This Code reflects the commitment of IAC Inc. (“IAC” or the “Company”) to conduct its business affairs in accordance with not only the requirements of law, but also standards of ethical conduct that will maintain and foster the Company’s reputation for honest and straightforward business dealings. The standards in this Code may be further explained or implemented through policy memoranda, including those relating to specific areas of our business. If a law conflicts with a policy in this Code, you must comply with the law. This Code and any related memoranda and manuals are available from Human Resources and IAC’s Legal Department.
This Code applies to all IAC directors, officers and employees, and all directors, officers and employees of IAC’s businesses. Such persons are referred to as “covered persons.” You are strongly encouraged to consult with supervisory personnel or IAC’s Legal Department if you have any questions concerning the requirements or interpretation of this Code. Individuals who violate the standards in this Code may be subject to disciplinary action.
If you are in or aware of a situation which you believe may violate or lead to a violation of this Code or of applicable law, please follow the guidelines described below.
Honest, Lawful and Ethical Conduct: The conduct of covered persons in performing their duties on behalf of the Company must in all situations, as to all matters and at all times, be honest, lawful and in accordance with high ethical and professional standards. The requirement of honest, lawful, and ethical conduct is broad and therefore must be stated in general terms. As such, this Code does not cover every issue that may arise, but instead sets out basic principles to guide all covered persons.
Conflicts of Interest: Conflicts of interest may impair or interfere with the performance of one’s duties to the Company or one’s ability to act in the Company’s best interests. A conflict of interest exists when a covered person’s personal or private interest improperly interferes with, or is or appears to be adverse to, the interests of the Company. A conflict situation can arise when covered persons take actions or have interests that may make it difficult to perform their work for the Company objectively and effectively. Conflicts of interest often arise directly, but may also arise indirectly when covered persons receive improper personal benefits as a result of their positions with the Company.
While it is impossible to foresee every potential conflict that could arise, examples of conflicts of interest could include affiliations with or investments in competitors, customers, suppliers, or others who do business with IAC. All covered persons must be sensitive to potential conflicts and avoid them where possible. The Company respects the privacy of its directors, officers and employees and their right to engage in outside activities (which for outside directors expressly includes serving as an officer, employee or director of, or maintaining a significant direct or indirect beneficial ownership interest in, another entity) that do not conflict with the interests of, do not interfere with the performance of their duties on behalf of, and do not reflect poorly on the Company. The Company nonetheless has the right and obligation to determine whether conflicts of interest exist and to take appropriate action to address them.
Before engaging in any material transaction or relationship (including accepting an officer or director position with another entity or making a significant direct or indirect investment in another entity) that reasonably could give rise to an actual or apparent conflict of interest, covered persons must provide full and fair disclosure of all relevant facts and circumstances to IAC’s Chief Legal Officer. Upon learning of an actual or potential transaction or relationship involving a covered person that could present a material conflict of interest, IAC’s Chief Legal Officer shall undertake to obtain the relevant facts necessary to determine an appropriate course of action. After evaluating the transaction or relationship, IAC will determine the appropriate protective measures, if any, which measures may include prohibiting such transaction or relationship.
In most cases, whatever would constitute a conflict for a covered person also would present a conflict if it involved a member of such covered person’s family. In particular, if your spouse or other close family member works for a firm that does business or competes with the Company, your supervisor and the Legal Department at your business should be advised of the situation in writing.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with senior management or the Legal Department at your business.
Corporate Opportunities: Covered persons are prohibited from taking advantage, for themselves or other affiliated companies or persons, of any opportunity that is in any IAC line of business or in which IAC has an interest or expectancy. If you have a question about whether a given opportunity is covered by this prohibition, you should consult with IAC’s Chief Legal Officer before pursuing it.
No outside directors of IAC shall be deemed to have violated the terms of this provision if a specific opportunity came to any of their attention through any means not connected with their service to IAC.
In addition, covered persons may not use corporate property or information or their positions with IAC for personal gain.
Compliance with Laws, Rules and Regulations: Complying with the law is the foundation on which IAC’s ethical standards are built. It is IAC’s policy to be a good “corporate citizen.” All covered persons must comply with applicable governmental laws, rules and regulations. Reasons such as “everyone does it” are unacceptable excuses for violating the requirements of the law or this Code.
Certain legal requirements are covered in specific IAC policies with which you should be familiar. Examples include IAC’s policies against discrimination and harassment and on compliance with anti-bribery laws. Although not all covered persons are expected to know the details of all of the laws applicable to their work, it is important to know enough to determine when to seek advice from your supervisors or managers and/or the Legal Department or other appropriate personnel at your business. Any suspected or actual violation of any applicable law, rule or regulation should be reported immediately to your immediate supervisor or the Legal Department at your business.
