Code of Business Conduct

Acting with Integrity Around the Globe
Act with integrity. Be honest. Follow the law. Comply with the Code. Be accountable.

Act with integrity.

Integrity is fundamental to Cogent Global Solutions. Along with our other values of leadership, passion, accountability, collaboration, diversity, and quality, it is a pillar of our 2020 Vision. Integrity means doing what is right. By acting with integrity, we reflect positively on the values and reputation of the Company and its brand everywhere we operate. We all want to do what is right, for ourselves and for Cogent Global Solutions. The Code of Business Conduct will help guide us. The Code defines how employees should conduct themselves as representatives of Cogent Global Solutions. The Code addresses our responsibilities to the Company, to each other, and to customers, suppliers, consumers, and governments. We must follow the law, act with integrity and honesty in all matters, and be accountable for our actions.

Who Must Follow the Code?

The Code of Business Conduct applies to all employees of Cogent Global Solutions Company and its suppliers. Use of the terms “Cogent Global Solutions” and “the Company” throughout this document refers collectively to Cogent Global Solutions.


The Code and the Law

Company operations and Company employees are subject to the laws of many countries and other jurisdictions around the world. Employees are expected to comply with the Code and all applicable government laws, rules and regulations. If a provision of the Code conflicts with applicable law, the law is the greater authority. Because Cogent Global Solutions is incorporated in the United States, our employees around the world often are subject to U.S. laws. Other countries also may apply their laws outside their borders to Company operations and personnel. If you are uncertain what laws apply to you, or if you believe there may be a conflict between different applicable laws, consult Company legal counsel before proceeding.


Anonymity and Confidentiality

When making a report to the Ethics & Compliance Office, you may choose to remain anonymous, however, you are encouraged to identify yourself to facilitate communication. If you make your identity known, the Ethics & Compliance Office and investigators will take every reasonable precaution to keep your identity confidential, consistent with conducting a thorough and fair investigation. To help maintain confidentiality, avoid discussing these issues, or any investigation, with other employees. Because we strive to maintain strict confidentiality in all investigations, you may not be informed of the outcome of an investigation.



The Company takes all reports of possible misconduct seriously. We will investigate the matter confidentially, make a determination whether the Code or the law has been violated, and take appropriate corrective action. If you become involved in a Code investigation, cooperate fully and answer all questions completely and honestly.


No Retaliation

The Company values the aid of employees who identify potential problems that the Company needs to address. Any retaliation against an employee who raises an issue honestly is a violation of the Code. If an employee has raised a concern honestly or participated in an investigation this cannot be the basis for any adverse employment action. Adverse action includes separation, demotion, suspension, loss of benefits, threats, harassment or discrimination. If working with someone who has raised a concern, or provided information in an investigation, that person should be still be treated with courtesy and respect. If you believe someone has retaliated against you, report the matter to the Ethics & Compliance Office.



Making False Accusations

The Company will protect any employee who raises a concern honestly, but it is a violation of the Code to knowingly make a false accusation, lie to investigators, interfere or refuse to cooperate with a Code investigation. Honest reporting does not mean that you have to be right when you raise a concern; you just have to believe that the information you are providing is accurate.


Business and Financial Records

Ensure the accuracy of all Company business and financial records. These include not only financial accounts, but other records such as quality reports, time records, expense reports and submissions such as benefits claim forms and resumes. Ensuring accurate and complete business and financial records is everyone’s responsibility, not just a role for accounting and finance personnel. Accurate recordkeeping and reporting reflect on the Company’s reputation and credibility as well as ensuring that the Company meets its legal and regulatory obligations.

  • Always record and classify transactions in the proper accounting period, appropriate account, and department. Do not delay or accelerate the recording of revenue or expenses to meet budgetary goals.
  • Estimates and accruals must be supported by appropriate documentation and be based on your best judgment.
  • Ensure that all reports to regulatory authorities are full, fair, accurate, timely and understandable.
  • Never falsify any document.
  • Do not distort the true nature of any transaction.
  • Never enable another person’s efforts to evade taxes or subvert local currency laws. For this reason, payments should generally be made only to the person(s) or firm that provided the goods or services. Payments should be made in the supplier’s home country, place of business, or where the goods were sold or services provided unless the supplier legitimately has assigned payment or sold its accounts receivable to another entity. Exceptions must be approved by the Ethics & Compliance Office.


Strive for Accuracy

Employees must strive for accuracy when preparing any information for the Company, but honest mistakes occasionally will happen. Intentional efforts to misrepresent or improperly record transactions, or otherwise to falsify a Company business record, are Code violations.



