CODE OF BUSINESS CONDUCT
MAKING THE RIGHT CHOICES
DOING THE RIGHT THINGS
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The Baker McKenzie Code of Business Conduct
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Dear Colleagues,
Our reputation is our most valuable asset. We earn it each day with the choices
we make. And each of us has a duty to preserve it, by making the right choices
and doing the right things — for our clients, our communities, the Firm and
ourselves — within the law and our professional responsibilities.
Making the right choice is not always straightforward or simple. Laws are not
always clear and sometimes conflict. Legal standards differ. Rules apply beyond
the borders of the enforcing nations, creating extraterritorial rules at odds with
local practices. Business pressures tempt some to cut corners.
We developed the Baker McKenzie Code of Business Conduct to ensure that
every partner, lawyer and employee in the Firm knows the principles that are
to guide us in the choices we make and in the way we behave. The Code spells
out our legal and ethical obligations and responsibilities in a number of areas. It
provides guidance on how to act when specific, clear policies are not available.
And it also reflects our commitment as a signatory to the UN
Global Compact to align our policies and operations with the
Compact’s principles in the areas of human rights, fair
labor, the environment and anti-corruption.
We expect you to read this Code and abide by our
principles, policies and standards.
We expect you to seek guidance when you have
questions about the Codeoritsapplication.
And, to the extent permissible under local privacy
and employment laws, weexpect you to report any
violations you learn about or suspect.
All of us share in the benefits of Baker McKenzie’s
good name. We also share a responsibility to preserve
and protect it. Thank you for doing your part.
Our Code of Business Conduct
Jaime Trujillo
Acting Chairman of the Executive Committee
The Baker McKenzie Code of Business Conduct
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CONTENTS
4 6
Guiding Principles About Our Code of Business Conduct
10
10 When It Comes to People
11 Diversity and Inclusion
11 Harassment
11 Workplace Behavior
13 Support and Development
13 Healthy and Safe Work Environment
13 Alcohol and Prohibited Substances
15 When It Comes To Clients
15 Uncompromising on Quality
15 Shared Knowledge
15 Client/Matter Acceptance
16 Time Recording and Billing
16 Business Entertainment and Courtesies
16 Investments in Client Companies
17 Directorships and Other Fiduciary
Roles with Clients
17 Compliance with Sarbanes-Oxley
17 Money Laundering Prevention
19 When It Comes to Dealing withOthers
19 Avoiding Conflicts of Interest
19 Relationship at Work
20 Compliance with Anti-Corruption Laws
20 Purchasing Policies and Suppliers
21 When It Comes to Dealing with Sanctions
21 When It Comes to Dealing with Competitors
23 When It Comes to Financial and Other
Information
23 Accuracy of Financial and Other
Information
23 Protecting Confidential Information
24 Privacy and Personal Information
24 Insider Trading
25 Document and Records Retention
25 When It Comes to Technology
and Communication
25 Using Firm Information Systems
27 Using Social Media
27 Dealing with the News Media
28 When It Comes to the World
and Our Communities
28 Safeguarding the Environment
28 Community Service
28 Political Activities
28 Pro Bono Legal Services
Making the Right Choices. Doing the Right Things.
06 What Is Expected?
07 How Do You Decide?
07 Where Do You Go for Guidance?
08 Can You Report Issues Anonymously?
08 What Should You Do if There’s an Investigation?
08 What Are the Penalties for Violations of the Code?
08 Are You Protected from Retaliation?
The Baker McKenzie
Code of Business Conduct
The Baker McKenzie Code of Business Conduct
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The Baker McKenzie Code of Business
Conduct is intended to help everyone at
Baker McKenzie, partners and employees
alike, comply with all applicable laws,
rules and regulations as well as the
Firm’s policies and standards. Because
no code can address every situation, we
developed these Guiding Principles as
touchstones for decisions and behavior
across our Firm.
Guiding
Principles
The Baker McKenzie Code of Business Conduct
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We honor and
obey the law.
We are a law firm. We have a
personal and professional duty
to know the law, and to apply
and obey it. We must always
advise our clients to do the same.
We are one firm.
What one of us does, all of us do. We
mustact with integrity and honor in all
of our dealings, everywhere, every day.
Because what we do reflects upon
Baker McKenzie.
We are responsible for what we do.
We are accountable to each other for
what we do and what we fail to do.
For the quality of our advice and service;
the integrity of our decisions and actions.
We take our professional
responsibilities seriously.
As a law firm, it is our duty to understand
and abide by the ethical standards of the
courts and the bar/law societies where
we practice.
We treat everyone fairly
and with dignity.
We have embraced diversity, inclusiveness
and the ideal of equal opportunity
since our founding. There is no place for
prejudice, discrimination, bias or abuse in
our culture of friendship.
We are competitive,
but compete fairly.
We deal honestly with clients, suppliers,
competitors and each other. We don’t
engage in bribery or permit anyone to do
so on our behalf. We don’t direct business
to family, friends or businesses in which
we have a personal stake.
