impact. Using a sustainable mindset, we are using a resource management tool to determine our global resource footprint and identify any significant environmental impacts resulting from our operations. We do not have a vehicle fleet or significant direct fuel consumption, which also mitigates our impact on the environment.
III. Conduct Business With Integrity
Conflicts of Interest
We must avoid any relationship or activity that might impair, or even appear to impair, our ability to make objective and fair decisions when performing our jobs. At times, we may be faced with situations where the business actions we take on behalf of First Advantage may conflict with our own personal or family interests because of the course of action that is best for us personally may not also be the best course of action for First Advantage. We owe a duty to First Advantage to advance its legitimate interests when the opportunity to do so arises. We must never use First Advantage property or information for personal gain or personally take for ourselves any opportunity that is discovered through our position with First Advantage.
Here are some other ways in which conflicts of interest could arise:
- Being employed (you or a close family member) by, or acting as a consultant to, a competitor or potential competitor, supplier, or contractor, regardless of the nature of the employment, while you are employed with First Advantage.
- Directly supervising family members or closely related persons.
- Serving as a board member for an outside commercial company or organization.
- Owning or having a substantial interest in a competitor, supplier, or contractor.
- Having a personal interest, financial interest, or potential gain in any First Advantage transaction.
- Placing company business with a firm owned or controlled by a First Advantage employee or his or her family.
- Accepting gifts discounts favors or services from a customer/potential customer, competitor, or supplier, unless equally available to all First Advantage employees.
Determining whether a conflict of interest exists is not always easy to do. Covered Persons with a conflict-of-interest question should seek advice from management. Before engaging in any activity, transaction or relationship that might give rise to a conflict of interest, employees must seek review from their managers or the HR department.
Gifts, Gratuities and Business Courtesies
First Advantage is committed to competing solely on the merit of our products and services. We should avoid any actions that create a perception that favorable treatment of outside entities by First Advantage was sought, received, or given in exchange for personal business courtesies. Business courtesies include gifts, gratuities, meals, refreshments, entertainment or other benefits from persons or companies with whom First Advantage does or may do business. We will neither give nor accept business courtesies that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or polices of First Advantage or customers, or would cause embarrassment or reflect negatively on First Advantage’s reputation.
Accepting Business Courtesies
Most business courtesies offered to us in the course of our directorship or employment are offered because of our positions at First Advantage. We should not feel any entitlement to accept and keep a business courtesy. Although we may not use our position at First Advantage to obtain business courtesies, and we must never ask for them, we may accept unsolicited business courtesies that promote successful working relationships and good-will with the firms that First Advantage maintains or may establish a business relationship with as long as acceptance does not create a conflict of interest or impartiality.
Covered Persons who award contracts or who can influence the allocation of business, who create specifications that result in the placement of business or who participate in negotiation of contracts must be particularly careful to avoid actions that create the appearance of favoritism or that may adversely affect First Advantage’s reputation for impartiality and fair dealing. The prudent course is to refuse a courtesy from a supplier when First Advantage is involved in choosing or reconfirming a supplier or under circumstances that would create an impression that offering courtesies is the way to obtain First Advantage business.
Meals, Refreshments and Entertainment
Covered Persons may accept occasional meals, refreshments, entertainment, and similar business courtesies that are shared with the person who has offered to pay for the meal or entertainment, provided that:
- They are not inappropriately lavish or excessive;
- The courtesies are not frequent and do not reflect a pattern of frequent acceptance of courtesies from the same person or entity;
- The courtesy does not create the appearance of an attempt to influence business decisions, such as accepting courtesies or entertainment from a supplier whose contract is expiring in the near future; and
- The employee accepting the business courtesy would not feel uncomfortable discussing the courtesy with his or her manager or co-worker or having the courtesies known by the public.
Covered Persons may accept unsolicited gifts, other than money, that conform to the reasonable ethical practices of the marketplace, including:
- Flowers, fruit baskets and other modest presents that commemorate a special occasion.
- Gifts of nominal value, such as calendars, pens, mugs, caps, and t-shirts (or other novelty, advertising, or promotional items).
Generally, Covered Persons may not accept compensation, honoraria, or money of any amount from entities with whom First Advantage does or may do business. Tangible gifts (including gift cards or tickets to a sporting or entertainment event) that have a market value greater than $100 may not be accepted unless approval is obtained from management.
Employees and officers with questions about accepting business courtesies should talk to their managers or the HR department. Directors with questions about accepting business courtesies should talk to the Audit Committee.
Offering Business Courtesies
Any Covered Person who offers a business courtesy must assure that it cannot reasonably be interpreted as an attempt to gain an unfair business advantage or otherwise reflect negatively upon First Advantage. A Covered Person may never use personal funds or resources to do something that cannot be done with First Advantage resources. Accounting for business courtesies must be done in accordance with approved First Advantage procedures.