Medical Coverage

An employee attempted to obtain Company medical coverage for her adult children by submitting a form claiming that her children were full-time students. In fact, her children were no longer students. The employee falsified Company records.


Revenue Recognition

A sales manager estimated that he would not meet his targets for the month. To make up the difference, he hired an external warehouse to receive a product and recorded shipments to the warehouse as sales. The sales manager falsified financial records.


Company Assets

Protect the Company assets and use those assets in the manner intended. Do not use Company assets for personal benefit or the benefit of anyone other than the Company.


  • Use common sense. For example, the occasional personal phone call or e-mail from your workplace is acceptable. Excessive personal calls or e-mail is a misuse of assets. • Company policy may allow additional personal use of certain assets, such as a Company car or wireless communication device. Always check relevant local policies to ensure you are using Company assets as intended. Theft of Company assets—whether physical theft such as unauthorized removal of Company product, equipment or information, or theft through embezzlement or intentional misreporting of time or expenses—may result in termination and criminal prosecution. The Company treats workplace theft of assets belonging to other employees the same way it treats theft of Company assets. The use of Company assets outside of your Company responsibilities— such as using your Company work product in an outside venture or using Company materials or equipment to support personal interests—requires prior written approval from your Local Ethics Officer. You must have this approval renewed annually if you continue to use the asset outside of work.


Use of Time, Equipment and Other Assets

  • Do not engage in personal activities during work hours that interfere with or prevent you from fulfilling your job responsibilities.
  • Do not use Company computers and equipment for outside businesses, or for illegal or unethical activities such as gambling, pornography or other offensive subject matter.
  • Do not take for yourself an opportunity for financial gain that you learn about because of your position at the Company, or through the use of Company property or information.


Examples of Company Assets

  • Company money • Company product • Employees’ time at work and work product • Computer systems and software • Telephones • Wireless communication devices • Photocopiers • Tickets to concerts or sporting events • Company vehicles • Proprietary information • Company trademarks



Loans from the Company to executive officers are prohibited. Loans from the Company to other officers and employees must be approved in advance by the Board of Directors or its designated committee.


Use of Information

Safeguard the Company’s nonpublic information, which includes everything from contracts and pricing information to marketing plans, technical specifications, and employee information.


Nonpublic Information

Do not disclose nonpublic information to anyone outside the Company, including to family and friends, except when disclosure is required for business purposes. In such an event, take appropriate steps, such as the execution of a confidentiality agreement, to prevent misuse of the information. Do not disclose nonpublic information to others inside the Company unless they have a business reason to know, and communications have been classified open to the public. Employees are obligated to protect the Company’s nonpublic information at all times, including outside of the workplace and working hours, and even after employment ends. Retain or discard Company records in accordance with the Company’s record retention policies. Company legal counsel occasionally may issue notices regarding retention of records in the case of actual or threatened litigation or government investigation. Employees must abide by the directions contained in these notices, as failure to do so could subject the Company and employees to serious legal risks.



The Company respects the privacy of all its employees, business partners, and consumers. Personal data responsibly and in compliance with all applicable privacy laws. Employees who handle the personal data of others must: • Act in accordance with applicable law; • Act in accordance with any relevant contractual obligations; • Collect, use, and process such information only for legitimate business purposes; • Limit access to the information to those who have a legitimate business purpose for seeing the information; and • Take care to prevent unauthorized disclosure.


Conflicts of Interest

Act in the best interest of Cogent Global Solutions Company while performing your job for the Company. A conflict of interest arises when your personal activities and relationships interfere or appear to interfere, with your ability to act in the best interest of the Company. Take particular care if you are responsible for selecting or dealing with a supplier on behalf of the Company. Your personal interests and relationships must not interfere or appear to interfere, with your ability to make decisions in the best interest of the Company. When selecting suppliers, always follow applicable Company procurement guidelines.


Relatives and Friends

Many employees have relatives who are employed by or invest in customers or suppliers of Cogent Global Solutions Company. These financial interests do not create a conflict under the Code unless:


  • You have discretionary authority in dealing with any of these companies as part of your job with Cogent Global Solutions Company; or
  • Your relative deals with Cogent Global Solutions Company on behalf of the other company.