We protect the information
entrusted to us.
We are privy to sensitive, confidential
information. We must keep these
confidences, using both our discretion
and our technologies to protect them.
We absolutely do not act on or share
insider information.
We don’t do business
with disreputable characters.
We have legal and professional
obligations to know our clients and
to refuse to do business with those
involved in illegal or corrupt activities
or whose source of funds is suspect.
We must conduct due diligence before
beginning work for a client.
If we decline to represent someone,
we must do so in writing.
We are truthful
and transparent.
Our word is our bond. We are honest
in our dealings with clients, each other
— everyone we deal with. We keep
accurate and timely records of our
work and time. We bill in accordance
with the standards and agreements
to which we are subject.
We owe thanks and service
to our communities.
We embrace our obligations as
responsible corporate citizens to use
resources wisely and to give back
to thecommunities that support us.
The Baker McKenzie Code of Business Conduct
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Our Code of Business Conduct applies to everyone
working at Baker McKenzie and affiliated entities.
Weexpect those with whom we do business, including
suppliers and vendors, to honor these principles.
What Is Expected?
Every partner and employee is expected to read and understand:
• The Baker McKenzie Code of Business Conduct
• Where and when to obtain guidance on applying the Code
• Their obligation to report violations or suspected violations of this Code
1
• Their obligation to cooperate with investigations into violations or suspected
violations
• Their obligation to escalate issues until the issues are appropriately addressed
• The duty of supervisors to provide sufficient oversight to detect violations by
those they supervise, and
• The duty of those receiving reports to address violations fairly, objectively and
expeditiously, without retaliation against those reporting them in good faith.
The Firm has particularly high expectations for partners and those in management
roles. They are expected to lead by example, create a culture of ethical behavior,
and foster an environment in which those they supervise are familiar with the
Code and comfortable seeking guidance and reporting possible Code violations.
About Our Code of
Business Conduct
1 Duties to report known or suspected violations of the Code, and the procedures for doing so, apply
only to the extent that they are permitted by and comply with applicable local privacy, labor and
employment laws.
The Baker McKenzie Code of Business Conduct
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How Do You Decide?
The following sections of our Code explain our compliance obligations and Firm
standards in a number of specific areas. Many of these standards are a starting
point. They do not address specific local laws, regulations and professional
standards, which you also need to consider and comply with.
You may encounter circumstances where the Firm does not have a policy or
standard. Or you may not be certain that a policy is applicable to the facts in front
of you. If so, ask yourself these questions to help you make the right choices and do
the right things:
• Does it violate the law or professional ethics?
• Is it inconsistent with the letter and spirit of this Code?
• Would I be embarrassed if friends or family knew I did this?
• Could this cause harm to the Firm or damage to its reputation?
• Could this cause physical, emotional or other harm to someone?
• Would I be embarrassed if this were reported in a blog or news story?
If you can answer “no” to all of these questions, you are likely to be on safe ground.
Ifyou say “yes” or “I’m not sure” to any of them, seek guidance.
Where Do You Go for Guidance?
In most instances, your supervisor or a member of local management should be
able to help you understand and apply our Code. If you are not satisfied with
their guidance, ask others for guidance until you believe your concern has been
appropriately addressed.
If you become aware of or suspect a violation of this Code, professional responsibilities
or the law, you must notify your supervisor or a member of local management
promptly. If you prefer not to go to your supervisor or local management, or they have
not addressed your concern to your satisfaction, you should report your concern to the
Firm’s General Counsel or Director of Professional Responsibility.
2
Alternatively, you may report suspected violations or ask questions via our
Code of Business Conduct Hotline. You can do this by telephone or online,
using a confidential reporting tool known as EthicsPoint, which is managed by
NAVEX Global (a provider of ethics and compliance services to more than 10,000
organizations worldwide). EthicsPoint reports can be made confidentially (and
anonymously if you prefer), where permitted by local law. The Hotline will allow
anyone in the Firm to ask questions, seek guidance or report concerns. It provides
an important additional tool to help ensure that we all comply with the Code and
always conduct ourselves according to the highest ethical standards.
Business Conduct
2 Local data privacy laws may restrict you from reporting certain issues outside of your home country.
The Baker McKenzie Code of Business Conduct
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In addition, the Firm has established PointONE contacts in every office, as well as
in practice groups and functions. These are people you can speak to if something
in the workplace concerns you, whether it be about your own experiences or the
conduct or behaviour of others. They are people who will give you a listening ear,
trained to be skilled and supportive, in a safe space. The purpose of the PointONE
contacts is to provide you an additional avenue for raising a concern or complaint,
toward creating a more respectful and inclusive workplace for everyone. Further
details are available through the PointONE Program.
Can You Report Issues Anonymously?