Insider Trading: Covered persons who, as a result of their employment at or other association with the Company, are in possession of material, non-public information about any publicly traded company (including IAC) may not engage in transactions in the securities of such companies and should not share such information with anyone who might engage in such transactions. This topic is covered by IAC’s Securities Trading Policy, with which you should be familiar. Insider trading is not only unethical, but also illegal, and could expose you to civil and criminal penalties. If you should have questions in this area, please consult IAC’s Legal Department.
Discrimination and Harassment
Discrimination/Equal Employment Opportunity: IAC is committed to providing equal opportunities for all employees and job applicants and ensuring that all personnel decisions and actions - including with regard to recruitment, hiring, placement, compensation, promotion, transfer, training, disciplinary action, benefits, layoff, termination and any other term or condition of employment - will be made and administered without regard to race, color, creed, religion, sex, gender, gender identity or expression, sexual orientation, national origin or ancestry, age, marital status, military or veteran status, physical or mental disability, medical condition including genetic characteristics, pregnancy or any other characteristic protected under applicable federal, state or local law. Certain state or local laws applicable to the office or business where you work may provide for additional legal protections. Collectively, the characteristics identified in this paragraph are “Protected Characteristics.”
Harassment Prohibited: IAC is committed to a workplace free of harassment, including sexual harassment. Examples of harassment include (i) negative verbal or written statements and/or other actions that are directed at an employee because of a Protected Characteristic and (ii) verbal or written statements and/or other actions that demean a person or persons because of a Protected Characteristic and, although not necessarily directed to a particular employee, are offensive to a group of employees. Harassment of employees on the basis of Protected Characteristics – which includes, among other things as set forth above, conduct based on gender, sexual orientation, sex (including pregnancy), and gender identity or expression – is unlawful, unacceptable, against IAC’s policies and values, and will not be tolerated. Such conduct undermines the positive work environment that IAC is committed to fostering, an environment that supports integrity, respect, trust, responsibility and fairness. For the same reasons, IAC will not tolerate retaliation against any individual who reports harassment or otherwise participates in the reporting or investigation of a harassment claim.
These topics are covered by IAC’s Policy Prohibiting Discrimination, Harassment and Retaliation, with which you should be familiar.
Human Rights: IAC is committed to respecting and upholding the fundamental human rights of all individuals affected by its operations, including employees, contractors, suppliers, customers, and other stakeholders. IAC is dedicated to conducting its business affairs in accordance with international labor standards and guidelines, and this policy is informed by the United Nations’s Universal Declaration of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work. IAC acknowledges the importance of principles that promote a fair and ethical workplace, including:
- The Elimination of All Forms of Forced or Compulsory Labor. IAC strictly prohibits the use of forced, bonded, or involuntary labor in any aspect of its operations. The Company shall not tolerate any form of human trafficking or slavery, and all employees and business partners are expected to adhere to this policy. All work performed at IAC shall be voluntary, and no employee shall be compelled to work against their will.
- Freedom of Association and the Effective Recognition of the Right to Collective Bargaining. IAC recognizes the right of freedom of association. This means, consistent with applicable laws, that employees have a right to choose whether or not to join a union, trade union, or other organization of choice. IAC fully complies with applicable laws regulating that process and any collective bargaining. Interference or discrimination against employees for exercising their right of freedom of association or any other rights under applicable law will not be tolerated at IAC or any of its subsidiaries. IAC fully supports harmonious and constructive working environments.
- The Effective Abolition of Child Labor. IAC is dedicated to protecting the rights of children and preventing child labor in any form. The Company shall not employ individuals below the legal minimum age for employment in any country where it operates. IAC will comply with all relevant laws and regulations related to child labor and shall work diligently to identify and address any instances of child labor within its supply chain.
- A Safe and Healthy Working Environment. IAC is committed to the health, safety, and well-being of its employees and stakeholders. The Company shall comply with all relevant health and safety laws and regulations and strive to create a work environment free from hazards and risks.
- The Elimination of Discrimination in Respect of Employment and Occupation. This principle is discussed further above, see Discrimination and Harassment polices above and below.
Antitrust Compliance: Antitrust is the general term for laws that protect the free enterprise system by promoting open and fair competition in business. These laws exist in the United States and many other countries where IAC conducts business, and are vigorously enforced. It is IAC’s policy to compete fairly in the marketplace based on the Company’s ability to provide superior products and services and to avoid improper actions that may violate antitrust rules and regulations, are anti-competitive, or unreasonably restrain trade. Any activity that undermines this commitment is unacceptable. The laws governing this area are complex, and employees should seek counsel before taking any action they believe may raise antitrust issues.
Disclosure, Financial Reporting, and Accounting: The Company is committed to providing full, fair, accurate, timely and understandable disclosure in all reports and documents filed with or submitted to the U.S. Securities and Exchange Commission (“SEC”) and in all other public communications made by the Company. All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation and brought to the attention of IAC’s Chief Accounting Officer.