In either of these situations, you must have written approval from your Local Ethics Officer, and you must renew this approval annually. If your relative is employed by a competitor of the Company, you must seek written approval from your Local Ethics Officer, and renew it annually. You may have friends who are employed by or have ownership interests in, customers or suppliers of Cogent Global Solutions Company. If you deal with such a customer or supplier, take care to ensure that your friendship does not affect, or appear to affect, your ability to act in the best interest of the Company. If you are uncertain whether your friendship may create an issue, consult your manager, Local Ethics Officer. In addition, personal relationships at work must not influence your ability to act in the best interest of the Company and must not affect any employment relationship. Employment-related decisions should be based on qualifications, performance, skills, and experience.



Supplier Selection

Q: It is my job to select a supplier for the Company. One of the suppliers being considered is a company owned by my spouse. Do I need to take any precautions?

A: In this situation, your interest in your spouse’s business conflicts— or at least appears to conflict—with your responsibility to select the best supplier for Cogent Global Solutions Company. You should consult your manager and Local Ethics Officer. The best course of action is either for you not to be involved in the selection process, or for your spouse’s business to be eliminated from consideration.

My Brother

Q: My brother works for Company X, which is one of our customers, but he has no dealings with Cogent Global Solutions Company. I work in Sales, but have had no contact with Company X. I now have been asked to manage the Company X account. What should I do?

A: Tell your manager about your brother’s employment, because in your new job you will have discretionary authority in dealing with Company X. If your manager still wants you to work on the Company X account, seek written approval from your Local Ethics Officer


What Is Nonpublic Information?

It is any information that the Company has not disclosed or made generally available to the public. Examples include information related to: • Employees* • Inventions • Contracts • Strategic and business plans • Major management changes • New product launches • Mergers and acquisitions • Technical specifications • Pricing • Proposals • Financial data • Product costs


Gifts, Meals, and Entertainment

Do not accept gifts, meals, entertainment, or any other favor, from customers or suppliers if doing so might compromise, or appear to compromise, your ability to make objective business decisions in the best interest of Cogent Global Solutions Company. Acceptance of gifts, meals or entertainment that exceeds the following limitations must be approved in writing by your Local Ethics Officer.



  • Do not accept gifts in exchange for doing, or promising to do, anything for a customer or supplier.
  • Do not ask for gifts from a customer or supplier.
  • Do not accept gifts of cash or cash equivalents, such as gift cards.
  • Do not accept gifts of more than modest value. Examples of acceptable gifts include a logo pen or t-shirt, or a small gift basket at holiday time.
  • Gifts of symbolic value, such as trophies and statues that are inscribed in recognition of a business relationship, may be accepted.
  • Gifts or discounts offered to a large group of employees as part of an agreement between the Company and a customer or supplier may be accepted and used as intended by the customer or supplier.


Meals and Entertainment

  • Do not accept meals or entertainment in exchange for doing, or promising to do, anything for a customer or supplier.
  • Do not ask for meals or entertainment from a customer or supplier.
  • You may accept occasional meals and entertainment from customers and suppliers if the event is attended by the customer or supplier, and the costs involved are in line with local custom for business-related meals and entertainment. For example, ordinary business meals and attendance at local sporting events generally are acceptable.


Travel and Premium Events

If you are invited by a customer or supplier to an event involving out-of-town travel or an overnight stay, or to a premium event such as the Olympics, World Cup, Super Bowl or Academy Awards, consult your manager to determine if there is the adequate business rationale for your attendance. If there is, Cogent Global Solutions Company should pay for your travel and attendance at the event.


Refusing Gifts, Meals, and Entertainment

If you are offered a gift, meal or entertainment that exceeds the limits noted above, politely decline and explain the Company’s rules. If returning a gift would offend the giver or the circumstances under which it was given preclude its return, you may accept the gift but should notify your Local Ethics Officer. The Local Ethics Officer will work with you either to donate the item to charity or to distribute or raffle the item among a large group of employees.


Gifts, Meals, and Entertainment for Customers and Suppliers

Gifts, meals, and entertainment for customers and suppliers must support the legitimate business interests of the Company and should be reasonable and appropriate under the circumstances.


Tickets and Housing for Personal Use

Tickets to sporting events or other entertainment venues that are offered by a customer or supplier for your personal use, without attendance by the customer or supplier, are considered gifts. They should not be accepted unless offered to a large group of employees as part of an agreement between the Company and the customer or supplier. The same is true of personal use of a condominium or vacation home, or personal travel on a private aircraft.