Knowing your identity will help the Firm conduct the most thorough investigation
into your concerns, so we encourage you to identify yourself when reporting a known
or suspected violation. However, if you are uncomfortable identifying yourself, you
may report anonymously in most jurisdictions. No matter how you choose to report,
the Firm will investigate your concerns and take appropriate action.
What Should You Do if There’s
an Investigation?
Any actual or suspected misconduct must be taken seriously and addressed
promptly. If you are asked for information as part of an investigation, you
should cooperate fully, respond truthfully to questions asked, and preserve
allrelevant documents and information, including electronic documents, images
and emails, as instructed by the investigator.
What Are the Penalties for Violations
of the Code?
Violations of our Code, policies or the law can lead to disciplinary action up to and
including termination; involuntary withdrawal for partners. Violators also may
be subject to civil or criminal sanctions. Keep in mind that you are responsible for
both what you do and what you observe or become aware of others doing. Failure
to report violations can result in disciplinary action, even if you were not directly
responsible for the wrongdoing. This is particularly true for those in supervising roles.
Are You Protected from Retaliation?
The Firm prohibits retaliation against anyone who in good faith reports any
known or suspected unethical or illegal conduct. It also prohibits retaliation
against those who participate in related investigations. If you believe you have
been subject to acts of retaliation, immediately notify the General Counsel or
the Director of Professional Responsibility.
The Baker McKenzie Code of Business Conduct
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Our reputation is our
most valuable asset.
Weearn it every day
with the choices we
make.
The Baker McKenzie Code of Business Conduct
10
Making the
Right Choices
Doing the
Right Things
When It Comes to People
We are committed to diversity and inclusion in our
people, support and development of their talent, and
dignity and safety in our workplaces. Baker McKenzie
also is a signatory to the UN Global Compact,
a voluntary global initiative in which we have
committed to align our policies and operations with
ten principles in the areas of human rights, fair labor,
the environment and anti-corruption.
The Baker McKenzie Code of Business Conduct
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Diversity and Inclusion
Baker McKenzie was founded on the idea of diversity. From our earliest days,
we have strived to nurture a respectful, inclusive environment that encourages
diverse individuals to thrive personally and professionally as full contributors to
the success of the Firm and the clients we serve. We do not permit or tolerate
discrimination in our workplaces. This means:
• All personnel decisions must be: a) respectful of differences among employees
and potential employees, b) based on factors relevant to their ability to perform
the work they are, or would be expected to do, and c) in accordance with all
applicable laws and regulations.
• This includes decisions related to the recruiting, hiring, assignment,
compensation, training and development, promotion and dismissal of personnel,
as well as other terms and conditions of employment.
• Applicable local laws, which we follow, vary, but differences that we strive to
overlook in personnel decisions include race, color, creed, religion, citizenship,
national origin, ethnicity and/or cultural background, age, sex, gender, gender
identity/expression, sexual orientation, marital status, pregnancy and disability.
Harassment
We do not tolerate harassment in the workplace. This applies whether the person
being harassed or doing the harassing is an employee or a non-employee.
Harassment involves a pattern of abusive and degrading conduct (such as, among
other things, verbal abuse, sexually explicit or derogatory comments or images,
mimicry, unwanted touching, or lewd or offensive gestures or jokes) that someone
did not solicit or invite and which the harassed person reasonably regards as
undesirable or offensive. Harassment also may take the form of bullying, as when an
individual or group seeks to intimidate, degrade, humiliate or undermine co-workers.
Such harassment can occur in or outside the office, or through social media.
Harassment violates the law in many jurisdictions when the content of the
harassment relates to any of the victim’s protected characteristics. However, the
Firm’s policy applies to all forms of harassment, and the Firm may take action
against those responsible for harassment absent specific legal protections for the
person being harassed where it deems appropriate.
Workplace Behavior
As a Firm, we are committed to building and maintaining a positive, safe, diverse
and inclusive working environment. We have expectations about the way we deal
with one another, and certain types of behavior are not acceptable at
Baker McKenzie. To help everyone understand what we expect of one another,
the Firm has a Respect, Inclusion and Workplace Behavior Policy, which all our
people are required to be familiar with and abide by. It addresses harassment,
discrimination and bullying, bystander responsibilities, how concerns or complaints
may be raised and dealt with, and consequences for breaches. The Firm takes
inappropriate conduct seriously, and everyone is required to be familiar with our
workplace expectations, including as set forth in this Policy.
The Baker McKenzie Code of Business Conduct
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What one of us does,
all of us do. We must
act with integrity and
honor in all of our
dealings, everywhere,
every day.
The Baker McKenzie Code of Business Conduct
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Support and Development
We are committed to developing the talents and skills of our people. We were
among the first law firms to create a Development Framework for our lawyers, and
have adapted it in frameworks for the development of our business services teams.
This means:
• We expect our lawyers and, where applicable, business services personnel to be
familiar with the Development Framework for their roleand the personal qualities
and performance expectations for their level of work.
• We expect those supervising others to be clear about their performance
expectations, and to provide opportunities for training and development aswell
as regular feedback to those they supervise.