Other than to our government customers, for whom special rules apply, we may provide nonmonetary gifts (i.e., company logo apparel or similar promotional items) to our customers. Further, management may approve other courtesies, including meals, refreshments, or entertainment of reasonable value, provided that:
- The practice does not violate any law or regulation or the standards of conduct of the recipient’s organization;
- The business courtesy is consistent with industry practice, is infrequent in nature and is not lavish; and
- The business courtesy is properly reflected on the books and records of First Advantage.
IV. Conduct Business Fairly and Report Results Accurately
Accurate Public Disclosures
We will make certain that all disclosures made in financial reports and public documents are full, fair, accurate, timely and understandable. This obligation applies to all Covered Persons, including all financial executives, with any responsibility for the preparation for such reports, including drafting, reviewing, and signing or certifying the information contained therein. No business goal of any kind is ever an excuse for misrepresenting facts or falsifying records.
Covered Persons should inform Executive Management and the HR department if they learn that information in any filing or public communication was untrue or misleading at the time it was made or if subsequent information would affect a similar future filing or public communication.
We create, retain, and dispose of our First Advantage company records as part of our normal course of business in compliance with all First Advantage policies and guidelines, as well as all regulatory and legal requirements.
All corporate records must be true, accurate and complete, and First Advantage data must be promptly and accurately entered in our books in accordance with First Advantage’s and other applicable accounting principles.
We must not improperly influence, manipulate, or mislead any authorized audit, nor interfere with any auditor engaged to perform an internal or independent audit of First Advantage books, records, processes, or internal controls.
Uphold the Law
First Advantage’s commitment to integrity begins with complying with laws, rules, and regulations where we do business. Further, each of us must have an understanding of First Advantage’s policies, laws, rules, and regulations that apply to our specific roles. If we are unsure of whether a contemplated action is permitted by law or First Advantage policy, we should seek the advice from the resource expert. We are responsible for preventing violations of the law and for speaking up if we see possible violations.
Anti-Trust and Competition
We are dedicated to ethical, fair, and vigorous competition. We will sell First Advantage products and services based on their merit, superior quality, functionality, and competitive pricing. We will make independent pricing and marketing decisions and will not improperly restrain trade or cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities in connection with the purchase of goods or services for First Advantage or the sales of its products or services, nor will we engage or assist in unlawful boycotts of particular customers.
Anti-Bribery and Anti-Corruption
First Advantage is committed to doing business around the world with the utmost integrity and in full compliance with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA). We do not tolerate any form of bribery or corruption, regardless of whether the intended recipient is a government official or a commercial business partner. First Advantage also prohibits anyone acting on its behalf from making, offering, soliciting or receiving bribes or other improper payments.
Anti-Slavery and Human Trafficking
Our company does not engage in or support child labor, human trafficking or slavery, and we expect the same of our suppliers. The company does not support companies that are known to utilize any form of child labor, slavery or human trafficking. If you have questions regarding anti-slavery and human trafficking laws, please consult the legal department.
Freedom of Association
First Advantage commits to respect and protect the right of all employees to freedom of association, collective bargaining, the right to organize and to engage in workers’ representation. First Advantage abides by all applicable laws relating to the recognition of trade unions. No employee will suffer victimization, discrimination or any other ill-treatment due to their decision to engage or not engage in workers’ representation.
No Political Advocacy
First Advantage maintains a neutral position regarding political advocacy and does not participate in any form of political lobbying, which includes attempts to influence legislation, regulation, or public policy decisions through direct or indirect means. Our primary focus is on providing exceptional products/services and delivering value to our customers, employees, and stakeholders.
V. Promote Substance over Form
At times, we are all faced with decisions we would rather not have to make and issues we would prefer to avoid. Sometimes, we hope that if we avoid confronting a problem, it will simply go away.
At First Advantage, we must have the courage to tackle the tough decisions and make difficult choices, secure in the knowledge that First Advantage is committed to doing the right thing. At times, this will mean doing more than simply what the law requires. Merely because we can pursue a course of action does not mean we should do so.
Although First Advantage’s guiding principles cannot address every issue or provide answers to every dilemma, they can define the spirit in which we intend to do business and should guide us in our daily conduct.
Each of us is responsible for knowing and adhering to the values and standards set forth in this Code and for raising questions if we are uncertain about First Advantage policies. If we are concerned whether the standards are being met or are aware of violations of the Code, please follow the procedures set forth under “Create a Culture of Open and Honest Communication and Reporting of Illegal or Unethical Behavior” within this Code.
First Advantage takes seriously the standards set forth in the Code, and violations are cause for disciplinary action up to and including termination of employment.
VI. Safeguard Confidential Information
Confidential and Proprietary Information
Confidentiality is essential to our business. All Covered Persons must preserve the confidentiality of Confidential Information entrusted to them by the Company and by clients, other Covered Persons, vendors, and others related to your business. Additionally, all employees agree when they join First Advantage, to keep from disclosing Confidential Information or proprietary information in accordance with local law.. Information learned regarding the Company’s clients and services performed during the course of employment at First Advantage shall be kept confidential and remain confidential.