Dealing with Governments

The global nature of our business often requires that we interact with officials of various governments around the world. Transactions with governments are covered by special legal rules and are not the same as conducting business with private parties. Consult Company legal counsel to be certain that you are aware of, understand and abide by these rules. In general, do not offer anything to a government official—directly or indirectly—in return for favorable treatment. You must obtain prior approval from Company legal counsel before providing anything of value to a government official. Ensure that any such payments are properly recorded in the appropriate Company account.



Many countries, such as the United States and the United Kingdom, have passed legislation criminalizing bribery of government officials. The sanctions for violating these laws can be severe, including significant individual and corporate fines, and even imprisonment.


Bribes Are Prohibited

A bribe is giving or offering to give anything of value to a government official to influence a discretionary decision. Examples of bribes include payment to a government official to encourage a decision to award or continue business relations, to influence the outcome of a government audit or inspection, or to influence tax or other legislation. Other payments to government officials also may constitute bribes in some jurisdictions. Consult Company legal counsel regarding local anti-bribery laws.


“Anything of Value”

This phrase means anything that might have value to a government official, including cash, gifts, meals, entertainment, business opportunities, Company product, offers of employment and more. There is no monetary threshold; any amount could be construed as a bribe.


The U.S. Foreign Corrupt Practices Act

Because Cogent Global Solutions is incorporated in the United States, the U.S. Foreign Corrupt Practices Act, which prohibits bribes to officials of non-U.S. governments, applies to all employees around the world. Consult Company legal counsel about additional local laws that may be applicable.


Certain Items May Be Acceptable

A gift of a certain item of value to a government official may be allowable under certain narrow exceptions. Obtain approval from Company legal counsel before making any such payment. In some circumstances, legal counsel may be able to provide blanket approvals for certain well-defined, interactions with government officials. In addition, employees should consult Public Affairs & Communication personnel responsible for government relations to ensure that they are acting in accordance with Company policy and guidelines regarding government relations.


Hiring Government Officials

The Company may hire government officials to perform services that have a legitimate business purpose, and that do not conflict with the government official’s duties, such as hiring an off-duty police officer to provide security at a Company event. All such hiring decisions must be approved in advance by Company legal counsel.


Improper Payments by Third Parties

The Company and/or its employees may be held liable for bribes paid by a third-party agent or consultant acting on the Company’s behalf. Take particular care when evaluating a prospective third party who might interact with the government on behalf of the Company. You must not engage a third-party agent or consultant if there is a reason to believe that the agent or consultant may attempt to bribe a government official. Ensure that all agents and consultants agree to abide by the Code of Business Conduct for Suppliers to Cogent Global Solutions Company, which contains antibribery provisions.


Refer to the Anti-Bribery Policy for more specific guidance about payments to government officials and engaging third parties.


Dealing with Customers, Suppliers, and Consumers

The Company values its partnerships with customers, suppliers, and consumers. Treat these partners, in the same manner, we expect to be treated. Always deal fairly with customers, suppliers, and consumers, treating them honestly and with respect: • Do not engage in unfair, deceptive or misleading practices. • Always present Company products in an honest and forthright manner. • Do not offer, promise or provide anything to a customer or supplier in exchange for an inappropriate advantage for the Company. We expect our suppliers will take no action contrary to the principles of our Code. Accordingly, the owner of each supplier relationship should ensure adherence to the Code of Business Conduct for Suppliers to Cogent Global Solutions Company is a condition of the supplier agreement.


Dealing with Competitors

Take care in dealing with competitors and gathering information about competitors. Various laws govern these sensitive relationships. Competition Law competes fairly and complies with all applicable competition laws around the world. These laws often are complex and vary considerably from country to country—both in the scope of their coverage and their geographic reach. Conduct permissible in one country may be unlawful in another. Penalties for violation can be severe. Accordingly, the Company has adopted Competition Law Guidelines applicable in various parts of the world. Employees should consult Company legal counsel and these Guidelines to understand the particular competition laws and policies applicable to them.


Competitive Intelligence

Employees are encouraged to collect, share and use information about our competitors, but to do so only in a legal and ethical manner. Just as the Company values and protects its own nonpublic information, we respect the nonpublic information of other companies.


Acceptable Intelligence Gathering

It is acceptable to collect competitive intelligence through publicly available information or ethical inquiries. For example, you may gather and use information from sources such as  • Publicly available filings with government agencies • Public speeches of company executives • Annual reports • News and trade journal articles and publications


You also may ask third parties about our competitors or accept competitive intelligence offered by a third party, as long as there is no reason to believe that the third party is under a contractual or legal obligation not to reveal such information.