• We expect supervisors to ensure that everyone under their supervision receives a
formal performance review at least once a year.
• We also expect all our lawyers and business services personnel to undertake
training both internally and externally appropriate to their roles and
responsibilities.
Healthy and Safe Work Environment
We are committed to maintaining a healthy and safe work environment in all
offices. Dangerous, abusive or violent behavior, or the threat of such behavior, is
prohibited and will not be tolerated. This means:
• We must conduct ourselves in a safe manner, following all applicable safety laws
and regulations.
• Each office is expected to have a disaster preparedness plan, and ensure that
partners and employees are familiar with disaster response requirements.
• We strictly prohibit the sale, possession, distribution or use of illegal substances
and the misuse of prescription medications in our workplaces. It is a violation to
work while under the influence of drugs, alcohol or other substances that impair
your ability to work safely and effectively.
• Where appropriate to local custom or law, it is permissible to consume alcohol
responsibly and in moderation at Firm-sponsored or -authorized events where
alcohol is served.
• Weapons and firearms are not permitted on our premises unless required by local
law or job responsibility (e.g., a security officer).
Alcohol and Prohibited Substances
All Baker McKenzie people are required to perform their work professionally and
not engage in conduct which may threaten the business or reputation of the
Firm. Being under the influence of alcohol or other substances is prohibited in the
workplace or at work-related events, or anywhere that your conduct may affect the
reputation of the Firm or safety and well-being of our people. Compliance requires
only responsible consumption and professional conduct. In addition, bystander
intervention is expected and encouraged, to protect one another, the Firm and
third-parties. Our Alcohol and Prohibited Substances Policy contains more details.
The Baker McKenzie Code of Business Conduct
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Consistent with the
law and our ethical
obligations, we put
our clients first in the
way we think, work
and behave.
The Baker McKenzie Code of Business Conduct
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When It Comes to Clients
Consistent with the law and our ethical obligations, we put
our clients first in the way we think, work and behave. Our
Client Service Principles call for us to “be uncompromising
on quality,” “get under the skin of the commercial issues”
and “keep it simple, make it look easy,” among other things.
They inform and guide our behavior on behalf of clients.
Uncompromising on Quality
Our reputation rests on the quality of our people, advice and service. That
means we must assign the right people to each matter, give them clear and
sufficient instruction so they do the right things in discharging the work, and
supervise them appropriately to ensure that they do things the right way.
Shared Knowledge
Our shared legal, practical and market-related knowledge is more powerful
than our individual knowledge. Clients expect us to bring this global know-
how to everything we do. And doing so ensures that we will be perceived as
the premier firm we aspire to be.
The know-how produced while working for the Firm is a Firm asset. Every
lawyer is expected to share their know-how, directly upon request for advice
or assistance, or indirectly by using Firm knowledge management systems and
processes. Our lawyers also are expected to call on the knowledge of others
when issues are beyond their experience, knowledge or jurisdiction, and to use
shared know-how responsibly.
Client/Matter Acceptance
Law firms, like people, are known by the company they keep. This means:
• We have legal and professional obligations to know our clients, and to
refuse to do business with those whose activities violate the law or whose
source of funds is suspect.
• We are expected to conduct client due diligence before beginning work, and
to confirm in writing to people if we decline to represent them.
• We are required to provide a Firm-approved letter of engagement to each
new client and an assignment letter to each existing client before starting
work on anew matter.
• Engagement and assignment letters must include or reference the Firm’s
Standard Terms of Engagement, unless an exemption has been approved in
advance by the Executive Committee.
We also have professional ethical obligations to avoid conflicts of interest in our
representation of clients and to notify clients quickly if a conflict should arise.
The Baker McKenzie Code of Business Conduct
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Time Recording and Billing
We have a professional duty, and contractual obligation, to provide our clients
with timely, complete and accurate reports on the work we do and, if required,
the time we spend on their matters. The Firm does not tolerate practices that are
inconsistent with our billing policies.
Business Entertainment and Courtesies
Our Client Service Principles encourage us to get to know our clients personally and
“turn relationships into friendships.” But we must always keep in mind that client
relationships are business relationships and certain lines must not be crossed.
We must be particularly careful not to offer, give, ask for or accept gifts,
entertainment or other similar benefits with the intent of obtaining or retaining
business or otherwise improperly influencing the client’s decisions or business
affairs or our own behavior.
Appropriate business courtesies are not considered to be bribes. To ensure that
the exchange of business courtesies could not be construed as a form of bribery,
business courtesies should be all of the following:
• Of appropriate value and compliant with applicable laws
• Consistent with the policies of both the giver’s and the recipient’s employer
• In no way offered or accepted with the intent of obtaining or retaining business
orotherwise improperly influencing a company’s business affairs or decisions,
orour own behavior; and
• Properly approved and reported in compliance with local policies.
In all matters, you should use sensible judgment to determine whether what is proposed
could be seen to be inconsistent with these principles. If in doubt, seek guidance.