Any covered person who learns of any material information affecting or potentially affecting the accuracy or adequacy of the disclosures made by the Company in its SEC filings or other public statements shall bring the matter promptly to the attention of a member of the IAC Disclosure Committee. The Disclosure Committee consists of IAC’s Chief Legal Officer, IAC’s Chief Financial Officer and such other employees of IAC as may be designated from time to time.
Senior management (including senior financial officers) of IAC’s businesses shall report their respective financial results to IAC senior management in a way that enables IAC to fairly present its consolidated financial position and consolidated results of operations and cash flows in conformity with accounting principles generally accepted in the United States, applied on a consistent basis.
Any covered person who learns of any information concerning (i) significant deficiencies or material weaknesses in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data accurately, or (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls, shall bring the matter promptly to the attention of a member of the Disclosure Committee.
Upon receipt of any such information, the Disclosure Committee shall investigate the matter, consult with senior management as warranted, confer with the Audit Committee of IAC’s Board of Directors (if appropriate) and ensure that any necessary corrective action is taken.
Confidentiality: Covered persons must maintain the confidentiality of confidential information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized by the Legal Department at your business or IAC (as applicable), required by laws or regulations, or ordinary and necessary in the course of carrying out your responsibilities as an employee, officer or director of the Company.
Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers or suppliers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment or service with the Company or any of its businesses ends. However, nothing in this Code is intended to prohibit employees from providing information to government agencies (such as the SEC, IRS, EEOC or NLRB) if they are legally entitled or required to do so.
Waivers: Any waiver of any provision of this Code for executive officers or directors of IAC may be made only by the IAC Board of Directors (or a properly authorized IAC Board committee) and will be promptly disclosed publicly along with the reasons for such waiver as required by law or Nasdaq regulation.
Compliance Procedures: We must all work to ensure prompt and consistent action in response to violations or potential violations of this Code. However, in some situations, it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
- Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
- Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
- Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
- Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
- Ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
Enforcement: The Company is committed to the full, prompt and fair enforcement of the provisions of this Code. The failure to report a violation of this Code may itself be a violation of the Code.
How to Report Violations
Any employee of the Company who learns of information indicating that a violation of this Code of Ethics has been or is about to be committed shall immediately report the facts to:
- The general counsel of your business (or his or her designee), if applicable;
- IAC’s Legal Department;
- Through our confidential, anonymous reporting hotline at 1-877-777-7940; or
- By visiting our confidential, anonymous reporting portal at reportit.net.
See our Employee Complaint Procedures for Accounting and Auditing Matters for information about making anonymous reports. After logging in to ReportIt, employees will be asked to provide the “Nature of Incident” being reported and should select “Ethics/Compliance” from the drop-down menu that appears under “Type of Report.”
Whenever a general counsel of an IAC business learns of a reported violation of this Code that involves a violation of law (including any violation of the securities laws) or otherwise appears to be particularly serious, he or she shall immediately inform IAC’s Chief Legal Officer.
Protection for Reporting Violations
It is prohibited, and is a violation of this Code of Ethics, for anyone associated with the Company to retaliate in any way against anyone who has reported to the Company in good faith information indicating that a violation of this Code may have occurred or may be about to occur.
Prohibited forms of retaliation include adverse employment actions (such as termination, suspension and demotion), the creation of a hostile work environment and any other type of reprisal for the good-faith reporting of a possible violation of this Code of Ethics.
Investigating Reports of Violations:
- Upon receipt of a report of a possible violation of this Code of Ethics, the Legal Department at IAC or the relevant business, as the case may be, shall promptly initiate an investigation to gather the relevant facts. All lawful and appropriate investigative means and methods may be utilized in the conduct of the investigation.
- All covered persons shall cooperate in the investigation when called upon to do so. A failure to cooperate may itself constitute a violation of this Code.
- The IAC Legal Department shall be kept apprised of the progress and informed of the results of investigations performed by the Legal Departments of IAC’s businesses.
- In conducting and monitoring investigations, IAC’s Legal Department shall consult and coordinate as appropriate with IAC senior management, as well as IAC’s Internal Audit and Human Resources Departments and Audit Committee, and shall seek to ensure that the provisions of this Code of Ethics are applied and enforced consistently.
Sanctions for Violations:
- Appropriate disciplinary action shall be determined upon completion of the investigation, if IAC’s Chief Legal Officer or the general counsel of the relevant business, as the case may be, concludes that a violation of this Code of Ethics has been committed and disciplinary action is warranted.
- Any violation of this Code may result in serious sanctions by the Company, which may include dismissal, suspension without pay, loss of pay or bonus, loss of benefits, demotion or other sanctions.
- Any disciplinary action to be taken against a covered person shall be subject to the approval of senior management (or, in the case of IAC directors, the Audit Committee), and shall be carried out by the Human Resources Department of the relevant business or IAC.