For purposes of this Code, “Confidential Information” means any and all information, ideas and materials, in whatever form, tangible or intangible, pertaining in any manner to the business of or used by the Company (including, without limitation, any person or entity owned by, controlled by or affiliated with the Company) or to any other person or entity to whom or to which the Company owes a duty of confidentiality. Confidential Information includes, but is not limited to, any trade secret, data, know-how, knowledge, idea, information and materials relating to the past, present, planned or foreseeable business, products, services, developments, technology or activities of the Company. Confidential Information may not be disclosed to any third party without the prior written consent of First Advantage unless such Confidential Information has been previously disclosed by First Advantage or is in the public domain. Obligations under the Confidential Information and Inventions Agreement apply not only to written documents and data, but also to information that can be remembered by memory alone. Employees must exercise confidentiality during employment as well as after they leave First Advantage.
Under no circumstances should any Covered Person use Confidential Information that he/she/they learned in the course of his/her/their employment or relationship with First Advantage for personal gain, personal use, or personal business. Disclosing Confidential Information to persons not entitled to such information and/or assisting others in gaining unauthorized access to First Advantage records or information are clear violations of this Code. The communication of false and malicious information about First Advantage, its clients, other Covered Persons, or its employees is also a violation of this Code.
Notwithstanding the foregoing, you may communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement entity concerning possible violations of any legal or regulatory requirement, and may make disclosures to any governmental entity that are protected under the whistleblower provisions of any law or regulation, so long as (1) such communications and disclosures are consistent with applicable law and (2) the information disclosed was not obtained through a communication that was subject to the attorney-client privilege (unless disclosure of that information would otherwise be permitted by an attorney pursuant to applicable federal law, attorney conduct rules or otherwise). Any agreement inconsistent with the above language between the Company and you is deemed invalid and will not be enforced by the Company.
Internal Operating Procedures and Planning
Covered Persons should be guarded when discussing confidential First Advantage business practices with outsiders. Any requests from outsiders for Confidential Information should be cleared with the supervisor/manager, in the case of employees or officers, or the General Counsel, in the case of directors, before it is released.
Occasionally, management holds meetings with Covered Persons in which material, non-public information concerning First Advantage’s future plans is discussed. A Covered Person should never discuss Confidential Information or provide written copies of confidential written material concerning First Advantage’s internal operating procedures or projections for the future with unauthorized persons outside of First Advantage.
Some Covered Persons are entrusted with client financial status and needs. It is essential that all Covered Persons respect this trust. The names of clients or any non-public information pertaining to them must never be divulged to anyone outside First Advantage, not even to immediate family.
Confidentiality When Leaving First Advantage
Covered Persons who leave the employment of First Advantage must:
- give First Advantage in good condition any and all property, materials, reports or records they or another person developed which are considered Confidential Information of First Advantage; and,
- refrain from communicating, transmitting, or making known to any person or company any information relating to any materials or matters which are considered by First Advantage to be Confidential Information.
Protect and Properly Use Company Resources
First Advantage resources, including time, material, equipment, and information, are provided for First Advantage business use. Nonetheless, occasional personal use is permissible as long as it does not affect job performance or cause a disruption to the workplace.
Covered Persons and those who represent First Advantage are trusted to behave responsibly and use good judgment to conserve First Advantage resources. Managers are responsible for the resources assigned to their departments and are empowered to resolve issues concerning their proper use.
Generally, we must not use First Advantage equipment such as computers, copiers, and fax machines in the conduct of an outside business or in support of any religious, political, or other outside daily activity, except for company-requested support to nonprofit organizations. We must not solicit contributions nor distribute non-work-related materials during work hours.
In order to protect the interests of the First Advantage network and our fellow Covered Persons, First Advantage reserves the right to monitor or review all data and information contained on a Covered Person’s company-issued computer or electronic device, the use of the Internet or First Advantage’s intranet. We will not tolerate the use of First Advantage resources to create, access, store, print, solicit or send any materials that are harassing, threatening, abusive, sexually explicit, or otherwise offensive or inappropriate.
Questions about the proper use of First Advantage resources should be directed to your manager.
First Advantage is a high-profile company in our community, and from time to time, Covered Persons may be approached by reporters and other members of the media. In order to ensure that we speak with one voice and provide accurate information about the Company, we should direct all media inquiries to firstname.lastname@example.org. No one may issue a press release without first consulting with the Director of Communications
Administration of the Code
The Audit Committee oversees this Code, and this Code is administered and monitored by our General Counsel.
From time to time, the Company may waive certain provisions of this Code. Any employee who believes that a waiver may be called for should discuss the matter with the General Counsel. Any waiver of any provision of this Code for executive officers or directors of the Company must be approved by the board of directors of the Company and will be promptly disclosed as required by law or stock exchange regulation. The Audit Committee will periodically assess this Code and approve any amendments.