Investments in Client Companies
Partners and employees are prohibited from investing in a client’s business,
subsidiary or affiliate business entities (except through stock or securities of a
publicly held company under certain conditions) unless they notify and obtain the
prior approval of the Executive Committee.
Directorships and Other Fiduciary Roles with Clients
If you work for the Firm in any capacity, you may not agree to serve as a director (or in
any other fiduciary role) of any entity (client or otherwise) that could result in individual
liability to you or vicarious liability to the Firm without prior written permission.
The Baker McKenzie Code of Business Conduct
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Compliance with Sarbanes-Oxley
The United States has established rules and standards of professional conduct for
lawyers who appear and practice before the US Securities & Exchange Commission
on behalf of securities issuers. The Sarbanes-Oxley rules apply to lawyers inside
and outside the United States who practice before the SEC in the representation of
“issuers.” The term “practice” is broadly defined.
The rules require a lawyer to report evidence of material violations of US securities
laws or breach of fiduciary duty or similar violations to the issuer’s chief legal counsel
or chief executive officer (or the equivalent of those positions). If the issuer’s chief
legal counsel or CEO does not respond appropriately, the lawyer is then required to
report the evidence to the issuer’s audit committee, another committee of independent
directors, or the full board of directors.
It is Firm policy to comply with these obligations. We have established a Sarbanes-Oxley Attorney
Reporting Compliance Committee to advise and assist Firm lawyers in complying with these
requirements, and Firm lawyers are required to report violations to this committee.
Money Laundering Prevention
Our policy is to conduct business only with reputable clients involved in legitimate
business activities using funds derived from legitimate sources. We are committed
to compliance with all anti-money laundering and anti-terrorism laws. We do not
participate in, or help clients participate in, money-laundering activities.
This means that we do not ourselves and we do not help others conceal the sources of
money to avoid disclosing its sources, uses, or paying taxes. We do not participate in or
facilitate transactions that involve proceeds that we know or suspect are from criminal
activities, such as terrorism, narcotics, tax evasion, and fraud. We also do not help
others use funds to finance terrorist activity.
It is important to keep in mind that the level of knowledge needed for one to suspect
or conclude that money laundering has taken place is low. You can be deemed in
violation if prosecutors believe that you became aware of the need for some inquiry
and declined to make that inquiry because you did not wish to know the truth.
Accordingly, if you believe that a client, supplier or anyone else may be involved in
money-laundering activities, report your suspicion immediately to your supervisor
or a member of local management, who in turn is required to notify the Director of
Professional Responsibility promptly.
The Baker McKenzie Code of Business Conduct
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Every partner, lawyer
and employee must
know the principles
that are to guide us in
the choices we make.
The Baker McKenzie Code of Business Conduct
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When It Comes to Dealing with Others
Avoiding Conflicts of Interest
We must avoid any investment, interest or association
that interferes, or might interfere, withthe independent
exercise of our own individual best judgment and our
obligation toperform our responsibilities in the best
interests of the Firm. With respect to suppliers, this means:
• We will avoid actual or apparent conflicts with the Firm’s interests.
• We will deal with all suppliers doing business with the Firm in a fair and
objective manner without favor or preference based upon personal financial
or relationship considerations.
• We will not accept from any supplier any gift or entertainment (except those
discussed under “Business Entertainment and Courtesies”), or leverage a
supplier relationship for personal benefit.
• We will not do business on behalf of the Firm with a member of our household
or close relative or have a financial interest in any company that does
business with the Firm, unless the transaction is disclosed to the Director of
Professional Responsibility and determined to be on arms-length terms.
Relationship at Work
A conflict of interest, whether actual or perceived or both, can arise from a close
personal relationship at work – for example, a physically intimate relationship,
or a family relationship. In such a relationship between co-workers or colleagues,
a person’s personal interests could, or could appear to have the potential to,
clash with their professional interests and obligations, or undermine or appear to
undermine one’s impartiality. To help provide guidance regarding responsibilities
if Baker McKenzie people enter into a close personal relationship at work,
the Firm has a Relationship at Work Policy. The Policy highlights the conflicts
concerns that arise from close personal relationships, and sets forth disclosure
requirements for such relationships. The Policy also provides guidance on how to
address or avoid actual, perceived or potential conflicts of interest in the event
of a close personal relationship, with the assistance of relevant management.
While we respect the privacy of our people, protecting the welfare of our
people and business is paramount. The Policy is subject to any legal obligation
or regulatory requirement under applicable law, though under no circumstances
will conflicts of interest, coercive or exploitative relationships, or unprofessional
behavior be tolerated.
The Baker McKenzie Code of Business Conduct
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Compliance with Anti-Corruption Laws
As a global enterprise, we must comply with a variety of anti-corruption laws.
These laws apply to our interactions with governments and government officials.
They also cover our dealings with clients and suppliers, as well as the dealings of
third parties acting on our behalf.