Prohibited Activities

The following basic restrictions apply to our ability to gather competitive intelligence: • Do not engage in any illegal or illicit activity to obtain competitive information. This may include theft, trespassing, eavesdropping, wiretapping, computer hacking, invasion of privacy, bribery, misrepresentation or searching through the trash. • Do not accept, disclose or use competitive information that you know or have reason to believe was disclosed to you in breach of a confidentiality agreement between a third party and one of our competitors.


Administration of the Code

The Code of Business Conduct is designed to ensure consistency in how employees conduct themselves within the Company, and in their dealings outside of the Company. The procedures for handling potential violations of the Code have been developed to ensure consistency in the process across the organization. No set of rules can cover all circumstances. These guidelines may be varied as necessary to conform to local law or contract.



The responsibility for administering the Code rests with the Ethics & Compliance Committee, with oversight by the Chief Financial Officer, General Counsel and Audit Committee of the Board of Directors. The Ethics & Compliance Committee is comprised of senior leaders representing corporate governance functions as well as operations.


Investigation of Potential Code Violations

The Company takes all reports of potential Code violations seriously and is committed to confidentiality and a full investigation of all allegations. The Company’s Audit, Finance, Legal, Ethics & Compliance, and Strategic Security personnel may conduct or manage Code investigations. Employees who are being investigated for a potential Code violation will have an opportunity to be heard prior to any final determination. The Company follows local grievance procedures in locations where such procedures apply.



The Ethics & Compliance Committee makes all decisions about Code violations and discipline, however, may delegate certain categories of decision to local management. Those found to have violated the Code can seek reconsideration of the violation and disciplinary action decisions


Disciplinary Actions

The Company strives to impose discipline that fits the nature and circumstances of each Code violation. Violations of a serious nature may result in suspension without pay; loss or reduction of merit increase, bonus or termination of employment.


When an employee is found to have violated the Code, notation of the final decision, and a copy of any letter of reprimand, will be placed in the employee’s personnel file as part of the employee’s permanent record.


Reporting of Code Decisions and Investigations

The Ethics & Compliance Office periodically report all pending Code investigations and final Code decisions, including disciplinary actions taken, to senior management of the Company and to the Audit Committee of the Board of Directors. The Ethics & Compliance Office also posts a representative sample of Code violations, with personal identifying characteristics removed, on the Ethics & Compliance intranet site for the education of employees.


Signature and Acknowledgement

All new employees must sign an acknowledgment form confirming that they have read the Code of Business Conduct and agree to abide by its provisions. All employees will be required to make similar acknowledgments on a periodic basis. Failure to read the Code or sign the acknowledgment form does not excuse an employee from compliance with the Code.



Waivers of any provisions of this Code for officers of the Company must be approved by the Board of Directors or its designated committee and will be disclosed promptly to the extent required by law.


Environmental Policy

We are committed to minimizing the environmental impact of our operations. In particular, we will achieve this through our commitment to: • comply with all relevant legislation and regulations; • regularly review the environmental impact of our activities, endeavor to reduce our overall environmental impact and prevent waste using best practice techniques; • involve employees in our environmental program and provide necessary training to enable them to discharge their responsibilities; • sustain a program of continual improvement in environmental performance incorporating suitable measurement and monitoring mechanisms; • work with key suppliers to encourage them to develop environmental best practice; and • improve resource efficiency (including our use of water, energy and raw materials).


Equal Employment Opportunity

Cogent Global Solutions prohibits any and all types of harassment or discrimination of our Employees by other Employees or outside parties. Harassment or discrimination based on race, color, religion, age, sex, sexual orientation, gender identity, pregnancy, marital status, national origin, disability, veteran status, or other legally protected status, is inappropriate, offensive, and will not be tolerated. All Employees are responsible for maintaining a positive working environment, free of discrimination and harassment, and free of hostile, threatening, or intimidating behavior. At Cogent Global Solutions we have policies in place to ensure a harassment and discrimination free environment, but more importantly, we believe that following these policies is simply the right thing to do!


Diversity Commitment

At Cogent Global Solutions, Diversity is more than a word; it is an expression of our operations in every way. A diverse workforce keeps Cogent strong and innovative, and we seek to mirror the communities we serve. Our People are our greatest strength, and they are an amazing group of Employees from different backgrounds and countries. This means more richness in the diversity of ideas, knowledge, and actions, which helped create the powerful corporate Culture for which we are known. A Spirit of Inclusion brings a Company together, and we embrace different perspectives and celebrate those who dare to bring their best forward.