The Firm, its lawyers, its employees and its clients have important obligations
under various anti-bribery and anti-corruption laws, including but not limited
to the US Foreign Corrupt Practices Act (the FCPA), which covers, among other
things, the corrupt payment of bribes to foreign government officials. The UK
Bribery Act and similar laws in other jurisdictions also apply to us and may apply
to our clients. We must comply, and we must counsel our clients to comply with
those laws wherever applicable.
The Firm has developed the following simplified guidance to assist you in
complying with this policy:
1. We expect and require that you will not bribe anyone. Bribery is offering,
giving, asking for or receiving anything with the intent of getting the recipient
to do something improper. A bribe can be anything which is given to get
someone to do something wrong, or in respect of public officials, to influence
them to our (orour clients’) business advantage.
2. You should not violate or knowingly permit anyone to violate this prohibition
on bribery, or any applicable anti-corruption laws in performing work for us.
3. Facilitation payments are bribes (often small sums) made personally to public
officials to speed up or make a transaction or administrative process happen.
You should not make facilitation payments in conjunction with our business,
unless such a payment is truly necessary to protect against physical injury or
unlawful loss of freedom. You must report all such payments to the General
Counsel or the Director of Professional Responsibility promptly.
4. As discussed on Page 16, appropriate business courtesies are not considered to
be bribes.
Purchasing Policies and Suppliers
It is important to the Firm’s reputation, and legal liability, that we engage only
suppliers who comply with all applicable laws, including but not limited to those
related to human rights, labor rights (including forced labor), and applicable
employment, environmental, anti-corruption, fair competition and intellectual
property laws. If you have any doubts or concerns about a supplier, contact the
Global Procurement team for assistance or choose another supplier.
The Baker McKenzie Code of Business Conduct
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When It Comes to Dealing with Sanctions
As a global law firm, we are often required to comply, or help
clients comply, with laws and regulations that govern dealings
with sanctioned countries, regions or persons. Many of these
sanctions are based on international (e.g., United Nations), regional
or national commitments that apply across the jurisdictions in
which we operate, even with respect to otherwise localmatters.
Restricted activities include the provision or receipt of services (including most legal
services), payments, facilitation of others’ business with such sanctioned countries,
regions and persons, as well as exports, re-exports or imports of products, software and
technology. The restrictions are extremely broad, heavily enforced and change frequently.
We must not authorize, approve, knowingly enter into, or help a client enter into
any transaction to provide or receive products, services or technology to or from any
individual, company or countries subject to national, regional or international sanctions.
Even if the particular client itself is not restricted from entering into the transaction, our
own services could still be problematic.
If you suspect, or have any reason to believe, that the activities of a client, or anyone
acting on behalf of the client, could result in violations of sanctions laws, immediately
consult with your supervisor and/or a member of local management. They are in turn
required to report your concern to the Director of Professional Responsibility promptly.
When It Comes to Dealing with Competitors
We are committed to competing fairly and with integrity –
solely on the basis of the quality of our people, advice and
service; never on the basis of unfair practices. That means:
• We do not make misleading or disparaging statements about our competitors.
• We strictly comply with anti-competition laws, which generally forbid discussing or
entering into formal or informal agreements regarding activities that may restrain
trade. Examples include: bid rigging, price fixing, or dividing or allocating specific
market territories with competitors. Even a discussion about the rates we charge
or discounts we give can be a problem, if we are talking with someone from a
competitor law firm.
If any of these topics arises when talking with a competitor, stop the conversation
immediately and report the conversation to your supervisor and/or a member of local
management. They in turn are required to report the incident to the Firm’s General
Counsel or Director of Professional Responsibility promptly.
The Baker McKenzie Code of Business Conduct
22
Our clients’ trust in
us is based in large
measure on their
confidence that we
can and will maintain
confidences they
share with us.
The Baker McKenzie Code of Business Conduct
23
When It Comes to Financial and Other Information
Accuracy of Financial and Other Information
The records we create as part of our daily responsibilities
have a significant impact on the Firm’s financial information.
If you enter information into the Firm’s business records, you
are responsible for doing so in a truthful, accurate, complete,
legible and timely manner. Such information can include time
records, expenses, receipts, client records, and regulatory or
other financial reports.
It is a violation of Firm policy to establish unrecorded “slush” funds or “off-book” accounts,
or take any other steps to falsify the Firm’s books and records. Consequences for falsifying
financial records are severe, including potential criminal prosecution for the individuals involved.
Protecting Confidential Information
As lawyers, we are privy to sensitive confidential information. Our clients’ trust in us is
based in large measure on their confidence that we can and will maintain confidences
they share with us. At the same time, many of us need access to the Firm’s confidential,
proprietary information in order to do our jobs.
It is our responsibility to keep such client and Firm information (and in some cases,
information provided by business partners and suppliers) confidential and protected,
except where its disclosure is specifically authorized by the Firm, permitted under rules
ofprofessional responsibility to which we are subject, or required by law. This means:
• The fact that any client has sought our advice or asked us to pitch for work is as
confidential as the advice itself. We must not disclose, even inadvertently, the identity
of clients, former clients and prospective clients unless we have their consent to do so.
• We are expected to be familiar with and follow Firm security measures and internal control
procedures for the use of the Firm’s network, systems, applications, and equipment,
including computers, laptops, mobile devices, the internet, Wi-Fi hotspots, storage devices
such as flash drives and USB devices, and remote access. This requirement includes any
personally owned devices that contain or access Firm applications.
• We are expected to carefully protect these devices in places where they could be lost or stolen,
not share passwords or access codes, and not allow others to use our accounts or devices.
• We are expected to use caution when discussing sensitive information on a cell phone
orwith a co-worker in public places, such as elevators, airports, restaurants, trains,
buses and planes, or in open areas within the Firm, such as break rooms or restrooms.
• We must be careful not to leave documents containing sensitive information where an
unauthorized person might read them, including unattended desks or on copy machines.
• We must not send, via email or other means, client or Firm information to public, internet-based
email services, e.g., gmail, for any purpose, unless specifically directed todo so by a client.
The Baker McKenzie Code of Business Conduct
24
Privacy and Personal Information.
We are committed to handling personal data responsibly and in compliance with
all applicable laws. Personal data includes, among other things, any data that could
be used to identify or locate individuals, such as names, dates and places of birth,
addresses, email addresses, social security, driver’s licenses or other government
identification numbers, social media accounts, and data linked to such identifiers, etc.
This means that we as a Firm, and as individuals where our duties involve the use of
such data, are required to:
• Understand and adhere to the privacy laws and regulations that apply to any
personal data in the jurisdictions where it is collected, processed or used
• Make others aware of, and ensure compliance with, the privacy policies of contracts
we enter into, as well as the privacy policies required by clients, suppliers and others
whose data we use, process or have access to
• Collect and use personal data only for appropriate business purposes
• Use “anonymous” data (i.e., with names removed and not identifiable) or “aggregated”
data (summarized so as not to be identifiable to an individual) where feasible
• Limit access to personal data to individuals who need it for legitimate business
purposes
• Use care to prevent unauthorized access in processing personal data or accidental
loss of personal data
• Immediately notify a supervisor or the Firm’s General Counsel or Director of Professional
Responsibility if we become aware of any unauthorized access, acquisition, disclosure,
processing or use of personal data we possess.
Insider Trading
It is a violation of Firm policy, ethical obligations and the law to engage in insider
trading. Partners and employees are prohibited from using any “material,” “nonpublic”
information acquired through others within the Firm, or through contact with clients or
anyone we deal with in working with our clients, suppliers or business partners, to buy
or sell any securities (stocks, bonds, options etc.).
Information is considered “material” if a reasonable investor would consider it
important in deciding whether to buy, sell or hold a stock or other security. “Nonpublic”
information refers to that which has not yet been disclosed to or absorbed by the
public. Examples of potentially material nonpublic information include:
• unreleased sales figures
• pending mergers or acquisitions
• earnings estimates
• labor disputes that could curtail operations
• introduction of a new product or service
• changes in key personnel positions
This policy also prohibits “tipping,” which occurs when we provide material, nonpublic
information to another person, and that person trades on the basis of the information
to his or her benefit.
The Baker McKenzie Code of Business Conduct
25
Document and Records Retention
We are expected to maintain all records in accordance with the legal and business
requirements appropriate to our profession. To preserve the integrity of the
record-keeping and reporting systems, all partners and staff are expected to know
and comply with all applicable local records retention policies and procedures.
These include how data is shared, stored, and retrieved, and the circumstances
under which it is appropriate to dispose of it.
Changes to and destruction of records is specifically forbidden in the following
circumstances:
• Where prohibited by law, government regulation, or Firm policy
• Where there exists an overriding governmental, regulatory, or contractual
requirement
• Where there is knowledge or anticipation of a subpoena or other request for
documents, a regulatory investigation, or a lawsuit.
We never destroy, alter, or cause the destruction or alteration of documents
for any illegal or improper purpose. Records include, among other things, paper
copies, electronic files, and video and audio recordings.
When It Comes to Technology
and Communications
Using Firm Information Systems
Our information systems may not be used to engage in
prohibited conduct, such as communicating or viewing
discriminatory, harassing, sexually explicit or otherwise
offensive or inappropriate material.
They may not be used to download entertainment software, play games over
the internet, or download unlicensed images, music or videos, or to store music
or videos other than those appropriately licensed for personal use and used
accordingly. In addition, our IT systems may not be used to engage in any other
activities that involve unlawful and unauthorized distribution of content online
or which may violate intellectual property rights, whether or not such activities
undermine the rights of a Firm client.
If the Firm has provided you with a computer, cell phone or other portable
technology, you are required to use that technology appropriately and in
accordance with Firm policies. These policies always apply to Firm equipment and
do not change after hours or when traveling.
The Baker McKenzie Code of Business Conduct
26
...we have substantial
legal and ethical
responsibilities that
must be observed
when using social
media.
The Baker McKenzie Code of Business Conduct
27
You should have no expectations of privacy when using the Firm’s
technology. Anything you write, save, transmit or record to Firm technologies
may be viewed by the Firm, without your advance permission, except where
such review is specifically prohibited by local law.
Using Social Media
The Firm does notgenerally restrict access to social media sites. However,
we have substantial legal and ethical responsibilities that must be observed
when using social media. These include our obligations to protect the privacy,
confidentiality, and legal interests ofthe Firm and its clients, and not to use
such media in a way that may constitute impermissible attorney advertising.
When using social media, you should do so knowing that someone within
the Firm, a client, vendor of the Firm, a counter-party to a matter, or a
judge or regulator could see what you say or post. Any discussion of the
Firm’s confidential, business or proprietary information, or its clients is
inappropriate unless you have obtained in advance the express permission of
Firm management and any affected client, or the communication is expressly
permitted under applicable labor or employment laws.
Any conduct that violates the law or creates a conflict of interest or otherwise
harms the Firm’s business interests, except as relates to protected speech, or
any client is prohibited and could result in discipline.
Dealing with the News Media
Media relations are an important part of building awareness of the
capabilities and strengths of our Firm. They are a key component of
enhancing and protecting our reputation. However, dealing with the news
media is not without risk. So it is important that we approach media relations
with care.
Only partners and authorized professionals may speak with or respond to
media contacts and queries on behalf of the Firm. Partners should comment
only in their specific areas of legal competence. Only the Chairman or his/her
designate may speak to the media on sensitive issues and issues of firmwide
significance.
The Baker McKenzie Code of Business Conduct
28
When It Comes to the World and Our Communities
We are committed to using our talent, expertise, resources,
relationships and influence to help others in ourcommunities
and to make a positive, lasting impact oncritical global issues.
Safeguarding the Environment
We recognize the importance of environmental sustainability to our people,
clients and the communities in which we live and work. We expect all partners and
employees to contribute to our efforts to reduce, reuse and recycle the energy and
natural resources required to operate our business, and to integrate sustainability
into the Firm’s business strategies, operating models and critical processes.
Community Service
We encourage our offices and personnel to support the communities where we live
and work through volunteerism and charitable activities. Participation in charitable
and community activities is entirely voluntary. Commitment of Firm funds and/or
assets is subject to local policies.
Political Activities
The Firm commends participation in the political process. However, partners and
employees must do so on a voluntary basis and only during personal time, except when
local law requires otherwise. Partners and employees also must make certain that their
participation in political activities does not impair their ability to perform their duties.
Partners and employees may not make political donations using the Firm’s name, time,
funds or other resources.
Pro Bono Legal Services
We are committed to applying our legal knowledge and passion to advance the rights
and opportunities for persons in need. We do this through pro bono legal services
in collaboration with clients and organizations dedicated to promoting justice and
compassion in our global community.
All pro bono matters are subject to the same quality standards and practices as
billable work, including compliance with all professional and ethical responsibilities.
Among other things, this means:
• The Firm’s client intake procedures must be completed before work on a pro bono
matter may begin. This includes conducting client due diligence, completing a
conflicts check, and registering the client and matter in the Firm’s intake system.
• A partner must approve any pro bono matter before any work is assigned. The
partner also must arrange for appropriate partner supervision and participation in
the pro bono work.
Approval, Amendment and Waiver
Baker McKenzie’s Policy Committee unanimously approved and adopted this Code on June 15, 2015.
Any amendment or waiver to the Code must be in writing. It also must be authorized by the Executive Committee.
www.bakermckenzie.com
©2019 Baker McKenzie. All rights reserved. Baker & McKenzie International is a global law firm with member law firms around the world. In accordance with the
common terminology used in professional service organizations, reference to a “partner” means a person who is a partner or equivalent in such a law firm. Similarly,
reference to an “office” means an office of any such law firm. This may qualify as “Attorney Advertising” requiring notice in some jurisdictions. Prior results do not
guarantee similar outcomes.
Baker McKenzie helps clients
overcome the challenges
of competing in the global
economy.
We solve complex legal problems across borders and
practice areas. Our unique culture, developed over 65
years, enables our 13,000 people to understand local
markets and navigate multiple jurisdictions, working
together as trusted colleagues and friends to instill
confidence in our clients.
Peter Engstrom
General Counsel
Two Embarcadero Center, 11th Floor
San Francisco, CA 94111
+1 415 576 3025 (o)
+1 925 699 1223 (m)
peter.engstrom@bakermckenzie.com
Kerry A. Miller
Director of Professional Responsibility
300 East Randolph Street, Suite 4300
Chicago, IL 60601
+1 312 861 3837 (o)
+1 312 273 8052 (m)
kerry.miller@bakermckenzie.com